Exhibit 10.1


EXECUTION VERSION


 


AMENDMENT NO. 3 AND LIMITED WAIVER
TO SECOND AMENDED AND

RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT


 


This AMENDMENT NO. 3
AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”),
dated as of May 21, 2020, is made with respect to the Second Amended and Restated Senior Secured Revolving Credit Agreement, dated
as of March 1, 2019 (as amended by that certain Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit
Agreement, dated as of March 20, 2019, as further amended by that certain Amendment No. 2 to Second Amended and Restated Senior
Secured Revolving Credit Agreement, dated as of September 27, 2019, and as further amended, restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Credit Agreement”), among MONROE CAPITAL CORPORATION,
a Maryland corporation (the “Borrower”), the lenders party to the Credit Agreement from time to time (the “Lenders”),
and ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors
in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement (as amended hereby).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


SECTION
I AMENDMENTS AND LIMITED WAIVER TO CREDIT AGREEMENT


 


1.1.
         Amendments and Limited Waiver. Effective as of the Amendment No. 3 Effective
Date (as defined below), and subject to the terms and conditions set forth in Section 2.1 and in reliance upon the representations
and warranties made by the Obligors in Section 2.3, the Administrative Agent and the Lenders party hereto hereby agree as
follows:


 


(a)  
The Credit Agreement is hereby amended to delete the bold, red stricken text (indicated textually in the same manner as
the following example: stricken text) and to add the bold, blue double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the Credit Agreement attached as Annex A hereto.


 






     


     


    

 


(b)  
The Schedules to the Credit Agreement (other than Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d) and 1.01(e) of the Credit
Agreement, which are subject to Section 1.1(a) above) are hereby amended by deleting such Schedules in their entirety and
substituting the replacement Schedules attached hereto as Annex B therefor.


 


(c)  
Exhibits B and F to the Credit Agreement are hereby amended by deleting such Exhibits in their entirety and substituting
the replacement Exhibits attached hereto as Annex C therefor.


 


(d)  
Commencing on the Amendment No. 3 Effective Date, the Borrowing Base Certificate delivered pursuant to Section 2.1(a)(vi)
shall be deemed the most recently delivered Borrowing Base Certificate under the Credit Agreement and the other Loan Documents
until the next Borrowing Base Certificate is delivered thereunder.


 


(e)  
The Administrative Agent and the Lenders hereby waive any Default or Event of Default prior to the Amendment No. 3 Effective
Date that resulted solely from (a) (i) subject to the delivery of the Borrowing Base Certificate required pursuant to Section
2.1(a)(vi), the Borrower’s failure to deliver a Borrowing Base Certificate pursuant to Section 5.01(d) of the Credit
Agreement with respect to the monthly accounting period ending on April 30, 2020 and the occurrence of a Borrowing Base Deficiency
(as calculated prior to giving effect to this Amendment) at any time from April 30, 2020 until the Amendment No. 3 Effective Date
and (ii) the Borrower’s failure with respect to any Subsidiaries set forth on Schedule 3.12(a) of the Credit Agreement (as
in effect after giving effect to this Amendment) (x) to designate any such Subsidiaries that were SBIC Subsidiaries or Structured
Subsidiaries, as applicable, as SBIC Subsidiaries or Structured Subsidiaries, as applicable, pursuant to certificates of a Financial
Officer delivered to the Administrative Agent to the extent required under the definition of “SBIC Subsidiary” or “Structured
Subsidiaries” (each as defined in the Credit Agreement prior to giving effect to this Amendment) and (y) to cause any such
applicable Subsidiaries that were not CFCs, Transparent Subsidiaries, SBIC Subsidiaries or Structured Subsidiaries (each as defined
in the Credit Agreement prior to giving effect to this Amendment) to become a “Subsidiary Guarantor” (and, thereby,
an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to take such
other actions with respect to such applicable Subsidiaries required under Section 5.08(a) of the Credit Agreement (as in effect
prior to giving effect to this Amendment) and Section 7.05 of the Guarantee and Security Agreement (as in effect prior to giving
effect to Amendment No. 2 to Guarantee and Security Agreement (as defined below)) and (b) (i) the taking of any action, or the
failure to take any action, when a Default or Event of Default has occurred and is continuing, in each case, not permitted under
the Credit Agreement and the other Loan Documents solely as a result of the occurrence and continuance of a Default or Event of
Default described in the preceding clause (a) or the foregoing clause (b)(ii) and (ii) the failure to give notice
of (or other information (including any Borrowing Base Certificate required under Sections 5.01(e) and 5.12(b)(ii)(F)
of the Credit Agreement) with respect to) a Default or Event of Default described in the preceding clauses (a) or (b)(i).
The limited waiver in this Section 1.1(d) shall be effective only in this specific instance and for the specific purpose
set forth in this Section 1.1(d) and does not allow for any other or further departure from the terms and conditions of
the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.


 






    	 	2	 



     


    

 


SECTION
II MISCELLANEOUS


 


2.1.
         Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date (the “Amendment No. 3 Effective Date”) on which the Obligors shall have satisfied each
of the following conditions precedent:


 


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


 


(i)                
Executed Counterparts. Lenders holding not less than two-thirds of the total Revolving Credit Exposures and unused
Commitments and from each Obligor, either (1) a counterpart of this Amendment signed on behalf of such party or (2) written
evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic mail of a signed signature
page to this Amendment) that such party has signed a counterpart of this Amendment.


 


(ii)             
Guarantee and Security Agreement. An amendment to the Guarantee and Security Agreement, duly executed and delivered
by each of the parties thereto, and all other documents or instruments required to be delivered by the Guarantee and Security Agreement
in connection with the execution thereof.


 


(iii)           
Opinion of Counsel to the Obligors. A favorable written opinion (addressed to the Administrative Agent and the Lenders
and dated the Amendment No. 3 Effective Date) of Nelson Mullins Riley & Scarborough LLP, counsel for the Obligors, in form
and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably
request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).


 


(iv)            
Corporate Documents. A certificate of the secretary or assistant secretary (or other senior officer) of each Obligor,
dated the Amendment No. 3 Effective Date, certifying that attached thereto are (1) true and complete copies of the organizational
documents of each Obligor certified as of a recent date by the appropriate governmental official, (2) signature and incumbency
certificates of the officers of such Person executing the Loan Documents to which it is a party, (3) true and complete resolutions
of the Board of Directors of each Obligor approving and authorizing the execution, delivery and performance of this Amendment and
the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Amendment No. 3 Effective Date,
and certified as of the Amendment No. 3 Effective Date by its secretary or an assistant secretary (or other senior officer) that
such resolutions are in full force and effect without modification or amendment, (4) a good standing certificate from the
applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation, each dated
a recent date prior to the Amendment No. 3 Effective Date, and (5) such other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor, and the
authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 






    	 	3	 



     


    

 


(v)              
Officer’s Certificate. A certificate, dated the Amendment No. 3 Effective Date and signed by a Financial Officer,
confirming compliance with the conditions set forth in Sections 2.1(c), (d), (g) and (i).


 


(vi)            
Borrowing Base Certificate. A Borrowing Base Certificate dated the Amendment No. 3 Effective Date, showing a calculation
of the Borrowing Base as of the Amendment No. 3 Effective Date immediately after giving effect to this Amendment and specifying
the portion of the Borrowing Base that is the Unadjusted Borrowing Base and the portion that is the Borrowing Base Flex, in form
and substance reasonably satisfactory to the Administrative Agent.


 


(vii)         
Fee Letter. The fee letter, dated as of the Amendment No. 3 Effective Date, duly executed and delivered by each of
the parties thereto.


 


(viii)       
Existing Investments Certificate. The Existing Investments Certificate, which shall be dated the Amendment No. 3
Effective Date and signed by a Financial Officer.


 


(b)  
Liens. The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction
with respect to the Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security
Documents and revealing no liens on any of the assets of the Borrower or its Subsidiaries except for Liens permitted under Section 6.02
of the Credit Agreement or Liens to be discharged on or prior to the Amendment No. 3 Effective Date pursuant to documentation satisfactory
to the Administrative Agent. All UCC financing statements, control agreements, stock certificates and other documents or instruments
required to be filed or executed and delivered in order to create in favor of the Collateral Agent, for the benefit of the Administrative
Agent and the Lenders, a first priority perfected (subject to Eligible Liens or any Liens described in clause (b) of the definition
of “Permitted Liens” in the Credit Agreement) security interest in the Collateral (to the extent that such a security
interest may be perfected by filing, possession or control under the Uniform Commercial Code) shall have been properly filed (or
provided to the Administrative Agent) or executed and delivered in each jurisdiction required.


 


(c)  
Consents. Each Obligor 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 such Obligor and all guarantors in connection
with this Amendment (other than any filing related to this Amendment required to be made after the Amendment No. 3 Effective Date
in the ordinary course pursuant to the Exchange Act or the rules or regulations promulgated thereunder, including, without limitation,
any filing required on Form 8-K), such consents, approvals, authorizations, registrations, filings and orders shall be in full
force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority
regarding this Amendment or any transaction being financed with the proceeds of the Loans shall be ongoing.


 






    	 	4	 



     


    

 


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


 


(e)  
Solvency Certificate. On the Amendment No. 3 Effective Date, the Administrative Agent shall have received a solvency
certificate of the chief financial officer of the Borrower dated as of the Restatement Effective Date and addressed to the Administrative
Agent and the Lenders, and in form, scope and substance reasonably satisfactory to Administrative Agent, with appropriate attachments
and demonstrating that both before and after giving effect to the Transactions, (a) the Borrower will be Solvent on an unconsolidated
basis, and (b) each Obligor will be Solvent on a consolidated basis with the other Obligors.


 


(f)   
Fees and Expenses. The Administrative Agent shall have received all costs, fees and expenses required to be paid
on the Amendment No. 3 Effective Date pursuant to this Amendment, the Credit Agreement, the fee letter referred to above or as
otherwise agreed by the parties hereto (and, in the case of costs and expenses, to the extent invoiced on or prior to the Amendment
No. 3 Effective Date).


 


(g)  
Default. After giving effect to Section 2.1 of this Amendment, no Default or Event of Default shall have occurred
and be continuing under the Credit Agreement or this Amendment, nor any default or event of default that permits acceleration of
any Material Indebtedness, immediately before and after giving effect to this Amendment, any incurrence of Indebtedness hereunder
or thereunder and the use of proceeds hereof or thereof on a pro forma basis.


 


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


 


(i)    
Representations and Warranties. After giving effect to this Amendment (including, without limitation, Section
2.1 hereof), the representations and warranties of the Borrower or any other Obligor set forth in this Amendment, in the Credit
Agreement and in the other Loan Documents shall be true and correct in all material respects (other than any representation or
warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as
of the Amendment No. 3 Effective Date, or, as to any such representation or warranty that refers to a specific date, as of such
specific date.


 


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


 


2.2.
         [Reserved].


 


2.3.
         Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, each Obligor represents and warrants to the Administrative Agent and each of the Lenders that, as of
the date hereof and after giving effect to this Amendment:


 






    	 	5	 



     


    

 


(a)  
This Amendment and the Credit Agreement (as amended by this Amendment) have been duly authorized, executed and delivered
by each Obligor and constitutes a legal, valid and binding obligation of such Obligor enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).


 


(b)  
After giving effect to this Amendment (including, without limitation, Section 2.1 hereof), the representations and
warranties of the Borrower or any other Obligor set forth in this Amendment, in the Credit Agreement and in the other Loan Documents
are true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material
Adverse Effect, which shall be true and correct in all respects) on and as of the Amendment No. 3 Effective Date, or, as to any
such representations and warranties that that refer to a specific date, as of such specific date.


 


2.4.
         Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Amendment constitutes the entire contract between and among the parties relating to the subject
matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


2.5.
         Payment of Expenses. The Borrower agrees to pay and reimburse, pursuant
to Section 9.03 of the Credit Agreement (as amended by this Amendment), the Administrative Agent, the Collateral Agent and their
Affiliates for all of their reasonable, documented and out-of-pocket fees, costs and expenses incurred in connection with this
Amendment and the other Loan Documents.


 


2.6.
         GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


2.7.
         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 AMENDMENT 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 AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 


2.8.
         Incorporation of Certain Provisions. The provisions of Sections 1.03,
9.01, 9.07, 9.09 and 9.12 of the Credit Agreement (as amended hereby) are hereby incorporated by reference mutatis mutandis
as if fully set forth herein.


 






    	 	6	 



     


    

 


2.9.
         Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Collateral Agent, any Lender, any other Secured Party or any Obligor under the Credit Agreement
or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any
of the other terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed
to entitle any Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions amended or otherwise modified herein of the Credit Agreement
and the other Loan Documents. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,”
 “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to
the Credit Agreement as amended and otherwise modified by this Amendment and each reference in any other Loan Document shall mean
the Credit Agreement as amended and otherwise modified hereby. This Amendment shall constitute a Loan Document.


 


2.10.
     Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof,
each Obligor hereby, as of the date hereof, (i) consents to this Amendment and the transactions contemplated hereby, (ii) agrees
that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) affirms its
obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral
for the Secured Obligations, and (iv) acknowledges and affirms that such grant is in full force and effect in respect of, and to
secure, the Secured Obligations.


 


2.11.
     Release. Each Obligor hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates
has any claim or cause of action against the Administrative Agent, the Collateral Agent, any Lender or any other Secured Party
(or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement
and the other Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent,
the Collateral Agent, each Lender and each other Secured Party has heretofore properly performed and satisfied in a timely manner
all of its obligations to the Obligors and their Affiliates under the Credit Agreement and the other Loan Documents (and each other
document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly,
for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Obligor
(for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively,
the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the
Administrative Agent, the Collateral Agent, each Lender, each other Secured Party and each of their respective Affiliates, officers,
directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and
all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes
of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description,
and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter
can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done
on or prior to the date hereof directly arising out of, connected with or related to this Amendment, the Credit Agreement or any
other Loan Document (or any other document entered into in connection therewith).


 


2.12.
     Post-Closing. Within fifteen (15) days (or such later date agreed to by the Administrative Agent
in its sole discretion) of the Amendment No. 3 Effective Date, the Administrative Agent shall have received endorsements naming
the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as additional insured and lender’s loss
payee, as applicable, under all insurance required to have such endorsements pursuant to the Loan Documents.


 


[Signature pages follow]


 






    	 	7	 



     


    

 


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


 


	 	MONROE CAPITAL CORPORATION,
 as Borrower
	 	 
	 	By:	/s/ Aaron D. Peck
	 	Name: Aaron D. Peck
	 	Title:   Chief Financial Officer
	 	 
	 	MRCC HOLDING COMPANY I, LLC,
 MRCC HOLDING COMPANY II, LLC,
 MRCC HOLDING COMPANY III, LLC,
 MRCC HOLDING COMPANY IV, LLC,
 MRCC HOLDING COMPANY V, LLC,
 MRCC HOLDING COMPANY VI, LLC, and
 MRCC HOLDING COMPANY VII, LLC,
 each as a Subsidiary Guarantor
	 	 
	 	By:	/s/ Aaron D. Peck
	 	Name: Aaron D. Peck
	 	Title:   Chief Financial Officer




 





[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]




 






    


     


    

 


	 	ING CAPITAL LLC, as Administrative Agent, Collateral Agent and a Lender
	 	 
	 	By:	/s/ Patrick Frisch
	 	Name:  Patrick Frisch
	 	Title:    Managing Director
	 	 
	 	By:	/s/ Dina Kook
	 	Name: Dina Kook
	 	Title:   Director




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]


 






     


     


    




 


	 	CIBC BANK USA, as a Lender
	 	 
	 	By:	/s/ Rob Dmowski
	 	Name:  Rob Dmowski
	 	Title:    Managing Director 




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]



 






     


     


    




 


	 	CADENCE BANK, N.A., as successor by merger with State Bank and Trust Company, successor by merger with AloStar Bank of Commerce, as a Lender
	 	 
	 	By:	/s/
    Daryn Venéy       
	 	Name:  Daryn Venéy
	 	Title:    Vice President




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]



 






     


     


    




 


	 	CITY NATIONAL BANK, as a Lender
	 	 
	 	By:	/s/ Andrew
    Miller                          
	 	Name:  Andrew
    Miller
	 	Title:    VP




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]


 










     


     


    




 


	 	CUSTOMERS BANK, as a Lender
	 	 
	 	By:	/s/ Lyle P. Cunningham
	 	Name: Lyle P. Cunningham
	 	Title:   Executive Vice President




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]



 






    


     


    

 


	 	TIAA, FSB, as successor in interest to certain assets of EverBank Commercial Finance, Inc., as a Lender
	 	 
	 	By:	/s/ Joshua LaDean Kinsey
	 	Name:  Joshua LaDean Kinsey
	 	Title:    Vice President




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]


 






    


     


    

 


	 	THE HUNTINGTON NATIONAL BANK, as a Lender
	 	 
	 	By:	/s/ Stephanie
    Wagner
	 	Name:   Stephanie
    Wagner
	 	Title:     Vice President




 


[Signature Page to Amendment No. 3 to Second
Amended and Restated Senior Secured Revolving Credit Agreement]


 






    


     


    




 


Annex A


 


Credit Agreement


 


(See attached)


 








     


     


    

 



 





ANNEX A


EXECUTION
VERSION


 
















 



 


 




SECOND AMENDED AND RESTATED


SENIOR SECURED

REVOLVING CREDIT AGREEMENT


 


dated as of


 


March 1, 2019


 


as amended by Amendment No. 1 to Second
Amended and Restated Senior Secured Revolving Credit Agreement, dated as of March 20, 2019 and,
Amendment No. 2 to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 27, 2019,
and Amendment No. 3 and Limited Waiver to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May
21, 2020


 


among


 


MONROE CAPITAL CORPORATION


as Borrower


 


The LENDERS Party Hereto


 


and


 


ING CAPITAL LLC

as Administrative Agent,


Arranger and Bookrunner


 


 





 



 





26644570.126644570.11.BUSINESS







 






     


     


    

 





TABLE OF CONTENTS










 





	 	Page




	Article I	 
	 	 	 
	DEFINITIONS	 
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	4044
	Section 1.03.	Terms Generally	4044
	Section 1.04.	Accounting Terms; GAAP	4144
	Section 1.05.	Currencies Generally	4145
	Section 1.06.	Special Provisions Relating to Euro	4246
	Section 1.07.	Times of Day; Interest Rates	4346
	Section 1.08.	Divisions	4347
	Section 1.09.	Issuers	4347
	Section 1.10.	Public Health Events	47
	 	 	 
	Article II	 
	 	 	 
	THE CREDITS	 
	 	 	 
	Section 2.01.	The Commitments	4347
	Section 2.02.	Loans and Borrowings	4448
	Section 2.03.	Requests for Borrowings	4549
	Section 2.04.	Funding of Borrowings	4650
	Section 2.05.	Interest Elections	4751
	Section 2.06.	Termination, Reduction or Increase of the Commitments	4852
	Section 2.07.	Repayment of Loans; Evidence of Debt	5156
	Section 2.08.	Prepayment of Loans	5257
	Section 2.09.	Fees	5661
	Section 2.10.	Interest	5762
	Section 2.11.	Eurocurrency Borrowing Provisions	5763
	Section 2.12.	Increased Costs	6066
	Section 2.13.	Break Funding Payments; Foreign Currency Losses	6167
	Section 2.14.	Taxes	6268
	Section 2.15.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	6773
	Section 2.16.	Defaulting Lenders	6975
	Section 2.17.	Mitigation Obligations; Replacement of Lenders	7177
	 	 	 
	Article III	 
	 	 	 
	REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	Section 3.01.	Organization; Powers	7278
	Section 3.02.	Authorization; Enforceability	7278



 






    i


     


    

 


	Section 3.03.	Governmental Approvals; No Conflicts	7278
	Section 3.04.	Financial Condition; No Material Adverse Effect	7379
	Section 3.05.	Litigation.	7379
	Section 3.06.	Compliance with Laws and Agreements.	7379
	Section 3.07.	Taxes.	7480
	Section 3.08.	ERISA.	7480
	Section 3.09.	Disclosure.	7480
	Section 3.10.	Investment Company Act; Margin Regulations.	7581
	Section 3.11.	Material Agreements and Liens	7581
	Section 3.12.	Subsidiaries and Investments	7682
	Section 3.13.	Properties	7682
	Section 3.14.	Solvency	7683
	Section 3.15.	Affiliate Agreements	7783
	Section 3.16.	No Default	7783
	Section 3.17.	Use of Proceeds	7783
	Section 3.18.	Security Documents	7783
	Section 3.19.	Compliance with Sanctions.	7784
	Section 3.20.	Anti-Money Laundering Program	7884
	Section 3.21.	Anti-Corruption Laws	7884
	Section 3.22.	Structured Subsidiaries	7884
	Section 3.23.	EEAAffected Financial Institutions	7885
	Section 3.24.	Beneficial Ownership Certification	7985
	 	 	 
	Article IV	 
	 	 	 
	CONDITIONS	 
	 	 	 
	Section 4.01.	Restatement Effective Date	7985
	Section 4.02.	Conditions to Loans	8288
	 	 	 
	Article V	 
	 	 	 
	AFFIRMATIVE COVENANTS	 
	 	 	 
	Section 5.01.	Financial Statements and Other Information	8390
	Section 5.02.	Notices of Material Events	8793
	Section 5.03.	Existence; Conduct of Business	8794
	Section 5.04.	Payment of Obligations	8794
	Section 5.05.	Maintenance of Properties; Insurance	8794
	Section 5.06.	Books and Records; Inspection and Audit Rights	8895
	Section 5.07.	Compliance with Laws and Agreements	8995
	Section 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	8996
	Section 5.09.	Use of Proceeds	9399
	Section 5.10.	Status of RIC and BDC	9399
	Section 5.11.	Investment Policies	93100
	Section 5.12.	Portfolio Valuation and Diversification Etc.; Risk Factor Ratings	93100
	Section 5.13.	Calculation of Borrowing Base	97104



 






    ii


     


    

 


	Section 5.14.	Anti-Hoarding of Assets at Non-Pledged Financing Subsidiaries	110117
	Section 5.15.	Taxes	111118
	Section 5.16.	Operations	111118
	Article VI	 
	 	 	 
	NEGATIVE COVENANTS	 
	 	 	 
	Section 6.01.	Indebtedness	111118
	Section 6.02.	Liens	113120
	Section 6.03.	Fundamental Changes	113120
	Section 6.04.	Investments	115123
	Section 6.05.	Restricted Payments	116125
	Section 6.06.	Certain Restrictions on Subsidiaries	117126
	Section 6.07.	Certain Financial Covenants	117126
	Section 6.08.	Transactions with Affiliates	118127
	Section 6.09.	Lines of Business	118127
	Section 6.10.	No Further Negative Pledge	119127
	Section 6.11.	Modifications of Certain Documents	119128
	Section 6.12.	Payments of Indebtedness	120128
	Section 6.13.	Modification of Investment Policies	120129
	Section 6.14.	SBIC Guarantee	120129
	Section 6.15.	Derivative Transactions	120129
	Section 6.16.	Convertible Indebtedness	120129
	Section 6.17.	Financing Subsidiaries and Restricted Investments	129
	 	 	 
	Article VII	 
	 	 	 
	EVENTS OF DEFAULT	 
	 	 	 
	Section 7.01.	Events of Default	120130
	 	 	 
	Article VIII	 
	 	 	 
	THE ADMINISTRATIVE AGENT	 
	 	 	 
	Section 8.01.	Appointment	125134
	Section 8.02.	Capacity as Lender	125135
	Section 8.03.	Limitation of Duties; Exculpation	125135
	Section 8.04.	Reliance	126136
	Section 8.05.	Sub-Agents	127136
	Section 8.06.	Resignation; Successor Administrative Agent	127136
	Section 8.07.	Reliance by Lenders	127137
	Section 8.08.	Modifications to Loan Documents	128137
	Section 8.09.	[Reserved]	128137
	Section 8.10.	Certain ERISA Matters	128137
	Section 8.11.	Agents 129Arranger and Bookrunner	139



 






    iii


     


    

 


	Section 8.12.	Collateral Matters	129139
	Section 8.13.	Third Party Beneficiaries	130140
	Section 8.14.	Administrative Agent May File Proofs of Claim	130140
	Section 8.15.	Credit Bidding	131140
	 	 	 
	Article IX	 
	 	 	 
	MISCELLANEOUS	 
	 	 	 
	Section 9.01.	Notices; Electronic Communications	132142
	Section 9.02.	Waivers; Amendments	136146
	Section 9.03.	Expenses; Indemnity; Damage Waiver	139149
	Section 9.04.	Successors and Assigns	141151
	Section 9.05.	Survival	146156
	Section 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	147156
	Section 9.07.	Severability	147156
	Section 9.08.	Right of Setoff	147157
	Section 9.09.	Governing Law; Jurisdiction; Etc	148157
	Section 9.10.	WAIVER OF JURY TRIAL	149158
	Section 9.11.	Judgment Currency	149158
	Section 9.12.	Headings	149159
	Section 9.13.	Treatment of Certain Information; Confidentiality	150159
	Section 9.14.	USA PATRIOT Act	151160
	Section 9.15.	Termination	151160
	Section 9.16.	Amendment and Restatement	151161
	Section 9.17.	Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions	152161
	Section 9.18.	Interest Rate Limitation	153162
	Section 9.19.	Release	153162
	Section 9.20.	Acknowledgment Regarding Any Supported QFCs	153163







 


	SCHEDULE 1.01(a)-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)-	Commitments
	SCHEDULE 1.01(c) -	Risk Factors
	SCHEDULE 1.01(d) -	Eligibility Criteria
	SCHEDULE 1.01(e) -	Industry Classification Groups
	SCHEDULE 1.01(f)	Non-Core Assets
    Criteria and Valuations
	SCHEDULE 3.11(a)-	Material Agreements
	SCHEDULE 3.11(b)-	Liens
	SCHEDULE 3.12(a)-	Subsidiaries
	SCHEDULE 3.12(b)-	Investments
	SCHEDULE 6.08-	Certain Affiliate Transactions



 


	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate



 






    iv


     


    

 


	EXHIBIT C	-	Form of Promissory Note
	EXHIBIT D 	-	Form of Borrowing Request
	EXHIBIT E	-	Form of Interest Election Request
	EXHIBIT F	-	Form of Quarterly Compliance Certificate
	EXHIBIT G	-	Form of Monthly Compliance Certificate




 









    v


     


    

 


SECOND AMENDED AND RESTATED
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 1, 2019 (this “Agreement”), among MONROE CAPITAL
CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative
Agent (in such capacity, the “Administrative Agent”).


 


WHEREAS, the Borrower
and the Administrative Agent entered into that certain Amended and Restated Senior Secured Revolving Credit Agreement dated as
of December 14, 2015 (as the same has been amended, supplemented or otherwise modified from time to time until the date hereof,
the “Existing Credit Agreement”) with the lenders party thereto from time to time (the “Existing Lenders”),
pursuant to which the Existing Lenders extended certain commitments and made certain loans to the Borrower (the “Existing
Loans”);


 


WHEREAS, the Borrower
desires to amend and restate the Existing Credit Agreement to make certain changes, including to extend the maturity date and to
provide for increased commitments from certain of the Existing Lenders (the “Increasing Existing Lenders”);
and


 


WHEREAS, the Existing
Lenders are willing to make such changes to the Existing Credit Agreement, and the Increasing Existing Lenders are willing to provide
new commitments, each upon the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree that, effective
as of the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:


 


Article I


DEFINITIONS


 


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


 


“2023 Notes”
shall mean the Borrower’s 5.75% Notes due October 31, 2023 in an aggregate principal amount of up to $109,000,000 outstanding
at any time, and without giving effect to any other amendment or modification thereto made after the Amendment No. 1 Effective
Date (other than any modification made no later than one (1) Business Day after the Amendment No. 1 Effective Date, the sole purpose
of which is to issue additional notes under the relevant indenture, subject to the aforementioned aggregate principal amount limitation).


 


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


 






    1


     


    

 


“Accretive Value”
shall mean, with respect to Preferred Stock, the dollar amount equal to the accretion to the Liquidation Preference, including
accrued or declared and unpaid dividends, dividends paid in kind or other amounts (including any multiple payable on capital) otherwise
owing to the holder thereof in excess of the initial Liquidation Preference.


 


“ACR
Relief Fee” has the meaning assigned to such term in Section 2.09(a)(ii).


 


“Adjusted Borrowing
Base” means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing
Base.


 


“Adjusted Covered
Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of
Cash and Cash Equivalents included in the Borrowing Base.


 


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


 


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


 


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


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


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


 


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


 


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


 


“Affiliate Agreements”
means, collectively, (a) the Investment Advisory and Management Agreement, dated as of October 22, 2012 between the Borrower and
the Investment Advisor, (b) the Staffing Agreement, dated as of October 22, 2012, by and between Monroe Capital Management Advisors,
LLC and Investment Advisor, (c) the Administration Agreement, dated as of October 22, 2012 by and between Borrower and Monroe Capital
Management Advisors, LLC and (d) the Trademark License Agreement, dated as of October 22, 2012, by and between Monroe Capital,
LLC and Borrower.


 






    2


     


    

 


“Affiliate Investment”
means any Investment in a Person in which the Borrower or any of its Subsidiaries owns or controls more than 25% of the Equity
Interests.


 


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


 


“Agent”
means, collectively, the Administrative Agent and the Collateral Agent.


 


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


 


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


 


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


 


“Amendment No.
1 Effective Date” means March 20, 2019.


 


“Amendment
No. 3” means that certain Amendment No. 3 and Limited Waiver to Second Amended and Restated Senior Secured Revolving Credit
Agreement, dated as of the Amendment No. 3 Effective Date, which amends this Agreement.


 


“Amendment
No. 3 Effective Date” means May 21, 2020.


 


“Anti-Corruption
Laws” has the meaning assigned to such term in Section 3.21.


 


“Applicable
Commitment Fee Rate” means, with respect to any Lender, a rate per annum equal to (x) 1.00%, if the utilized portion
of such Lender’s aggregate Commitments as of the close of business on such day (after giving effect to borrowings, prepayments
and commitment reductions on such day) is less than or equal to an amount equal to thirty five percent (35%) of such Lender’s
aggregate Commitments and (y) 0.50% if the utilized portion of such Lender’s aggregate Commitments as of the close of business
on such day (after giving effect to borrowings, prepayments and commitment reductions on such day) is greater than an amount equal
to thirty five percent (35%) of such Lender’s aggregate Commitments.


 






    3


     


    

 


“Applicable
Margin” means (a) with respect to any ABR Loan, 1.3751.625%
per annum, and (b) with respect to any Eurocurrency Loan, 2.3752.625%
per annum.


 


“Applicable
Parties” has the meaning assigned to such term in Section 9.01(c).


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s
Commitments. If the Commitments have terminated or expired in full, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04(b).


 


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


 


“Approved
Electronic Platform” has the meaning assigned to such term in Section 9.01(c).


 


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


 


“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, Duff & Phelps LLC, Murray,
Devine and Company, Lincoln Partners Advisors, LLC and Valuation Research Corporation are acceptable to the Administrative Agent.
As used in Section 5.12 hereof, an “Approved Third-Party Appraiser retained 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).


 






    4


     


    

 


“Asset Coverage
Ratio” means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of total assets, less
all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing
indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the
SEC issued to the Borrower thereunder, in each case as in effect on
the Amendment No. 3 Effective Date but excluding the effect of Release No. 33837). For clarity, the calculation of the
Asset Coverage Ratio shall be made in accordance with any exemptive order issued by the Securities
and Exchange CommissionSEC under Section 6(c)
of the Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior
Securities only so long as (a) such order is in effect, (b) no obligations have become due and owing pursuant to the
terms of any Permitted SBIC Guarantee and (c) such Indebtedness is owed to the SBA.


 


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


 


“Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Assuming Lender”
has the meaning assigned to such term in Section 2.06(f).


 


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


 


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


 


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


 






    5


     


    

 


“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 EEAAffected
Financial Institution.


 


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


 


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


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect from time to time, or any
successor statute.


 


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


 


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


 


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


 






    6


     


    

 


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


 


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


 


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


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(1) a public
statement or publication of information by or on behalf of the administrator of the LIBO Rate announcing that such administrator
has ceased or will cease to provide the LIBO Rate, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the LIBO Rate;


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution authority with jurisdiction
over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator
for the LIBO Rate, which states that the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the LIBO Rate; or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing that the
LIBO Rate is no longer representative.


 


“Benchmark Transition
Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement
Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication)
and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable,
by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.


 






    7


     


    

 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x)
beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced
the LIBO Rate for all purposes hereunder in accordance with Section 2.11(c) and (y) ending at the time that a Benchmark Replacement
has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.11(c).


 


“Beneficial Ownership Certification”
means a certification regarding a beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230.


 


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


 


“Board of Directors”
means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person, (b) in the case of
any limited liability company, the board of managers (or the equivalent)
of such Person, or if there is none, the Board of Directors of the managing member of such Person, (c) in the case of any partnership,
the general partner and the Board of Directors (or the equivalent)
of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.


 


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


 


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


 


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


 


“Borrowing Base
Certificate” means a certificate of a Financial Officer, substantially in the form of Exhibit B and appropriately
completed.; provided
that, from the Amendment No. 3 Effective Date until the Covid Relief Termination Date, each Borrowing Base Certificate shall (i)
specify the portion of the Borrowing Base that is the Unadjusted Borrowing Base and the portion of the Borrowing Base that is the
Borrowing Base Flex and (ii) include an updated identification of all Non-Core Assets, specifying the Value of each such Non-Core
Asset; provided further that, so long as the Rockdale Blackhawk Loans are a part of the Borrowing Base Flex, each Borrowing Base
Certificate delivered on and after the Amendment No. 3 Effective Date shall specify the amount outstanding under the Rockdale Blackhawk
Loans and the amount, if any, of the payments that have been received by an Obligor on account of the Rockdale Blackhawk Loans
and a certification (made in the good faith business judgment of the Borrower) that cash payments specified in the interim award
in connection therewith are reasonably likely to be paid.


 






    8


     


    

 


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


 


“Borrowing
Base Flex” means, subject to Schedule 1.01(f), the lesser of (i) 30% of the sum of the Value of each Non-Core Asset and (ii)
15.0% of the Unadjusted Borrowing Base (calculated without taking into account Cash and Cash Equivalents (including Short-Term
U.S. Government Securities)).


 


“Borrowing
Base Flex Fee” has the meaning assigned to such term in Section 2.09(a)(iii).


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03, substantially in the form of Exhibit D
hereto or such other form as is reasonably acceptable to the Administrative Agent.


 


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


 


“CAM Exchange”
means the exchange of the Lenders’ interests provided for in Section 7.01.


 


“CAM Exchange
Date” means the first date on which there shall occur (a) any event referred to in Section 7.01(h) or 7.01(i)
or (b) an acceleration of Loans pursuant to Section 7.01.


 


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


 


“Canadian Dollar”
means the lawful money of Canada.


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)         certificates of deposit or bankers’ acceptances with a maturity of ninety (90) days or less of any financial institution
that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $1,000,000,000;
and


 


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


 






    10


     


    

 


provided,
that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example,
interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any
ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s
or S&P, as the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, certificates of deposit or
repurchase agreements) shall not include any such investment representing more than 25% of total assets of the Obligors in
any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars.


 


“CDOR Rate”
means, with respect to any Interest Period, the rate per annum equal to the average of the annual yield rates applicable to Canadian
Dollar bankers’ acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the day that is two Business Days prior to
the first day of the Interest Period as reported on the “CDOR Page” (or any display substituted therefor) of Reuters
Monitor Money Rates Service (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian
Dollar bankers’ acceptances as may be designated by the Administrative Agent from time to time in its reasonable discretion)
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); provided that if the CDOR Rate is less than zero, such rate shall
be zero for purposes of this Agreement.


 


“CFC”
means any Subsidiary of the Borrower designated in writing by the Borrower (as provided below) as a CFC, so long as:


 


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


 


(b)       in
the good faith business judgment of the Borrower at the time of the formation, incorporation or acquisition of such Subsidiary,
structuring such Subsidiary as a controlled foreign corporation was intended to maximize tax efficiencies for the Obligors and
their Subsidiaries (considered in the aggregate).


 


Any
designation by the Borrower under this definition shall be effected pursuant to a certificate of a Financial Officer delivered
to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s
knowledge, such designation complied with the foregoing conditions.


 


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


 






    11


     


    

 


“Change
in Law” means (a) the adoption or taking effect of any law, rule or regulation or treaty after the Original Restatement
Effective Date, (b) any change in any law, rule or regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority after the Original Restatement Effective Date or (c) compliance by any Lender
(or, for purposes of Sections 2.12(b) or 2.17(a), by any lending office of such Lender or by such Lender’s parent, if any)
with any request, guideline, requirements or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the Original Restatement Effective Date, provided that, notwithstanding anything herein to the contrary,
(I) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives
in connection therewith and (II) all requests, rules, guidelines, requirements or directives promulgated by the Bank For International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless
of the date enacted, adopted, issued, promulgated or implemented.


 


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


 


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


 


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


 


“Collateral
Agent” means ING Capital LLC in its capacity as Collateral Agent and any of its successors in such capacity under the
Guarantee and Security Agreement.


 


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


 


“Commitment
Increase” has the meaning assigned to such term in Section 2.06(f).


 


“Commitment
Increase Date” has the meaning assigned to such term in Section 2.06(f).


 


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


 


“Constituent
Documents” means, for any Person, its constituent or organizational documents, including: (a) in the case of any limited
partnership, the certificate of limited partnership and limited partnership agreement for such Person; (b) in the case of any limited
liability company, the articles of formation and operating agreement for such Person; and (c) in the case of a corporation, the
certificate or articles of incorporation and the bylaws or memorandum and articles of association for such Person.


 






    12


     


    

 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


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


 


“Covered Debt
Amount” means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus
(y) the aggregate principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind
interest) of Other Covered Indebtedness outstanding on such date.


 


“Covered Taxes”
means (i) Taxes other than Excluded Taxes and (ii) Other Taxes.


 


“Covid
Relief Borrowing Base Condition” means the condition that the Covered Debt Amount shall be less than 85% of the Unadjusted
Borrowing Base (with respect to each applicable date in a period, immediately after giving effect to any Loans (as well as any
substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or Indebtedness)
on such date, to the extent applicable).


 


“Covid
Relief Financial Officer’s Certificate” means a certificate of a Financial Officer delivered to the Administrative
Agent in form and substance reasonably satisfactory to the Administrative Agent, which certificate shall certify that (i) the Covid
Relief Borrowing Base Condition has been satisfied for each date in the applicable period required to be covered by such certificate
and provide such certifications, information and calculations set forth in a Borrowing Base Certificate reasonably required to
demonstrate such satisfaction, (ii) the condition that the Asset Coverage Ratio shall be greater than the applicable ratio has
been satisfied for each date in the applicable period required to be covered by such certificate and provide such certifications,
information and calculations in form and substance reasonably satisfactory to the Administrative Agent to demonstrate such satisfaction,
(iii) the Covid Relief Termination Date has occurred (provided that this clause (iii) shall not be required to be certified in
connection with a Covid Relief Financial Officer’s Certificate delivered pursuant to the definition of “Covid Relief
Termination Date”) and (iv) no Default has occurred and is continuing on the date of such certificate (or would result from
any transactions on such date).


 


“Covid
Relief Termination Date” means the date that is the earliest to occur of:


 


(a)         the date that is the nine (9) month anniversary of the Amendment No. 3 Effective
Date;


 


(b)        the date on which the Borrower elects to deliver to the Administrative Agent
a Covid Relief Financial Officer’s Certificate certifying that (i) on the date of such certificate no Default has occurred
and is continuing (or would result from any transactions on such date) and (ii) each of the Covid Relief Borrowing Base Condition
and the condition that the Asset Coverage Ratio shall be greater than 1.70 to 1 has been satisfied for each date in the thirty
(30) consecutive day period ending on such date; and 


 






    13


     


    

 


(c)         the termination in full of the Commitments in accordance with this Agreement.


 


“Currency”
means Dollars or any Foreign Currency.


 


“Currency Valuation
Notice” has the meaning assigned to such term in Section 2.08(b).


 


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


 


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


 


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


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.


 


“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.


 






    14


     


    

 


“Defaulting
Lender” means any Lender that has, as reasonably determined by the Administrative Agent, (a) failed to fund any
portion of its Loans within two (2) Business Days of the date required to be funded by it hereunder, unless, in the case of any
Loans, such Lender notifies the Administrative Agent in writing that such Lender’s failure is based on such Lender’s
reasonable determination that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions
have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent
in writing (with reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was
to have been made, (b) notified the Borrower, the Administrative Agent, or any other Lender in writing that it does not intend
to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply
with its funding obligations under this Agreement (unless such writing or public statement states that such position is based on
such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the
applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed,
within three (3) Business Days after request by the Administrative Agent or the Borrower to confirm in writing to the Administrative
Agent and the Borrower that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans
(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Borrower), (d) otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless
the subject of a good faith dispute, or (e) other than via an Undisclosed Administration, either (i) has been adjudicated
as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or
has a parent company that has been adjudicated as, or determined by any Governmental Authority having regulatory authority over
such Person or its assets to be, insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment, or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action
in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or
(iii) become the subject of a Bail-In Action (unless in the case of any Lender referred to in this clause (e), the Borrower
and the Administrative Agent shall be satisfied in the exercise of their respective reasonable discretion that such Lender intends,
and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder) or
(iii) become the subject of a Bail-In Action; provided that a Lender shall not qualify as a Defaulting Lender
solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the exercise
of control over such Lender or any Person controlling such Lender, by a Governmental Authority or instrumentality thereof, or solely
as a result of an Undisclosed Administration, so long as such ownership interest or Undisclosed Administration does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by
the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the
Borrower and each Lender promptly following such determination.


 


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


 


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


 






    15


     


    

 


“Disqualified
Equity Interests” means Equity Interests of the Borrower that after issuance are subject to any agreement between the
holder of such Equity Interests and the Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel
or terminate such Equity Interests, other than (x) as a result of a change of control or (y) in connection with any purchase, redemption,
retirement, acquisition, cancellation or termination with, or in exchange for, shares of Equity Interests that are not Disqualified
Equity Interests.


 


“Dollar Commitment”
means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Loans denominated in Dollars hereunder,
as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 or reduced from time to
time pursuant to Section 2.08 or as otherwise provided in this Agreement and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04 and the other provisions of this Agreement (including
the last two paragraphs of Section 7.01). The aggregate amount of each Lender’s Dollar Commitment as of the Restatement Effective
Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Restatement Effective
Date is $110,000,000.


 


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


 


“Dollar Lender”
means the Persons listed on Schedule 1.01(b) (as amended pursuant to Section 2.06) as having Dollar Commitments and any
other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Dollar
Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.


 


“Dollar Loan”
means a Loan denominated in Dollars made pursuant to a Dollar Commitment.


 


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


 


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


 


(1) (i) a
determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy
to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed
at such time, or that include language similar to that contained in Section 2.11(c) are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and


 


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


 






    16


     


    





 


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


 


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


 


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


 


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


 


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


 






    17


     


    

 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest. As used in this Agreement, “Equity Interests” shall not include convertible
debt unless and until such debt has been converted to capital stock.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


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


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan that
is intended to qualify under Section 401(a) of the Code, the occurrence of any event that could reasonably be expected to prevent
or cause the loss of such qualification; (c) with respect to any Plan, the failure to satisfy the applicable minimum funding standard
(as defined in Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA), whether or not waived; (d) 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; (e) the incurrence by the Borrower or any ERISA Affiliate of any liability under
Title IV of ERISA with respect to the termination of any Plan; (f) 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; (g) the incurrence by the Borrower or any ERISA Affiliate of any Withdrawal Liability; (h) the occurrence
of any nonexempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to
any Plan; (i) the failure to make any required contribution to a Multiemployer Plan or failure to make by its due date any required
contribution to any Plan; (j) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or
in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (k) the incurrence with
respect to any “employee benefit plan” as defined in Section 3(3) of ERISA that is sponsored or maintained by the Borrower
or any ERISA Affiliate of any liability for post-retirement health or welfare benefits, except as may be required by 4980B of the
Code or similar laws; or (l) a determination that any Plan is, or expected to be, in “at risk” status (within the meaning
of Section 430 of the Code or Section 303 of ERISA).


 


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


 






    18


     


    

 


“Eurocurrency”,
when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are,
bearing interest at a rate determined by reference to the Adjusted LIBO Rate. For clarity, a Loan or Borrowing bearing interest
by reference to clause (c) of the definition of “Alternate Base Rate” shall not be a Eurocurrency Loan or Eurocurrency
Borrowing.


 


“Event of Default”
has the meaning assigned to such term in Section 7.01.


 


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


 


“Excluded
Subsidiary” means MCC Holdco Equity Manager I, LLC, a Delaware limited liability company.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or required
to be withheld or deducted from a payment to the Administrative Agent or any Lender, (a) Taxes imposed on (or measured by) its
net income or franchise Taxes, in each case, imposed (i) 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) as a result of a present or former connection between such recipient and the
jurisdiction imposing such Tax (other than connections solely arising from such recipient having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in
any other transaction pursuant to or enforced any Loan Documents, or sold or assigned an interest in any Loan or Loan Document),
(b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which
the Borrower is located, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)),
any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time
such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts
from the Borrower with respect to such withholding Tax pursuant to Section 2.14(a), (d) Taxes attributable to such recipient’s
failure to comply with Section 2.14(f), and (e) any U.S. federal withholding Taxes imposed under FATCA.


 


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


 


“Existing
Investments Certificate” has the meaning ascribed to such term in Section 3.12(b).


 


“Existing Lender”
has the meaning assigned to such term in the recitals to this Agreement.


 


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


 






    19


     


    

 


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


 


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


 


“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 by the
Borrower and issuances of Indebtedness by any Obligor), provided, however, that Extraordinary Receipts shall
not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.14(h),
or (y) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity
payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds,
awards or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and
promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of
such Person with respect thereto.


 


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


 


“FCPA”
has the meaning assigned to such term in Section 3.21.


 


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


 


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


 


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


 






    20


     


    

 


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


 


“Financing
Subsidiary Limitation Period” shall have the meaning ascribed to that term in Section 6.17.


 


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


 


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


 


“Foreign Eligible
Portfolio Investments” means any Eligible Portfolio Investment of a Permitted Foreign Issuer with respect to which the
requirements of paragraph 13 of Schedule 1.01(d) hereto are met by reference to any Permitted Foreign Jurisdiction.


 


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


 


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


 


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


 


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


 






    21


     


    

 


“Guarantee and
Security Agreement” means the Amended and Restated Guarantee, Pledge and Security Agreement, dated as of the Original
Restatement Effective Date, between the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent, each holder
(or a representative or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent,
as the same shall be amended, restated, modified and supplemented from time to time.


 


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


 


“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement
or other interest or currency exchange rate or commodity price hedging arrangement entered into in the ordinary course of business
and not for speculative purposes. For the avoidance of doubt, in no event shall a Hedging Agreement include a total return swap.


 


“HMT”
means Her Majesty’s Treasury (United Kingdom).


 


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


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.06(f).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits,
loans or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments,
(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other
than trade accounts payable and accrued expenses in the ordinary course of business not past due for more than 90 days after the
date on which such trade account payable was due), (e) all Indebtedness of others secured by any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of such debt being the
lower of the outstanding amount of such debt and the fair market value of the property subject to such Lien), (f) all Guarantees
by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) the amount such Person
would be obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the time of determination, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) all obligations, contingent
or otherwise, with respect to Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor (or such Person is not otherwise liable for such Indebtedness).
Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks arising in the ordinary
course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of
the seller of such asset or Investment, (y) a commitment arising in the ordinary course of business to make a future Portfolio
Investment or (z) indebtedness of the Borrower on account of the sale by the Borrower of the first out tranche of any First Lien
Bank Loan that arises solely as an accounting matter under ASC 860, provided that such indebtedness (i) is non-recourse
to the Borrower and its Subsidiaries and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in a
bankruptcy, insolvency or liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount sold
or purportedly sold.


 






    22


     


    

 


“Industry Classification
Group” means any of the classification groups that are currently in effect by Moody’s or may be subsequently
established by Moody’s and provided by the Borrower to the Lenders (including, without limitation, those set forth on Schedule
1.01(e) on the Restatement Effective Date).


 


“ING”
means ING Capital LLC.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section
2.05, substantially in the form of Exhibit E hereto or such other form as reasonably satisfactory to the Administrative
Agent.


 


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


 


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


 






    23


     


    

 


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


 


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


 


“Investment
Advisor” means Monroe Capital BDC Advisors, LLC, a Delaware limited liability company, or an Affiliate thereof.


 


“Investment
Allocation Policy” means the written statement, approved by the Board of Directors of the Borrower and reasonably acceptable
to the Administrative Agent, of the Borrower’s investment allocation
policy between affiliated investment vehicles managed directly or indirectly by Monroe Capital BDC Advisors, LLC.


 


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


 


“Investment
Policies” means the credit policies and procedures of Monroe Capital BDC Advisors, LLC and the Investment Allocation Policy, each as in existence on the Original Effective Date.


 


“Lenders”
means the Persons listed on Schedule 1.01(b) (as amended from time to time pursuant to Section 2.06) as having
Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for
it to assume a Commitment or to acquire Revolving Credit Exposure, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption.


 


“LIBO Quoted
Currency” means (x) Dollars and (y) Euro and English Pounds Sterling (but in the case of this clause (y), only if such
Currency is an Agreed Foreign Currency), in each case so long as there is a published LIBO Rate with respect thereto.


 






    24


     


    

 


“LIBO Rate”
means, for any Interest Period:


 


(a)       for
any Eurocurrency Borrowing denominated in a LIBO Quoted Currency, (i) the Intercontinental Exchange Benchmark Administration Ltd.
LIBOR Rate (or the successor thereto if the Intercontinental Exchange Benchmark Administration Ltd. is no longer making such rates
available) per annum for deposits in such Currency for a period equal to the Interest Period appearing on the display designated
as Reuters Screen LIBOR01 Page (or such other page on that service or such other service designated by the Intercontinental Exchange
Benchmark Administration Ltd. (or the successor thereto if the Intercontinental Exchange Benchmark Administration Ltd. is no longer
making such rates available) for the display of such Administration’s Interest Settlement Rates for deposits in such Currency)
as of 11:00 a.m., London time on the day that is two Business Days prior to the first day of the Interest Period (or if such
Reuters Screen LIBOR01 Page is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page
as of such date and such time); or (ii) if the Administrative Agent determines that the sources set forth in clause (i) are unavailable
for the relevant Interest Period, LIBO Rate for purposes of this clause (a) shall mean the rate of interest determined by the Administrative
Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which
deposits in such Currency are offered to the Administrative Agent two (2) business days preceding the first day of such Interest
Period by leading banks in the London interbank market as of 11:00 a.m. for delivery on the first day of such Interest Period,
for the number of days comprised therein and in an amount comparable to the amount of the Administrative Agent’s portion
of the relevant Eurocurrency Borrowing;


 


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


 


(c)       in
the case of any Eurocurrency Borrowings denominated in AUD, the AUD Screen Rate per annum plus 0.20%; and


 


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


 


provided,
in each case, that if the LIBO Rate is less than zero0.50%,
such rate shall be deemed to be zero0.50%
for purposes of this Agreement.


 


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


 






    25


     


    

 


“Loan Documents”
means, collectively, this Agreement, any promissory notes delivered pursuant to Section 2.07(f) and the Security Documents,
and such other agreements and operative documents, and any amendments or supplements thereto or modification thereof, executed
and/or delivered pursuant to the terms of this Agreement or any of the other Loan Documents.


 


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


 


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


 


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


 


“Material Indebtedness”
means (a) Indebtedness (other than the Loans and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries
(including any Financing Subsidiary) in an aggregate principal amount exceeding $5,000,000 and (b) obligations in respect
of one or more Hedging Agreements or other swap or derivative transactions under which the maximum aggregate amount (after giving
effect to any netting agreements) that the Borrower and/or
its Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such time would exceed $5,000,000.


 


“Maturity Date”
means the earliest of: (a) the Stated Maturity Date, (b) the date upon which the Administrative Agent declares the Obligations,
or the Obligations become, due and payable after the occurrence of an Event of Default and (c) the date upon which the Commitments
are terminated in full pursuant to Section 2.06(b).


 


“Maximum
Rate” has the meaning assigned to such term in Section 9.18.


 


“Modified
Asset Coverage Ratio” means, if the Borrower has elected to use the relief offered by Release No. 33837, the Asset Coverage
Ratio determined after giving effect to Release No. 33837 as in effect on the Amendment No. 3 Effective Date.


 


“Monroe
Joint Venture” means MRCC Senior Loan Fund I, LLC, a Delaware limited liability company.


 


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


 


“Multicurrency
Commitments” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Loans
denominated in Dollars and in Agreed Foreign Currencies hereunder, as such commitment may be (a) reduced or increased from time
to time pursuant to Section 2.06 or reduced from time to time pursuant to Section 2.08 or as otherwise provided in
this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section
9.04 and the other provisions of this Agreement (including the last two paragraphs of Section 7.01). The aggregate amount of
each Lender’s Multicurrency Commitment as of the Restatement Effective Date is set forth on Schedule 1.01(b),
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate
amount of the Lenders’ Multicurrency Commitments as of the Restatement Effective Date is $145,000,000.


 






    26


     


    

 


“Multicurrency
Lender” means the Persons listed on Schedule 1.01(b) (as amended pursuant to Section 2.06) as having Multicurrency
Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for
it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption.


 


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


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA that is contributed to
by (or to which there is an obligation to contribute of) the Borrower, any of its Subsidiaries or any of their ERISA Affiliates,
and each such plan for the six-year period immediately following the latest date on which the Borrower, any of its Subsidiaries
or any of their ERISA Affiliates contributed to or had an obligation to contribute to such plan.


 


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


 


“Net Asset Sale
Proceeds” means, with respect to any Asset Sale, an amount equal to (a) the sum of any Cash payments and Cash Equivalents
(and net Cash or Cash Equivalent proceeds of any noncash amount) received by the Obligors from such Asset Sale (including (i)
any Cash amount received by an Obligor from a disposition to a Financing Subsidiary and (ii) any Cash or Cash Equivalents
(and net Cash or Cash Equivalent proceeds of any noncash amount) received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received), minus (b) any costs, fees, commissions, premiums
and expenses actually incurred by any Obligor directly incidental to such Asset Sale and paid in cash to a Person that is not an
Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), minus
(c) all taxes paid or reasonably estimated to be payable by any Obligor as a result of such Asset Sale (after taking into account
any available tax credits or deductions).


 


“Net
Cash Proceeds” means Cash proceeds net of underwriting
discounts and commissions or other similar payments and other costs, fees, premiums,
commissions and expenses directly associated therewith,
including, without limitation, reasonable legal fees and expenses.


 


“No External
Review Assets” means Portfolio Investments that are Unquoted Investments with a fair value of less than $4,000,000 and
which an Approved Third-Party Appraiser is not assisting the Board of Directors of the Borrower in determining the fair market
value of such Unquoted Investment in accordance with Section 5.12 as of the end of the applicable fiscal quarter; provided
that the aggregate fair value of all such Unquoted Investments does not exceed 10% of the Borrowing Base.


 






    27


     


    

 


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


 


“Non-Core
Asset” means, on any date, (i) the portion of any Eligible Portfolio Investment that is excluded from the Borrowing Base
at any time whether before or after the Amendment No. 3 Effective Date, (ii) any Portfolio Investment that is not an Eligible Portfolio
Investment and is designated as a “Non-Core Asset” on the Borrowing Base Certificate delivered on the Amendment No.
3 Effective Date or on any subsequent Borrowing Base Certificate delivered to the Administrative Agent from time to time
pursuant to the terms of this
Agreement (which specifically shall be permitted to include any Portfolio Investment that constitutes an Eligible Portfolio Investment
on the Amendment No. 3 Effective Date but thereafter ceases to qualify as an Eligible Portfolio Investment) and (iii) any follow
on investments and protective advances made with respect to such Portfolio Investments, in each case, that meets all of the criteria
set forth on Schedule 1.01(f) hereto on such date; provided, that no Portfolio Investment shall constitute a Non-Core Asset or
be included in the Borrowing Base Flex if the Collateral Agent does not at all times maintain a first priority, perfected Lien
(subject to no other Liens other than Eligible Liens) on such Non-Core Asset or if such Non-Core Asset has not been or does not
at all times continue to be Delivered (as defined in the
Guarantee and Security Agreement).


 


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


 


“Non-Pledged
Financing Subsidiary” means, with respect to any Financing Subsidiary, the Equity Interest of such Financing
Subsidiary is not subject to a first priority perfected security interest in favor of the Collateral Agent securing the Secured
Obligations.


 


“Obligations”
means all present and future indebtedness, obligations, and liabilities of the Obligors to the Administrative Agent and/or any
other Secured Party, and all renewals and extensions thereof, or any part thereof, arising pursuant to this Agreement (including,
without limitation, the indemnity provisions hereof), and all interest accruing thereon, and attorneys’ fees incurred in
the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect,
fixed, contingent, joint, several, or joint and several; together with all indebtedness, obligations, and liabilities of the Obligors
to the Administrative Agent and/or any other Secured Party evidenced or arising pursuant to any of the other Loan Documents, and
all renewals and extensions thereof, or any part thereof.


 


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


 


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


 


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


 






    28


     


    

 


“Original Effective
Date” means October 23, 2012.


 


“Original Restatement
Effective Date” means December 14, 2015.


 


“Other Covered
Indebtedness” means, collectively, (i) Secured Longer-Term Indebtedness, (ii) Unsecured Shorter-Term Indebtedness and
(iii) from and after the date that is 9 months prior to their scheduled maturity, the 2023 Notes; provided that to the extent
any portion of any such Indebtedness is subject to a contractually scheduled amortization payment,or
other required principal payment or redemption earlier than the scheduled maturity date of such Indebtedness, such portion of such
Indebtedness shall be included in the calculation of Other Covered Indebtedness beginning upon the date that is the later of (x)
9 months prior to such scheduled amortization payment, other required principal payment or redemption and (y) the date the Borrower
becomes aware that such Indebtedness is required to be paid or redeemed.


 


“Other Permitted
Indebtedness” means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any
Obligor’s business that are overdue for a period of more than 90 days and which are being contested in good faith by appropriate
proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the
ordinary course of any Obligor’s business in connection with its purchasing of securities, Hedging Agreements entered into
for financial planning purposes and not for speculative purposes, reverse repurchase agreements or dollar rolls to the extent such
transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies,;
provided that such Indebtedness does not arise in connection with the purchase of Eligible
Portfolio Investments other than Cash Equivalents and U.S. Government Securities,;
(c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking
an appeal so long as such judgments or awards do not constitute an Event of Default under Section 7.01(k), (d) Indebtedness
incurred in the ordinary course of business to finance equipment and fixtures; provided that such Indebtedness does not exceed
$5,000,000 in the aggregate at any time outstanding; and (e) other Indebtedness not to exceed $3,000,000 in the aggregate.


 


“Other Taxes”
means any and all present or future stamp, court, documentary, intangible, recording or filing 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, performance,
enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any
Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to
Section 2.17(b)) and as a result of a present or former connection between such Lender and the jurisdiction imposing such
Tax (other than connections solely arising from such Lender having executed, delivered, become a party to, performed is obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or
enforced any Loan Documents, or sold or assigned an interest in any Loan or Loan Document).


 


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


 






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


 


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


 


“Permitted Foreign
Issuer” shall mean any Person (i) organized under the laws of a Permitted Foreign Jurisdiction or any province thereof,
(ii) domiciled in a Permitted Foreign Jurisdiction, or (iii) with principal operations or any other material property or other
material assets pledged as collateral and located in a Permitted Foreign Jurisdiction.


 


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


 


“Permitted Holders”
means Theodore Koenig, Michael Egan, Jeremy VanDerMeid, Thomas Aronson and Aaron Peck, or any other individual manager of Monroe
Management Holdco, LLC reasonably acceptable to the Administrative Agent and the Required Lenders after the death, disability,
resignation or termination for cause by the Board of Directors of any of the foregoing.


 


“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, landlord,
and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other
than Indebtedness for borrowed money) not yet due or that are being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; (d) Liens incurred or pledges
or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment
insurance or other similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or
to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance
premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed
money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business;
(f) Liens arising out of judgments or awards that have been in force for less than the applicable period for taking an appeal
so long as such judgments or awards do not constitute an Event of Default; (g) customary rights of setoff and liens upon (i) deposits
of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business,
(ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such
accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian
in the ordinary course of business, in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities,
charges for returning items and other similar obligations; (h) Liens arising solely from precautionary filings of financing
statements under the Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered into by the
Borrower or any of its Subsidiaries in the ordinary course of business; (i) zoning restrictions, easements, licenses, or other
restrictions on the use of any real estate (including leasehold title), in each case which do not interfere with or affect in any
material respect the ordinary course conduct of the business of the Borrower and its Subsidiaries; (j) purchase money Liens on
specific equipment and fixtures provided that (i) such Liens only attach to such equipment and fixtures, (ii) the Indebtedness
secured thereby is incurred pursuant to clause (d) of the definition of “Other Permitted Indebtedness” and (iii) the
Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of such equipment and fixtures at
the time of the acquisition thereof; (k) deposits of money securing leases to which Borrower is a party as lessee made in the ordinary
course of business; and (l) Eligible Liens.


 






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“Permitted Policy
Amendment” is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved
in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental
Authority, or (c) not material.


 


“Permitted SBIC
Guarantee” means a guarantee by the Borrower of SBA Indebtedness of an SBIC Subsidiary on SBA’s then applicable
form, provided that the recourse to the Obligors thereunder is expressly limited only to periods after the occurrence of
an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided
in Section 7.01(q), it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse
occurs).


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan) that is subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, in respect of which the Borrower, any
of its Subsidiaries or any of its or their respective ERISA Affiliates is (or would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.


 


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


 


“Portfolio Company
Data” means the most recently available historic
(not to exceed 6 monthsone
full fiscal quarter) and pro-forma financial information and market data associated with a Portfolio Company which has
been delivered by such Portfolio Company to the Borrower (which the Borrower has no reason to believe is inaccurate in any material
respect), which may include pro-forma financial information in connection with, among other things, (a) an Investment that was
originated by the Borrower within the preceding twelve month period, (b) a Portfolio Company that has, within the preceding twelve
month period, been the acquirer of substantially all of the business assets or stock of another Person, (c) a Portfolio Company
that has, within the preceding twelve month period, been the target of an acquisition of substantially all of its business assets
or stock, and/or (d) a Portfolio Company that does not have an entire fiscal year under its current capital structure. For the
avoidance of doubt, Portfolio Company Data shall exclude any adjustments to the historical results of the applicable Portfolio
Company to the extent such adjustments are inconsistent with the methodologies of RiskCalc.


 






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“Portfolio Investment”
means any Investment held by the Borrower and its Subsidiaries in their asset portfolio and included on the schedule of investments
on the financial statements of the Borrower delivered pursuant to Section 5.01(a) or (b) (and, for the avoidance
of doubt, shall not include any Subsidiary of the Borrower).


 


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


 


“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.


 


“Public
Health Event” means (i) any epidemic, pandemic, disease outbreak (including COVID-19), other health crisis and/or public
health event and/or (ii) any adverse economic, financial and/or social conditions resulting from, arising out of or relating to
the foregoing clause (i).


 


“QFC”
has the meaning assigned to such term in Section 9.20.


 


“QFC Credit
Support” has the meaning assigned to such term in Section 9.20.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on December 31, 2015.


 


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


 


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


 


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


 


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


 






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“Release
No. 33837” means Release No. IC-33837 issued by the SEC on April 8, 2020.


 


“Relevant
Governmental Body” means (a) the Federal
Reserve Board and/or the Federal Reserve Bank of New York, or acentral
bank for the currency in which the LIBO Rate is denominated or any central bank or other supervisor which is responsible for supervising
either the LIBO Rate or the administrator of the LIBO Rate or (b) any working group or committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor
thereto.(i) the central bank for the currency in which
the LIBO Rate is denominated, (ii) any central bank or other supervisor which is responsible for supervising either the LIBO Rate
or the administrator of the LIBO Rate, (iii) a group of those central banks or other supervisors or (iv) the Financial Stability
Board or any part thereof.


 


“Required Lenders”
means, at any time, subject to Section 2.16(b), Lenders having Revolving Credit Exposures and unused Commitments representing more
than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided, that, (a) if
there are only three (3) Lenders at such time, “Required Lenders” shall mean Lenders having Revolving Credit
Exposures and unused Commitments representing at least two-thirds of the sum of the total Revolving Credit Exposures and unused
Commitments at such time and (b) if there are only two (2) Lenders at such time, “Required Lenders”
shall mean all Lenders. Solely for purposes of Section 2.11(a)(ii) and the last sentence of Section 9.02(b), the
Required Lenders of a Class means Lenders having Revolving Credit Exposures and unused Commitments of such Class representing more
than 50% (or, if there are only three (3) Lenders of such Class at such time, at least two-thirds, and, if there are only two (2)
Lenders of such Class at such time, all such Lenders) of the sum of the total Revolving Credit Exposures and unused Commitments
of such Class at such time.


 


“Required Multicurrency
Lenders” means Multicurrency Lenders having Revolving Multicurrency Credit Exposures and unused Multicurrency Commitments
representing more than 50% (or, if there are only three (3) Multicurrency Lenders at such time, at least two-thirds, and, if there
are only two (2) Multicurrency Lenders at such time, all such Multicurrency Lenders) of the sum of the total Revolving Multicurrency
Credit Exposures and unused Multicurrency Commitments at such time.


 


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


 


“Restatement
Effective Date” means March 1, 2019.


 


“Restricted
Investment” means (i) the Monroe Joint Venture, (ii) any other joint venture that the Borrower or any of its Subsidiaries,
directly or indirectly, has an interest in and (iii) any Subsidiary of the Monroe Joint Venture or any such other joint venture.


 


“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 stockEquity
Interests 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 stockEquity
Interests of the Borrower or any of its Subsidiaries
or any option, warrant or other right to acquire any such shares of capital stockEquity
Interests of the Borrower or any of its Subsidiaries,
provided, for clarity, neither the conversion of convertible debt into Permitted Equity Interests nor the purchase, redemption,
retirement, acquisition, cancellation or termination of convertible debt made solely with Permitted Equity Interests shall be a
Restricted Payment hereunder.


 






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“Return of Capital”
means an amount equal to (a) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time
in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise),
plus (b) without duplication of amounts received under clause (a), any net cash proceeds (including net cash proceeds of any noncash
consideration) received by any Obligor at any time from the sale of any property or assets pledged as collateral in respect of
any Portfolio Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such
Portfolio Investment, plus (c) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time
in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the 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, plus (d) any similar return of capital received by any Obligor in cash (and net cash proceeds of any noncash amount)
in respect of any Portfolio Investment.


 


“Revolver Termination
Date” means the date that is the earlier to occur of (i) the date that is the four (4) year anniversary of the Restatement
Effective Date, and (ii) the termination in full of the Commitments in accordance with this Agreement, in each case unless
extended with the consent of each Lender in its sole and absolute discretion.


 


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


 


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


 


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


 


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


 


“Risk
Factor” means, with respect to any Portfolio Investment (other than an ABL Transaction), for any calendar quarter, the
risk factor set forth on Schedule 1.01(c) corresponding to the Risk Factor Rating that has been most recently assigned to
such Portfolio Investment by the Borrower in accordance with the definition of Risk Factor Rating.


 






    34


     


    

 


“Risk
Factor Rating” means, with respect to any Portfolio Investment (other than an ABL Transaction), a rating assigned by
the Borrower from time to time to such Portfolio Investment by, at the Borrower’s option, either (i) using a public or private
rating of the Portfolio Company from Moody’s; (ii) using a comparable shadow rating performed by a Moody’s analyst
with respect to the Portfolio Investment; (iii) if such a public or private rating or comparable shadow rating referred to in clauses
(i) and (ii) above is not available, using a comparable rating determined by the Borrower inputting the Portfolio Company Data
relating to such Portfolio Investment into RiskCalc (Moody’s KMV Expected Default Frequency model); or (iv) determining a
rating by another method that has been approved for such Portfolio Investment by the Administrative Agent and Lenders (which approval,
for the avoidance of doubt, may be given electronically) holding at least two-thirds of the total Revolving Credit Exposures and
unused Commitments.


 


“Rockdale
Blackhawk Loans” means those loans and other financial accommodations set forth in the Existing Investments Certificate made
in connection with that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented and/or otherwise
modified from time to time) by and among Rockdale Blackhawk, LLC (or any of its affiliates), Monroe Capital Management Advisors,
LLC, as administrative agent, the lenders party thereto and certain other parties, including, without limitation, any right to
receive any funds or distributions of assets with respect thereto in connection with the Chapter 7 bankruptcy case of Little River
Healthcare Holdings, LLC, et al., pending as Case No. 18-60526 in the United States Bankruptcy Court for the Western District of
Texas, Waco Division (whether by settlement therein or otherwise).


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., a New York corporation, or any successor thereto.


 


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


 


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


 


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


 


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


 


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


 






    35


     


    

 


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


 


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


 


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


 


Any designation by the
Borrower under clause (y) above shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative
Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge,
such designation complied with the foregoing conditions.


 


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


 


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


 


(a) has no amortization
or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the Stated
Maturity Date (it being understood that any mandatory amortization, redemption, repurchase or prepayment obligation or put right
that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control
or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding
the foregoing, the Borrower acknowledges that any payment prior to the Termination Date in respect of any such obligation or right
shall only be made to the extent permitted by Section 6.12));


 






    36


     


    

 



 


(b)
is incurred pursuant to documentation containing (i) financial covenants, covenants governing the borrowing base, if any,
portfolio valuations and events of default (other than events of default customary in indentures or similar instruments that have
no analogous provisions in this Agreement or credit agreements generally) that are no more restrictive upon the Borrower and its
Subsidiaries than those set forth in this Agreement (provided that, upon the Borrower’s written notice to the Administrative
Agent at least five Business Days prior to the incurrence of any Secured Longer-Term Indebtedness that otherwise would not meet
the requirements of this clause (b)(i), this Agreement will be deemed automatically amended (and, upon the request of the
Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such amendment),
mutatis mutandis, solely to the extent necessary that the financial covenants, covenants governing the borrowing base, if
any, portfolio valuations and events of default, as applicable, in this Agreement shall be at least as restrictive as such covenants
in the Secured Longer-Term Indebtedness) and (ii) other terms (other than interest and any commitment or related fees) that are
no more restrictive in any material respect upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set
forth in this Agreement (it being understood that put rights or repurchase or redemption obligations (x) in the case of convertible
securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower
to satisfy a continued listing rule with respect to its Capital Stock or (y) arising out of circumstances that would constitute
a “fundamental change” (as such term is customarily defined in convertible note offerings) or be Events of Default
under this Agreement shall not be deemed to be more restrictive for purposes of this definition); and


 


(c) ranks pari passu
with the obligations under this Agreement and is not secured by any assets of any Person other than any assets of any Obligor pursuant
to the Security Documents and the holders of which, or the agent, trustee or representative of such holders have agreed to be bound
by the provisions of the Security Documents in a manner reasonably satisfactory to the Administrative Agent and the Collateral
Agent. For the avoidance of doubt, (i) Secured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal
or extension of any Secured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues
to satisfy the requirements of this definition and (ii) any payment on account of Secured Longer-Term Indebtedness shall be
subject to Section 6.12.


 


“Secured Obligations” has
the meaning specified in the Guarantee and Security Agreement.


 


“Secured Parties”
has the meaning specified in the Guarantee and Security Agreement.


 


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


 


“Senior Coverage
Ratio” means the ratio of (A) the aggregate fair value (with regard to (i)
Eligible Portfolio Investments, as determined in accordance with Section 5.12(b)(ii))
and (ii) Non-Core Assets, as determined in accordance with Schedule 1.01(f)) of the Collateral of the Obligors (exclusive
of Collateral that represents Equity Interests in Financing Subsidiaries and Equity Interests in joint ventures that in the aggregate
exceed 20% of the total value of the Collateral) to (B) the Covered Debt Amount (excluding solely for this purpose any unsecured
Indebtedness included therein not maturing within 90 days of the date of determination).


 






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


 


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


 


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


 


“Standard Securitization
Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance
guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant
purchase price credits for breach of representations and warranties referred to in clause (c), and (c) representations,
warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary
in commercial loan securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the collectability
of the assets sold or the creditworthiness of the underlying obligors and excluding obligations that constitute credit recourse).


 


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


 


“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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“Structured
Subsidiaries” means a direct or indirect Subsidiary of the Borrower to which any Obligor sells, conveys or otherwise
transfers (whether directly or indirectly) Portfolio Investments, which is formed in connection with, and which continues to exist
for the sole purpose of, such Subsidiary obtaining and maintaining third-party financing from unaffiliated third parties, and which
engages in no material activities other than in connection with the purchase and financing of such assets from the Obligors or
any other Person, and which is designated by the Borrower (as provided below) as a Structured Subsidiary; and, so long as:


 


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


 


(b)          no
Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms no less favorable
to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees
payable in the ordinary course of business in connection with servicing loan assets;


 


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


 


(d)          definitive
documentation relating to a third party financing provided to such Subsidiary by an unaffiliated third party (1) remains in full
force and effect at all times and (2) does not permit such Subsidiary to become an Obligor hereunder;


 


(e)          [reserved];


 


(f)           in
the good faith judgment of the Borrower, such Structured Subsidiary reasonably expects to utilize, in the ordinary course of business,
its assets to obtain or maintain a secured financing from an unaffiliated third party.


 


Any such designation
by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which
certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation
complied with the foregoing conditions. Each Subsidiary of a Structured Subsidiary shall be deemed to be a Structured Subsidiary
and shall comply with the foregoing requirements of this definition.


 






    	 	39	 



     


    

 


“Subject to
Sanctions” with respect to any Person means that such Person is: (a) currently the subject of, or subject to, any
Sanctions; (b) included on OFAC’s list of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions
Targets; (c) located, organized or resident in a Designated Jurisdiction; or (d) (i) an agency of the government of a Designated
Jurisdiction, (ii) an organization controlled by a Designated Jurisdiction, or (iii) a Person located, organized or resident
in a Designated Jurisdiction.


 


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


 


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


 


“Supported QFC”
has the meaning set forth in Section 9.20.


 


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


 


“Term SOFR” means the forward-looking
term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Termination
Date” means the date on which the Commitments have expired or been terminated and the principal of and accrued interest
on each Loan and all fees and other amounts payable hereunder shall have been paid in full (excluding, for the avoidance of doubt,
any amount in connection with any contingent, unasserted indemnification and
expense reimbursement obligations).


 


“Total Net Assets”
means, at any date, the total net assets of the Borrower and its Subsidiaries determined on a consolidated basis, without duplication,
in accordance with GAAP.


 






    	 	40	 



     


    

 


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


 


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


 


“Transparent
Subsidiary” means an entityany
Subsidiary of the Borrower designated in writing by the Borrower as a Transparent Subsidiary, so long as such Subsidiary is
directly or indirectly owned by an Obligor thatand
has no material assets other than Equity Interests (held directly or indirectly through other Transparent Subsidiaries) in one
or more CFCs.


 


“Two Largest
Industry Classification Groups” means, as of any date of determination, each of the two Industry Classification Groups
that a greater portion of the Borrowing Base has been assigned to each such Industry Classification Group pursuant to Section 5.12(a)
than any other single Industry Classification Group.


 


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


 


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


 


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


 


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


 


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


 


“Undisclosed Administration”
means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the
law in the country where such Lender or its direct or indirect parent company is subject to home jurisdiction supervision if applicable
law requires that such appointment is not to be publicly disclosed and such appointment has not been publicly disclosed (including,
without limitation, under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation)).


 


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


 






    	 	41	 



     


    

 


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


 


“Unsecured Longer-Term
Indebtedness” means


 


(A) any Indebtedness
for borrowed money of the Borrower that:


 


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


 


(b) is incurred
pursuant to terms that are substantially comparable to market terms for substantially similar debt of other similarly situated
borrowers as reasonably determined in good faith by Borrower (other than financial covenants and events of default (other than
events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit
agreements generally), which shall be no more restrictive upon the Borrower and its Subsidiaries, prior to the Termination Date,
than those set forth in this Agreement; provided that, upon the Borrower’s written notice to the Administrative Agent at
least five Business Days prior to the incurrence of any Unsecured Longer-Term Indebtedness that otherwise would not meet the requirements
set forth in this parenthetical of this clause (B), this Agreement will be deemed automatically amended (and, upon the request
of the Administrative Agent or the Required Lenders, the Borrower shall promptly enter into a written amendment evidencing such
amendment), mutatis mutandis, solely to the extent necessary such that the financial covenants and events of default, as
applicable, in this Agreement shall be at least as restrictive as such provisions in the Unsecured Longer-Term Indebtedness) (it
being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection
with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a continued listing
rule with respect to its Capital Stock or (y) arising out of circumstances that would constitute a “fundamental change”
(as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement, shall not be
deemed to be more restrictive for purposes of this definition), and


 


(c) is not
secured by any assets of any Person. For the avoidance of doubt, Unsecured Longer-Term Indebtedness shall also include any refinancing,
refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended
Indebtedness continues to satisfy the requirements of this definition; and


 






    	 	42	 



     


    

 


(B) the 2023 Notes
up until the date that is 9 months prior to the scheduled maturity of the 2023 Notes, provided that the 2023 Notes otherwise comply
with the provisions of the immediately preceding clause (A).


 


For the avoidance of
doubt, (a) Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured
Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements
of this definition and (b) any payment on account of Unsecured Longer-Term Indebtedness shall be subject to Section 6.12.


 


“Unsecured Shorter-Term
Indebtedness” means, collectively, (a) any Indebtedness of the Borrower or any of its Subsidiaries that is not secured
by any assets of any Person and that does not constitute Unsecured Longer-Term Indebtedness and (b) any Indebtedness of the
Borrower or any of its Subsidiaries that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).
For the avoidance of doubt, Unsecured Shorter-Term Indebtedness shall also include any refinancing, refunding, renewal or extension
of any Unsecured Shorter-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to
satisfy the requirements of clause (a).


 


“USA
PATRIOT Act” has the meaning assigned to such term in Section 3.20.


 


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


 


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


 


“U.S. Special
Resolution Regimes” has the meaning assigned to such term in Section 9.20.


 


“USA
PATRIOT Act” has the meaning assigned to such term in Section 3.20.


 


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


 


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


 






    	 	43	 



     


    

 


“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.


 


“Withholding
Agent” means the Borrower or the Administrative Agent, as applicable.


 


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


 


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


 


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


 






    	 	44	 



     


    

 


Section 1.04.        Accounting
Terms; GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application or interpretation
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 the Borrower, Administrative Agent and the Lenders agree to enter into negotiations
in good faith in order to amend such provisions of the Agreement so as to equitably reflect such change to comply with GAAP with
the desired result that the criteria for evaluating the Borrower'sBorrower’s
financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided,
however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, Administrative
Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis
of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything
herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt
Financial Accounting Standard Board Accounting Standards Codification 825, all determinations relating to fair value accounting
for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has
not adopted Accounting Standard Codification 825. Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial
Assets and Financial Liabilities, or any successor thereto (including pursuant to Financial Accounting Standard Board Accounting
Standard Codifications), to value any Indebtedness of the Borrower or any Subsidiary at “fair market value”, as defined
therein. In addition, notwithstanding Accounting Standards Update 2015-03, GAAP or any other matter, for purposes of calculating
any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation.


 


Section 1.05.        Currencies
Generally. At any time, any reference in the definition
of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular
nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on
the date hereof. Except as provided in Section 2.08(b) and the last sentence of Section 2.15(a), for purposes of
determining (i) whether the amount of any Borrowing under the Multicurrency Commitments, together with all other Borrowings under
the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate
amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving
Credit Exposure, (iv) the Covered Debt Amount and (v) the Borrowing Base or the Value or the fair market value of any Portfolio
Investment, the outstanding principal amount of any Borrowing that is denominated in any Foreign Currency or the Value or the
fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent
of the amount of the Foreign Currency of such Borrowing or Portfolio Investment, as the case may be, determined as of the date
of such Borrowing (determined in accordance with the last sentence of the definition of the term “Interest Period”)
or the date of valuation of such Portfolio Investment, as the case may be; provided that in connection with the delivery of any
Borrowing Base Certificate pursuant to Section 5.01(d) or (e), such amounts shall be determined as of the date of
the delivery of such Borrowing Base Certificate. Where any amount is denominated in Dollars under this Agreement but requires
for its determination an amount which is denominated in a Foreign Currency, such amounts shall be converted into the Foreign Currency
Equivalent on the date of determination. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as
a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency,
such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such
Foreign Currency).


 






    	 	45	 



     


    

 


Section 1.06.        Special
Provisions Relating to Euro. If at any time after
the Restatement Effective Date the Euro becomes an Agreed Foreign Currency then, from and after such date, each obligation hereunder
of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date
hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance
with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that
any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting
an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to
pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in
this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date
on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank
market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect
to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take
effect at the end of the Interest Period therefor.


 


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


 


Section 1.07.        Times
of Day; Interest Rates. Unless otherwise specified
in the Loan Documents, time references are to Eastern time (daylight or standard, as applicable). The Administrative Agent does
not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or
any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor
rate thereto, or replacement rate therefor.


 






    	 	46	 



     


    

 


Section 1.08.       Divisions.
For all purposes under the Loan Documents, in connection with any division or,
plan of division or creation or reorganization into one
or more series under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any
asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person (and
for all purposes of this Section 1.08, any series of a Person shall constitute a separate and different “Person”),
then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders
of its equity interestsEquity
Interests at such time.


 


Section 1.09.        Issuers.
For all purposes of this Agreement, all issuers of Eligible Portfolio Investments
that are Affiliates of one another shall be treated as a single issuer, unless such issuers are Affiliates of one another solely
because they are under the common Control of the same private equity sponsor or similar sponsor.


 


Section 1.10.        Public
Health Events. Notwithstanding any other
provision contained herein, unless otherwise agreed to by the Required Lenders in their sole discretion, all terms of an accounting
or financial nature used herein and all calculations of any financial or other covenants (including with respect to the Asset
Coverage Ratio (except as expressly provided in Section 6.07(a)) and the definitions therein) hereunder and all covenants limiting
or prohibiting transactions not permitted by law shall be determined, construed and/or calculated, in each case, without giving
effect to any temporary or permanent amendments, supplements, waivers, other modifications and/or other forms of relief since
December 31, 2019 of the Financial Accounting Standards Board (FASB), the Governmental Accounting
Standards Board and/or any Governmental Authority (including Release No. 33837 and other rules, regulations and orders
issued by the SEC) that arose in connection with, or as a result of, any Public Health Event.


 


Article II



THE CREDITS


 


Section 2.01.        The
Commitments. Subject to the terms and conditions
set forth herein, 


 


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


 






    	 	47	 



     


    

 


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


 


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


 


Section 2.02.       
Loans and Borrowings.


 


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


 


(b)          Type
of Loans. Subject to Section 2.11, each Borrowing of a Class shall be constituted entirely of ABR Loans or of Eurocurrency
Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each ABR Loan shall be
denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)           Minimum
Amounts. Each Eurocurrency Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $100,000, and each
ABR Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $100,000; provided that an ABR Borrowing
of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class. Borrowings
of more than one Class, Currency or Type may be outstanding at the same time.


 


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


 


(e)          [Reserved].


 


(f)           Restatement Effective Date Adjustments.


 


(i)              On
the Restatement Effective Date Borrower shall (A) prepay the Existing Loans (if any) in full and (B) simultaneously
borrow new Loans 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 Existing Lender will be subsequently borrowed from such Existing Lender and (y) the
Existing Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that,
after giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders
(as set forth in Schedule 1.01(b)). Each of the Lenders consents to any non-pro rata commitment reduction or payment
that is a result of the reallocation. Each of the Lenders agrees to waive repayment of the amounts, if any, payable under Section
2.13 as a result of, and solely in connection with, any such prepayment.


 






    	 	48	 



     


    

 


(ii)             On
the Restatement Effective Date, substantially contemporaneously with the reallocation described in Section 2.02(f)(i),
each Increasing Existing Lender shall make a payment to the Administrative Agent, for the account of the other Lenders, in an
amount calculated by the Administrative Agent in accordance with such section, so that after giving effect to such payment and
to the distribution thereof to the other Lenders, the Loans are held ratably by the Lenders.


 


Section 2.03.       
Requests for Borrowings.


 


(a)          Notice
by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by delivery of
a signed Borrowing Request or by telephone or e-mail (in each case, followed promptly by delivery (including by e-mail) of a signed
Borrowing Request) (i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than noon, New York
City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated
in a Foreign Currency, not later than noon, New York City time, four (4) Business Days before the date of the proposed Borrowing,
or (iii) in the case of an ABR Borrowing, not later than noon, New York City time, one (1) Business Day before the date of
the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed
by the Borrower. It is the intention of the Borrower to use its commercially reasonable efforts to make Borrowings hereunder in
a manner such that, after giving effect to each extension of credit hereunder, each Lender’s outstanding principal amount
of its Loans as a percentage of the aggregate outstanding principal amount of all Loans outstanding is in accordance with its
Applicable Percentage.


 


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


 


(i)              whether
such Borrowing is to be made under the Dollar Commitments, the Multicurrency Commitments or both (and, if both, the amount of
the Borrowing under each Class);


 


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


 






    	 	49	 



     


    

 


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


 


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


 


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


 


(vi)         the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.04.


 


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


 


(d)          Failure
to Elect. If no election as to the Class of a Borrowing denominated in Dollars is specified, then the requested Borrowing
shall be deemed to be under both the Multicurrency Commitments and Dollar Commitments, provided however, that if no election as
to a Class is specified but an Agreed Foreign Currency has been specified then the requested Borrowing shall be deemed to be under
the Multicurrency Commitments. If no election as to the Currency of a Borrowing is specified, then the requested Borrowing shall
be denominated in Dollars. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be a
Eurocurrency Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested
Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one (1)
month. If a Eurocurrency Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing
is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Eurocurrency Borrowing denominated in
Dollars having an Interest Period of one (1) month’s duration, and (ii) if the Currency specified for such Borrowing is
an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.


 


Section 2.04.       
Funding of Borrowings.


 


(a)          Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by
it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing
Request.


 


(b)          Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with paragraph (a) of this Section and, in reliance upon such assumption, the Administrative Agent may (in its sole discretion
and without any obligation to do so) make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate and (ii) in the case of the Borrower, the
interest rate applicable 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.


 






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Section 2.05.       
Interest Elections.


 


(a)          Elections
by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have the Interest
Period specified in such Borrowing Request. Thereafter, subject to Section 2.05(e), the Borrower may elect to convert such Borrowing
to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency
Borrowing, may elect the Interest Period therefor, all as provided in this Section; provided, however, that (i)
the Borrower may only continue or convert a Borrowing of a Class into a Borrowing of the same Class, (ii) the Borrower may not
continue or convert a Borrowing denominated in one Currency as or to a Borrowing in a different Currency, (iii) the Borrower may
not continue a Eurocurrency Borrowing denominated in a Foreign Currency if, after giving effect thereto, the aggregate Revolving
Multicurrency Credit Exposures would exceed the aggregate Multicurrency Commitments, and (iv) the Borrower may not convert a Eurocurrency
Borrowing denominated in a Foreign Currency 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 (except as provided under Section 2.11(b)), and
the Loans constituting each such portion shall be considered a separate Borrowing.


 


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


 


(c)          Content
of Interest Election Requests. Each Interest Election Request shall specify the following information in compliance with Section 2.02:


 


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


 






    	 	51	 



     


    

 


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


 


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


 


(iv)            if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period therefor after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d);
provided that there shall be no more than ten (10) separate interest rate contracts (either tenor or benchmark) outstanding at
any one time; provided further, that if a Dollar Loan and a Multicurrency Loan have Interest Periods beginning and ending on the
same dates, they shall be deemed to be a single interest rate contract for the purpose of the limit set forth in this clause (iv),
and for the avoidance of doubt, any ABR Loans do not count against such limit.


 


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


 


(e)          Failure
to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect
to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided
herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted
to a Eurocurrency Borrowing of the same Class having an Interest Period of one (1) month, and (ii) if such Borrowing is denominated
in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of
the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing, (ii) the Borrower
shall not be entitled to elect to convert or continue any Borrowing into or as a Eurocurrency Borrowing and (iii) any Eurocurrency
Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one (1) month’s duration.


 


Section 2.06.       
Termination, Reduction or Increase of the Commitments.


 


(a)          Scheduled
Termination. On the Revolver Termination Date the Commitments of each Class shall automatically be reduced to an amount equal
to the aggregate principal amount of the Loans of all Lenders of such Class outstanding on the Revolver Termination Date and thereafter
to an amount equal to the aggregate principal amount of the Loans of such Class outstanding after giving effect to each payment
of principal hereunder; provided that, for clarity, no Lender shall have any obligation to make new Loans on or after the
Revolver Termination Date, and any outstanding amounts shall be due and payable on the Maturity Date in accordance with Section
2.07.


 






    	 	52	 



     


    

 


(b)          Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments ratably among
each Class, so long as no Borrowing Request is outstanding, the Borrowing under which would cause the aggregate amount of all
outstanding Loans (including such Borrowing) to exceed the reduced amount of the Commitments; provided that (i) each
reduction of the Commitments pursuant to this Section 2.06(b) shall be in an amount (when considered in the aggregate with all
reductions being applied contemporaneously to the Classes being reduced) that is $5,000,000 or a larger multiple of $1,000,000
in excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans of any Class in accordance with Section 2.08, the total Revolving Credit Exposures of such
Class would exceed the total Commitments of such Class.


 


(c)          Notice
of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date
of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice,
the Administrative Agent shall advise the 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.


 


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


 


(e)          [Intentionally
omitted]


 


(f)           Increase of the Commitments.


 


(i)             
Requests for Increase by Borrower. The Borrower may, at any time prior to the Revolver Termination Date, propose
that the Commitments hereunder of a Class be increased (each such proposed increase being a “Commitment Increase”) by
notice to the Administrative Agent specifying each existing Lender (each an “Increasing Lender”) and/or
each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and
the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business
Day at least three Business Days (or such lesser period as the Borrower and the Administrative Agent may reasonably agree) after
delivery of such notice and 30 days prior to the Revolver Termination Date; provided that each Lender may determine in its
sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:


 






    	 	53	 



     


    

 


(A)            the
minimum amount of the Commitment (in the aggregate for all relevant Classes) of any Assuming Lender, and the minimum amount of
the increase of the Commitment (in the aggregate for all relevant Classes) of any Increasing Lender, as part of such Commitment
Increase shall be $5,000,000 or a largerwhole
multiple of $1,000,000 in excess thereof (or, in each case, in such other amounts as agreed to
by the Borrower and the Administrative Agent, in its sole discretion),


 


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


 


(C)   
         each Assuming Lender and the Commitment Increase shall be consented to by the Administrative Agent
(which consent shall not be unreasonably withheld);


 


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


 


(E)             the
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material
respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be
true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).


 


For
the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to
this Section 2.06(f).


 


(ii)             Effectiveness
of Commitment Increase by Borrower. TheOn
the Commitment Increase Date for any Commitment Increase, each Assuming Lender part
of such Commitment Increase, if any, shall become a Lender hereunder as of such Commitment Increase Date with
a Commitment in the amount set forth in the agreement referred to in Section 2.06(f)(ii)(y) and the Commitment of the
respective Class of any Increasing Lender and such Assuming Lender shall be increased
as of such Commitment Increase Date to the amount set forth in the
agreement referred to in Section 2.06(e)(ii)(y); provided that:


 


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


 






    	 	54	 



     


    

 


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


 


Promptly following satisfaction
of such conditions, the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof
and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system.


 


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


 


(iv)            Adjustments of Borrowings upon Effectiveness of Increase. On each Commitment Increase Date, the Borrower shall (A) prepay
the outstanding Loans (if any) of such Class in full, (B) simultaneously borrow new Loans of such Class hereunder in
an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to,
and borrowingBorrowing
from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will
be subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall
make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto,
the Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Lenders
of such Class (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts,
if any, payable under Section 2.13 as a result of any such prepayment. Notwithstanding the foregoing, unless otherwise consented
in writing by the Borrower, no Commitment Increase Date shall occur on any day other than the last day of an Interest Period. The
Administrative Agent shall amend Schedule 1.01(b) to reflect the aggregate amount of each Lender’s Dollar Commitments
and Multicurrency Commitments (including Increasing Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in
this Agreement shall be to Schedule 1.01(b) as amended pursuant to this Section.


 


(v)             Terms
of Loans issued on the Commitment Increase Date. For the avoidance of doubt, the terms and provisions of any new Loans issued
by any Assuming Lender or Increasing Lender, and the Commitment Increase of any Assuming Lender or Increasing Lender, shall be
identical to the terms and provisions of Loans of
the applicable Class issued by, and the Commitments of the
applicable Class of, the Lenders immediately prior to the applicable Commitment Increase Date.


 






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Section 2.07.       
Repayment of Loans; Evidence of Debt.


 


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


 


(b)          Manner of Payment. Subject to Section 2.08(d), 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 or e-mail) of such selection not later than the time set forth in Section 2.08(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 such Class and, second, to any remaining Borrowings of such Class in the order of the remaining duration of their
respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing
of a Class shall be applied ratably to the Loans of such Class included in such Borrowing (except as otherwise provided in Section
2.11(b)).


 


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


 


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


 


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


 






    	 	56	 



     


    

 



 


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


 


Section 2.08.       
Prepayment of Loans.


 


(a)         
Optional Prepayments. The Borrower shall have the right at any time and from time to time (but subject to Section
2.08(e)) to prepay any Borrowing in whole or in part, without premium or fee (but subject to Section 2.13), subject
to the requirements of this Section. Each prepayment in part under this Section 2.08 shall be in a minimum amount of $1,000,000
(or, if the total amount of such Borrowing is less than $1,000,000, the entire remaining outstanding amount of such Borrowing)
or a larger multiple of $100,000.


 


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


 


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


 


(ii)             
Prepayment. If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure exceeds 105%
of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall, promptly (but in no event later
than ten (10) Business Days following the Borrower’s receipt of the notice from the Administrative Agent described in clause
(i) above) prepay the Multicurrency Loans in such amounts as shall be necessary so that after giving effect thereto the aggregate
Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments.


 


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


 






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(c)         
Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure
exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be
necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any
time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Loans so that
the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered Indebtedness in such amounts as shall be
necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans and the Other Covered Indebtedness,
at least ratably (based on the outstanding principal amount of such Indebtedness) as to payments of Loans in relation to Other
Covered Indebtedness); provided, that,
if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which
plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within
30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business
Days permitted for delivery of such plan) (provided, however, that with
respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and
including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply),
then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations
set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with
Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For
clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable,
such 30-Business Day period), it shall constitute an immediate
Event of Default under Section 7.01(a).


 


(d)         
Mandatory Prepayments due to Certain Events Following Availability Period. Subject to Section 2.08(e) below:


 


(i)                
Asset Sales. In the event that any Obligor shall receive any Net Asset Sale Proceeds at any time after the Availability
Period, the Borrower shall, no later than the third Business Day following the receipt of such Net Asset Sale Proceeds, prepay
the Loans in an amount equal to 100% of such Net Asset Sale Proceeds (and the Commitments shall be permanently reduced by such
amount); provided, that with respect to Asset Sales of assets that are not Portfolio Investments, the Borrower shall not
be required to prepay the Loans unless and until (and to the extent that) the aggregate Net Asset Sale Proceeds relating to all
such Asset Sales are greater than $2,000,000.


 






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(ii)             
Extraordinary Receipts. In the event (but only to the extent) that the aggregate amount of all Extraordinary Receipts
received by the Obligors at any time after the Availability Period exceeds $2,000,000, the Borrower shall, no later than the third
Business Day following the receipt of such excess Extraordinary Receipts, prepay the Loans in an amount equal to such excess Extraordinary
Receipts (and the Commitments shall be permanently reduced by such amount); provided, that if the Loans to be prepaid are
Eurocurrency Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest
Period applicable to such Loans, so long as the Borrower deposits an amount equal to such excess Extraordinary Receipts, no later
than the third Business Day following the receipt of such excess Extraordinary Receipts, into a segregated collateral account
in the name and under the dominion and control of the Administrative Agent pending application of such amount to the prepayment
of the Loans (and permanent reduction of the Commitments) on the last day of such Interest Period.


 


(iii)           
Returns of Capital. In the event that any Obligor shall receive any Return of Capital at any time after the Availability
Period, the Borrower shall, no later than the third Business Day following the receipt of such Return of Capital, prepay the Loans
in an amount equal to 100% of such Return of Capital (and the Commitments shall be permanently reduced by such amount); provided,
that if the Loans to be prepaid are Eurocurrency Loans, the Borrower may defer such prepayment (and permanent Commitment reduction)
until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to 100% of
such Return of Capital, no later than the third Business Day following the receipt of such Return of Capital, into a segregated
collateral account in the name and under the dominion and control of the Administrative Agent pending application of such amount
to the prepayment of the Loans (and permanent reduction of the Commitments) on the last day of such Interest Period.


 


(iv)            
Equity Issuances. In the event that the Borrower shall receive any Net
Cash proceedsProceeds
from the issuance of Equity Interests of the Borrower at any time after the Availability PeriodAmendment
No. 3 Effective Date, the Borrower shall, no later than the third Business Day following the receipt of such Net
Cash proceedsProceeds,
prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net
of underwriting discounts and commissions or other similar payments and other costs, fees, premiums and expenses directly associated
therewith, including, without limitation, reasonable legal fees and expenses (and(x)
if such Net Cash Proceeds are received at any time from the Amendment No. 3 Effective Date until the end of the Availability Period,
the lesser of (a) 100% of such Net Cash Proceeds and (b) the amount required for the Covid Relief Borrowing Base Condition to be
satisfied immediately after giving effect to such prepayment and (y) if such Net Cash Proceeds are received at any time after the
Availability Period, the greater of (I) 50% of such Net Cash Proceeds and (II) the lesser of (a) 100% of such Net Cash Proceeds
and (b) the amount required for the Covid Relief Borrowing Base Condition to be satisfied immediately after giving effect to such
prepayment (and, solely in the case of this clause (y), the Commitments shall be permanently reduced by such amount).
In connection with any such prepayment prior to the end of the Availability
Period, the Borrower shall deliver an updated Borrowing Base Certificate as of the date of such prepayment (immediately after giving
effect to any prepayment of Loans (as well as any substantially concurrent acquisitions of Portfolio Investments, distributions
or payment of outstanding Indebtedness) on such date, to the extent applicable).


 






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(v)              
Indebtedness. In the event that any Obligor shall receive any Net
Cash proceedsProceeds
from the issuance of Indebtedness at any time after the Availability PeriodAmendment
No. 3 Effective Date, such Obligor shall, no later than the third Business Day following the receipt of such Net
Cash proceedsProceeds,
prepay the Loans in an amount equal to 100% of such Cash proceeds, net of underwriting discounts
and commissions or other similar payments and other costs, fees, commissions, premiums and expenses directly associated therewith,
including, without limitation, reasonable legal fees and expenses (and(x)
if such Net Cash Proceeds are received at any time from the Amendment No. 3 Effective Date until the end of the Availability Period,
the lesser of (a) 100% of such Net Cash Proceeds and (b) the amount required for the Covid Relief Borrowing Base Condition to be
satisfied and (y) if such Net Cash Proceeds are received at any time after the Availability Period, 100% of such Net Cash Proceeds
(and, solely in the case of this clause (y), the Commitments shall be permanently reduced by such amount). In
connection with any such prepayment prior to the end of the Availability Period, the Borrower shall deliver an updated Borrowing
Base Certificate as of the date of such prepayment (immediately after giving effect to any prepayment of Loans (as well as any
substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Indebtedness) on such date,
to the extent applicable).


 


(vi)            
Revolver Termination Date. Not later than the third Business Day following
the end of the Availability Period, the Borrower shall use the excess of (A) Cash and Cash Equivalents of the Borrower and its
Subsidiaries over (B) the sum of (i) the amount of the Borrower’s existing commitments (which include revolving loan or delayed
draw term loan commitments the funding of which are not at the discretion or consent of the Borrower or its Subsidiaries) to make
Portfolio Investments as of such date, (ii) any follow on advances or protective advances anticipated by the Borrower to be made
within ninety (90) days after the end of the Availability Period, (iii) the amount of the Borrower’s existing obligations
or the amount of Cash the Borrower reasonably intends to use to make distributions and dividends within ninety (90) days after
the end of the Availability Period that are permitted under Section 6.05(b) , (d) or (e), (iv) other payments in Cash by the Borrower
for operating expenses and other Cash needs (other than for making new Investments) in the ordinary course of business reasonably
expected to occur within ninety (90) days after the end of the Availability Period, in each case under the foregoing clauses (i),
(ii), (iii) and (iv) the calculation of which shall be demonstrated to the reasonable satisfaction of the Administrative Agent,
and (v) $3,000,000, to prepay the Loans (and the Commitments shall be permanently reduced by such amount).


 


Notwithstanding the foregoing,
and subject to clause (e) below, if, in connection with any of the events specified in this Section 2.08(d), the
Borrower receives any proceeds or Return of Capital in an Agreed Foreign Currency, the Borrower shall be permitted to pay just
the then outstanding Loans denominated in such Agreed Foreign Currency (applied ratably among just the Multicurrency Lenders);
provided that any such proceeds or Return of Capital remaining after the Loans denominated in such Agreed Foreign Currency
have been paid in full shall be converted to Dollars and paid ratably among the Dollar Lenders and the Multicurrency Lenders in
accordance with clause (e) below.


 






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(e)         
Notices, Etc. The Borrower shall notify the Administrative Agent by telephone (followed promptly by written confirmation) of
any repayment or prepayment hereunder (i) in the case
of repayment or prepayment of a Eurocurrency Borrowing denominated
in Dollars under Section 2.08(a), not later than 11:00 a.m., New York City time, three Business Days before the date
of repayment or prepayment, (ii) in the case of a
repayment or prepayment of a Eurocurrency Borrowing denominated in Foreign Currency under Section 2.08(a), not
later than 11:00 a.m., London time, four (4) Business Days before the date of repayment
or prepayment and (iii) in the case of a repayment or
prepayment of an ABR Borrowing under Section 2.08(a), or any prepayment under Section 2.08(b) or (c), not
later than 11:00 a.m., New York City time, one (1) Business Day before the date of repayment
or prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of
each Borrowing or portion thereof to be repaid or prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided,
that, (1) if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated
by Section 2.06(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.06(c) and (2) any such notices given in connection with any of the events specified in Section 2.08(d)
may be conditioned upon (x) the consummation of the issuance of Equity Interests or Indebtedness (as applicable) or (y) the receipt
of net cash proceeds from Extraordinary Receipts or Returns of Capital. Promptly following receipt of any such notice relating
to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Subject to clause (b) above and to the proviso of Section
2.15(c), each repayment and prepayment in Dollars shall
be applied ratably (based on the outstanding principal amounts of such indebtedness) between the Dollar Lenders and the Multicurrency
Lenders based on the then outstanding Loans denominated in Dollars and each repayment
and prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from
a prepayment event in such Agreed Foreign Currency) shall be applied ratably just among the Multicurrency Lenders. In the event
the Borrower is required to make any concurrent prepayments under both paragraph (b) and another paragraph of this Section 2.08,
any such prepayments shall be applied toward a prepayment pursuant to paragraph (b) before any prepayment pursuant to any
other paragraph of this Section 2.08. Prepayments


 


(f)          
Repayment and prepayments shall be accompanied by
accrued interest to the extent required by Section 2.10 and shall be made in the manner specified in Section 2.07(b).


 


Section 2.09.       
Fees.


 


(a)         
Commitment Fee, ACR Relief Fee and Borrowing Base Flex Fee.
The Borrower agrees to pay to the Administrative Agent for the
account of each Lender:


 


(i)          
a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the unused amount of the Dollar Commitment
and Multicurrency Commitment of such Lender, as applicable, on each day during the period from and including the Original Restatement
Effective Date to the earlier of the date the Commitments terminate and the Revolver Termination Date.;


 






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(ii)         
for the period commencing on the Amendment No. 3 Effective Date and ending
on the date in which the Commitments terminate and the Obligations are paid in full (other than contingent, unasserted indemnification
and expense reimbursement obligations), an ACR relief fee (the “ACR Relief Fee”) shall accrue on the Borrowings at
a rate per annum equal to 2.00% on each day in which each of (x) the Covid Relief Borrowing Base Condition is not satisfied and
(y) the Asset Coverage Ratio is not greater than 1.50 to 1; and


 


(iii)        
for the period commencing on the Amendment No. 3 Effective Date and ending
on the date in which the Commitments terminate and the Obligations are paid in full (other than contingent, unasserted indemnification
and expense reimbursement obligations), a borrowing base flex fee (the “Borrowing Base Flex Fee”) shall accrue on each
day at a rate per annum equal to 1.375% on the aggregate amount (which, if less than $0 on any day, shall be deemed $0 for such
day) on each day by which the Covered Debt Amount exceeds the Unadjusted Borrowing Base.


 


Accrued commitment fees shall be payable in
arrears on the following dates (commencing on the first such dates to occur after the Original Restatement Effective Date): (x)
within one Business Day after each Quarterly Date (calculated as of the most recent Quarterly Date); and (y) on the earlier of
the date the Commitments terminate and the Revolver Termination Date. Accrued
ACR Relief Fees and Borrowing Base Flex Fees shall be payable in arrears on the following dates (commencing on the first such dates
to occur after the Amendment No. 3 Effective Date): (x) within ten (10) days after the end of each calendar quarter; and (y) on
the date in which the Commitments terminate and the Obligations are paid in full (other than contingent, unasserted indemnification
and expense reimbursement obligations). All commitment fees,
ACR Relief Fees and Borrowing Base Flex 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 determining the Unadjusted Borrowing Base when calculating any ACR Relief Fees or Borrowing Base Flex Fees, the value
of assets with respect to any date in such calculation will be based on the most recent Borrowing Base Certificate delivered before
such date of calculation by the Borrower pursuant to Section 2.1(a)(vi) of the Amendment No. 3 or Section 5.01(d) or (e), as applicable
(but if no such Borrowing Base Certificate is timely delivered, as determined by the Administrative Agent in its sole discretion).


 


(b)         
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.


 


(c)         
Payment of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available
funds, to the Administrative Agent for distribution, in the case of commitment fees, ACR
Relief Fees, and Borrowing Base Flex Fees, to the Lenders entitled thereto. Fees paid shall not be refundable under
any circumstances absent manifest error. Any fees representing the Borrower’s reimbursement obligations of expenses, to the
extent requirements of invoice are not otherwise specified in this Agreement, shall be due (subject to the other terms and conditions
contained herein) within ten (10) Business Days of the date that the Borrower receives from the Administrative Agent an invoice
for such reimbursement obligations. On the Restatement Effective Date, the Borrower shall pay (i) all fees required to be paid
on the Restatement Effective Date under that certain amended and restated fee letter, dated March 1, 2019, by and between the Borrower
and ING and (ii) all costs and expenses outstanding on such date and required to be paid pursuant to Section 9.03(a)(i).


 






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Section 2.10.       
Interest.


 


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


 


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


 


(c)         
Default Interest. Notwithstanding the foregoing, if any Event of Default described in Section 7.01(a), (b),
(d) (only with respect to Section 6.07), (h), (i), (j) or (o) has occurred and is continuing,
or on the written demand of the Administrative Agent or the
Required Lenders if any Event of Default described in any other clause of Section 7.01 has occurred and is continuing, or if the
Covered Debt Amount exceeds the Borrowing Base during the 5-Business Day period (or, if applicable, the 30-Business Day or
10-Business Day period) referred to in Section 2.08(c), the interest applicable to the Loans shall accrue,
and any fee or other amount payable by the Borrower hereunder shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan
as provided above, or (ii) in the case of any fee or other amount, 2.00% plus the rate applicable to ABR Loans as provided
in paragraph (a) of this Section.


 


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


 


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


 


Section 2.11.       
Eurocurrency Borrowing Provisions. 


 






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


 


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


 


(ii)             
the Administrative Agent is advised by the Required Lenders of such Class that the Adjusted LIBO Rate for the Affected Currency
for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective
Eurocurrency Loans included in such Borrowing for such Interest
Period;


 


and, in each case, the provisions of Section
2.11(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by
telephone, telecopy or e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and
such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests
the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected
Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued
as, or converted to, an ABR Borrowing and, if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to
Dollars based on the Dollar Equivalent at such time and shall be an
ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing
denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, and (iii) if the Affected Currency is a Foreign Currency,
any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective.


 


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


 






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(c)          
Effect of Benchmark Transition Event.


 


(i)                
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend
this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition
Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed
amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of
objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election
will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written
notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant
to this Section 2.11(c) will occur prior to the applicable Benchmark Transition Start Date.


 


(ii)             
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become
effective without any further action or consent of any other party to this Agreement (other than the Borrower, whose consent shall
not be unreasonably withheld or delayed).


 






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(iii)           Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and
the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.11(c),
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.11(c).


 


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


 


Section 2.12.       Increased Costs.


 


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


 


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


 


(ii)           
subject any Lender to any Taxes (other than Covered Taxes and Taxes described in clauses (a)(ii), (c), (d) and (e) of the
definition of “Excluded Taxes”) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)          
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Eurocurrency Loans made by such Lender or participation therein;


 






    	 	66	 



     


    

 


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


 


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


 


(c)         
Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts, in Dollars, necessary to
compensate such Lender or its parent, 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 (it being understood that no Lender shall be
required to disclose (i) any confidential or price sensitive information or (ii) any information to the extent prohibited by applicable
law). The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


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


 


Section 2.13.       
Break Funding Payments; Foreign Currency Losses.
(a) In the event of (i) 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), (ii) the conversion
of any Eurocurrency Loan other than on the last day of an Interest Period therefor, (iii) the failure to borrow, convert,
continue or prepay any Eurocurrency 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 2.08(e) and
is revoked in accordance herewith), (iv) the assignment as a result of a request by the Borrower pursuant to Section 2.17(b) of
any Eurocurrency Loan other than on the last day of an Interest Period therefor or (v) the conversion of any Eurocurrency Loan
(other than on the last day of an Interest Period therefor) as a result of the occurrence of a CAM Exchange or otherwise, including
without limitation in connection with Section 2.15, then, in any such event, the Borrower shall compensate each Lender for the
loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any
such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of


 






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(1)       the
amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in clauses (i),
(ii), (iii), (iv) or (v) of this Section 2.13 denominated in the Currency of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest Period for such Eurocurrency Loan (or, in the case
of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing,
conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Currency
for such Interest Period, over


 


(2)       the
amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or an Affiliate of such Lender) for deposits denominated
in such Currency from other banks in the Eurocurrency market (or, in the case of any Non-LIBO Quoted Currency, in the relevant
market for such Non-LIBO Quoted Currency) at the commencement of such period.


 


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


 


(a)         
In the event that any Loan not denominated in Dollars is converted to, or redenominated in Dollars (including, without limitation,
pursuant to Section 2.15, a CAM Exchange or otherwise), then in any such event, the Borrower shall compensate each Lender for the
loss, cost or expense attributable to such event.


 


Section 2.14.       
Taxes.


 


(a)         
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under
any other Loan Document shall be made free and clear of and without deduction for any Taxes, unless otherwise required by applicable
law; provided that if an applicable Withholding Agent shall be required to deduct or withhold any Taxes from such payments
(as determined in the good faith discretion of such Withholding Agent), then (i) the applicable Withholding Agent shall be
entitled to make such deductions or withholdings, (ii) the applicable Withholding Agent shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the
sum payable by the Borrower shall be increased as necessary so that after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under this Section 2.14) the Administrative Agent
or Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made.


 






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


 


(c)         
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender for and, within
ten (10) Business Days after written demand therefor, pay the full amount of any Covered Taxes (including Covered Taxes imposed
or asserted on or attributable to amounts payable under this Section 2.14) payable or paid by the Administrative Agent or
such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
setting forth in reasonable detail a calculation and explanation of the amount of such payment or liability delivered to the Borrower
by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)         
Indemnification by the Lenders. To the extent required by any applicable law, the Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a)
or (c), each Lender shall, and does hereby, agree severally
to indemnify the Administrative Agent, and shall make payable in respect thereof within ten (10) Business Days after demand therefor,
(i) against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and
disbursements of any counsel for the Administrative Agent) (collectively, “Tax Damages”) incurred by or asserted
against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure
of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including
because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative
Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) and (ii) Tax
Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance
of a Participant Register. A certificate setting forth in reasonable detail a calculation and explanation of 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 this
Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in
this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the
replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.


 






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(e)          
Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority
pursuant to this Section 2.14, the Borrower shall deliver to the Administrative Agent the original or a certified copy of
a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any U.S. federal withholding
Taxes that are Excluded Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence on account of such Excluded Taxes, the Borrower shall indemnify the
Administrative Agent and each Lender for any incremental Taxes that may become payable by the Administrative Agent or such Lender
as a result of such failure.


 


(f)          
Status of Lenders.


 


(i)          
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement
or any other Loan Documents shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 2.14(f)(ii)(A) or (B)
or Section 2.14(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.


 


(ii)         
Without limiting the generality of the foregoing, if the Borrower is a U.S. Person,


 


(A)       any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


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


 






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		(1)	in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United
States is a party duly completed executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E,
as applicable, or any successor form establishing an exemption from, or reduction of, U.S. federal withholding Tax (x) with respect
to payments of interest under any Loan Document, pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, pursuant to the “business profits” or “other
income” article of such tax treaty,



 


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



 


		(3)	in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate, signed under penalties of perjury, to the effect that such Foreign Lender
is not (I) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (II) a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (III) a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed executed originals of
Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable (or any successor form), certifying
that the Foreign Lender is not a U.S. Person, or



 


		(4)	any other form as prescribed by applicable law as a basis for claiming exemption from or a reduction
in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower to determine the withholding or deduction required to be made, including, to the extent a
Foreign Lender is not the beneficial owner, duly completed executed originals of Internal Revenue Service Form W-8IMY accompanied
by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable,
a certificate substantially similar to the certificate described in Section 2.14(f)(ii)(B)(3)(x) above, Internal Revenue
Service Form W-9 and/or other certification documents from each beneficial owner, as applicable.



 






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(C)          any
Foreign Lender shall upon the expiration or invalidity of any form previously delivered by such Foreign Lender, to the extent it
is legally entitled to do so, deliver to the Borrower and the Administrative Agent at any time that it becomes aware that it no
longer satisfies the legal requirements to provide any previously delivered form or certificate (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), executed originals of any
other form 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 or
the Administrative Agent to determine the withholding or deduction required to be made.


 


(g)          
If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Administrative Agent or the Borrower, at the time or times prescribed by law and at such time or times
reasonably requested by the Administrative Agent or the Borrower, as may be necessary for the Administrative Agent and the Borrower
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from any such payment. Solely for purposes of this Section 2.14(g),
 “FATCA” shall include any amendment made to FATCA after the Restatement Effective Date. Each Lender agrees that if
any form or certification it previously delivered under this Agreement expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so.


 


(h)         
Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised
in good faith, that it has received a refund (including any credit of any Taxes in lieu of a refund) of any Covered Taxes as to
which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section 2.14, 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 Covered Taxes giving rise to such
refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or any Lender, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower,
upon the request of the Administrative Agent or any Lender, agrees to repay the amount paid over to the Borrower pursuant to this
paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or any Lender in the event the Administrative Agent or any Lender is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent or any Lender be
required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative
Agent or such Lender in a less favorable net position after-Taxes than the Administrative Agent or such Lender would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and
the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (h) shall
not be construed to require the Administrative Agent or any Lender to make available its Tax returns or its books or records (or
any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.


 






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(i)          
Survival. Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


(j)          
Defined Terms. For purposes of this Section 2.14, the term “applicable law” includes FATCA.


 


Section 2.15.       
Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)         
Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees, or under Section 2.12, 2.13 or 2.14, or otherwise) or under any other Loan Document (except to the extent
otherwise provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds,
without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided
in the relevant Loan Document and except payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03, which shall be made directly
to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the
case of any payment accruing interest, interest thereon shall be payable for the period of such extension.


 


All amounts owing under
this Agreement (including commitment fees, ACR Relief Fees, Borrowing
Base Flex Fees and payments required under Sections 2.12 and 2.13, and payments required under Section 2.14 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 2.14, 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 after giving effect to any applicable
grace period (or, if such date is a day other than the last day of the Interest Period therefor, on the last day of such Interest
Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable
on demand.


 






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(b)         
Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, 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 of such Class then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.


 


(c)         
Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made
from the Lenders of such Class, each payment of commitment feefees,
ACR Relief Fees and Borrowing Base Flex Fees under Section 2.09 shall be made for the
account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under
Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such
Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of a Class shall
be allocated pro rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of
the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions
and continuations of Loans), subject to Section 2.02(e); (iii) each payment or prepayment of principal of Loans of a Class
by the Borrower shall be made for the account of the Lenders
of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and,
with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the
provisions of Section 2.08(e)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made
for the account of the Lenders pro rata in accordance with
the amounts of interest on such Loans of such Class then due and payable to the respective Lenders; provided however that,
notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing
in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the
Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans
(without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency
Commitments made available as a result of such prepayment to make (subject to the terms and conditions contained herein) a Multicurrency
Borrowing in an Agreed Foreign Currency.


 






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


 


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


 


(f)          
Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04, 2.15(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid.


 


Section 2.16.       
Defaulting Lenders.


 


Notwithstanding any provision
of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:


 


(a)         
commitment fees pursuant to Section 2.09(a) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting
Lender to the extent and during the period such Lender is a Defaulting Lender;


 


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


 






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In the event that the
Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused
such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par the portion of the
Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable Percentage whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while such Lender was a Defaulting Lender; 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 such Lender’s having been a Defaulting Lender.


 


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 Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender,
will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of
any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as Borrower may request (so long
as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative Agent and
Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential
future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to
the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if:
(x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully
funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a
time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay
the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting
Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder.
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 pursuant to this Section 2.16 are hereby deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 






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Section 2.17.       
Mitigation Obligations; Replacement of Lenders.


 


(a)              
Designation of a Different Lending Office. If any Lender exercises its rights under Section 2.11(b) or
requests compensation under Section 2.12, or if the Borrower is required to pay any Covered Taxes or additional amount
to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.14, then such Lender shall (at the request of the Borrower) use reasonable efforts
(subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole
reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.12 or 2.14, as the case may be, in the future, or eliminate the circumstance giving rise to such
Lender exercising its rights under Section 2.11(b) and (ii) would not subject such Lender to any cost or expense
not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)              
Replacement of Lenders. If any Lender exercises its rights under Section 2.11(b) or requests compensation
under Section 2.12, or if the Borrower is required to pay any Covered Taxes or additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant
to Section 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office in
accordance with Section 2.17(a), or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting
Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent which consent shall not be unreasonably withheld, conditioned
or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant
to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


(c)               
Defaulting Lenders. If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04, 2.15(e) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary
provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the
benefit of the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined
by the Administrative Agent in its discretion.


 






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Article III



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Lenders that:


 


Section 3.01.       
Organization; Powers. Each of the Borrower
and its Subsidiaries is duly organized, formed or incorporated, as applicable, validly existing and in good standing under the
laws of the jurisdiction of its organization, formation or incorporation, as applicable, has all requisite power and authority
to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction
where the failure to do so could reasonably be expected to result in a Material Adverse Effect. There is no existing default under
any charter, by-laws or other organizational documentsConstituent
Documents of Borrower or its Subsidiaries or any event which, with the giving of notice or passage of time or both,
would constitute a default by any party thereunder.


 


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


 


Section 3.03.       
Governmental Approvals; No Conflicts.
The Transactions (a) do not require any consent or approval of registration
or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or
made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security
Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational
documentsConstituent Documents of the Borrower
or any of its Subsidiaries or any order of any Governmental Authority (including the Investment
Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default
in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries
or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the
Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries.


 






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Section 3.04.       
Financial Condition; No Material Adverse Effect.


 


(a)              
Financial Statements.(i) The financial statements delivered to the Administrative Agent and the Lenders by the
Borrower pursuant to Section 4.01(c) present fairly, in all material respects, the consolidated financial position and results
of operations and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for the applicable period in
accordance with GAAP applied on a consistent basis. None of the Borrower or any of its Subsidiaries has any material contingent
liabilities, material liabilities for taxes, material unusual forward or material long-term commitments or material unrealized
or anticipated losses from any unfavorable commitments not reflected in the financial statements referred to above.


 


(ii)               The
financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Sections 5.01(a) and (b)
present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of the end of and for the applicable period in accordance with GAAP applied on a consistent
basis. None of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for taxes,
material unusual forward or material long-term commitments or material unrealized or anticipated losses from any unfavorable commitments
not reflected in the financial statements referred to above.


 


(b)               
No Material Adverse Effect. Since December 31, 2017, there has not been any event, development or circumstance that
has had or could reasonably be expected to have a Material Adverse Effect.


 


Section 3.05.       
Litigation. There are no actions, suits,
investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (a) that could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect or (b) that involve this Agreement or the Transactions.


 


Section 3.06.       
Compliance with Laws and Agreements. Each
of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable
to it (including rules, regulations and orders issued by the SEC) or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is subject to any contract or other arrangement,
the performance of which by the Borrower could reasonably be expected to result in a Material Adverse Effect. Neither the
Borrower nor any of its Subsidiaries is in default in any
manner under any provision of any agreement or instrument to which it is a party or by which it or any of its property is or may
be bound, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default,
in each case where such default could reasonably be expected to result in a Material Adverse Effect. Each of the Borrower and its
Subsidiaries is in compliance with its respective Constituent Documents in all material respects.


 






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Section 3.07.       
Taxes. Each of the Borrower and its Subsidiaries
has timely filed or has caused to be timely filed all U.S. federal, state and material local Tax returns that are required to be
filed by it and all other material Tax returns that are required to be filed by it and has paid all material Taxes for which it
is directly or indirectly liable and any assessments made against it or any of its property and all other material Taxes, fees
or other charges imposed on it or any of its property by any Governmental Authority, other than any Taxes, fees or other charges
the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be. The charges,
accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental charges
are adequate in accordance with GAAP. Neither the Borrower nor any of its Subsidiaries has given or been requested to give a waiver
of the statute of limitations relating to the payment of any federal, state, local and foreign Taxes or other impositions, and
no Tax lien has been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax assessment against
the Borrower or any of its Subsidiaries, and there is no basis for such assessment. The period within which United States federal
income Taxes may be assessed against any of the Borrower or any of its Subsidiaries has expired for all taxable years ending on
or before December 31, 2014.


 


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


 


Section 3.09.       
Disclosure.


 


(a)              
All written reports, financial statements, certificates and other written information (other than projected financial information,
other forward looking information, information relating to third parties and information of a general economic or general industry
nature) which has been made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any of its Subsidiaries
or any of their respective representatives in connection with the transactions contemplated by this Agreement or delivered under
any Loan Document, taken as a whole, is complete, true and correct in all material respects and will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein at the time made
and taken as a whole not misleading in light of the circumstances under which such statements were made; and


 


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


 






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(c)              
All information of a general economic nature (excluding the specific historical economic performance of the Borrower or
its Subsidiaries or their respective Affiliates) or relating generally to the industry in which the Borrower or its or their Subsidiaries
or their respective Affiliates operate made available to the Administrative Agent or any Lender by or at the direction of the Borrower
are believed by the Borrower in good faith to be true and accurate in all material respects, but without independent investigation
by the Borrower of the accuracy thereof.


 


Section 3.10.       
Investment Company Act; Margin Regulations.


 


(a)              
Status as Business Development Company. The Borrower is an “investment company” that has elected to be
regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC
and has qualified as a RIC at all times since the Borrower’s taxable year ended December 31, 2013.


 


(b)              
Compliance with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries (including,
without limitation, entering into this Agreement and the other Loan Documents to which each is a party, the borrowing 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 of the provisions of the Investment Company Act or any
other rules, regulations or orders issued by the SEC thereunder,
except where such breaches or violations, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.


 


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


 


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


 


Section 3.11.       
Material Agreements and Liens.


 


(a)              
Material Agreements. Schedule 3.11(a) is a complete and correct list of each credit agreement, loan agreement,
indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness
or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries
outstanding on the RestatementAmendment
No. 3 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 Schedule 3.11(a).


 






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(b)              
Liens. Schedule 3.11(b) is a complete and correct list of each Lien securing Indebtedness of any Person
outstanding on the RestatementAmendment
No. 3 Effective Date covering any property of the Borrower or any of its Subsidiaries, and the aggregate principal amount
of such Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the
RestatementAmendment
No. 3 Effective Date is correctly described in Schedule 3.11(b).


 


Section 3.12.       
Subsidiaries and Investments.


 


(a)              
Subsidiaries. Set forth in Schedule 3.12(a) is a complete and correct list of all of the Subsidiaries
of the Borrower as of the RestatementAmendment
No. 3 Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary,
(ii) each Person holding ownership interests in such Subsidiary and,
(iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented
by such ownership interests and (iv) whether or not such Subsidiary
is a SBIC Subsidiary, a Structured Subsidiary, a CFC, a Transparent Subsidiary or the Excluded Subsidiary. Except as
disclosed in Schedule 3.12(a), as of the RestatementAmendment
No. 3 Effective Date, (x) the Borrower owns, free and clear of Liens, and has the unencumbered right to vote, all
outstanding ownership interests in each Subsidiary shown to be held by it in Schedule 3.12(a), and (y) all of
the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable.
The Excluded Subsidiary does not own any material assets other than
Equity Interests in TPP Operating, Inc., or engage in any material activities other than its ownership of such Equity Interests
and activities incidental thereto.


 


(b)              
Investments. Set forth in Schedule 3.12(b) is
The Borrower has delivered on the Amendment No. 3 Effective
Date, a certification to the Administrative Agent and the
Lenders containing a complete and correct list
of all Investments (other than Investments of the types referred to in clauses (b),
and (c), (d) and
(e) of Section 6.04) held by the Borrower or any of its Subsidiaries in any Person on the RestatementAmendment
No. 3 Effective Date and, for each such Investment, (i) the identity of the Person or Persons holding such Investment,
(ii) the nature of such Investment, (iii) the amount of such Investment, (iv) the rate of interest charged for such Investment,
(v) the value assigned to such Investment by the Board of Directors of the Borrower and value with respect to such Investment set
forth in the Third-Party Valuation Opinion and (vi) the transferor of such Investment (the
certificate containing such certification, the “Existing Investments Certificate”). Except as disclosed
in Schedule 3.12(b)on
the Existing Investments Certificate, as of the RestatementAmendment
No. 3 Effective Date, each of the Borrower and
its Subsidiaries owns, free and clear of all Liens (other than Liens permitted pursuant to Section 6.02),
all such Investments.


 


Section 3.13.       
Properties.


 


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


 






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


 


Section 3.14.       
Solvency(a).
On each of the Restatement Effective
Date and the Amendment No. 3 Effective Date, and upon the incurrence of any extension of credit hereunder, on any date
on which this representation and warranty is made, (a) the Borrower will be Solvent on an unconsolidated basis, and (b) each Obligor
will be Solvent on a consolidated basis with the other Obligors.


 


Section 3.15.       
Affiliate Agreements. As of the Restatement
Effective Date and the Amendment No. 3 Effective Date, the
Borrower has heretofore delivered to the Administrative Agent and each of the Lenders true and complete copies of each of the Affiliate
Agreements (including any schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder)
and as of the Restatement Effective Date, and
the Amendment No. 3 Effective Date, other than the Affiliate Agreements, there is no contract, agreement or understanding
between the Borrower or any of its Subsidiaries on one hand, and any Affiliate of the Borrower or any of its Subsidiaries on the
other hand. As of the Restatement Effective Date and the Amendment No.
3 Effective Date, the Affiliate Agreements are in full force and effect.


 


Section 3.16.       
No Default. No Default or Event of Default
has occurred and is continuing under this Agreement or under any Material Indebtedness.


 


Section 3.17.       
Use of Proceeds. The proceeds of the Loans
shall be used for the general corporate purposes of the Borrower and its Subsidiaries (other than Financing Subsidiaries except
as expressly permitted under Section 6.03(e)) in the ordinary course of its business, including making distributions not
prohibited by this Agreement and the acquisition and funding (either directly or through one or more wholly owned Subsidiary Guarantors)
of leveraged loans, mezzanine loans, high yield securities, convertible securities, preferred stock and other Portfolio Investments,
but excluding, for clarity, Margin Stock.


 


Section 3.18.       
Security Documents. The Guarantee and Security
Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties (as
defined in the Guarantee and Security Agreement),,
legal, valid and enforceable first priority Liens (subject to Eligible Liens or any Liens described in clause (b) of the definition
of “Permitted Liens”) on, and security interests in, the Collateral and, when (i) all appropriate filings or recordings
are made in the appropriate offices as may be required under applicable law and, as applicable, (ii) upon the taking of possession
or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected by possession or
control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral
Agent is required by the Guarantee and Security Agreement), the Liens created by the Guarantee and Security Agreement shall constitute
fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than
such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant
jurisdiction), in each case subject to no Liens other than Permitted Liens.


 






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Section 3.19.       
Compliance with Sanctions. Neither the
Borrower nor any of its Subsidiaries, or any officer or director thereof, nor, to the knowledge of any Financial Officer, any Affiliate
of the Borrower, (i) is subject to, or subject of, sanctions (collectively, “Sanctions”) administered by the
United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), any other United
States of America Governmental Authority, the U.S. Department of State, the European Union, HMT or the United Nations Security
Council, or (ii) is located, has a place of business or is organized or resident in a Sanctioned Country. Furthermore, no part
of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or to the knowledge of the Borrower, any Affiliate
of the Borrower to finance or facilitate a transaction with a person that is Subject to Sanctions or is located, has a place of
business or is organized or resident in a Sanctioned Country. Each Obligor has instituted and maintained policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Sanctions.


 


Section 3.20.       
Anti-Money Laundering Program. The Borrower
has implemented an anti-money laundering program to the extent required by the Uniting And Strengthening America By Providing Appropriate
Tools Required To Intercept And Obstruct Terrorism, as amended (the “USA PATRIOT Act”), and the rules and regulations
thereunder and maintains in effect and enforces policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries
(and, when acting on behalf of the Borrower and its Subsidiaries, their respective directors, officers, employees and agents) with
applicable Sanctions.


 


Section 3.21.       
Anti-Corruption Laws. None of the Borrower
or, to the Borrower’s knowledge, any director, officer, agent, employee, Affiliate or other person associated with or acting
on behalf of the Borrower or any Affiliate of the Borrower has: (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity or to influence official action; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”)
and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions (collectively with the FCPA, the “Anti-Corruption Laws”); and each of the Borrower and
any Affiliate of the Borrower has conducted its businesses in compliance with the Anti-Corruption Laws and have instituted and
maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith.
Furthermore, no part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Affiliate of the Borrower,
or by any of their respective directors, officers, agents, employees or Affiliates, to finance or facilitate a transaction in violation
of the Anti-Corruption Laws.


 






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Section 3.22.       
Structured Subsidiaries 


 


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


 


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


 


Section 3.23.       
EEAAffected Financial
Institutions. No Obligor is an EEAAffected
Financial Institution.


 


Section 3.24.       
Beneficial Ownership Certification. As
of the Restatement Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership
Certification provided on or prior to the Restatement Effective Date to any Lender in connection with this Agreement is true and
correct in all respects.


 


Article IV



CONDITIONS


 


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


 


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


 


(i)             
Executed Counterparts. From each party hereto either (1) a counterpart of this Agreement signed on behalf of
such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy or e-mail transmission
of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.


 


(ii)            
Guarantee and Security Agreement; Custodian Agreement. An amendment to the Guarantee and Security Agreement and an
amendment to the Custodian Agreement with respect to the Borrower’s Custodian Account, each duly executed and delivered by
each of the parties thereto, and all other documents or instruments required to be delivered by the Guarantee and Security Agreement
and such Custodian Agreement in connection with the execution thereof.


 


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


 






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(iv)           
Corporate Documents. A certificate of the secretary or assistant secretary of each Obligor, dated the Restatement
Effective Date, certifying that attached thereto are (1) true and complete copies of the organizational documents of each Obligor
certified as of a recent date by the appropriate governmental official, (2) signature and incumbency certificates of the officers
of such Person executing the Loan Documents to which it is a party, (3) true and complete resolutions of the Board of Directors
of each Obligor approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents
to which it is a party or by which it or its assets may be bound as of the Restatement Effective Date, and, in the case of the
Borrower, authorizing and approving the borrowings hereunder, and certified as of the Restatement Effective Date by its secretary
or an assistant secretary that such resolutions are in full force and effect without modification or amendment, (4) a good
standing certificate from the applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization
or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated
a recent date prior to the Restatement Effective Date, and (5) such other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor, and the
authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(v)            
Officer’s Certificate. A certificate, dated the Restatement Effective Date and signed by a Financial Officer,
confirming compliance with the conditions set forth in Sections 4.01(d), (e), (h) and (m).


 


(vi)           
Borrowing Base Certificate. A Borrowing Base Certificate dated the Restatement Effective Date, showing a calculation
of the Borrowing Base as of the Restatement Effective Date immediately after giving effect to the Transactions, in form and substance
reasonably satisfactory to the Administrative Agent.


 


(vii)          
Fee Letter. The amended and restated fee letter, duly executed and delivered by each of the parties thereto.


 


(b)          
Liens. The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction
with respect to the Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security
Documents and revealing no liens on any of the assets of the Borrower or its Subsidiaries except for Liens permitted under Section 6.02
or Liens to be discharged on or prior to the Restatement Effective Date pursuant to documentation satisfactory to the Administrative
Agent. All UCC financing statements, control agreements, stock certificates and other documents or instruments required to be filed
or executed and delivered in order to create in favor of the Collateral Agent, for the benefit of the Administrative Agent and
the Lenders, a first priority perfected (subject to Eligible Liens or any Liens described in clause (b) of the definition of “Permitted
Liens”) security interest in the Collateral (to the extent that such a security interest may be perfected by filing, possession
or control under the Uniform Commercial Code) shall have been properly filed (or provided to the Administrative Agent) or executed
and delivered in each jurisdiction required.


 






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(c)              
Financial Statements. The Administrative Agent and the Lenders shall have received prior to the execution of this
Agreement the final version, approved by the Board of Directors of the Borrower, of the consolidated statement of assets and liabilities
and the related consolidated statements operations, changes in net assets and cash flows and related schedule of investments of
the Borrower and its consolidated Subsidiaries as of and for the fiscal period ended September 30, 2018, all certified in writing
by a Financial Officer 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. The Administrative Agent and the Lenders shall have received any other financial statements of the
Borrower and its Subsidiaries as they shall reasonably request.


 


(d)              
Consents. The Borrower shall have obtained and delivered to the Administrative Agent certified copies of all consents,
approvals, authorizations, registrations, or filings (other than any filing required under the Exchange Act or the rules or regulations
promulgated thereunder, including, without limitation, any filing required on Form 8-K) required to be made or obtained by the
Borrower and all other Obligors in connection with the Transactions and any other evidence reasonably requested by, and reasonably
satisfactory to, the Administrative Agent as to compliance with all material legal and regulatory requirements applicable to the
Obligors, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and
all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding the Transactions
or any transaction being financed with the proceeds of the Loans shall be ongoing.


 


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


 


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


 


(g)               
Interest, Fees, Expenses and Other Amounts. The Borrower shall have paid in full (i) to the Administrative Agent
and the Lenders all fees and expenses related to this Agreement owing on or prior to the Restatement Effective Date, including
any up-front fee due to any Lender on the Restatement Effective Date and (ii) to the Administrative Agent and the Existing Lenders
all accrued and unpaid interest, commitment fees, fees, expenses and other amounts owing under the Existing Credit Agreement.


 






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(h)              
Default. No Default or Event of Default shall have occurred and be continuing under this Agreement, nor any default
or event of default that permits (or which upon notice, lapse of time or both, would permit) the acceleration of any Material Indebtedness,
immediately before and after giving effect to the Transactions, any incurrence of Indebtedness hereunder and the use of the proceeds
hereof on a pro forma basis.


 


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


 


(j)               
Insurance. The Administrative Agent shall have received (i) customary insurance certificates, or (ii) confirmation
that there have been no changes to the underlying insurance policies since the Original Effective Date and that the insurance certificates
and endorsements delivered in connection with the Original Effective Date are in full force and effect.


 


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


 


(l)               
Beneficial Ownership Regulation. To the extent the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, at least one (1) day prior to the Restatement Effective Date, any Lender that has requested,
in a written notice to the Borrower at least three (3) days prior to the Restatement Effective Date, a Beneficial Ownership Certification
in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and
delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (l) shall be deemed to
be satisfied).


 


(m)             
Representations and Warranties. The representations and warranties of the Borrower or any other Obligor set forth
in this Agreement and in the other Loan Documents shall be true and correct in all material respects (other than any representation
or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and
as of the Restatement Effective Date, or, as to any such representation or warranty that refers to a specific date, as of such
specific date.


 


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


 


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


 






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Section 4.02.       
Conditions to Loans. 


 


(a)         
[Intentionally omitted].


 


(b)         
Each Credit Event. The obligation of each Lender to make any Loan, including any such extension of credit on the
Restatement Effective Date, is additionally subject to the satisfaction of the following conditions:


 


(i)           
the representations and warranties of the Borrower or any other Obligor set forth in this Agreement and in the other Loan
Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality
or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Loan, or, as to any
such representation or warranty that refers to a specific date, as of such specific date;


 


(ii)           
at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing or would
result from such Loan after giving effect thereto and to the use of proceeds thereof on a pro forma basis;


 


(iii)          
no Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan (as well as giving
effect to any substantially concurrent acquisitions of Portfolio Investments, distributions or payment of outstanding Loans or
Indebtedness), and either (i) the aggregate Covered Debt Amount (after giving effect to such Loan) 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 Loan) shall not exceed the Borrowing Base after giving effect to such Loan as well as any concurrent acquisitions
of Portfolio Investments, distributions or payment of outstanding Loans or Other Covered Indebtedness;


 


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


 


(v)            
the Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian
and all other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit
accounts and securities accounts shall have been entered into; and


 


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


 


Each Borrowing Request
submitted by the Borrower shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to
the matters specified in this Section 4.02.


 






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Article V



AFFIRMATIVE COVENANTS


 


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


 


Section 5.01.       
Financial Statements and Other Information.
The Borrower will furnish to the Administrative Agent for distribution to each Lender (provided that, the Administrative Agent
shall not be required to distribute any document or report to any Lender to the extent such distribution would cause the Administrative
Agent to breach or violate any agreement that it has with another Person (including any non-reliance or non-disclosure letter with
any Approved Third-Party Appraiser), subject to any applicable exceptions contained in such agreement, including the entry by such
Lender into an additional agreement with such Person):


 


(a)            
within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015),
the audited consolidated statement of assets and liabilities and the related audited consolidated statements of operations, changes
in net assets and cash flows and related audited consolidated schedule of investments of the Borrower and its Subsidiaries on a
consolidated basis as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year (to the extent full fiscal year information is available), all reported on by RSM US LLP (formerly McGladrey LLP) or
other independent public accountants of recognized national standing to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied (which report shall be unqualified as to going concern and
scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided
that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent for distribution
to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year;


 


(b)            
within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing
with the fiscal quarter ending March 31, 2016), the consolidated statement of assets and liabilities and the related consolidated
statements of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its Subsidiaries
on a consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth
in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities, as of the end of) the
corresponding period or periods of the previous fiscal year (to the extent such information is available for the previous fiscal
year), all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes; provided that the requirements set forth in this clause
(b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower
with the SEC on Form 10-Q for the applicable quarterly period;


 






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(c)            
concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate
of a Financial Officer substantially in the form of Exhibit F hereto or such other form as is reasonably acceptable to the
Administrative Agent (i) to the extent the requirements in clause (a) and (b) are not fulfilled by the Borrower delivering
the applicable report delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial statements
filed by the Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred during
the most recent period covered by such financial statement (and such Default has not previously been disclosed in writing pursuant
to Section 5.02(a)) and, if such a previously undisclosed Default has occurred during such period (or has occurred and is
continuing from a prior period), specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(b), (c),
(d) and (e), 6.02(f), 6.03(e), and (h), 6.04(i), 6.05(b) and 6.07, (iv) stating whether any change in GAAP as applied by (or in the
application of GAAP by) the Borrower has occurred since the Original Restatement Effective Date (but only if the Borrower has not
previously reported such change to the Administrative Agent and if such change has had a material effect on the financial statements)
and, if any such change has occurred (and has not been previously reported to the Administrative Agent), specifying the effect
of such change on the financial statements accompanying such certificate, (v) attaching a list of Subsidiaries as of the date of
delivery of such certificate or a confirmation that there is no change in such information since the date of the last such list
and (vi) providing a reconciliation of any difference between the assets and liabilities of the Borrower and its consolidated Subsidiaries
presented in such financial statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating
the financial covenants in Section 6.07;


 


(d)            
as soon as available and in any event not later than twenty (20) calendar days after the end of each monthly accounting
period (ending on the last day of each calendar month and commencing with the month ended December 31, 2015) of the Borrower
and its Subsidiaries, a Borrowing Base Certificate as of the last day of such accounting period, including an Excel schedule containing
such additional information consistent with past practice
as shall have been mutually agreed with the Administrative Agent;


 


(e)            
(i) promptly but no later than two Business Days after
the Borrower shall at any time be aware (based upon facts and circumstances known to it) that there is a Borrowing Base Deficiency
or be aware (based upon facts and circumstances known to it) that the Borrowing Base has declined by more than 15% (or,
with respect to the period from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the lesser of (x) 10%
and (y) if applicable, the percentage by which the Borrowing Base exceeded the Covered Debt Amount in the Borrowing Base Certificate
most recently delivered under this Agreement) from the Borrowing Base as of the end of the most recently ended calendar
month, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency or decline indicating
the amount of the Borrowing Base Deficiency or decline as at the date the Borrower obtained knowledge of such deficiency or
decline and the amount of the Borrowing Base Deficiency or decline as of the date not earlier than two Business Days
prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;
and (ii) on the Covid Relief Termination Date, a Borrowing Base Certificate
as of the Covid Relief Termination Date, including an Excel schedule containing such additional information consistent with past
practice as shall have been mutually agreed with the Administrative Agent; provided that, for the avoidance of doubt, such Borrowing
Base Certificate under this clause (ii) shall calculate the Borrowing Base based solely on the Unadjusted Borrowing Base and excluding
the Borrowing Base Flex;


 






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


 


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


 


(h)            
within 45 days after the last day of each fiscal quarter of the Borrower, all internal and external valuation reports relating
to the Eligible Portfolio Investments and
Non-Core Assets (including all valuation reports delivered by the Approved Third-Party Appraiser in connection with
the quarterly appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B)), and any other information
relating to the Eligible Portfolio Investments and
Non-Core Assets as reasonably requested by the Administrative Agent or any Lender;


 


(i)              
within 45 days after the initial closing of each Eligible Portfolio Investment and
each Non-Core Asset that is acquired, made or entered into after the Original Restatement Effective Date, all underwriting
memoranda for such Eligible Portfolio Investment and such Non-Core Asset;


 


(j)              
to the extent not otherwise provided by the Custodian, within thirty (30) days after the end of each month, substantially
in the form of Exhibit G hereto or such other form as is reasonably acceptable to the Administrative Agent, full, correct
and complete updated copies of custody reports (including (i) activity reports with respect to cash and Cash Equivalents included
in the calculation of the Borrowing Base and (ii) to the extent available, an itemized list of each Portfolio Investment held in
any Custodian Account owned by the Borrower or any Subsidiary) reflecting all assets being held in any Custodian Account owned
by the Borrower or any of its Subsidiaries or otherwise subject to a Custodian Agreement;


 


(k)             
within 45 days after the end of each fiscal quarter of the Borrower commencing with the first fiscal quarter to end on or
after the date on which the Borrower has any Financing Subsidiary, a certificate of a Financial Officer certifying that attached
thereto is a complete and correct description of all Portfolio Investments as of the date thereof, including, with respect to each
such Portfolio Investment, the name of the Borrower or Subsidiary holding such Portfolio Investment and the name of the issuer
of such Portfolio Investment;


 


(l)              
promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial
condition of any Obligor 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 and (ii) information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer”,
anti-corruption and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership
Regulation;


 






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


 


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


 


(o)              
if the Borrower has elected to use the relief offer by Release No. 33837,
within two (2) Business Days after the end of each calendar month (commencing with the first calendar month ending after the Amendment
No. 3 Effective Date in which the Borrower has elected to use the relief offered by Release No. 33837), a certificate of a Financial
Officer in form and substance reasonably satisfactory to the Administrative Agent demonstrating the calculation of the Asset Coverage
Ratio as of the last day of the applicable calendar month and certifying that as of the end of each day during such calendar month,
the Asset Coverage Ratio (i) was at a level that did not violate any of the provisions of this Agreement and (ii) was or was not,
as applicable, greater than 1.50 to 1.


 


Section 5.02.       
Notices of Material Events. The Borrower
will furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


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


 


(b)              
the filing or commencement of(or
threat in writing of the filing or commencement) of, or any material development in, any action, suit,
claim, dispute or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower
or any of its Affiliates that, (i)
pertains to, or arises in connection with, this Agreement, any of the Loan Documents or any of the Transactions, or (ii)
if adversely determined, could reasonably be expected to result in a Material Adverse Effect;


 






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(c)              
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,500,000; and


 


(d)              
any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.;
and


 


(e)              
its electing to use the relief offered by Release No. 33837.


 


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


 


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


 


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


 


Section 5.05.       
Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries 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, (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the
same or similar business, operating in the same or similar locations (including, without limitation, directors and officers liability
insurance) and (c) after the request of the Administrative Agent, promptly deliver to the Administrative Agent any certificate
or certificates from the Borrower’s insurance broker or other documentary evidence, in each case, demonstrating the effectiveness
of, or any changes to, such insurance. Each such policy of insurance (other than any director and officer liability insurance policy)
shall name the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as additional insured with respect
to liability policies (and, with respect to casualty policies, to the extent Borrower owns any material tangible Collateral other
than documentation evidencing Portfolio Investments, loss payee) thereunder.


 






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


 


(a)              
Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep, or cause
to kept, books of record and account in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice to the Borrower, at the
sole expense of the Borrower, to (i) visit and inspect its properties, to examine and make extracts from its books and records,
and (ii) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times
and as often as reasonably requested; provided that the Borrower or such Subsidiary shall be entitled to have its representatives
and advisors present during any inspection of its books and records; provided, further, that the Borrower shall not
be required to pay for more than two such visits and inspections in any calendar year unless an Event of Default has occurred and
is continuing at the time of any subsequent visits and inspections during such calendar year.


 


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


 


(c)              
Notwithstanding the foregoing, nothing contained in this Section 5.06 shall impair or affect the rights of the Administrative
Agent under Section 5.12(b)(ii)(I) in any respect.


 


Section 5.07.       
Compliance with Laws and Agreements. The
Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment Company
Act (if applicable to such Person), and orders of any Governmental Authority applicable to it (including rules, regulations and
orders issued by the SEC) 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. The Borrower will maintain and enforce policies and procedures that are designed in good faith and in a commercially reasonable
manner to promote and achieve compliance, in the reasonable judgment of the Borrower, by the Borrower and each of its Subsidiaries
and (when acting on behalf of the Borrower or any of its Subsidiaries) their respective directors, officers, employees and agents
with any applicable Anti-Corruption Laws and applicable Sanctions, in each case, giving due regard to the nature of such Person’s
business and activities.


 






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Section 5.08.       
Certain Obligations Respecting Subsidiaries; Further Assurances.


 


(a)         
Subsidiary Guarantors.


 


(i)               
InWithout limiting
Section 6.17, in the event that (1) the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary
(other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), or that any other Person shall become a “Subsidiary”
within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any SBIC
Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person
shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (3) any Structured Subsidiary shall
no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of
doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party)
(in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08),
(4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall
be deemed to be a “new” Subsidiary for purposespurpose
of this Section 5.08) orand
(5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof
(in which case such Person shall be deemed to be a “new” Subsidiary
for purposes of this Section 5.08), the Borrower will, in each case, (i)
promptly provide notice thereof to the Administrative Agent and (ii) on or before thirty (30) days following such Person
becoming a Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as
such, cause such new Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be,
to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement
pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions
of counsel and other documents as the Administrative Agent shall have reasonably requested.


 


(ii)             
The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Structured Subsidiary,
each SBIC Subsidiary, each CFC and each Transparent Subsidiary as an Obligor only for so long as such Person qualifies as a “Structured
Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, pursuant
to the definition thereof, and thereafter such Person shall no longer constitute a “Structured Subsidiary”, “SBIC
Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, for any purpose of this Agreement or
any other Loan Document; provided, however,
that, notwithstanding anything to the contrary contained herein, so long as (1) no Default exists, (2) the Borrowing Base is at
least 115% of the Covered Debt Amount at all times during the period in which such Subsidiary no longer constitutes a “Structured
Subsidiary”, (3) such Subsidiary no longer constitutes a “Structured Subsidiary” solely for failing to satisfy
clause (d)(1) of the definition thereof and (4) the Borrower delivers to the
Administrative Agent a certificate of a Financial Officer certifying as to each of the foregoing
conditions, such Subsidiary may be redesignated a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”
or “Transparent Subsidiary”, respectively, to the extent that (x) at the time such Subsidiary fails to qualify as a
 “Structured Subsidiary”, “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”,
respectively, such Subsidiary is in good faith negotiating with an unaffiliated third party to provide such Subsidiary with third
party financing and (y) within thirty (30) days of the date on which such Subsidiary fails to qualify as a “Structured Subsidiary”,
 “SBIC Subsidiary”, “CFC” or “Transparent Subsidiary”, respectively, such Subsidiary enters
into definitive documentation relating to such third party financing; provided,
further, that it is expressly agreed that if such third party financing is not obtained
within such 30-day period, the Borrower shall immediately cause such Subsidiary to become a “Subsidiary Guarantor”
in accordance with Section 5.08(a)(i) (and it will be an Event of Default hereunder if such Subsidiary has not become a “Subsidiary
Guarantor” in accordance with Section 5.08(a)(i) on such 30th day)..


 


(iii)           
The Borrower acknowledges that the Administrative
Agent and the Lenders have agreed to exclude each SBIC Subsidiary as an Obligor only for so long
as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall
no longer constitute an “SBIC Subsidiary” for any purpose ofNotwithstanding
anything to the contrary in this Agreement or any other Loan Document,
the Excluded Subsidiary shall not become a Subsidiary Guarantor.


 






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


 


(c)          
Further Assurances. The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from
time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement.
Without limiting the generality of the foregoing, the Borrower will, and will cause each of the Subsidiary Guarantors, to:


 


(i)           
take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing
and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative
Agent to create, in favor of the Collateral Agent for the benefit of the Lenders (and any affiliateAffiliate
thereof that is a party to any Hedging Agreement entered into with the Borrower) and the holders of any Secured Longer-Term Indebtedness,
perfected first-priority security interests and Liens in the Collateral (subject to Eligible Liens or any Liens described in clause
(b) of the definition of “Permitted Liens”); provided that any such security interest or Lien shall be subject
to the relevant requirements of the Security Documents;


 


(ii)          
with respect to each deposit account or securities account of the Obligors (other than (A) any such accounts that are maintained
by the Borrower in its capacity as “servicer” for a Financing Subsidiary or any Agency Account, (B) any such accounts
which hold solely money or financial assets of a Financing Subsidiary, (C) any payroll account so long as such payroll account
is coded as such, (D) withholding tax and fiduciary accounts or any trust account maintained solely on behalf of a Portfolio Investment,
(E) checking accounts of the Obligors that do not contain, at any one time, an aggregate balance in excess of $1,000,000, provided
that Borrower will, and will cause each of its Subsidiary Guarantors to, use commercially reasonable efforts to obtain control
agreements governing any such account in this clause (E), and (F) any account in which the aggregate value of deposits therein,
together with all other such accounts under this clause (F), does not at any time exceed $75,000, provided that in the case
of each of the foregoing clauses (A) through (F), no other Person (other than the depository institution at which
such account is maintained) shall have “control” (within the meaning of the Uniform Commercial Code) over such account),
cause each bank or securities intermediary (within the meaning of the Uniform Commercial Code) to enter into such arrangements
with the Collateral Agent as shall be appropriate in order that the Collateral Agent has “control” (within the meaning
of the Uniform Commercial Code) over each such deposit account or securities account (each, a “Control Account”)
and in that connection, the Borrower agrees, subject to Sections 5.08(c)(iv) and (v) below, to cause all cash and
other proceeds of Portfolio Investments received by any Obligor to be immediately deposited into a Control Account (or otherwise
delivered to, or registered in the name of, the Collateral Agent) and, both prior to and following such deposit, delivery
or registration such cash and other proceeds shall be held in trust by the Borrower for the benefit and as the property of the
Collateral Agent and shall not be commingled with any other funds or property of such Obligor or any other Person (including with
any money or financial assets of the Borrower in its capacity as “servicer” for a Structured Subsidiary, or any money
or financial assets of a Structured Subsidiary, or any money or financial assets of the Borrower in its capacity as an “agent”
or “administrative agent” for any other Bank Loans subject to Section 5.08(c)(v) below));


 






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


 


(iv)          
in the case of any Portfolio Investment consisting of a Bank Loan (as defined in Section 5.13) that does not constitute
all of the credit extended to the underlying borrower under the relevant underlying loan documents and a Financing Subsidiary or
Restricted Investment holds any interest in the loans or other extensions of credit under such loan documents, (x)(1)
cause the interest owned by such Financing Subsidiary or such Restricted
Investment, as applicable, to be evidenced by separate execution of relevant loan documentation by, or assignment documentation
in the name of, such Financing Subsidiary or such Restricted Investment,
as applicable, and, if such interest is evidenced by notes, cause such interest to be evidenced by a separate note or
notes, which note or notes are either (A) in the name of such Financing Subsidiary or such
Restricted Investment, as applicable, or (B) in the name of the Borrower, endorsed in blank and delivered to the
applicable Financing Subsidiary or applicable Restricted Investment
and beneficially owned by thesuch
Financing Subsidiary or such Restricted Investment, as applicable,
and (2) not permit such Financing Subsidiary or such Restricted Investment,
as applicable, to have a participation acquired from an Obligor in such underlying loan documents and the extensions
of credit thereunder or any other indirect interest therein acquired from an Obligor; and (y) ensure that, subject to Section
5.08(c)(v) below, all amounts owing to any Obligor by the underlying borrower or other obligated party are remitted by such
borrower or obligated party (or the applicable administrative agents, collateral agents or equivalent Person) directly to the Custodian
Account and no other amounts owing by such underlying borrower or obligated party are remitted to the Custodian Account;


 






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(v)          
in the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any
Bank Loan (or is acting in an analogous agency capacity under any agreement related to any Portfolio Investment) and such Obligor
does not hold all of the credit extended to the underlying borrower or issuer under the relevant underlying loan documents or other
agreements, ensure that (1) all funds held by such Obligor in such capacity as agent or administrative agent are segregated from
all other funds of such Obligor and clearly identified as being held in an agency capacity (an “Agency Account”);
(2) all amounts owing on account of such Bank Loan or Portfolio Investment by the underlying borrower or other obligated party
are remitted by such borrower or obligated party to either (A) such Agency Account or (B) directly to an account in the name
of the underlying lender to whom such amounts are owed (for the avoidance of doubt, no funds representing amounts owing to more
than one underlying lender may be remitted to any single account other than the Agency Account); and (3) within two (2) Business
Days after receipt of such funds, such Obligor acting in its capacity as agent or administrative agent shall distribute any such
funds belonging to any Obligor to the Custodian Account (provided that if any distribution referred to in this clause (c) is not
permitted by applicable bankruptcy law to be made within such two-Business Day period as a result of the bankruptcy of the underlying
borrower, such Obligor shall use commercially reasonable efforts to obtain permission to make such distribution and shall make
such distribution as soon as legally permitted to do so);


 


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


 


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


 


Section 5.09.         
Use of Proceeds. The Borrower will use
the proceeds of the Loans only for general corporate purposes of the Borrower and its Subsidiaries (other than the Financing Subsidiaries
except as expressly permitted under Section 6.03(e) or (f)) in the ordinary
course of business, including making distributions not prohibited by this Agreement and the acquisition and funding (either directly
or through one or more wholly owned Subsidiary Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible
securities, preferred stock, common stock 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 applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying any Margin Stock. On the first day (if any) an Obligor acquires any Margin Stock or at any other time requested
by the Administrative Agent or any Lender, the Borrower shall furnish to the Administrative Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
U. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by
Margin Stock (within the meaning of Regulation U), or with the proceeds of equity capital of the Borrower. No Obligor will,
to its actual knowledge, directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds (I) to
any Person for the purpose of financing the activities of any Person currently (A) subject to, or the subject of, any Sanctions
or (B) organized or resident in a Sanctioned Country or (II) for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws. 


 






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Section 5.10.         
Status of RIC and BDC. The Borrower shall
at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment
Company Act.


 


Section 5.11.         
Investment Policies. The Borrower shall
at all times be in compliance in all material respects with its Investment Policies.


 


Section 5.12.         
Portfolio Valuation and Diversification Etc.; Risk Factor Ratings.


 


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


 


(b)          
Portfolio Valuation Etc.


 


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


 






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(ii)           
Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Eligible Portfolio
Investments (and, as required on Schedule 1.01(f), each of its Non-Core
Assets), as follows:


 


(A)          Quoted
Investments External Review. With respect to Eligible Portfolio Investments (including Cash Equivalents) for which market quotations
are readily available and are reflective of an actual trade executed within a reasonable period of such quotation (“Quoted
Investments”), the Borrower shall, not less frequently than once each calendar week, determine the market value of such
Quoted Investments which shall, in each case, be determined in accordance with one of the following methodologies as selected by
the Borrower (each such value, an “External Quoted Value”):


 


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


 


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


 


(y)      in
the case of any Quoted Investment traded on an exchange, the closing price for such 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.


 


(B)           Unquoted
Investments External Review. With respect to Eligible Portfolio Investments for which market quotations are not readily available
(“Unquoted Investments”), other than No External Review Assets, the Borrower shall request an Approved Third-Party
Appraiser to assist the Board of Directors of the Borrower in determining the fair market value of such Unquoted Investments, as
at the last day of each fiscal quarter following the Original Effective Date (each such value, an “External Unquoted Value”)
and to provide the Board of Directors with a written independent valuation report as part of that assistance each quarter. Each
such valuation report shall also include the information required to comply with paragraph 8 and paragraph 22 of Schedule 1.01(d).


 


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


 






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(D)           Value
of Quoted Investments. Subject to clauses (G), (H) and (I) of this Section 5.12(b)(ii), the “Value” of each
Quoted Investment for all purposes of this Agreement shall be the lowest of (1) the Internal Value of such Quoted Investment
as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (2) the External Quoted Value of such
Quoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(A) and (3) 102% of the par or face value
of the such Quoted Investment (or, in the case of Preferred Stock, the Liquidation Preference thereof without taking into account
any Accretive Value).


 


(E)            Value
of Unquoted Investments. Subject to clauses (G), (H) and (I) of this Section 5.12(b)(ii),


 


(I)       if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
falls below the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B),
then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of
(i) the Internal Value and (ii) 102% of the par or face value of such Unquoted Investment (or, in the case of Preferred Stock,
the Liquidation Preference thereof without taking into account any Accretive Value);


 


(II)      if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
falls above the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B),
then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of
(i) the midpoint of the range of the External Unquoted Value and (ii) 102% of the par or face value of such Unquoted Investment
(or, in the case of Preferred Stock, the Liquidation Preference thereof without taking into account any Accretive Value); and


 


(III)     if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C)
is within the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B),
then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of
(i) the Internal Value and (ii) 102% of the par or face value of such Unquoted Investment (or, in the case of Preferred Stock,
the Liquidation Preference thereof without taking into account any Accretive Value);


 


except that:


 


(w)      if
the difference between the highest and lowest External Unquoted Value in such range exceeds an amount equal to 6% of the midpoint
of such range, the “Value” of such Unquoted Investment shall instead be deemed to be the lowest of (i) the lowest External
Unquoted Value in such range, (ii) the Internal Value determined pursuant to Section 5.12(b)(ii)(C), and (iii) 102% of the
par or face value of such Unquoted Investment (or, in the case of Preferred Stock, the Liquidation Preference thereof without taking
into account any Accretive Value); and


 






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(x)       [intentionally
omitted]; and


 


(y)      the
 “Value” of any Unquoted Investment acquired during a fiscal quarter shall be deemed to be equal to the lower of the
cost of such Unquoted Investment and the Internal Value of such Unquoted Investment until such time as the External Unquoted Value
of such Unquoted Investment is determined in accordance with the provisions of Section 5.12(b)(ii)(E) as at the last
day of such fiscal quarter.


 


(F)           Actions
Upon a Borrowing Base Deficiency. If, based upon such weekly internal review (including,
as required on Schedule 1.01(f), such weekly internal review of each of its Non-Core Assets), the Borrower determines
that a Borrowing Base Deficiency exists or that the Borrowing Base has declined by more than 15% (or,
with respect to the period from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the lesser of (x) 10%
and (y) the amount, if any, that the Borrowing Base exceeded the Covered Debt Amount in the Borrowing Base Certificate most recently
delivered under this Agreement) from the Borrowing Base stated in the Borrowing Base Certificate last delivered by the
Borrower to the Administrative Agent, then the Borrower shall, promptly and in any event within two Business Days as provided in
Section 5.01(e), deliver a Borrowing Base Certificate reflecting the new amount of the Borrowing Base and shall take the actions,
and make the payments and prepayments (if any), all as more specifically set forth in Section 2.08(c).


 


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


 


(H)           Adjustment
of Values. Notwithstanding anything herein to the contrary, the Administrative Agent, in its sole and absolute discretion exercised
in good faith, may, and upon the request of Required Lenders, shall, revise the Value of any Eligible Portfolio Investment (in
which case the “Value” of such Eligible Portfolio Investment shall for all purposes hereof be deemed to be the Value
assigned by the Administrative Agent) and/or exclude any Eligible Portfolio Investment from the Borrowing Base entirely, so long
as the aggregate reduction in the Borrowing Base resulting from all such revisions and exclusions in any fiscal quarter does not
exceed 7.5%. Any such revision or exclusion shall be effective ten Business Days after the Administrative Agent’s delivery
of notice thereof to the Borrower.


 






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(I)            Testing
of Values; Valuation Dispute Resolution. Notwithstanding the foregoing, the Administrative Agent shall at any time have the
right to request any Unquoted Investment be independently valued by an Approved Third-Party Appraiser retained 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)(E) and the valuation of any Approved Third-Party Appraiser retained by the Administrative Agent pursuant to this
Section 5.12(b)(ii)(I) is (1) less than 7.5% of the value thereof, then the Borrower’s valuation pursuant to Section
5.12(b)(ii)(E) shall be used, (2) between 7.5% and 20% of the value thereof, then the valuation of such Portfolio Investment
shall be the average of the value determined by the Borrower pursuant to Section 5.12(b)(ii)(E) and the value determined
by the Approved Third-Party Appraiser retained by the Administrative Agent pursuant to this Section 5.12(b)(ii)(I) and (3)
greater than 20% of the value thereof, then the valuation of such Portfolio Investment shall be the lesser of the Borrower’s
valuation pursuant to Section 5.12(b)(ii)(E) and the valuation of any Approved Third-Party Appraiser retained by the Administrative
Agent pursuant to this Section 5.12(b)(ii)(I).


 


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


 


Section 5.13.         
Calculation of Borrowing Base. For purposes
of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum without
duplication of (i) the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment
by (y) the applicable Advance Rate, expressed as a fraction (the amount
calculated in this clause (i) as adjusted pursuant to the proviso below, the “Unadjusted Borrowing Base”) plus (ii)
solely from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, the Borrowing Base Flex; provided
that:


 


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


 


(b)          
with respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion
of the Value of such Eligible Portfolio Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 0%; provided
that, with respect to each of the six (6) largest Portfolio Companies (based on the fair value of the Eligible Portfolio Investments),
only that portion of the Eligible Portfolio Investments issued by such Portfolio Company that exceeds 10% of the Obligors’
Net Worth shall have an Advance Rate of 0%;


 






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(c)           
if at any time the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments
that are ABL Transactions) in the Unadjusted Borrowing Base
(based on the fair value of such Eligible Portfolio Investments) exceeds 3490, the Unadjusted
Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent
necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments (other than Eligible Portfolio Investments
that are ABL Transactions) in the Unadjusted Borrowing Base
to be no greater than 3490 (subject to all other constraints, limitations and restrictions set forth herein);


 


(d)          
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments (other than Eligible Portfolio Investments that are ABL Transactions) with a Risk Factor higher
than 3490 shall not exceed 25% of the Unadjusted Borrowing
Base and the Unadjusted Borrowing Base shall be reduced by
removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed
25% of the Unadjusted Borrowing Base;


 


(e)          
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or First Lien Bank
Loans (including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) shall not exceed 40% of the
Unadjusted Borrowing Base and the Unadjusted
Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent
such portion would otherwise exceed 40% of the Unadjusted
Borrowing Base; provided, that, (i) at any time that the Asset Coverage Ratio is less than 2.00 to 1, such contribution
shall not exceed 35% and (ii) at any time that the Asset Coverage Ratio is less than 1.67 to 1, such contribution shall not exceed
30%;


 


(f)           
if at any time the Weighted Average Recurring Revenue Ratio is greater than 2.40 to 1.00, the Unadjusted
Borrowing Base shall be reduced by removing Recurring Revenue Transactions therefrom (but not from the Collateral) to the extent
necessary to cause the Weighted Average Recurring Revenue Ratio to be no greater than 2.40 to 1.00 (subject to all other constraints,
limitations and restrictions set forth herein);


 


(g)          
if at any time the Weighted Average Leverage Ratio is greater than 4.75 to 1.00, the Unadjusted
Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the
extent necessary to cause the Weighted Average Leverage Ratio to be no greater than 4.75 to 1.00 (subject to all other constraints,
limitations and restrictions set forth herein); provided that any LTV Transactions shall be excluded from such calculation;


 


(h)          
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments in each of the Industry Classification Groups that are part of the Two Largest Industry Classification
Groups shall, in each case, not exceed 20% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 20% of the Unadjusted Borrowing Base;


 






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(i)           
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments in any single Industry Classification Group (other than each of the Industry Classification Groups
that are part of the Two Largest Industry Classification Groups) shall not exceed 15% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 15% of the Unadjusted Borrowing Base;


 


(j)           
if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such
Eligible Portfolio Investments to the extent included in the Unadjusted
Borrowing Base) exceeds 5.0 years, the Unadjusted Borrowing
Base shall be reduced by removing Debt Eligible Portfolio Investments
that are Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the
weighted average maturity of all Debt Eligible Portfolio Investments included in the Unadjusted
Borrowing Base to be no greater than 5.0 years (subject to all other constraints, limitations and restrictions set forth herein);


 


(k)          
the portion of the Unadjusted Borrowing Base attributable
to Debt Eligible Portfolio Investments with a maturity greater than 7 years shall not exceed 15% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Debt Eligible Portfolio Investments therefrom
(but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Unadjusted
Borrowing Base;


 


(l)           
the portion of the Unadjusted Borrowing Base attributable
to PIK Obligations, DIP Loans, Covenant-Lite Loans and Preferred Stock shall not exceed 20% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 20% of the Unadjusted Borrowing Base; provided,
that the portion of the Unadjusted Borrowing Base attributable
to Preferred Stock in the aggregate shall not exceed 10% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 10% of the Unadjusted Borrowing Base;


 


(m)         
if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedging Agreement) is less than the greater
of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Unadjusted
Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the
extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus
4.5% (subject to all other constraints, limitations and restrictions set forth herein);


 


(n)         
if at any time the Weighted Average Floating Spread (after giving effect to any Hedging Agreement) is less than 4.5%, the
Unadjusted Borrowing Base shall be reduced by removing Debt
Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Floating
Spread to be at least 4.5% (subject to all other constraints, limitations and restrictions set forth herein);


 






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(o)          
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments that are Low Risk Assets shall be at least 65% of the Unadjusted
Borrowing Base, and the Unadjusted Borrowing Base shall be
reduced by removing therefrom (but not from the Collateral) Eligible Portfolio Investments that are not Low Risk Assets so that
the portion of the Unadjusted Borrowing Base attributable
to Low Risk Assets will be at least 65% of the Unadjusted
Borrowing Base;


 


(p)          
no portion of the Unadjusted Borrowing Base shall
be attributable to (a) any (i) Equity Interests (other than Preferred Stock), (ii) warrants, options or other rights for the purchase
or acquisition of Equity Interests or (iii) securities convertible into or exchangeable for shares of Equity Interests, (b) any
Affiliate Investment or (c) any Structured Finance Obligation;


 


(q)          
[reserved];


 


(r)           
to the extent that the fair value of the No External Review Assets included in the Unadjusted
Borrowing Base exceeds 10% of the Unadjusted Borrowing Base
(without taking into account any No External Review Assets), the Unadjusted
Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent
the fair value of the No External Review Assets included in the Unadjusted
Borrowing Base would otherwise exceed 10% of the Unadjusted
Borrowing Base;


 


(s)          
the portion of the Unadjusted Borrowing Base attributable
to Foreign Eligible Portfolio Investments shall not exceed 10% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Foreign Eligible Portfolio Investments
therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 10% of the Unadjusted
Borrowing Base;


 


(t)           
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans
(including, for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions), Last Out Loans or Second Lien Bank
Loans shall not exceed 20% of the Unadjusted Borrowing Base
and the Unadjusted Borrowing Base shall be reduced by removing
Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 20% of
the Unadjusted Borrowing Base; and


 


(u)         
the portion of the Unadjusted Borrowing Base attributable
to Eligible Portfolio Investments that are LTV Transactions shall not exceed 40% of the Unadjusted
Borrowing Base and the Unadjusted Borrowing Base shall be
reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 40% of the Unadjusted Borrowing Base; provided
that the contribution to the Unadjusted Borrowing Base of
Eligible Portfolio Investments that are LTV Transactions shall at no time exceed the aggregate contribution to the Unadjusted
Borrowing Base of (x) Eligible Portfolio Investments that are First Lien Bank Loans (including Covenant-Lite Loans that are First
Lien Bank Loans and excluding LTV Transactions), plus (y) Cash and Cash Equivalents plus (z) Long-Term U.S. Government Securities;
provided further that the portion of the Unadjusted
Borrowing Base attributable to Eligible Portfolio Investments that are Real Estate LTV Transactions shall not exceed 10% of the
Unadjusted Borrowing Base and the Unadjusted
Borrowing Base shall be reduced by removing Eligible Portfolio Investments that
are Real Estate LTV Transactions therefrom (but not from the Collateral) to the extent such portion would otherwise
exceed 10% of the Unadjusted Borrowing Base; provided
further that, (x) Recurring Revenue Transactions in the aggregate shall not exceed 25% of the Unadjusted
Borrowing Base and (y) ABL Transactions in the aggregate shall not exceed 20% of the Unadjusted
Borrowing Base; and provided further that the portion of the Unadjusted
Borrowing Base attributable to Eligible Portfolio Investments that are Recurring Revenue Transactions that are Last Out Loans shall
not exceed 6.25% of the Unadjusted Borrowing Base.


 






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For the avoidance of
doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this
Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used
herein, the following terms have the following meanings:


 


“ABL Transactions”
has the meaning assigned to such term in the definition of LTV Transaction.


 


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


 


	Eligible Portfolio Investment	 	Unquoted	 	 	Quoted	 
	Cash and Cash Equivalents (including Short-Term U.S. Government Securities)	 	 	n/a	 	 	 	100	%
	Long-Term U.S. Government Securities	 	 	n/a	 	 	 	85	%
	Performing First Lien Bank Loans	 	 	67.5	%	 	 	72.5	%
	Performing Last Out Loans and Performing LTV Transactions	 	 	60	%	 	 	65	%
	Performing Last Out Loans that are both Recurring Revenue Transactions and Last Out Loans	 	 	55	%	 	 	55	%
	Performing Second Lien Bank Loans	 	 	50	%	 	 	60	%
	Performing High Yield Securities	 	 	45	%	 	 	55	%
	Performing Mezzanine Investments, Performing Indirect Real Estate LTV Transactions and Performing Covenant-Lite Loans	 	 	40	%	 	 	50	%
	Performing DIP Loans	 	 	50	%	 	 	50	%
	Performing PIK Obligations and Performing Preferred Stock	 	 	35	%	 	 	40	%



 


provided,
that, at any time the Asset Coverage Ratio is less than 1.67 to 1 and the contribution
of First Lien Bank Loans (including, for clarity,
LTV Transactions that are not Indirect Real Estate LTV Transactions) to the Borrowing Base is
less than 70% (in each case, as reported in the most recently delivered monthly Borrowing Base
Certificate) every Advance Rate in the table above that is below the line for “Performing
First Lien Bank Loans” shall be 5% less than the applicable rate indicated in the table. For the avoidance of doubt,
the above categories are intended to be indicative of the traditional investment types in
a fully capitalized issuer. All determinations of whether a particular Portfolio Investment belongs
to one category or another shall be made by the Borrower on a consistent basis with the
foregoing. For example, a secured bank loan solely at a holding company, the only assets
of which are the shares of an operating company, may constitute Mezzanine Investments, but
would not ordinarily constitute a First Lien Bank Loan.


 






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“Bank Loans”
means debt obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings, the funded
portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans,
bridge loans and senior subordinated loans) that are generally provided under a credit facility or syndicated loan.


 


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


 


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


 


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


 


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


 


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


 


“Defaulted Obligation”
means:


 


(a)          
any Debt Eligible Portfolio Investment as to which (x) a default as to the payment of principal and/or interest has occurred and
is continuing for a period of thirty-two (32) consecutive days with respect to such debt (without regard to any grace period applicable
thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders of such debt have accelerated
all or a portion of the principal amount thereof as a result of such default;


 


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


 






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(c)         
any Eligible Portfolio Investment (i) as to which a default as to the payment of principal and/or interest has occurred and is
continuing for a period of the lesser of the applicable grace period or five (5) consecutive days on another material debt obligation
of the applicable Portfolio Company which is senior or pari passu in right of payment to such Eligible Portfolio Investment (without
regard to any waiver thereof); (ii) as to which a default as to the payment of principal and/or interest has occurred and is continuing
for a period of the lesser of the applicable grace period or five (5) consecutive days on another material debt obligation of the
applicable Portfolio Company which is junior in right of payment to such Eligible Portfolio Investment (without regard to any waiver
thereof); or (iii) that is a Debt Eligible Portfolio Investment and the Portfolio Company of such Eligible Portfolio Investment
has issued preferred stock and such Portfolio Company has failed to meet, with respect to such class of preferred stock, any scheduled
redemption obligations or pay its latest declared cash dividend after the applicable due date (and after giving effect to the expiration
of any applicable grace period);


 


(d)          
any Eligible Portfolio Investment (i) as to which, with respect to such Eligible Portfolio Investment or any material debt obligation
of the applicable Portfolio Company, a default rate of interest has been and continues to be charged for more than 120 consecutive
days, or a default has occurred and the holders of such debt have accelerated all or a portion of the principal amount thereof
as a result of such default, or foreclosure on collateral for such debt has been commenced and is being pursued by or on behalf
of the holders thereof; (ii) as to which the applicable Portfolio Company or others have (A) engaged in an out-of-court restructuring
process (including through any provision of the Uniform Commercial Code or other law) in the past ninety (90) days or (B) instituted
proceedings to have such Portfolio Company adjudicated bankrupt or insolvent or placed into receivership and such proceedings have
not been stayed or dismissed or such obligor has filed for protection under Chapter 11 of the United
States Bankruptcy Code or under any foreign bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or custodian, appointed for it (unless, in the case of clause (A) or (B), such Eligible Portfolio Investment is a DIP
Loan, in which case it shall not be deemed to be a Defaulted Obligation under such clause); or (iii) as to which (A) written
notice declaring such Indebtedness in default has been delivered by any lender or agent under such Indebtedness and such default
has not been remedied, cured or waived within 90 days after delivery of such notice; or (B) any lender or agent under such Eligible
Portfolio Investment otherwise exercises significant remedies following a default; and


 


(e)          
any Eligible Portfolio Investment that the Borrower has otherwise declared to be a Defaulted Obligation.


 






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“DIP Loan”
means any Bank Loan (whether revolving or term) originated after the commencement of a case under Chapter 11 of the Bankruptcy
Code by the Portfolio Company, which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor
as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”) organized under the laws of
the United States or any state therein and domiciled in the United States, which loan satisfies the following criteria: (a) the
DIP Loan is duly authorized by a final order of the applicable bankruptcy court or federal district court under the provisions
of subsection (b), (c) or (d) of 11 U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still pending as a case under
the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and
has not been dismissed or converted to a case under the provisions of Chapter 7 of Title
11 of the Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed,
in whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other Person under the provisions
of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens granted by the applicable bankruptcy court or federal district
court in relation to the Loan are super-priority Liens and have not been subordinated or junior to, or are pari passu with,
in whole or in part, the Liens of any other lender or creditor under the provisions of 11 U.S.C. Section 364(d) or otherwise;
(e) the Debtor is not in default on its obligations under the loan; (f) neither the Debtor nor any party in interest has filed
a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon confirmation, would (i) disallow or subordinate
the loan, in whole or in part, (ii) subordinate, in whole or in part, any Lien granted in connection with such loan, (iii) fail
to provide for the repayment, in full and in cash, of the loan upon the effective date of such plan or (iv) otherwise impair,
in any manner, the claim evidenced by the loan; (g) the DIP Loan is documented in a form that is commercially reasonable; (h)
the DIP Loan shall not provide for more than 50% (or a higher percentage with the consent of the Required Lenders) of the proceeds
of such loan to be used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up”
or similar transaction; (i) no portion of the DIP Loan is payable in consideration other than cash; and (j) no portion of the
DIP Loan has been credit bid under Section 363(k) of the Bankruptcy Code or otherwise. For the purposes of this definition,
an order is a “final order” if the applicable period for filing a motion to reconsider or notice of appeal in respect
of a permanent order authorizing the Debtor to obtain credit has lapsed and no such motion or notice has been filed with the applicable
bankruptcy court or federal district court or the clerk thereof.


 


“Direct
Real Estate LTV Transaction” has the meaning assigned to such term in paragraph 16 of Schedule 1.01(d)
hereto.


 





“EBITDA”
means the consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses (to the extent
excluded in the definition of “EBITDA” in the relevant agreement relating to the applicable Eligible Portfolio Investment))
for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income
in the relevant agreement relating to the applicable Eligible 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 Eligible
Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for
substantially similar debt of other similarly situated borrowers at the time such relevant agreements are entered into as reasonably
determined in good faith by the Borrower; provided
that, unless otherwise agreed to by the Administrative Agent, no such adjustments shall be made solely due to the impact of any
Public Health Event.


  


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


 






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“First Lien Bank
Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest on
all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof, and which has the
most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings in such
collateral, provided, however, that, in the case of accounts receivable and inventory (and the proceeds thereof),
such lien and security interest may be second in priority to a Permitted Prior Working Capital Lien; and further provided that
(other than for an LTV Transaction) any portion (and only such portion) of such a Bank Loan which has a total debt to EBITDA ratio
above 4.50x will have the advance rate of a Second Lien Bank Loan applied to such portion and any portion of such a Bank Loan which
has a total debt to EBITDA ratio above 6.00x will have the advance rate of a Mezzanine Investment applied to such portion. For
the avoidance of doubt, in no event shall a First Lien Bank Loan include a Last Out Loan.


 


“Fixed Rate Portfolio
Investment” means a debt Eligible Portfolio Investment that bears interest at a fixed rate.


 


“Floating Rate
Portfolio Investment” means a debt Eligible Portfolio Investment that bears interest at a floating rate.


 


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


 


“Indirect Real
Estate LTV Transactions” has the meaning assigned to such term in paragraph 16 of Schedule 1.01(d) hereto.


 


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


 


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


 


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


 


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


 






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


 


“Liquidation Preference”
means, with respect to Preferred Stock, the dollar amount required to be paid to the holder thereof upon any voluntary or involuntary
liquidation, dissolution or winding up of the issuer of such Preferred Stock or the distribution of assets of such issuer that
represents a return of capital or the purchase price paid for such Preferred Stock at the time of issuance of such Preferred Stock
by such issuer.


 


“Long-Term U.S.
Government Securities” means U.S. Government Securities maturing more than three months from the applicable date of determination,
so long as such securities have a credit rating of at least AAA from S&P and Aaa from Moody’s.


 


“Low
Risk Assets” means each of Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans (including,
for clarity, LTV Transactions that are not Indirect Real Estate LTV Transactions) and Last Out Loans.


 


“LTV
Transaction” means any transaction that (i) is either (a) structured in a way that would customarily be considered a specialized
asset-backed transaction supported by receivables, inventory or other assets (“ABL Transactions”) or (b) structured
as a recurring revenue loan that (1) is in a high-growth industry or industry that customarily has businesses with revenue
derived from perpetual licenses, subscription agreements, maintenance streams or other similar and perpetual cash flow streams
(as reasonably determined in good faith by the Borrower) (“Recurring Revenue Transactions”), (2) has a loan to enterprise
value ratio (determined in a manner consistent with the methodology outlined in paragraph (8) of Schedule 1.01(d)) of less
than 65% and (3) at the time of the origination of the loan, does not have a debt to recurring revenue ratio of greater than 3.00
to 1.00, (ii) does not include and would not customarily be expected to include (at the time of the origination of the loan) a
financial covenant based on debt to EBITDA, debt to EBIT or a similar multiple of debt to operating cash flow, (iii) is a First
Lien Bank Loan or Last Out Loan (or, with respect to an Indirect Real Estate LTV Transaction, is a Mezzanine Investment), (iv)
is not subject to a Permitted Prior Working Capital Lien and (v) is designated as an LTV Transaction by the Borrower at the time
of the initial investment, provided that any portion (and only such portion) of such LTV Transaction (a) if it is an ABL
Transaction, in excess of an alternative financial covenant or ratio mutually agreeable to the Borrower and the Administrative
Agent, or (b) if it is a Recurring Revenue Transaction, which has a loan to enterprise value ratio that is greater than 35% but
does not exceed 50%, such portion will, in each case, be deemed, solely for the purposes of determining the applicable Advance
Rate pursuant to clause (y) of the definition of “Borrowing Base” and not for any other purpose herein, to be a Second
Lien Bank Loan, and provided further that the Advance Rate applicable to that portion of such Recurring Revenue Transaction representing
a loan to enterprise value (determined in a manner consistent with the methodology outlined in paragraph (8) of Schedule 1.01(d))
equal to or greater than 50% shall have an Advance Rate of 0%.


 






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“Mezzanine Investments”
means (i) debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)),
in each case (a) issued by public or private Portfolio Companies, (b) issued without registration under the Securities Act, (c)
not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents
and (e) contractually subordinated in right of payment to other debt of the same Portfolio Company and (ii) a Bank Loan that is
not a First Lien Bank Loan, Last Out Loan, Second Lien Bank Loan, High Yield Security or a Covenant-Lite Loan.


 


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


 


“Performing Covenant-Lite
Loans” means funded Covenant-Lite Loans that (a) are not PIK Obligations and (b) are Performing.


 


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


 


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


 


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


 


“Performing Indirect
Real Estate LTV Transactions” means funded Indirect Real Estate LTV Transactions that are Performing.


 


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


 


“Performing LTV
Transactions” means funded LTV Transactions that (a) are not Indirect Real Estate LTV Transactions and (b) are Performing.


 


“Performing Mezzanine
Investments” means funded Mezzanine Investments that (a) are not PIK Obligations and (b) are Performing.


 


“Performing PIK
Obligations” means funded PIK Obligations that are Performing.


 


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


 






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“Permitted Prior
Working Capital Lien” means, with respect to a Portfolio Company that is a borrower under a Bank Loan, a security interest
to secure a working capital facility for such Portfolio Company in the accounts receivable and inventory (and all accounts and
other assets associated therewith and the proceeds thereof) of such Portfolio Company and any of its subsidiaries that are guarantors
of such working capital facility; provided that (i) such Bank Loan has a second priority lien on such accounts receivable and inventory,
(ii) such working capital facility is not secured by any other assets (other than a second priority lien, subject to the first
priority lien of the Bank Loan, on any other assets) and does not benefit from any standstill rights or other agreements with respect
to any other assets and (iii) the maximum principal amount of such working capital facility is not at any time greater than 15%
of the aggregate enterprise value of the Portfolio Company (as determined in accordance with the valuation methodology for determining
the enterprise value of the applicable Portfolio Company as established by an Approved Third-Party Appraiser).


 


“PIK Obligation”
means an obligation that provides that any portion of the interest accrued for a specified period of time or until the maturity
thereof is, or at the option of the obligor may be, added to the principal balance of such obligation or otherwise deferred and
accrued rather than being paid in cash, provided that any such obligation shall not constitute a PIK Obligation if it (a) is a
fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of not less than 8% per
annum or (b) is not a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate
of not less than 4.5% per annum in excess of the applicable index.


 


“Preferred Stock”,
as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include,
without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock;
provided, that such Preferred Stock (i) pays a cash dividend on a monthly or quarterly basis, (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 and (iii) has a Liquidation Preference.


 


“Real Estate LTV
Transaction” has the meaning assigned to such term in paragraph 16 of Schedule 1.01(d) hereto.


 


“Recurring Revenue
Transaction” has the meaning assigned to such term in the definition of LTV Transaction.


 


“Restructured Investment”
means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation within the past six months,
(b) any Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any Portfolio Investment that
has in the past six months been amended or subject to a deferral or waiver the effect of which is to (i) change the amount of previously
required scheduled debt amortization (or, in the case of Preferred Stock, required payments on such Preferred Stock (other than
by reason of repayment thereof)) or (ii) extend the tenor of previously required scheduled debt amortization (or, in the case of
Preferred Stock, required payments on such Preferred Stock), in each case such that the remaining weighted average life of such
Portfolio Investment is extended by more than 20%. A DIP Loan shall not be deemed to be a Restructured Investment, so long as it
does not meet the conditions of the definition of Restructured Investment.


 






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“Second Lien Bank
Loan” means a Bank Loan (other than a First Lien Bank Loan and a Last Out Loan) that is entitled to the benefit of a first
and/or second lien and first and/or second priority perfected security interest on all or substantially all of the assets of the
respective borrower and guarantors obligated in respect thereof; provided that any portion of such a Loan which has a total
debt to EBITDA ratio above 6.00x will have the advance rate of a Mezzanine Investment applied to such portion.


 


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


 


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


 


“Short-Term U.S.
Government Securities” means U.S. Government Securities maturing within three (3) months of the applicable date of determination.


 


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


 


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


 


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


 






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“Value” means,
(i) with respect to any Eligible Portfolio Investment, the
value thereof determined for purposes of the Loan Documents in accordance with Section 5.12(b)(ii) and
(ii) with respect to any Non-Core Asset, the value thereof determined for purposes of the Loan Documents as required by Schedule
1.01(f).


 


“Weighted Average
Fixed Coupon” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products
obtained by multiplying the cash interest coupon of each Fixed Rate Portfolio Investment included in the Unadjusted
Borrowing Base as of such date by the outstanding principal balance (or, in the case of Preferred Stock, the Liquidation Preference
or fixed amount (other than interest or fees) owed on account of such Preferred Stock) of such Fixed Rate Portfolio Investment
included in the Unadjusted Borrowing Base as of such date,
dividing such sum by the aggregate outstanding principal balance (or, in the case of Preferred Stock, the Liquidation Preference
or fixed amount (other than interest or fees) owed on account of such Preferred Stock) of all such Fixed Rate Portfolio Investments
included in the Unadjusted Borrowing Base and rounding up
to the nearest 0.01%. For the purpose of calculating the Weighted Average Fixed Coupon, all Fixed Rate Portfolio Investments included
in the Unadjusted Borrowing Base that are not currently paying cash interest shall have an interest rate of 0%.


 


“Weighted Average
Floating Spread” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products
obtained by multiplying, in the case of each Floating Rate Portfolio Investment included in the Unadjusted
Borrowing Base, on an annualized basis, the Spread of such Floating Rate Portfolio Investment included
in the Unadjusted Borrowing Base, by the outstanding principal balance (or, in the case of Preferred Stock, the Liquidation
Preference or fixed amount (other than interest or fees) owed on account of such Preferred Stock) of such Floating Rate Portfolio
Investment included in the Unadjusted Borrowing Base as of
such date and dividing such sum by the aggregate outstanding principal balance (or, in the case of Preferred Stock, the Liquidation
Preference or fixed amount (other than interest or fees) owed on account of such Preferred Stock) of all such Floating Rate Portfolio
Investments included in the Unadjusted Borrowing Base and
rounding the result up to the nearest 0.01%.


 


“Weighted Average
Leverage Ratio” means, as of any date of determination, the number obtained by summing the products obtained by multiplying,
in the case of each Debt Eligible Portfolio Investment included in the Unadjusted
Borrowing Base (but, for the avoidance of doubt, excluding any Debt Eligible Portfolio Investments that are LTV Transactions),
the leverage ratio (expressed as a number) for the Portfolio Company of such Eligible Portfolio Investment of all Indebtedness
(or, as applicable, Preferred Stock) that has a ranking of payment or lien priority senior to or pari passu with and including
the tranche that includes the Borrower’s Eligible Portfolio Investment included
in the Unadjusted Borrowing Base, by the fair value of such Eligible Portfolio Investment as of such date and dividing
such sum by the aggregate of the fair values of all such Eligible Portfolio Investments including
in the Unadjusted Borrowing Base as of such date and rounding the result up to the nearest 0.01.


 


“Weighted Average
Recurring Revenue Ratio” means, as of any date of determination, the number obtained by summing the products obtained by
multiplying, in the case of each Recurring Revenue Transaction included in the Unadjusted
Borrowing Base, the debt to recurring revenue ratio (expressed as a number) for the Portfolio Company of such Eligible Portfolio
Investment of all Indebtedness that has a ranking of payment or lien priority senior to or pari passu with and including the tranche
that includes the Borrower’s Eligible Portfolio Investment, by the fair value of such Eligible Portfolio Investment as of
such date and dividing such sum by the aggregate of the fair values of all such Eligible Portfolio Investments and rounding the
result up to the nearest 0.01.


 






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Section 5.14.       
Anti-Hoarding of Assets at Non-Pledged Financing Subsidiaries.
If any Non-Pledged Financing Subsidiary is not prohibited by any law, rule or
regulation or by any contract or agreement relating to indebtedness from distributing all or any portion of its assets to an Obligor,
then such Non-Pledged Financing Subsidiary shall, if the Borrowing Base is not
at least 115% of the Covered Debt Amount at the time of determination, distribute to an Obligor the amount of assets held by such
Non-Pledged Financing Subsidiary that such Non-Pledged
Financing Subsidiary is permitted to distribute and that, in the good faith judgment of the Borrower, such Non-Pledged
Financing Subsidiary does not reasonably expect to utilize, in the ordinary course of business, to obtain or maintain
a financing from an unaffiliated third party.


 


Section 5.15.       
Taxes. Each of the Borrower and its Subsidiaries
will timely file or cause to be timely filed all U.S. federal, state and local Tax returns that are required to be filed by it
and all other Tax returns that are required to be filed by it and will pay all Taxes for which it is directly or indirectly liable
and any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority, except Taxes that are being contested in good faith by appropriate proceedings, and with
respect to which reserves in conformity with GAAP are provided on the books of the Borrower or its Subsidiaries, as the case may
be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental
charges will be adequate in accordance with GAAP.


 


Section 5.16.       
Operations. The Borrower will, and will
cause each of its Subsidiaries to, act, in all material respects, in accordance with their respective Constituent Documents.


 


Article VI


 


NEGATIVE
COVENANTS


 


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


 


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


 






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


 


(b)              
(i) Unsecured Shorter-Term Indebtedness in an aggregate principal amount not to exceed $5,000,000, so long as no Default
exists at the time of the incurrence thereof (or immediately after the incurrence thereof) and (ii) Secured Longer-Term Indebtedness,
in each case, so long as (w) no Default exists at the time of the incurrence thereof (and immediately after the incurrence thereof),
(x) prior to and immediately after giving effect to the incurrence thereof, the Borrower is in pro forma compliance with each
of the covenants set forth in Section 6.07 after giving effect to the incurrence thereof and on the date of such incurrence the
Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and immediately
after giving effect to the incurrence thereof, the Covered Debt Amount does not or would not exceed the Borrowing Base then in
effect; and (z) on the date of the incurrence thereof, the Borrower delivers to the Administrative Agent and each Lender a
Borrowing Base Certificate as at such date demonstrating compliance with (or a certification that the Borrower is in compliance
with) subclause (y) after giving effect to such incurrence. 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 Eligible Portfolio Investment and
(B) the fair market value of Unquoted Investments shall be the Value set forth in the Borrowing Base Certificate most recently
delivered by the Borrower to the Administrative Agent pursuant to Section 5.01(d) or if an Unquoted Investment is acquired
after the delivery of the Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall
be the lower of the cost of such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that
the Borrower shall reduce the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the
extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Eligible
Portfolio Investment.;
provided further that, no Unsecured Shorter-Term Indebtedness or Secured Longer-Term Indebtedness shall be incurred from the Amendment
No. 3 Effective Date until the date on which the Borrower delivers to the Administrative Agent a Covid Relief Financial Officer’s
Certificate certifying that each of the Covid Relief Borrowing Base Condition and the condition that the Asset Coverage Ratio shall
be greater than 1.70 to 1 has been satisfied for each date in the two (2) consecutive month period ending on such date (or, if
such date is not the end of the month, the date of the month then most recently ended).


 


(c)              
Unsecured Longer-Term Indebtedness, so long as (x) no Default exists at the time of the incurrence thereof (or immediately
after the incurrence thereof) and,
(y) prior to and immediately after giving effect to the incurrence thereof, the Borrower is in pro forma compliance with each
of the covenants set forth in Section 6.07 and on the date of such incurrence the Borrower delivers to the Administrative
Agent a certificate of a Financial Officer to such effect and (z) the
Net Cash Proceeds of such Unsecured Longer-Term Indebtedness are applied to the Loans pursuant to Section 2.08(d)(v);


 


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


 






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(e)              Other Permitted Indebtedness in an aggregate principal amount not to exceed $5,000,000;


 


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


 


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


 


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


 


(i)                the 2023 Notes.


 


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


 


(a)              
any Lien on any property or asset of the Borrower existing on the RestatementAmendment
No. 3 Effective Date and set forth in Schedule 3.11(b), provided that (i) no such Lien shall
extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only
those obligations which it secures on the RestatementAmendment
No. 3 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal
amount thereof;


 


(b)              
Liens created pursuant to the Security Documents;


 


(c)              
Liens on assets owned by Financing Subsidiaries securing Indebtedness
permitted under Section 6.01(d);


 


(d)               Liens
created pursuant to the Security Documents securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b);


 


(e)              
Permitted Liens;


 


(f)              
additional Liens securing Indebtedness not to exceed $3,000,000 in the aggregate provided such Indebtedness is not
otherwise prohibitedincurred under Section
6.01(e) of this Agreement; and


 


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


 






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Section 6.03.        
Fundamental Changes. The Borrower will
not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to,
enter into any transaction of merger, division, consolidation or amalgamation, or liquidate or provisionally liquidate, wind up
or dissolve itself (or suffer any liquidation, provisional liquidation or dissolution). The Borrower will not, nor will it permit
any of its Subsidiaries to reorganize under the laws of a jurisdiction other than any jurisdiction in the United States. The Borrower
will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to,to,
acquire any business or property from,
or capital stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments
and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation
of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of its
Subsidiaries (other than Financing Subsidiaries) to, convey, sell, lease, transfer
or otherwise dispose of, in one transaction or a series of transactions, any part of its assets (including, without limitation,
Cash, Cash Equivalents and Equity Interests), whether now owned or hereafter acquired, but excluding (x)
assets (including Cash and Cash Equivalents but excluding Portfolio Investments) sold or disposed of in the ordinary
course of business of the Borrower and its Subsidiaries (other than the Financing Subsidiaries)
(including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower
and its Subsidiaries (other than the Financing Subsidiaries)) and (y) subject to the provisions of clauses (d) and (e)
below, Portfolio Investments),
in each case, other than sales or dispositions to any Financing Subsidiary, any CFC, any Transparent Subsidiary, the Excluded
Subsidiary or any Restricted Investment. The Borrower will
not, nor will it permit any of its Subsidiaries to, change its name, jurisdiction of formation, chief executive office and/or
principal place of business without giving the Administrative Agent a minimum of thirty (30) days’ (or such lesser period
as the Administrative Agent may reasonably agree) written notice thereof. The Borrower will not, nor will it permit any of its
Subsidiaries to, (x)
file a certificate of division; adopt a plan of division
or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act
(or any analogous action taken pursuant to applicable law with respect to any corporation, limited liability company, partnership
or other entity). or
(y) create or reorganize into one or more series under Section 18-215 or 18-218 of the Delaware Limited Liability Company Act
(or any analogous action pursuant to applicable law with respect to any corporation, limited liability company or other entity).


 


Notwithstanding the foregoing
provisions of this Section:


 


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


 


(b)             
any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower;


 






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


 


(d)               the Obligors may sell, transfer or otherwise dispose of Portfolio Investments (other than to a Financing Subsidiary,
a Restricted Investment or the Excluded Subsidiary) so long as prior to and after giving effect to such sale, transfer
or other disposition (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered
Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and, on the date
of; provided that, with respect to any such sale, transfer
or other disposition of Portfolio Investments to any CFC or any Transparent Subsidiary, such sale, transfer or other disposition
shall only be permitted if (i) in the Borrower’s good faith business judgment, such sale, transfer or other disposition is
anticipated to maximize tax efficiencies for the Obligors and their Subsidiaries (considered in the aggregate) and (ii) no Default
exists at the time of making such sale, transfer or disposition,
the Borrower delivers to the Administrative Agent and each Lender a
Borrowing Base Certificate as at such date demonstrating compliance with (or a certification that the Borrower is in compliance
with) the foregoing after giving effect to(or immediately
after making such sale, transfer or disposition);


 


(e)              
so long as no Default exists at the time of making such sale,
transfer or disposition (or immediately after making such sale, transfer or disposition), the Obligors may sell, transfer
or otherwise dispose of Portfolio Investments (other thanbut
may not sell, transfer or dispose of ownership interests in Financing Subsidiaries),
Restricted Investments or the Excluded Subsidiary) or Cash
and Cash Equivalents to a Financing Subsidiary or a Restricted Investment
so long as both immediately prior to and immediately after giving effect to such sale, transfer or other disposition (and any concurrent
acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness) (i) the Covered Debt
Amount does not exceed the Borrowing Base and no Default exists, and the Borrower delivers to the Administrative Agent a certificate
of a Financial Officer to such effect, (ii) either (x) the amount by which the Borrowing Base exceeds the Covered Debt
Amount immediately prior to such release is not diminished as a result of such release or (y) the Borrowing Base immediately
after giving effect to such release is at least 115% of the Covered Debt Amount, (iii) the sum of (x) all sales, transfers or other
dispositions under this clause (e) that occur after the Revolver Termination Date and do not result in Net Asset Sale Proceeds
for fair value that are applied in accordance with Section 2.08(d)(i) and (y) all Investments under Section 6.04(e) that
occur after the Revolver Termination Date, shall not exceed 20% of the Commitments onaggregate
principal amount of the Loans outstanding immediately after the Revolver Termination Date, and (iv) the Asset Coverage
Ratio is not less than 1.67 to 1 (and the Borrower delivers to the Administrative Agent a certificate of a Financial Officer with
respect to each of clauses (i) through (iv) of this clause (e)); provided
that, from the Amendment No. 3 Effective Date until the date set forth in the final proviso of this clause (e), no Obligor shall
sell, transfer or otherwise dispose of Portfolio Investments or Cash and Cash Equivalents to a Financing Subsidiary or a Restricted
Investment other than sales, transfers and other dispositions otherwise permitted under this Section 6.03(e) to the Monroe Joint
Venture in an aggregate amount not to exceed $5,000,000; provided, further, that the aggregate amount of such sales, transfers
and other dispositions to the Monroe Joint Venture shall be deemed to be equal to the aggregate amount of all sales, transfers
and other dispositions made to the Monroe Joint Venture after the Amendment No. 3 Effective Date less the amount of Cash received
after the Amendment No. 3 Effective Date by the Borrower from the Monroe Joint Venture on account of such sales, transfers and
other dispositions; provided, further, that the foregoing provisos will only remain effective until the date on which the Borrower
delivers to the Administrative Agent a Covid Relief Financial Officer’s Certificate certifying that each of the Covid Relief
Borrowing Base Condition and the condition that the Asset Coverage Ratio shall be greater than 1.70 to 1 has been satisfied for
each date in the two (2) consecutive month period ending on such date (or, if such date is not the end of the month, the date of
the month then most recently ended);


 






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


 


(g)              
the Borrower may merge or consolidate with any other Person, so long as (i) the Borrower is the continuing or surviving
entity in such transaction and (ii) at the time thereof and after giving effect thereto, no Default shall have occurred orand
be continuing;


 


(h)              
the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of equipment or other property or assets
that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions
does not exceed $5,000,000 in any fiscal year; and


 


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



 


(j)                any
Financing Subsidiary may sell or dispose of Portfolio Investments in the ordinary course of business of such Financing Subsidiary;
and


 


(k)               the
Borrower may transfer Cash (other than Portfolio Investments) to the Excluded Subsidiary in an aggregate amount not to exceed
$10,000 after the Amendment No. 3 Effective Date.


 


Section 6.04.        
Investments. The Borrower will not, nor
will it permit any of its Subsidiaries to, acquire, make or enter into, or hold, any Investments except:


 


(a)              
operating deposit accounts with banks;


 






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


 


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


 


(d)               Portfolio
Investments (other than Restricted Investments) by the Borrower
and its Subsidiaries to the extent such Portfolio Investments are permitted under the Investment Company Act (to the extent such
applicable Person is subject to the Investment Company Act) and the Borrower’s Investment Policies; provided
that, from the Amendment No. 3 Effective Date until the date set forth in the below proviso, the Borrower will not, nor will it
permit any of its Subsidiaries, to acquire, make, or enter into any Portfolio Investments other than Portfolio Investments consisting
solely of the following with respect to Investments existing on the Amendment No. 3 Effective Date and described on the Existing
Investments Certificate, (x) revolving loan or delayed draw term loan commitments the funding of which are not at the sole discretion
or sole consent of the Borrower or its Subsidiaries and (y) the making of (i) follow on advances and (ii) any protective advances
(other than protective advances with respect to any Restricted Investment) consisting of payments customarily made by lenders
for purposes of preserving and protecting collateral, in each case under the forgoing clauses (x) and (y), in an aggregate amount
for all such Portfolio Investments collectively not to exceed $30,000,000; provided, further, that, solely with respect to any
Portfolio Investments consisting of a revolving loan, the aggregate amount of an Investment in such revolving loan after the Amendment
No. 3 Effective Date shall be deemed to be equal to the aggregate amount of all Investments made after the Amendment No. 3 Effective
Date with respect to such revolving loan less the amount of Cash received after the Amendment No. 3 Effective Date by the Borrower
from the underlying obligor on account of principal payments on such revolving loan; provided, further, that the foregoing proviso
will only remain effective until the date on which the Borrower
delivers to the Administrative Agent a Covid Relief Financial
Officer’s Certificate certifying that each of the Covid Relief Borrowing Base Condition and the condition that the Asset
Coverage Ratio shall be greater than 1.67 to 1 has been satisfied for each date in the thirty (30) consecutive day period ending
on such date;


 


(e)              Equity Interests in (or capital contribution tox)
Financing Subsidiaries acquiredformed
after the Original RestatementAmendment
No. 3 Effective Date to the extent not prohibitedexpressly
permitted under Section 6.03(e) and (y) Restricted Investments formed after the Amendment No. 3 Effective Date to the extent expressly
permitted by Section 6.03(e) or (f);


 


(f)               
Investments by any Financing Subsidiary;


 


(g)              
Investments in Cash and Cash Equivalents;


 


(h)               Investments described
on Schedule 3.12(b) hereto; andexisting on the
Amendment No. 3 Effective Date and described on the Existing Investments Certificate, but excluding any follow on or
additional interests in such Investments unless expressly permitted under Section 6.04(d); 


 






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(i)              
additional Investmentsso
long as no Default exists at the time of making such Investment (or immediately after making such Investment), other Investments
(excluding, for the avoidance of doubt, any Investments in Portfolio Investments, any Financing Subsidiary, any Restricted Investment
or the Excluded Subsidiary) up to but not exceeding $5,000,000 in the aggregate for
all such other Investments made since the Restatement Effective Date; provided, that, the Borrower will not, nor will it permit
any of its Subsidiaries to, acquire, make or enter into any Investments pursuant to this Section 6.04(i) from the Amendment No.
3 Effective Date until the date on which the Borrower delivers
to the Administrative Agent a Covid Relief Financial Officer’s
Certificate certifying that each of the Covid Relief Borrowing Base Condition and the condition that the Asset Coverage Ratio shall
be greater than 1.67 to 1 has been satisfied for each date in the thirty (30) consecutive day period ending on such date
(for purposes of this clause (i), the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the
aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced, contributed, transferred
or otherwise invested that gives rise to such Investment, minus (B) the aggregate amount of dividends, distributions or
other payments received in cash in respect of such Investment after
the Amendment No. 3 Effective Date; provided that in no event shall the aggregate amount of any Investment be
less than zero, and provided further that the amount of any Investment shall not in any event be reduced by reason of any
write-off of such Investment, nor increased by way of any increase in the amount of earnings retained in the Person in which such
Investment is made that have not been dividended, distributed or otherwise paid out).;
and


 


(j)               Cash
Investments in the Excluded Subsidiary to the extent permitted by Section 6.03(k).


 


Section 6.05.       
Restricted Payments. The Borrower will
not, nor will it permit any of its Subsidiaries (other than the Financing Subsidiaries) to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except that:


 


(a)               the
Borrower may declare and pay dividends with respect to the capital stock of the Borrower payable solely in additional shares of
the Borrower’s common stock;


 


(b)               provided
that the Asset Coverage Ratio exceeds 1.50 to 1 on a pro forma basis both immediately before and immediately after giving effect
thereto, the Borrower may declare and pay dividends and distributions in either case in cash or other property (excluding for
this purpose the Borrower’s common stock) in or with respect to any taxable year of the Borrower (or any calendar year,
as relevant) in amounts not to exceed 115% of the amounts that are required to be distributed to: (i) allow the Borrower to satisfy
the minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility
to be taxed as a RIC for any such taxable year, (ii) reduce to zero for any such taxable year its liability for federal income
taxes imposed on (yx)
its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (zy)
its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero its liability
for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto); provided
that, notwithstanding the foregoing, from the Amendment No. 3 Effective Date to the Covid Relief Termination Date, in no event
shall the amount of such dividends and distributions pursuant to this paragraph (b) exceed the greater of (i) $9,000,000 and (ii)
the minimum amount required to be payable in cash to maintain the Borrower’s eligibility to be taxed as a RIC);


 






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


 


(d)             
Obligors may make Restricted Payments to repurchase Equity Interests of the Borrower from officers, directors and employees
of the Investment Advisor or the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability
or termination of employment of such employees or termination of their seat on the Board of Directors of the Investment Advisor
or the Borrower or any of its Subsidiaries; provided that (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (ii) such Equity Interests are not registered on Form S-8 or other registration statement
or are not transferable under Rule 144 of the Securities Exchange Act of 1934, and (iii) the aggregate amount of all repurchases
in any calendar year shall not exceed $500,000, with unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum of $1,000,000 in any calendar year; and


 


(e)              
the Borrower may make other Restricted Payments, including the repurchase by Borrower of its Equity Interests, so long as,
(i) on the date of such payment and immediately prior to and immediately after giving effect thereto, no Default shall have occurred
and be continuing, (ii) prior to and immediately after giving effect to such payment, the Covered Debt Amount does not exceed 85%
of the Borrowing Base and (iii) on the date of such Restricted Payment, the Borrower delivers to the Administrative Agent a Borrowing
Base Certificate as of such date demonstrating compliance with the foregoing immediately after giving effect to such Restricted
Payment; provided that, solely in the case of Restricted Payments made
pursuant to this Section 6.05(e) consisting of the repurchase by the Borrower of its Equity Interests, such compliance
may be demonstrated on the next Borrowing Base Certificate delivered pursuant to Section 5.01(d).;
provided further, that, the Borrower may not make Restricted Payments pursuant to this Section 6.05(e) from the Amendment No. 3
Effective Date until the date on which the Borrower delivers to the Administrative Agent a Covid Relief Financial Officer’s
Certificate certifying that each of the Covid Relief Borrowing Base Condition and the condition that the Asset Coverage Ratio shall
be greater than 1.75 to 1 has been satisfied for each date in the three (3) consecutive month period ending on such date (or, if
such date is not the end of the month, the date of the month then most recently ended).


 


For the avoidance of
doubt, the Borrower shall not declare any dividend to the extent such declaration violates the provisions of the Investment Company
Act applicable to it.


 


Section 6.06.      
Certain Restrictions on Subsidiaries. The
Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to
enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits
or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of
Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments
or the sale, assignment, transfer or other disposition of property, except for any prohibitions or restraints contained in (i)
any Indebtedness permitted under Section 6.01(b) or (c), (ii) any Indebtedness permitted under Section 6.01(e)
secured by a Lien permitted under Section 6.02(f) provided that such prohibitions and restraints are applicable by their
terms only to the assets that are subject to such Lien and (iii) any Indebtedness permitted under Section 6.01(f) or (g)
secured by a Permitted Lien provided that such prohibitions and restraints are applicable by their terms only to the assets that
are subject to such Lien.


 






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Section 6.07.       
Certain Financial Covenants.


 


(a)              Minimum Total Net Assets. The Borrower will not permit Total Net Assets at the last day of any fiscal quarter of
the Borrower to be less than the sum of (x) $175,000,000150,000,000
plus (y) 65% of the aggregate net proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after
the Restatement Effective Date (other than the proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).


 


(b)              Asset
Coverage RatioRatios.
After the Restatement Effective Date, the Borrower will not permit the Asset Coverage Ratio and/or
the Modified Asset Coverage Ratio to be less than 1.50 to 1 at any time.,
provided that, if the Borrower elects to use the relief offered by Release No. 33837 for the purposes of any public reporting
of its financial performance, then, with respect to the period from the Amendment No. 3 Effective Date to the earlier of (x) the
date Release No. 33837 is no longer in effect with respect to the Borrower and (y) December 31, 2020, the Asset Coverage Ratio
shall not be less than 1.35 to 1 at any time.


 


(c)              Senior
Coverage Ratio. After the Restatement Effective Date, the Borrower will not permit the Senior Coverage Ratio to be less than
2.00 to 1 at any time.


 


(d)              Liquidity
Test. After the Restatement Effective Date, the Borrower will not permit the aggregate Value of the Eligible
Portfolio Investments that can be converted to Cash in fewer than 10 Business Days without more than a 5% change in price to be
less than 10% of the Covered Debt Amount for more than 30 Business Days during any period when the Adjusted Covered Debt Balance
is greater than 90% of the Adjusted Borrowing Base.[Reserved].


 


(e)              Obligors’ Net Worth Test. After the Restatement Effective Date, the Borrower will not permit the Obligors’
Net Worth at the last day of any fiscal quarter to be less than an amount equal to $125,000,000110,000,000.


 


Section 6.08.       
Transactions with Affiliates. (a) The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any transactions with any of its Affiliates, even if otherwise
permitted under this Agreement, except (i) transactions in the ordinary course of business at prices and on terms and conditions
not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction between an Obligor and a non-Obligor Subsidiary,
not less favorable to such Obligor) than could be obtained at the time on an arm’s-length basis from unrelated third parties,
(ii) transactions between or among the Obligors not involving any other Affiliate, (iii) transactions between or among the Obligors
and any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment
Company Act) company of an Obligor at prices and on terms and conditions not less favorable to the Obligors than could be obtained
at the time on an arm’s-length basis from unrelated third parties, (iv) Restricted Payments permitted by Section 6.05,
(v) the transactions provided in the Affiliate Agreements as the same may be amended in accordance with Section 6.11(b)
or (vi) existing transactions with Affiliates existing
on the Amendment No. 3 Effective Date as set forth in Schedule 6.08.


 






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(b)              The
Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with any issuer of an Affiliate
Investment (including any Investment that becomes an Affiliate Investment as a result of such transaction or any modification,
supplement or waiver to an existing Affiliate Investment), even if otherwise permitted under this Agreement, except transactions
in the ordinary course of business that are either (i) on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained at the time on an arm's-lengtharm’s-length
basis from unrelated third parties or (ii) in the nature of an amendment, supplement or modification to any such Affiliate Investment
on terms and conditions that are similar to those obtained by debt or equity investors in similar types of investments in which
such investors do not have the controlling equity interest, in each case, as reasonably determined in good faith by the Borrower.


 


Section 6.09.        
Lines of Business. The Borrower will not,
nor will it permit any of its Subsidiaries to, engage in any business other than in accordance with its Investment Policies.


 


Section 6.10.         No Further Negative Pledge. The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any agreement, instrument, deed or lease which prohibits or
limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues,
whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for
another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents
creating Liens permitted by Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c) customary
restrictions contained in leases not subject to a waiver; and (d) any other agreement that does not restrict in any manner (directly
or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require
the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on
or pledge of property of any Obligor to secure the Loans or any Hedging Agreement.


 


Section 6.11.       
Modifications of Certain Documents. The
Borrower will not, and will not permit any of its Subsidiaries to:


 


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


 


(b)               consent to any modification, supplement or waiver of any of the Affiliate Agreements, unless such
modification, supplement or waiver is not less favorable to the Borrower than could be obtained on an arm’s-length
basis from unrelated third parties;


 


(c)               consent to any modification, supplement or waiver of any Constituent Document of the Borrower
or any of its Subsidiaries to the extent such modification, supplement or waiver would be materially adverse to the Agent or
any of the Lenders; or


 


(d)               enter into or maintain any advisory or investment management agreement other than the Affiliate Agreements.


 


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


 


Section 6.12.       
Payments of Indebtedness. The Borrower
will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to,
purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund
for the purchase, redemption, retirement or other acquisition of or make any voluntary or
involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured
Longer-Term Indebtedness, any Unsecured Longer-Term Indebtedness
or the 2023 Notes (other than, so long as no Default has occurred and
is continuing or would result therefrom, (i) the refinancing of any
Secured Longer-Term Indebtedness, any Unsecured Longer-Term Indebtedness or the 2023 Notes with the Net Cash Proceeds of any Indebtedness
permitted under Section 6.01(b)(ii) and (c) and (ii) with the Net Cash Proceeds of any issuance of Equity Interests after
the Amendment No. 3 Effective Date so long as such Net Cash Proceeds are promptly used to purchase any such Secured
Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or the 2023 Notes with Indebtedness
permitted under Section 6.01(b) and (c)at a discount
to the applicable par value of the applicable Indebtedness, in each case under the foregoing clauses (i) and (ii), solely to the
extent not required to be used to prepay Loans and such refinanced or purchased debt is immediately discharged, extinguished or
terminated), except for (a) regularly scheduled payments of interest in respect thereof required pursuant to the
instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in
connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted Equity Interests under
convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and
(y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering
and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term
Indebtedness required to comply with requirements of Section 2.08(c).


 






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Section 6.13.         Modification
of Investment Policies. Other than with respect
to Permitted Policy Amendments, the Borrower will not amend, supplement, waive or otherwise modify in any material respect the
Investment Policies as in effect on the Restatement Effective Date.


 


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


 


Section 6.15.         Derivative
Transactions. The Borrower will not, nor will it
permit any of its Subsidiaries (other than Financing Subsidiaries) to, enter
into any derivative, swap or other similar transactions or agreements, except for Hedging Agreements to the extent permitted pursuant
to Sections 6.01(e) and 6.04(c).


 


Section 6.16.       
Convertible Indebtedness. The Borrower
will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness that is convertible
into Equity Interests other than Permitted Equity Interests.


 


Section 6.17.       
Financing Subsidiaries and Restricted Investments.
The Borrower will not, nor will it permit any of its Subsidiaries to, create any new Financing Subsidiaries, CFCs, Transparent
Subsidiaries or Restricted Investments for the period (the “Financing Subsidiary Limitation Period”) from and after
the Amendment No 3. Effective Date until the date on which the Borrower delivers to the Administrative Agent a Covid Relief Financial
Officer’s Certificate certifying that each of the Covid Relief Borrowing Base Condition and the condition that the Asset
Coverage Ratio shall be greater than 1.70 to 1 has been satisfied for each date in the two (2) consecutive month period ending
on such date (or, if such date is not the end of the month, the date of the month then most recently ended).


 


Article VII


 


EVENTS
OF DEFAULT


 


Section 7.01.        
Events of Default. If any of the following
events (“Events of Default”) shall occur and be continuing:


 


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


 


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


 






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(c)              
any representation or warranty made or deemed made by or on behalf of any Obligor or any of its or their 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 (except that such materiality qualifier shall not be applicable to any representation or warranty already qualified
by materiality or Material Adverse Effect);


 


(d)              
the Borrower or any of its Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained
in


 


(i)               
Section 5.01(d), Section 5.01(e), Section
5.02(a), Section 5.03 (with respect to the Borrower’s and its Subsidiaries’ existence only, and not
with respect to the Borrower’s and its Subsidiaries’ rights, licenses, permits, privileges or franchises), Sections 5.08(a)
or (b), Section 5.09, Section 5.10, Section 5.12(c) or in Article VI;


 


(ii)             
Section 7 of the Guarantee and Security Agreement solely to the extent such covenant, condition or agreement
is not also contained in this Agreement (and if also contained in this Agreement, such covenant, condition or agreement shall be
subject to the relevant provision (including any cure or grace period with respect thereto) in this Section 7.01 applicable
thereto and not this clause (ii)); or


 


(iii)            
Section 5.01(f) or Sections 5.02(b), (c) or (d) and, in the case of this clause (iii),
such failure shall continue unremedied for a period of five or more days after the Borrower has knowledge of such failure;


 


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


 


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


 


(g)              any
event or condition occurs that (i) results in all or any portion of any Material Indebtedness becoming due prior to its scheduled
maturity, or (ii) that enables or permits (with or without the giving of notice, the lapse of time or both) 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, unless, in the
case of this clause (ii), such event or condition is no longer continuing or has been waived in accordance with the terms of such
Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled
or permitted to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (1) secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible
debt that becomes due as a result of a contingent mandatory conversion or redemption event provided such conversion or redemption
is effectuated only in capital stock that is not Disqualified Equity Interests.


 






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(h)              an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any of its Subsidiaries or itsany
of their respective debts, or of a substantial part of itsany
of their respective 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 or for a substantial part of itsany
of their respective assets, and, in any such case, such proceeding or petition shall continue undismissed and unstayed
for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;


 


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


 


(j)                the
Borrower or any of its Subsidiaries shall become unable, admit in writing its inability or fail generally to pay itsany
of their respective debts as they become due;


 


(k)              
(x) there is rendered against the Borrower or any of its Subsidiaries or any combination thereof (i) one or more judgments
or orders for the payment of money in an aggregate amount (as to all such judgments and orders) in excess of $5,000,000 (to the
extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does
not dispute coverage) or (ii) any one or more non-monetary judgments that, individually or in the aggregate, has resulted in or
could reasonably be expected to result in a Material Adverse Effect and, in either case, (1) enforcement proceedings, actions or
collection efforts are commenced by any creditor upon such judgment or order, or (2) there is a period of thirty (30) consecutive
days during which such judgment is undischarged or a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect or (y) 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 to enforce any such judgment;


 






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(l)               
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,500,000; and


 


(m)              a Change in Control shall occur;


 


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


 


(o)               the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments held by Obligors having
an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments held by Obligors, not be, valid and perfected
(to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor
of the Collateral Agent (or any Obligor or any Affiliate of an Obligor shall so assert in writing), free and clear of all other
Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents), except to the extent that
any such loss of perfection results from the failure of the Collateral Agent to maintain possession of certificates representing
securities pledged under the Guarantee and Security Agreement; provided that if such default is as a result of any action
of the Administrative Agent or Collateral Agent or a failure of the Administrative Agent or Collateral Agent to take any action
within its control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied
for a period of ten (10) consecutive Business Days after the earlier of (i) the Borrower becoming aware of such default and (ii)
the Borrower’s receipt of written notice of such default thereof from the Administrative Agent, unless, in each case, the
continuance thereof is a result of a failure of the Collateral Agent or Administrative Agent to take an action within their control
(and the Borrower has requested that the Collateral Agent or Administrative Agent take such action);


 


(p)             
except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated
or cease to be in full force and effect in any material respect, or the enforceability thereof shall be contested by any Obligor,
or declared ineffective, illegal or inoperative in any material respect or in any way whatsoever cease to give or provide the respective
material rights, titles, interest remedies, powers or privileges intended to be created thereby, or there shall be any actual invalidity
of any guaranty thereunder or any Obligor or any Affiliate of an Obligor shall so assert in writing; or


 


(q)               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.


 






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then, and in every such event (other than
an event described in clause (h), (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 any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately; (ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations
of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event described
in clause (h), (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 and (iii) without notice of default or demand, pursue
and enforce any of the Administrative Agent’s or the Lender’s rights and remedies under the Loan Document, or as otherwise
provided under or pursuant to any applicable law or agreement.


 


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


 


As a result of the
CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document
in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages
(to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date,
including by way of set-off, in respect of a Designated Obligation shall be paid over to the Administrative Agent for distribution
to the Lenders in accordance herewith.


 






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Article VIII


 


THE
ADMINISTRATIVE AGENT


 


Section 8.01.       
Appointment. 


 


(a)              
Appointment of the Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent
as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.


 


(b)             
Appointment of the Collateral Agent. The Collateral Agent is hereby confirmed and reaffirmed as having been appointed
as the collateral agent hereunder and under the other Loan Documents and in such capacity has been and is authorized to have all
the rights and benefits hereunder and thereunder (including Section 9 of the Guarantee and Security Agreement), and to take
such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. In addition to the rights, privileges and immunities
in the Guarantee and Security Agreement, the Collateral Agent has been and shall be entitled to all rights, privileges, immunities,
exculpations and indemnities of the Administrative Agent for such purpose and each reference to the Administrative Agent in this
Article VIII shall be deemed to include the Collateral Agent.


 


Section 8.02.       
Capacity as Lender. The Person serving
as an Agent hereunder and under any other Loan Document 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 an Agent, and such Person and its Affiliates may (without having to
account therefor to any other Lender) accept deposits from, lend money to, make investments in and generally engage in any kind
of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder, and such Person
and its Affiliates may accept fees and other consideration from the Borrower or any Subsidiary or other Affiliate thereof for services
in connection with this Agreement or otherwise without having to account for the same to the other Lenders.


 


Section 8.03.       
Limitation of Duties; Exculpation. No Agent
shall 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) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any
discretionary powers, except, solely in the case of the Administrative Agent, discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that the Administrative Agent is required to exercise upon receipt of and pursuant to specific
instruction in writing to do so delivered by the Required Lenders (or such other number or percentage of Lenders as is expressly
provided for herein or in the other Loan Documents); provided that the Administrative Agent is not required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any
Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay
under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in
violation of any Debtor Relief Law, and (c) except as expressly set forth herein and in the other Loan Documents, no Agent
shall have any duty to disclose, nor shall any Agent 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 Person serving as an Agent or any of its Affiliates in any
capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be
necessary, including under the circumstances as provided in Section 9.02 or Article VIII of this Agreement) or in
the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable
judgment. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent
by the Borrower or a Lender, and no Agent shall 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, (v) the creation, perfection or priority of any Lien purported to be created by the Loan Documents or the value
or the sufficiency of any Collateral or (vi) 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 such Agent.


 






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Section 8.04.       
Reliance. Each 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 or on behalf of the proper Person. Each Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by or on behalf of the proper Person or Persons, and shall not
incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by
its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent has received notice to the contrary from such Lender prior to the making of such
Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


 


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


 



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


 


Section 8.07.       
Reliance by Lenders. Each Lender acknowledges
that it has, independently and without reliance upon any 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 any Agent or any other Lender and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


Section 8.08.      
Modifications to Loan Documents. Except
as otherwise provided in Section 9.02(b) or 9.02(c) with respect to this Agreement, the Administrative
Agent may, with the prior consent of the Required Lenders (or such other number or percentage of Lenders as is expressly provided
for herein or in the other Loan Documents) (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, no Agent shall (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 each 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 (or such other number or percentage
of Lenders as is expressly provided for herein or in the other Loan Documents) have consented.


 






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Section 8.09.       
[Reserved].


 


Section 8.10.       
Certain ERISA Matters.


 


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


 


(i)       
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments or this Agreement,


 


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


 


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


 






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


 


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


 


For purposes of this Section 8.10,
the following definitions apply to each of the capitalized terms below:


 


“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”.


 


“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.


 


Section 8.11.       
AgentsArranger
and Bookrunner(a).
The Arranger and
the Bookrunner shall not have obligations or duties
whatsoever in such capacitycapacities
under this Agreement or any other Loan Document and
shall incur no liability hereunder or thereunder in such capacitycapacities,
but the
Arranger and the Bookrunner shall have the benefit of
the indemnities provided for hereunder.


 


Section 8.12.       
Collateral Matters. (a) Except with respect
to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof
of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantee of the Guaranteed Obligations (as defined in the Guarantee and Security Agreement), it being understood
and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent and/or
the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof.


 


(a)      
In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Hedging Agreement, the
obligations under which constitute Hedging Agreement Obligations, will create (or be deemed to create) in favor of any Secured
Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of
any Obligor under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such
arrangement in respect of Hedging Agreements shall be deemed to have appointed the Administrative Agent and Collateral Agent to
serve as administrative agent and collateral agent, respectively, under the Loan Documents and agreed to be bound by the Loan Documents
as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 






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(b)     
Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire
into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority
or perfection of the Administrative Agent’s or the Collateral Agent’s Lien thereon or any certificate prepared by any
Obligor in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders
or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


(c)     
Without limiting the provisions of Section 8.13, any Lien on any property granted to or held by the Administrative
Agent under any Loan Document shall be automatically released, and the Lenders irrevocably authorize the Administrative Agent to
take any action with respect to such release: (a) upon termination of the Commitments and payment in full of all Obligations
(other than contingent, unasserted indemnification and
expense reimbursement obligations); (b) that is sold or otherwise disposed of or to be sold or otherwise disposed
of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document; or (c) subject
to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders (or such other number or percentage
of Lenders as is expressly provided for herein or in the other Loan Documents). Upon request by the Administrative Agent at any
time, the Required Lenders (or such other number or percentage of Lenders as is expressly provided for herein (including, without
limitation, Section 9.02) or in the other Loan Documents) will confirm in writing the Administrative Agent’s authority
to release its interest in particular types or items of property pursuant to this Section 8.11.


 


Section 8.13.       
Third Party Beneficiaries. The provisions
of this Article VIII are solely for the benefit of the Secured Parties, and no Obligor will have rights as a third party
beneficiary of any of such provisions.


 


Section 8.14.       
Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan
will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent has made any demand on the Borrower) will be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)       to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Secured Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured
Parties and their respective agents and counsel and all other amounts due the Secured Parties under Section 2.09 and otherwise
hereunder) allowed in such judicial proceeding; and


 






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(b)       to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent consents to the making
of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent hereunder.


 


Nothing contained herein
is deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 8.15.       
Credit Bidding. The Secured Parties hereby
irrevocably authorize the Collateral Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured
Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant
to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including
under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which an Obligor is
subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or
at the direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection
with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be,
credit bid by the Collateral Agent at the direction of the Required Lenders on a ratable basis (with Secured Obligations with respect
to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon
the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition
vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Collateral Agent
shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle
or vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be
deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such
sale, (iii) the Collateral Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle
or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including
any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents
shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or
the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination
of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of
this Agreement), (iv) the Collateral Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue
to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether
as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments
issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action,
and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for
any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition
vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations
shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Secured Obligations and
the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that
the ratable portion of the Secured Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles
as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured
Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition
vehicle) as the Collateral Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation
or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 






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Article IX


 


MISCELLANEOUS


 


Section 9.01.       
Notices; Electronic Communications.


 


(a)      
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone,
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or to the extent permitted by Section 9.01(b) or otherwise
herein, e-mail, as follows:


 


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


 


	Monroe Capital Corporation
	311 South Wacker Drive, Suite 6400
	Chicago, Illinois 60606
	Attention: Aaron D. Peck
	Telephone: (312) 523-2363
	Fax: (312) 258-8350
	E-mail: apeck@monroecap.com



 






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	With a copy to:
	 
	Monroe Capital BDC Advisors, LLC
	311 South Wacker Drive, Suite 6400
	Chicago, Illinois 60606
	Attention: Aaron D. Peck
	Telephone: (312) 523-2363
	Fax: (312) 258-8350
	E-mail: apeck@monroecap.com
	 
	With a copy to:
	 
	Monroe Capital, LLC
	311 South Wacker Drive, Suite 6400
	Chicago, Illinois 60606
	Attention: Aaron D. Peck
	Telephone: (312) 523-2363
	Fax: (312) 258-8350
	E-mail: apeck@monroecap.com
	 
	With a copy to:
	 
	Nelson Mullins Riley & Scarborough LLP
	101 Constitution Avenue, NW, Suite 900
	Washington, DC 20001
	Attention: Jonathan H. Talcott
	Telephone: (202) 689-2806
	Fax: (202) 689-2862
	E-mail: jon.talcott@nelsonmullins.com




 


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


 


	ING Capital LLC
	1133 Avenue of the Americas
	New York, New York 10036
	Attention:  Patrick Frisch
	Telephone Number: (646) 424-6912
	Telecopy Number: (646) 424-6919
	E-mail: Patrick.Frisch@ing.com



 






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	with a copy to:
	 
	Dechert LLP
	1095 Avenue of the Americas
	New York, New York 10036
	Attention: Jay R. Alicandri, Esq.
	Telephone Number: (212) 698-3500
	Telecopy Number: (212) 698-3599
	E-mail: Jay.Alicandri@dechert.com
	 




 


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


 


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


 


(b)          
Electronic Communications. Notices and other communications to the Lenders 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 pursuant to Section 2.03 if such Lender
has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited
to particular notices or communications.


 


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


 


(c)           
Posting of Communications.


 


(i)            
For so long as a DebtdomainTM or an
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 Section 5.01 by delivering either an electronic copy or a notice identifying
the website where such information is located for posting by the Administrative Agent on DebtdomainTM or such equivalent website
(and, at the request of the Administrative Agent, one hard copy thereof to the Administrative Agent); provided that the
Administrative Agent shall have no responsibility to maintain access to DebtdomainTM or an equivalent website.


 






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(ii)          
The Obligors agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to
the Lenders by posting the Communications on IntraLinksTM, DebtdomainTM, SyndTrak, ClearPar or any other electronic platform
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(iii)         
Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures
and policies implemented or modified by the Administrative Agent from time to time (including, as of the Restatement Effective
Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization
method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and each
of the Obligors acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure,
that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are
added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution.
Each of the Lenders and each Obligor hereby approves distribution of the Communications (as
defined below) through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(iv)         
THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. 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
APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE
AGENT, ANY LEAD ARRANGER,
ANY BOOKRUNNER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY
LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY OBLIGOR’S
OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM, EXCEPT
FOR DIRECT DAMAGES THAT A COURT OF COMPETENT JURISDICTION DETERMINES IN A FINAL AND NON-APPEALABLE JUDGMENT THAT THE ADMINISTRATIVE
AGENT ACTED WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE SELECTION OF SUCH SUB-AGENTS.


 






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“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Obligor pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent
or any Lender by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.


 


(v)          
Each Lender and Administrative Agent agrees that notice to it (as provided in the next sentence) specifying that Communications
have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender and
Administrative Agent for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (which
could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing
notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(vi)         
Each of the Lenders and the Obligors agree that the Administrative Agent may, but (except as may be required by applicable
law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(vii)       
Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 9.02.       
Waivers; Amendments.


 


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


 






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(b)              
Amendments to this Agreement. Neither this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided that, subject to Section 2.16(b), no such
agreement shall


 


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


 


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


 


(iii)           
postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees or other
amounts payable to a Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Commitment, without the written consent of each Lender directly affected thereby (other than any waiver of
the default rate of interest),


 


(iv)            
change Section 2.15(b), (c) or (d) (or other sections referred to therein to the extent relating
to pro rata payments) in a manner that would alter the pro rata reduction of commitments, sharing of payments, or making of disbursements,
required thereby without the written consent of each Lender directly affected thereby,


 


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


 


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


 


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


 


provided
further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent hereunder without
the prior written consent of such affected Agent, and (y) the consent of Lenders holding not less than two-thirds of the total
Revolving Credit Exposures and unused Commitments will be required for (A) any change adverse to the Lenders affecting the
provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii),
and (B) any release of any material portion of the Collateral other than for fair value or as otherwise permitted hereunder or
under the other Loan Documents. Anything in this Agreement to the contrary notwithstanding, 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 in the same manner shall be effective against the Lenders of such Class unless the Required
Lenders of such Class shall have concurred with such waiver, amendment or modification as provided above; provided, however,
for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required
for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document.


 






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For purposes of this
Section, the “scheduled date of payment” of any amount shall refer to the date of payment of such amount specified
in this Agreement, and shall not refer to a date or other event specified for the mandatory or optional prepayment of such amount.
In addition, whenever a waiver, amendment or modification requires the consent of a Lender “affected” thereby, such
waiver, amendment or modification shall, upon consent of such Lender, become effective as to such Lender whether or not it becomes
effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment or modification as provided
above.


 


(c)              
Amendments to Security Documents.  No Security Document nor any provision thereof may be waived, amended or
modified, except to the extent otherwise expressly contemplated by the Guarantee and Security Agreement or the Custodian Agreement,
as applicable, and the Liens granted under the Guarantee and Security Agreement may not be spread to secure any additional obligations
(including any increase in Loans hereunder, but excluding (i) any such increase pursuant to a Commitment Increase under Section 2.06(f) to
an amount not greater than the amount specified in Section 2.06(f)(i)(B)(x) and (ii) any Secured Longer-Term Indebtedness
permitted hereunder) except to the extent otherwise expressly contemplated by the Guarantee and Security Agreement and except
pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of
the Required Lenders; provided that, subject to Section 2.16(b), (i) without the written consent of the holders
of at least two-thirds of the total Revolving Credit Exposures and unused Commitments, no such waiver, amendment or modification
to the Guarantee and Security Agreement shall (A) release any Obligor representing more than 10% of the Total Net Assets of the
Borrower from its obligations under the Security Documents, (B) release any guarantor representing more than 10% of the Total Net
Assets of the Borrower under the Guarantee and Security Agreement from its guarantee obligations thereunder, or (C) amend the definition
of “Collateral” under the Security Documents (except to add additional collateral) and (ii) without the written
consent of each Lender, no such agreement shall (W) release all or substantially all of the Obligors from their respective obligations
under the Security Documents, (X) release all or substantially all of the collateral security or otherwise terminate all or substantially
all of the Liens under the Security Documents, (Y) release all or substantially all of the guarantors under the Guarantee and Security
Agreement from their guarantee obligations thereunder, or (Z) alter the relative priorities of the obligations entitled to the
Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with
the Loans and other obligations hereunder) with respect to the collateral security provided thereby; except that no such consent
described in clause (i) or (ii) above shall be required, and the Administrative Agent is hereby authorized (and so agrees with
the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property
(and to release any such guarantor) that is the subject of either a disposition of property permitted hereunder or a disposition
to which the Required Lenders (or such other number or percentage of Lenders as is expressly provided for herein or in the other
Loan Documents) have consented, or otherwise in accordance with Section 9.15.


 






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(d)              
Replacement of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent requiring
(i) the consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds
of the holders of the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders is obtained,
but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred
to herein as a “Non-Consenting Lender”), then the Borrower shall have the right, at its sole cost and expense,
to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.17(b) so
long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.


 


(e)              
Ambiguity, Omission, Mistake or Typographical Error. Notwithstanding the foregoing, if the Administrative Agent and
the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of
this Agreement or any other Loan Document that, without correction, would materially affect the intent of such provision, would
cause more credit to be available to the Borrower or would adversely affect the Lenders in any way; provided that any amendment
that would require the consents set forth in clauses (i) through (vi) of Section 9.02(b) or the proviso thereto
shall be material for purposes of this Section 9.02(e), then the Administrative Agent and the Borrower shall be permitted
to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and
such amendment shall become effective without any further action or consent of any other party to this Agreement; provided
that the Administrative Agent shall promptly provide each Lender with a copy of such amendment.


 


Section 9.03.       
Expenses; Indemnity; Damage Waiver.


 


(a)              
Costs and Expenses. The Borrower shall pay (i) all reasonable documented and out-of-pocket fees, costs and expenses
incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements
of up to one firm of outside counsel (plus any necessary special or local outside counsel in each jurisdiction where the nature
of the Collateral requires such additional counsel and, solely in the case of an actual or reasonably perceived conflict of interest,
one additional counsel in each applicable jurisdiction to the affected Persons) for the Administrative Agent and the Collateral
Agent collectively (other than the allocated costs of internal counsel), in connection with the syndication of the credit facilities
provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other
Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket fees, costs and expenses incurred by the Administrative
Agent, the Collateral Agent or any Lender, including the
reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent,
the Collateral Agent or any Lender, 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, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iii) and
all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.


 






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(b)              
Indemnification by the Borrower. The Borrower shall indemnify each Agent and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes
which shall only be indemnified by the Borrower to the extent provided in Section 2.14), including the reasonable and documented
fees, charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred
by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory and whether brought by the Borrower, any Indemnitee
or a third party and regardless of whether any Indemnitee is a party thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; 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
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.


 


The Borrower shall not
be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages
(other than in respect of any such damages incurred or paid by an Indemnitee to 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.


 


(c)              
Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to any
Agent under paragraph (a) or (b) of this Section (and without limiting its obligation to do so), each Lender severally
agrees to pay to such Agent, 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
such Agent in its capacity as such or against any Related Party of any of the foregoing acting for any Agent (or any sub-agent)
in connection with such capacity.


 






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(d)              
Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, no party to this Agreement shall
assert, and each hereby waives, any claim against any other party to this Agreement on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.
No party to this Agreement 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 Person, as determined by a final, non-appealable judgment of a court of competent
jurisdiction.


 


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


 


(f)               
No Fiduciary Relationship. Each Agent, each Lender and each of their respective 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 equityholders 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 the Lender, on the one hand, and the Borrower or any of its Subsidiaries, its equityholders
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) except as otherwise expressly provided in any of the Loan Documents,
no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower or any of its Subsidiaries, any of their
equityholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower
or any of its Subsidiaries, their equityholders or their affiliates on other matters) and (y) each Lender is acting hereunder solely
as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management, equityholders, creditors
or any other Person. The Borrower and each Obligor 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 Obligor each agree that it will not claim that any Lender
has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of its Subsidiaries,
in each case, in connection with such transactions contemplated hereby or the process leading thereto.


 


Section 9.04.       
Successors and Assigns.


 


(a)              
Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, 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 any of its
rights or obligations hereunder except in accordance with this Section (and any attempted assignment or transfer by any Lender
which is not in accordance with this Section shall be treated as provided in the last sentence of Section 9.04(b)(iii)).
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)              
Assignments by Lenders.


 


(i)                
Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one
or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned
or delayed) of:


 


(A)       the
Borrower, provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender,
or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days
after having received written notice thereof; and


 


(B)       the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender
to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent.


 


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


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of a Class, the amount of the Commitment or Loans of such Class of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


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


 






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(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially
the form of Exhibit A hereto, together with a processing and recordation fee of $3,500 (which fee shall not be payable
in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary
Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and


 


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


 


(iii)           
Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this
Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03 with respect to
facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise
expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender). Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of
this Section.


 


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


 


(d)              
Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 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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(e)              
Special Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting
Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the
option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that
(i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement,
make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting
Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC
shall be entitled to the benefits of Sections 2.12 (or any other increased costs protection provision), 2.13 or 2.14. Each
SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights
hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative
Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans
made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by the Granting Lender.


 


Each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtednessIndebtedness
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 ornor
of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the
consent of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same
manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.


 






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(f)               
Participations. Any Lender may sell participations to one or more banks or other entities (a “Participant”) in
all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all
or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this
Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to
paragraph (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12,
2.13 and 2.14 (subject to the requirements and limitations therein, including Sections 2.14(f) and (g)
(it being understood that the documentation required under Sections 2.14(f) and (g) shall be delivered to the participating
Lender)) 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 agrees to be subject to the provisions of Section 2.17 as if it were an assignee
under paragraph (b) of this Section 9.04. Each Lender that sells a participation agrees, at the Borrower’s request
and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with
respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(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 (each a “Participant
Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in each 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 the Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(g)              
Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12
or 2.13 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 2.14 unless such Participant
agrees to comply with Section 2.14(f) as though it were a Lender (it being understood that that the documentation required
under Section 2.14(f) shall be delivered to the participating Lender).


 






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


 


(i)                
No Assignments or Participations to the Borrower or Affiliates or Certain Other Persons. Anything in this Section to
the contrary notwithstanding, no Lender may (i) assign or participate any interest in any Commitment or Loan held by it hereunder
to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender, or (ii) assign any interest
in any Commitment or Loan held by it hereunder to a natural person (or a holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of, a natural person) or to any Person known by such Lender at the time of such assignment
to be a Defaulting Lender, a Subsidiary of a Defaulting Lender or a Person who, upon consummation of such assignment would be a
Defaulting Lender.


 


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


 


Section 9.05.       
Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant
to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and
so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination
of this Agreement or any provision hereof.


 


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


 


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


 






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


 


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


 


Section 9.08.       Right
of Setoff. In addition to any rights and remedies
of the Agents and the Lenders provided by law, if an Event of Default shall have occurred and be continuing, each Agent, each
Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, without prior notice to
the Borrower or any other Obligor, any such notice being waived by the Borrower (on its own behalf, on behalf of its Subsidiaries
and on behalf of each Obligor) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate
to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor now or hereafter existing
under this Agreement or under any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured,
or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit
or obligated on such Indebtedness; provided that such Lender shall not exercise any right of setoff given in this Section
9.08 without obtaining the prior written consent of the Administrative Agent. The rights of each Lender and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have; provided that in the event any Defaulting Lender exercises any such right of
setoff, (a) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.15 and, pending such payment, will be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender will
provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such set-off and application made by such Lender; provided that the failure
to give such notice shall not affect the validity of such set-off and application.


 






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Section 9.09.       Governing
Law; Jurisdiction; Etc.


 


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


 


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


 


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


 


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


 


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


 






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Section 9.11.       Judgment
Currency. This is an international loan transaction
in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”)
and payment in New York City or the country of the Specified Currency (the “Specified Place”) is of the
essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified
Currency. Subject to Section 2.15(a), the payment obligations of the Borrower under this Agreement shall not be discharged or
satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent
that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures
does not yield the amount of the Specified Currency in the Specified Place due hereunder. If for the purpose of obtaining judgment
in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Other
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 Other 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 Other 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 Other Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding
any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified
Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder
exceeds the amount of the Specified Currency so purchased and transferred.


 


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


 


Section 9.13.       Treatment
of Certain Information; Confidentiality.


 


(a)         Treatment
of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other
services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by
any Agent or Lender or by one or more subsidiaries or affiliates of such Agent or Lender and the Borrower hereby authorizes each
Agent and Lender to share any information delivered to such Agent or Lender by the Borrower or its Subsidiaries pursuant to this
Agreement, or in connection with the decision of such Agent or 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 an Agent or Lender (as applicable) hereunder. Such authorization shall
survive the repayment of the Loan, the expiration or termination of the Commitments or the termination of this Agreement or any
provision hereof. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph,
the “Lender”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries
and/or their Affiliates.


 






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(b)         Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and consultants
and to its and its Affiliates’ and consultants’
respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over
it or its Affiliates (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any
of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to
any swap or,
derivative or securitization transaction relating to the
Borrower and its obligations, or (iii) any insurer, (g) with the consent of the Borrower, (h) on a confidential basis to
(i) any insurer, (ii) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans and (iii)
the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to
the Loans, (i) 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 or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower or (j) in connection with the Lenders’ right to grant a security
interest pursuant to Section 9.04(h) to the Federal Reserve Bank or any other central bank, or subject to an agreement
containing provisions substantially the same as those of this Section, to any other pledgee or assignee pursuant to Section
9.04(h).


 


For purposes of this Section, “Information”
means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries
or any of their respective businesses (including, without limitation, any Portfolio Investments), other than any such information
that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any
of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after
the Original Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 






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Section 9.14.       USA PATRIOT Act. Each Lender hereby notifies
the Obligors that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information
that identifies each Obligor, which information includes the name and address of each Obligor and other information that will allow
such Lender to identify such Obligor in accordance with said Act. The Obligors shall, promptly following a request by the Administrative
Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order
to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA PATRIOT Act and the Beneficial Ownership Regulation (including
delivery to such Lender of a Beneficial Ownership Certification).


 


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


 


Section 9.16.       Amendment
and Restatement. 


 


(a)        On
the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement,
and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by
the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the
Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date
and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the
Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained
in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any
 “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement
Effective Date.


 


(b)        It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so
as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents
and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured
by Liens evidenced under the Security Documents, and that this Agreement does not in any way constitute a novation or termination
of the Indebtedness, obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any
portion of such obligations and liabilities.


 






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(c)         The
terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this
Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Credit Agreement.


 


(d)         On
and after the Restatement Effective Date, (i) all references to the Existing Credit Agreement in the Loan Documents (other than
this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references
to any Article, Section or sub-clause of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall
be deemed to be references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides,
on or after the Restatement Effective Date, all references to this Agreement herein (including for purposes of indemnification
and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby.


 


(e)         This
amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or
not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents
remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.


 


Section 9.17.       Acknowledgment
and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEAAffected
Financial Institution arising under
any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an
EEAthe
applicable Resolution Authority and
agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 






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Section 9.18.       Interest
Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Administrative Agent
or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower. In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts
the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


Section 9.19.       Release. The Borrower hereby acknowledges
and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the
Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or
agents) under this Agreement and the other Loan Documents (and each other document entered into in connection therewith), and (b)
the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner
all of its obligations to the Obligors and their Affiliates under this Agreement and the other Loan Documents (and each other document
entered into in connection therewith) that are required to have been performed on or prior to the Transactions on the date hereof.
Accordingly, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration,
the Borrower (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively,
the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the
Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees,
attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations,
damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether
known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity,
under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against
any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Transactions
on the date hereof directly arising out of, connected with or related to this Agreement or any other Loan Document (or any other
document entered into in connection therewith).


 


Section 9.20.       Acknowledgment Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging
Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):


 






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


 


(b)         As used in this Section 9.20, the following terms have the following meanings:


 


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


 


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


 


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


 


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


 


(z) 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).


 


[Signature pages follow]


 






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


 


 


	 	MONROE CAPITAL
    CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


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


 






     


     


    

 


	 	ING CAPITAL
    LLC, as Administrative Agent and a Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


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


 






     


     


    

 


Schedule 1.01(a)


 


Approved Dealers and
Approved Pricing Services


 


	APPROVED DEALERS
	Ally Financial
	American Capital Corporation
	Antares Capital, LP
	Apollo Global Management, LLC and Affiliates
	Ares Capital Corporation
	Babson Capital
	Banc of America Securities LLC
	Bank of Ireland
	Bank of Montreal
	Bank of New York
	Bank of Nova Scotia
	Barclays Capital Inc.
	BNP Paribas Securities Corp.
	BofA Distributors, Inc.
	Cantor Fitzgerald & Co.
	CapitalSource Finance
	CIT Group
	Citicorp Securities Services, Inc.
	Citigroup Global Markets Inc.
	Citizens
	City National Bank
	Comerica
	Credit Suisse Securities (USA) LLC
	Daiwa Capital Markets America Inc.
	Deutsche Bank Securities Inc.
	FBR Capital Markets
	Fidelity Brokerage Services LLC
	Fifth Third Bank
	GE Capital
	Gleacher and Company
	Goldman, Sachs & Co.
	Golub Capital
	GSO
	Guggenheim Securities
	HSBC Securities (USA) Inc.
	Imperial Capital
	ING Financial Markets LLC
	J.P. Morgan Securities Inc.
	Jeffries & Company, Inc.
	KeyBanc Capital Markets
	KKR
	Macquarie Securities




 






     


     


    

 


	Madison Capital Funding
	Merrill Lynch Government Securities Inc.
	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Midcap Financials
	Mizuho Securities USA Inc.
	Morgan Stanley & Co. Incorporated
	Morgan Stanley Smith Barney
	Natixis
	Nomura Securities International, Inc.
	NXT Capital Corporation
	PNC
	Prudential
	RBC Capital Markets
	RBS Securities Inc.
	Regions Bank
	Sankaty Advisors
	Santander
	Scotia Capital
	Seaport Capital
	Societe Generale
	Sumitomo
	SunTrust
	CIBC Bank USA (f/k/a The PrivateBank and Trust Company)
	Toronto-Dominion Bank
	UBS Financial Services Inc.
	UBS Securities LLC
	US Bank
	Wells Fargo Advisors, LLC
	Wells Fargo Investments, LLC
	Wells Fargo Securities, LLC
	 
	APPROVED PRICING SERVICES
	Bloomberg
	FT Interactive Data Corporation
	Loan Pricing Corporation
	Markit Group Limited




 






     


     


    

 


Schedule
1.01(b)


 


Dollar
Commitments


 
	Lender	 	Commitment
    Amount	 
	TIAA, FSB as successor in interest to certain assets of EverBank Commercial Finance, Inc.	 	$	30,000,000	 
	Customers Bank	 	$	20,000,000	 
	CIBC Bank USA (f/k/a The PrivateBank and Trust Company)	 	$	35,000,000	 
	Wintrust Bank	 	$	15,000,000	 
	AloStar Bank of Commerce	 	$	10,000,000	 


 


Multicurrency
Commitments


 


	Lender	 	Commitment
    Amount	 
	ING Capital LLC	 	$	75,000,000	 
	The Huntington National Bank	 	$	50,000,000	 
	City National Bank	 	$	20,000,000	 




 






     


     


    

 


Schedule
1.01(c)


 


Risk
Factors


 


[INTENTIONALLY OMITTED]


 






     


     


    

 


Schedule
1.01(d)


 


Eligibility
Criteria


 


A Portfolio Investment shall not be an
Eligible Portfolio Investment on any date of determination unless it meets all of the following criteria:


 


		1)	If an Investment in Indebtedness, (a) all documentation evidencing or otherwise relating to such
Portfolio Investment has been duly authorized and executed, is in full force and effect and is the legal, binding and enforceable
obligation of the parties thereto; (b) the Custodian shall have received and credited to the Custodian Account pursuant to the
terms of the Custodian Agreement an original or a copy of any transfer document or instrument relating to such Indebtedness, which,
in the case of a transfer document, evidences the assignment of such Indebtedness from the prior third party owner thereof directly
to the Obligor (together with the consent of each party required under the applicable loan documentation); and (c) the Custodian
shall have received originals or copies of each of the following, to the extent applicable (and, in the case of any syndicated,
club or multi-lender transaction, to the extent originals or copies of such loan documentation have been distributed to other lenders;
provided that the Borrower shall have used commercially reasonable efforts to obtain such documents): any related loan agreement,
credit agreement, note purchase agreement, security agreement (if separate from any mortgage), acquisition agreement pursuant to
which such Investment was acquired, subordination agreement, intercreditor or similar instruments, guarantee, assumption or substitution
agreement or similar material operative document, in each case together with any amendment or modification thereto;



 


		2)	[Reserved];



 


		3)	Such Portfolio Investment, whether originated directly or purchased, was underwritten and closed
or acquired in all material respects in accordance with the Investment Policies;



 


		4)	If the issuer of such Portfolio Investment is a “Debtor” (as defined in the definition
of “DIP Loan”) and such Portfolio Investment is a Bank Loan, such Portfolio Investment meets the other criteria set
forth in the definition of DIP Loan;



 


		5)	Such Portfolio Investment is Transferable (as defined below);



 


		6)	Such Portfolio Investment (other than an ABL Transaction) has been assigned a Risk Factor Rating
(which Risk Factor Rating shall be updated at least once every six monthsfiscal
quarter with Portfolio Company Data that is not more than six monthsone
full fiscal quarter old) and the corresponding Risk Factor is not greater than 6500;



 


		7)	Such Portfolio Investment is not a Defaulted Obligation or a Restructured Investment;



 


		8)	Other than an LTV Transaction, any Portfolio Company of such Portfolio Investment satisfies at
least one of the following two conditions at all times: (i) a trailing 24-month EBITDA of at least $8,000,000 as calculated by
the Borrower in a commercially reasonable manner, or (ii) a loan (through the Borrower or Obligor’s exposure) to enterprise
value ratio of not more than 65%, where enterprise value shall be the value determined by the Approved Third-Party Appraiser in
its most recent valuation report provided in connection with such Portfolio Investment (except that, prior to the delivery of the
first valuation report of the Approved Third-Party Appraiser to be delivered after the Borrower’s acquisition of such Portfolio
Investment, if such Portfolio Investment is acquired by the Borrower in connection with or at the time of an applicable transaction
involving the equity of the related issuer, the enterprise value of such Portfolio Company may be imputed from such transaction
by the Borrower in a commercially reasonable manner);



 






     


     


    

 


		9)	Such Portfolio Investment does not represent an investment in any issuer in which Monroe Capital,
LLC, Monroe Capital Management LLC, Monroe Capital Management Advisors LLC, Monroe Capital Fund Advisors Inc., Monroe Capital Partners
Fund LP, any Obligor or any of their respective Affiliates, or any entities advised by any of the foregoing, holds any investment
other than an investment (a) that is in the same class as
such Portfolio Investment (and, in the case of multiple classes, such Investment shall represent a ratable strip of each class)
and, (b)
is (a) made in accordance with the requirements of an effective SEC exemptive
order allowing such co-investment or joint follow-on investment or (bc)
is made in compliance with the Massachusetts Mutual Life
Insurance Co., SEC No-Action Letter (pub. avail. June 7, 2000), and
other interpretive guidance issued by the SEC or the Investment Company Act;



 


		10)	Such Portfolio Investment does not represent an investment in any Financing Subsidiary, investment
fund, Structured Finance Obligation, or similar off balance sheet financing vehicle, or any joint venture or other Person that
is in the principal business of making debt or equity investments in other unaffiliated Persons (other than investments in LTV
Transactions);



 


		11)	(x) Such Portfolio Investment is owned by the Borrower or any Obligor, free and clear of any liens
and Collateral Agent holds a first priority, perfected security interest in the Portfolio Investment (subject to no other Lien
other than any Eligible Liens), (y) the Collateral Agent or the Custodian as bailee on behalf of the Collateral Agent is holding
all documents evidencing or otherwise relating to such Portfolio Investment (which may be copies, except as required in paragraph
(1)(x) above) and (z) the other steps to ensure that the Collateral Agent has “control” or other customary protection
of the relevant Portfolio Investment set forth in Section 5.08 and in the Guarantee and Security Agreement have been taken;



 


		12)	Such Portfolio Investment and related documents are in compliance, in all material respects, with
applicable laws, rules and regulations (including relating
to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy, OFAC and USA PATRIOT Act);



 


		13)	Such Portfolio Investment is denominated and payable only in Dollars or an Agreed Foreign Currency
and the issuer of such Portfolio Investment is organized under the laws of the United States or any state, commonwealth, province
or territory thereof (including the District of Columbia) or any Permitted Foreign Jurisdiction or any province thereof, is domiciled
in the United States or any Permitted Foreign Jurisdiction, and its principal operations and any property or other assets of the
issuer thereunder pledged as collateral are primarily located in the United States or a Permitted Foreign Jurisdiction and the
only place of payment of such loans is the United States or a Permitted Foreign Jurisdiction; provided, however, that no credit
shall be given to the Borrowing Base for any Portfolio Investment issued by a Permitted Foreign Issuer if any Obligor does not
qualify for zero withholding for loans made to such Permitted Foreign Issuer;



 






     


     


    

 


		14)	Such Portfolio Investment, if a debt investment, bears interest which is due and payable no less
frequently than semi-annually and provides for a fixed amount of principal payable on a scheduled payment date and or at maturity
and does not have a final maturity greater than 10 years;



 


		15)	Such Portfolio Investment includes a contractual provision requiring all payments to be made without
set off, defense or counterclaim, and does not include a contractual provision granting rights of rescission, set off, counterclaim
or defense in favor of the obligor in respect of such Portfolio Investment, and no material dispute has been asserted with respect
to such Portfolio Investment;



 


		16)	(x) Such Portfolio Investment (other than an LTV Transaction) is not (i) secured primarily by a
mortgage, deed of trust or similar lien on real estate, (ii) issued by a Person whose primary asset is real estate, or whose value
is otherwise primarily derived from real estate or (iii) secured primarily by a pledge of stock issued by a holding company that,
directly or indirectly through one or more subsidiaries, owns assets primarily comprised of real estate and, (y) if such Portfolio
Investment is an LTV Transaction and is (i) secured primarily by a mortgage, deed of trust or similar lien on real estate (a “Direct
Real Estate LTV Transaction”) or (ii) (a) secured primarily by a pledge of stock issued by a holding company that, directly
or indirectly through one or more subsidiaries, owns assets primarily comprised of real estate (it being the understanding that
with respect to any holding company whose value is primarily derived from real estate, an Obligor must have a pledge of all of
the Equity Interests of the operating company that is the fee owner of such real estate) or (b) issued by a Person whose primary
asset is real estate, or whose value is otherwise primarily derived from real estate (the LTV Transactions described in this subclause
(ii), each, an “Indirect Real Estate LTV Transaction” and, collectively, together with the Direct Real Estate LTV Transactions,
 “Real Estate LTV Transactions”), (1) the Borrower has received a Phase I Environmental Site Assessment (and, if such
Phase I Environmental Site Assessment recommends that testing or sampling be performed, a Phase II Environmental Site Assessment)
confirming that the underlying real estate has no currently recognized environmental conditions or documenting that any identified
recognized environmental conditions either would not have a material adverse effect on the condition, use and value of the property
or that no further action, including investigation or remediation, is required by applicable law and any regulatory authority with
jurisdiction with respect to such recognized environmental condition, (2) the Borrower has received an appraisal as of a recent
date on or prior to the date of its initial investment and (3) the loan to fair market value (determined pursuant to the most recent
appraisal) ratio of such Portfolio Investment does not exceed 80% as of the date of the Borrower’s initial investment;



 


		17)	Such Portfolio Investment does not represent a consumer obligation (including, without limitation,
a mortgage loan, auto loan, credit card loan or personal loan);



 






     


     


    

 


		18)	No payment in respect of such Portfolio Investment, if a debt investment, is subject to withholding
in respect to taxes of any nature, unless the issuer is required to make customary and market-based gross-up payments on an after
tax basis for the full amount of such tax;



 


		19)	Such Portfolio Investment is not a derivative instrument;



 


		20)	The issuer of such Portfolio Investment (or an agent on its behalf) is required to make payments
directly into an account of the Borrower or any Obligor over which the Collateral Agent has “control” and no other
person’s assets are commingled in such account;



 


		21)	No Person acting as administrative agent, collateral agent or in a similar capacity shall be an
Affiliate of the Borrower unless such person is an Obligor; and,



 


		22)	If such Portfolio Investment for which market quotations are not readily available is a Bank Loan
and the issuer of such Portfolio Investment has issued a Permitted Prior Working Capital Lien, the Borrower has delivered to the
Administrative Agent a written valuation report of an Approved Third-Party Appraiser determining the enterprise value of such issuer
to be used for purposes of the conditions outlined in clause (iii) of the definition of Permitted Prior Working Capital Lien (except
that, prior to the delivery of the first valuation report of the Approved Third-Party Appraiser to be delivered after the Borrower’s
acquisition of such Portfolio Investment, the enterprise value of such issuer of such Portfolio Investment may be calculated by
the Borrower in a commercially reasonable manner).



 


For purposes of paragraph (5)
above, “Transferable” means, in the case of any Portfolio Investment, both that:


 


(i)              the applicable Obligor may create a security interest in or pledge all of its rights under and interest in such Portfolio
Investment to secure its obligations under this Agreement or any other Loan Document, and that such pledge or security interest
may be enforced in any manner permitted under applicable law; and


 


(ii)            such
Portfolio Investment (and all documents related thereto) contains no provision that directly or indirectly restricts the assignment
of such Obligor’s, or any assignee of Obligor’s, rights under such Portfolio Investment (including any requirement
that any Obligor maintain a minimum ownership percentage of such Portfolio Investment); provided that, such Portfolio Investment
may contain the following restrictions on customary and market based terms: (a) restrictions pursuant to which assignments may
be subject to the consent of the obligor or Portfolio Company or agent under the Portfolio Investment so long as the applicable
provision also provides that such consent may not be unreasonably withheld, (b) restrictions on transfer to parties that are not
 ‘eligible assignees’ within the customary and market based meaning of the term, and (c) restrictions on transfer to
the applicable obligor or Portfolio Company under the Portfolio Investment or its equity holders or financial sponsor entities.


 






     


     


    

 


Schedule
1.01(e)


 


Industry
Classification Groups


 


		1)	Aerospace & Defense



		2)	Automotive



		3)	Banking



		4)	Beverage, Food, & Tobacco



		5)	Capital Equipment



		6)	Chemicals, Plastics, & Rubber



		7)	Construction & Building



		8)	Consumer Goods: Durable



		9)	Consumer Goods: Non-Durable



		10)	Containers, Packaging, & Glass



		11)	Energy: Electricity



		12)	Energy: Oil & Gas



		13)	Environmental Industries



		14)	FIRE: Finance



		15)	FIRE: Insurance



		16)	FIRE: Real Estate



		17)	Forest Products & Paper



		18)	Healthcare & Pharmaceuticals



		19)	High Tech Industries



		20)	Hotel, Gaming, & Leisure



		21)	Media: Advertising, Printing & Publishing



		22)	Media: Broadcasting & Subscription



		23)	Media: Diversified & Production



		24)	Metals & Mining



		25)	Retail



		26)	Services: Business



		27)	Services: Consumer



		28)	Sovereign & Public Finance



		29)	Telecommunications



		30)	Transportation: Cargo



		31)	Transportation: Consumer



		32)	Utilities: Electric



		33)	Utilities: Oil & Gas



		34)	Utilities: Water



		35)	Wholesale