EX-10.1





 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED 

SENIOR SECURED REVOLVING CREDIT AGREEMENT 

This AMENDMENT NO. 5 (this “Amendment”) dated as of April 14, 2020 is made with respect to the Second Amended and
Restated Senior Secured Revolving Credit Agreement, dated as of December 15, 2017 (as amended by that certain Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit Agreement and Third Amended and Restated
Guarantee, Pledge and Security Agreement, dated as of March 26, 2019, that certain Amendment No. 2 to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 24, 2019, that certain Amendment No. 3
to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of January 14, 2020, that certain Amendment No. 4 to Second Amended and Restated Senior Secured Credit Agreement, dated as of March 13, 2020, and as
further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THL Credit, Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto
and ING Capital LLC, as administrative agent (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; 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement; 

WHEREAS, 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 TO CREDIT AGREEMENT 
 Effective as of the Amendment No. 5 Effective Date (as defined below), and subject to the terms and
conditions set forth below, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:
stricken text or stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text or double-underline text) as set forth in the Credit Agreement attached hereto as Exhibit A. 












 SECTION II MISCELLANEOUS 

2.1. Conditions to Effectiveness of Amendment. 
 This
Amendment shall become effective as of the date (the “Amendment No. 5 Effective Date”) on which the Borrower and each Subsidiary Guarantor party hereto have satisfied each of the following conditions precedent (unless a
condition shall have been waived in accordance with Section 9.02 of the Credit Agreement): 
 (a) Executed Counterparts. The
Administrative Agent shall have received from each party hereto 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. 

(b) Fees and Expenses. The Borrower shall (x) have paid in full to the Administrative Agent, for the account of each Lender that
executes this Amendment, an amendment fee equal to 0.15% of the amount of such Lender’s Commitments under the Credit Agreement as of the date hereof and after giving effect to the commitment reduction described in clause (c) below and
(y) have paid in full all other fees and expenses related to this Amendment and the Credit Agreement owing, incurred and invoiced on or prior to the Amendment No. 5 Effective Date. 

(c) Commitment Reduction. The Administrative Agent shall have received an election from the Borrower to reduce the Commitments under the
Credit Agreement to $120,000,000 on or prior to April 14, 2020 in accordance with Section 2.07 of the Credit Agreement (as in effect immediately prior to the Amendment No. 5 Effective Date). The Administrative Agent hereby
acknowledges that it has received notice pursuant to such Section 2.07 within the time period required thereunder and that the Commitments are so reduced. 

(d) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent may reasonably
request in form and substance reasonably satisfactory to the Administrative Agent. 
 The contemporaneous exchange and release of executed
signature pages by each of the Persons contemplated to be a party hereto shall render this Amendment 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. 
 2.2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and each of the Lenders that, as of the Amendment No. 5 Effective Date and after giving effect to this Amendment: 

(a) This Amendment has been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantors, and
constitutes a legal, valid and binding obligation of the Borrower and the Subsidiary Guarantors 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). The
Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in 

  
 2 













 
accordance with its respective 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). 

(b) The representations and warranties set forth in Article III of the Credit Agreement as amended by this Amendment and the
representations and warranties in each other Loan Document 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. 5 Effective Date or as to any such representations and warranties that refer to a specific date, as of such specific date. 

(c) No Default or Event of Default has occurred or is continuing under the Credit Agreement. 

2.3. 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. 
 2.4. Payment of Expenses. The Borrower agrees to pay and reimburse, pursuant to Section 9.03 of the Credit Agreement, the
Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment. 
 2.5.
GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 2.6. 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. 
 2.7. Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09 and 9.12 of the Credit Agreement are hereby
incorporated by reference mutatis mutandis as if fully set forth herein. 

  
 3 













 2.8. 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, the Borrower or the Subsidiary Guarantors 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
herein of the Credit Agreement. 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 by this Amendment and each reference in any other Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document. 

2.9. Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, (i) each of the Borrower and the
Subsidiary Guarantors hereby to the extent applicable as of the Amendment No. 5 Effective Date consents to this Amendment and the transactions contemplated hereby and (ii) each of the Borrower and the Subsidiary Guarantors hereby to the
extent applicable as of the Amendment No. 5 Effective Date (x) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (y) confirms its guarantee (solely in the case of
the Subsidiary Guarantors) and affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security
Agreement), and (z) acknowledges and affirms that such guarantee and/or grant, as applicable, is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement). 

[Signature pages follow] 

  
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 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. 
  

			
	THL CREDIT, INC., as Borrower
		
	By:	 	 /s/ Terrence W. Olson

	Name: Terrence W. Olson
	Title:   Chief Financial Officer


  

  
 [Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement] 













 
			
	THL CREDIT HOLDINGS, INC., as Subsidiary Guarantor
		
	By:	 	 /s/ Terrence W. Olson

	Name: Terrence W. Olson
	Title:   Chief Financial Officer



  
 [Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement] 













 
			
	ING CAPITAL LLC, as Administrative Agent, Collateral Agent, Issuing Bank and a Lender
		
	By:	 	 /s/ Patrick Frisch

	Name: Patrick Frisch
	Title: Managing Director
		
	By:	 	 /s/ Dina Kook

	Name: Dina Kook
	Title: Director



  
 [Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement] 













 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Hema Kishnani

	Name: Hema Kishnani
	Title: Director



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	CIT BANK, N.A., as a Lender
		
	By:	 	 /s/ Robert L. Klein

	Name: Robert L. Klein
	Title: Director



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ William Wilson

	Name: William Wilson
	Title: Vice President



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	CITY NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Brandon L. Feitelson

	Name: Brandon L. Feitelson
	Title: Senior Vice President



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	CUSTOMERS BANK, as a Lender
		
	By:	 	 /s/ Lyle P. Cunningham

	Name: Lyle P. Cunningham
	Title: Executive Vice President



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	STATE STREET BANK AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ C. Andrew Piculell

	Name: C. Andrew Piculell
	Title: Managing Director



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	STIFEL BANK & TRUST, as a Lender
		
	By:	 	 /s/ Joseph L. Sooter, Jr,

	Name: Joseph L. Sooter, Jr,
	Title: Senior Vice President



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 
			
	TIAA, FSB, AS SUCCESSOR IN INTEREST TO CERTAIN ASSETS OF EVERBANK COMMERCIAL FINANCE, INC., as a Lender
		
	By:	 	 /s/ Joshua Kinsey

	Name: Joshua Kinsey
	Title: Vice President



  
 Amendment No. 5 to
Second Amended and Restated Revolving Credit Agreement 













 EXHIBIT A 












 CONFORMED
COPY 
  
  

 
 SECOND AMENDED AND RESTATED SENIOR
SECURED 
 REVOLVING CREDIT AGREEMENT 

dated as of 
 December 15,
2017 
 as amended by 
 Amendment
No. 1, dated as of March 26, 2019 
 Amendment No. 2, dated as of July 24, 2019 

Amendment No. 3, dated as of January 14, 2020
and 

Amendment No. 4, dated as of March 13,
2020, and 

Amendment
No. 5, dated as of April 14, 2020 
 among 

THL CREDIT, INC. 
 as Borrower 

The LENDERS Party Hereto 
 and

 ING CAPITAL LLC 
 as
Administrative Agent, 
 Arranger and Bookrunner 
  

 
  












 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	
	ARTICLE I	  

	
	DEFINITIONS	  

			
	SECTION 1.01.	 	Defined Terms	  	 	1	 
	SECTION 1.02.	 	Classification of Loans and Borrowings	  	 	43	 
	SECTION 1.03.	 	Terms Generally	  	 	43	 
	SECTION 1.04.	 	Accounting Terms; GAAP	  	 	43	 
	SECTION 1.05.	 	Currencies Generally	  	 	44	 
	SECTION 1.06.	 	Special Provisions Relating to Euro	  	 	45	 
	
	ARTICLE II	  

	
	THE CREDITS	  

			
	SECTION 2.01.	 	The Commitments	  	 	45	 
	SECTION 2.02.	 	Loans and Borrowings	  	 	46	 
	SECTION 2.03.	 	Requests for Borrowings	  	 	47	 
	SECTION 2.04.	 	Letters of Credit	  	 	48	 
	SECTION 2.05.	 	Funding of Borrowings	  	 	53	 
	SECTION 2.06.	 	Interest Elections	  	 	54	 
	SECTION 2.07.	 	Termination, Reduction or Increase of the Commitments	  	 	55	 
	SECTION 2.08.	 	Repayment of Loans; Evidence of Debt	  	 	58	 
	SECTION 2.09.	 	Prepayment of Loans	  	 	59	 
	SECTION 2.10.	 	Fees	  	 	64	 
	SECTION 2.11.	 	Interest	  	 	65	 
	SECTION 2.12.	 	Eurocurrency Borrowing Provisions	  	 	66	 
	SECTION 2.13.	 	Increased Costs	  	 	69	 
	SECTION 2.14.	 	Break Funding Payments	  	 	70	 
	SECTION 2.15.	 	Taxes	  	 	71	 
	SECTION 2.16.	 	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	  	 	74	 
	SECTION 2.17.	 	Defaulting Lenders	  	 	77	 
	SECTION 2.18.	 	Mitigation Obligations; Replacement of Lenders	  	 	79	 
	SECTION 2.19.	 	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	  	 	80	 
	
	ARTICLE III	  

	
	REPRESENTATIONS AND WARRANTIES	  

			
	SECTION 3.01.	 	Organization; Powers	  	 	80	 
	SECTION 3.02.	 	Authorization; Enforceability	  	 	81	 
	SECTION 3.03.	 	Governmental Approvals; No Conflicts	  	 	81	 
	SECTION 3.04.	 	Financial Condition; No Material Adverse Effect	  	 	81	 


  
 (i) 














							
	SECTION 3.05.	 	Litigation	  	 	82	 
	SECTION 3.06.	 	Compliance with Laws and Agreements	  	 	82	 
	SECTION 3.07.	 	Taxes	  	 	82	 
	SECTION 3.08.	 	ERISA	  	 	83	 
	SECTION 3.09.	 	Disclosure	  	 	83	 
	SECTION 3.10.	 	Investment Company Act; Margin Regulations.	  	 	83	 
	SECTION 3.11.	 	Material Agreements and Liens	  	 	84	 
	SECTION 3.12.	 	Subsidiaries and Investments	  	 	84	 
	SECTION 3.13.	 	Properties	  	 	85	 
	SECTION 3.14.	 	Solvency	  	 	85	 
	SECTION 3.15.	 	Affiliate Agreements	  	 	85	 
	SECTION 3.16.	 	Structured Subsidiaries	  	 	85	 
	SECTION 3.17.	 	Security Documents.	  	 	85	 
	SECTION 3.18.	 	Compliance with Sanctions.	  	 	86	 
	SECTION 3.19.	 	Anti-Money Laundering Program	  	 	86	 
	SECTION 3.20.	 	Foreign Corrupt Practices Act	  	 	86	 
	SECTION 3.01.	 	EEA Financial Institutions	  	 	86	 
	
	ARTICLE IV	  

	
	CONDITIONS	  

			
	SECTION 4.01.	 	Restatement Effective Date	  	 	87	 
	SECTION 4.02.	 	Each Credit Event	  	 	89	 
	
	ARTICLE V	  

	
	AFFIRMATIVE COVENANTS	  

			
	SECTION 5.01.	 	Financial Statements and Other Information	  	 	90	 
	SECTION 5.02.	 	Notices of Material Events	  	 	93	 
	SECTION 5.03.	 	Existence; Conduct of Business	  	 	93	 
	SECTION 5.04.	 	Payment of Obligations	  	 	94	 
	SECTION 5.05.	 	Maintenance of Properties; Insurance	  	 	94	 
	SECTION 5.06.	 	Books and Records; Inspection and Audit Rights	  	 	94	 
	SECTION 5.07.	 	Compliance with Laws and Agreements	  	 	95	 
	SECTION 5.08.	 	Certain Obligations Respecting Subsidiaries; Further Assurances	  	 	95	 
	SECTION 5.09.	 	Use of Proceeds	  	 	99	 
	SECTION 5.10.	 	Status of RIC and BDC	  	 	99	 
	SECTION 5.11.	 	Investment Policies	  	 	99	 
	SECTION 5.12.	 	Portfolio Valuation and Diversification, Etc.	  	 	100	 
	SECTION 5.13.	 	Calculation of Borrowing Base	  	 	106	 


  
 (ii) 














							
	
	ARTICLE VI	  

	
	NEGATIVE COVENANTS	  

	SECTION 6.01.	 	Indebtedness	  	 	117	 
	SECTION 6.02.	 	Liens	  	 	119	 
	SECTION 6.03.	 	Fundamental Changes	  	 	119	 
	SECTION 6.04.	 	Investments	  	 	121	 
	SECTION 6.05.	 	Restricted Payments	  	 	122	 
	SECTION 6.06.	 	Certain Restrictions on Subsidiaries	  	 	124	 
	SECTION 6.07.	 	Certain Financial Covenants	  	 	125	 
	SECTION 6.08.	 	Transactions with Affiliates	  	 	125	 
	SECTION 6.09.	 	Lines of Business	  	 	126	 
	SECTION 6.10.	 	No Further Negative Pledge	  	 	126	 
	SECTION 6.11.	 	Modifications of Indebtedness and Affiliate Agreements	  	 	126	 
	SECTION 6.12.	 	Payments of Longer-Term Indebtedness	  	 	127	 
	SECTION 6.13.	 	Modification of Investment Policies	  	 	127	 
	SECTION 6.14.	 	SBIC Guarantee	  	 	127	 
	SECTION 6.15.	 	Derivative Transactions	  	 	128	 
	
	ARTICLE VII	  

	
	EVENTS OF DEFAULT	  

	
	ARTICLE VIII	  

	
	THE ADMINISTRATIVE AGENT	  

			
	SECTION 8.01.	 	Appointment.	  	 	132	 
	SECTION 8.02.	 	Capacity as Lender	  	 	133	 
	SECTION 8.03.	 	Limitation of Duties; Exculpation	  	 	133	 
	SECTION 8.04.	 	Reliance	  	 	133	 
	SECTION 8.05.	 	Sub-Agents	  	 	134	 
	SECTION 8.06.	 	Resignation; Successor Administrative Agent	  	 	134	 
	SECTION 8.07.	 	Reliance by Lenders	  	 	134	 
	SECTION 8.08.	 	Modifications to Loan Documents	  	 	135	 
	
	ARTICLE IX	  

	
	MISCELLANEOUS	  

			
	SECTION 9.01.	 	Notices; Electronic Communications	  	 	135	 
	SECTION 9.02.	 	Waivers; Amendments	  	 	137	 
	SECTION 9.03.	 	Expenses; Indemnity; Damage Waiver	  	 	140	 
	SECTION 9.04.	 	Successors and Assigns	  	 	142	 
	SECTION 9.05.	 	Survival	  	 	147	 
	SECTION 9.06.	 	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	147	 
	SECTION 9.07.	 	Severability	  	 	147	 
	SECTION 9.08.	 	Right of Setoff	  	 	148	 
	SECTION 9.09.	 	Governing Law; Jurisdiction; Etc.	  	 	148	 


  
 (iii) 














					
	SECTION 9.10.	 	WAIVER OF JURY TRIAL	  	149
	SECTION 9.11.	 	Judgment Currency	  	149
	SECTION 9.12.	 	Headings	  	150
	SECTION 9.13.	 	Treatment of Certain Information; Confidentiality	  	150
	SECTION 9.14.	 	USA PATRIOT Act	  	151
	SECTION 9.15.	 	Termination	  	151
	SECTION 9.16.	 	Amendment and Restatement	  	151
	SECTION 9.17.	 	Acknowledgment Regarding Any Supported QFCs	  	152

  

			
	SCHEDULE 1.01(a) -	    	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b) -	    	Commitments
	SCHEDULE 1.01(c) -	    	Existing Letters of Credit
	SCHEDULE 1.01(d) -	    	Eligibility Criteria
	SCHEDULE 3.11(a) -	    	Material Agreements
	SCHEDULE 3.11(b) -	    	Liens
	SCHEDULE 3.12(a) -	    	Subsidiaries
	SCHEDULE 3.12(b) -	    	Investments
	SCHEDULE 6.08 -	    	Certain Affiliate Transactions

  

					
	EXHIBIT A	  	-	  	Form of Assignment and Assumption
	EXHIBIT B	  	-	  	Form of Borrowing Base Certificate
	EXHIBIT C	  	-	  	Form of Second Amended and Restated Promissory Note
	EXHIBIT D	  	-	  	Form of Borrowing Request


  
 (iv) 













 SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of
December 15, 2017 (this “Agreement”), among THL CREDIT, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent. 

WHEREAS, the Borrower and the Administrative Agent entered into that certain Amended and Restated Senior Secured Revolving Credit Agreement
dated as of August 19, 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 and to make certain changes, including to reduce the size of
the commitments thereunder and to extend the maturity date; 
 WHEREAS, the Borrower wishes to prepay in full the pro rata portion of
the Loans and other obligations owing to certain Existing Lenders identified in writing by the Administrative Agent to the Borrower (the “Exiting Lenders”) with a corresponding termination of each such Exiting Lenders’
commitments; and 
 WHEREAS, the Existing Lenders are willing to make such changes to the Existing Credit Agreement upon the terms and
subject to the conditions set forth herein 
 NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the
parties hereto hereby agree that, effective as of the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety as follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below and the terms
defined in Section 5.13 have the meanings assigned thereto in such section: 
 “2022 Notes” means the Borrower’s
6.75% unsecured notes due 2022 in an aggregate principal amount of $60,000,000. 
 “ABR”, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

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












 “Adjusted Covered Debt Balance” means, on any date, the aggregate Covered
Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base. 
 “Adjusted
LIBO Rate” means, for the Interest Period for any Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate for such Interest Period. 
 “Administrative Agent” means ING, in its capacity as
administrative agent for the Lenders hereunder. 
 “Administrative Agent’s Account” means an account designated by the
Administrative Agent in a notice to the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent. 
 “Advance Rate” has the meaning assigned to such term in
Section 5.13. 
 “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 an Investment held by any Obligor in the ordinary course of business. 
 “Affiliate Agreements” means,
collectively, (a) the Investment Management Agreement, dated as of April 1, 2010, between the Borrower and the Investment Advisor, (b) the Administration Agreement, dated as of July 23, 2009, between the Borrower and the
Investment Advisor and (c) the License Agreement, dated as of September 15, 2009, by and among Thomas H. Lee Partners, L.P., the Borrower and THL Credit Advisors, LLC. 

“Affiliate Investment” means any Portfolio Investment in which the Borrower or any of its Subsidiaries owns or controls more
than 25% of the voting Capital Stock. 
 “Agent Subsidiary” means a Subsidiary that (i) does not engage in any
business or business activity other than acting as agent or administrative agent with respect to Portfolio Investments that are Bank Loans (or an analogous agency capacity under any note purchase agreements with respect to any Mezzanine Investment),
all or a portion of which are held by the Borrower or its Affiliates, (ii) holds no material assets other than funds held in its agency capacity in an Agency Account and (iii) the aggregate amount of new Investments made by an Obligor in
such Subsidiary after the Amendment No. 2 Effective Date does not exceed $1,000,000 (which, for the avoidance of doubt, shall not include any funds deposited into or otherwise held in its agency capacity in an Agency Account). 

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

  
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 “Agreed Foreign Currency” means, at any time, Canadian Dollars and, with
the agreement of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of such Canadian Dollars or other Foreign Currency, at such time (a) such Foreign Currency is dealt with in the London interbank deposit market,
(b) such Foreign Currency is freely transferable and convertible into Dollars in the London foreign exchange market and (c) no central bank or other governmental authorization in the country of issue of such Foreign Currency is required to
permit use of such Foreign Currency by any Multicurrency Lender for making any Loan hereunder and/or to permit the Issuing Bank to issue (or to make payment under) any Letter of Credit denominated in such Foreign Currency and/or to permit the
Borrower to borrow and repay the principal thereof and to pay the interest thereon (or to repay any LC Disbursement under a Letter of Credit denominated in such Foreign Currency), unless such authorization has been obtained and is in full force and
effect. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate for such day plus 1/2 of 1%, (c) the LIBO Rate for deposits in U.S. dollars for a period of three (3) months plus 1%, and (d) zero. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, or such LIBO Rate,
as the case may be. 
 “Amendment No. 1 Effective Date” means March 26, 2019. 

“Amendment No. 2 Effective Date” means July 24, 2019. 

“Amendment
 No. 5 Effective Date” means April 14, 2020. 

“Applicable Commitment Fee Rate” means, with respect to any Lender, a rate per annum equal to (x) 1.00%, if the utilized
portion of such Lender’s Commitments as of the close of business on such day (after giving effect to borrowings, prepayments and commitment reductions on such day) is less than or equal to an amount equal to thirty five percent (35%) of
such Lender’s Commitments and (y) 0.50% if the utilized portion of such Lender’s Commitments as of the close of business on such day (after giving effect to borrowings, prepayments and commitment reductions on such day) is greater
than an amount equal to thirty five percent (35%) of such Lender’s Commitments. For purposes of determining the Applicable Commitment Fee Rate, the Commitments of a Lender shall be deemed to be utilized to the extent of the outstanding
Loans and LC Exposure of such Lender. 
 “Applicable Dollar Percentage” means, with respect to any Dollar Lender, the
percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most
recently in effect, giving effect to any assignments. 

  
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 “Applicable Margin” means (x) prior to the Amendment No. 5 Effective Date, a per annum
rate determined on a daily basis equal to (i) in the case of EurodollarEurocurrency Loans, 2.50% and (ii) in the case of ABR Loans,
1.50% and (y) from and after the Amendment No. 5 Effective Date, a per annum rate determined on a daily basis equal to (i) in the case of Eurocurrency Loans,
2.75% or, if the Step-Up Condition is met, 3.00% and (ii) in the case of ABR Loans, 1.75% or, if the Step-Up Condition is met, 2.00%. 

“Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total
Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the
Multicurrency Commitments most recently in effect, giving effect to any assignments. 
 “Applicable Percentage” means, with
respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitments. If the Commitments have terminated or expired in full, the Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments pursuant to Section 9.04(b). 
 “Approved Dealer” means
(a) in the case of any Eligible Portfolio Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities Exchange Act of 1934 of nationally recognized standing or an Affiliate thereof, (b) in
the case of a U.S. Government Security, any primary dealer in U.S. Government Securities and (c) in the case of any foreign Portfolio Investment, any foreign broker-dealer of internationally recognized standing or an Affiliate thereof, in the
case of each of clauses (a), (b) and (c) above, as set forth on Schedule 1.01(a) or (d) any other bank or broker-dealer acceptable to the Administrative Agent in its reasonable determination. 

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

“Approved Third-Party Appraiser” means any Independent nationally recognized third-party appraisal firm engaged by the
Borrower, at its own expense, as part of its valuation procedures or any other third-party appraisal firm selected by the Borrower and reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that
each of Houlihan Lokey, Duff & Phelps, LLC, Murray, Devine and Company, Lincoln Partners Advisors LLC, Valuation Research Corporation and their respective Affiliates that provide valuation services shall be deemed to be an “Approved
Third-Party Appraiser”. 
 “Asset Coverage Ratio” means, on a consolidated basis for Borrower and its Subsidiaries,
the ratio which the value of total assets, less all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness (which for the avoidance of doubt, shall include
Guarantees made by the Borrower or any of its Subsidiaries pursuant to Section 6.01(m)) of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder, in each case as in effect on the Amendment No. 5 Effective Date but
 

  
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excluding the effects of Release No. 33837/April 8,
2020). For clarity, the calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive order issued by the Securities and Exchange Commission under Section 6(c) of the
Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, and (b) no obligations have become due and owing pursuant to
the terms of any Permitted SBIC Guarantee. For the avoidance of doubt, the outstanding utilized notional amount of any Total Return Swap less all of the cash collateral supporting such Total Return Swap at such time shall be treated as a Senior
Security for the purposes of calculating the Asset Coverage Ratio. 
 “Asset Sale” means a sale, lease or sub lease
(as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any Obligor’s assets or
properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired; provided, however, the term “Asset Sale” as used in this Agreement shall not include the disposition of
Portfolio Investments originated by the Borrower and promptly transferred to a Structured Subsidiary pursuant to the terms of Section 6.03(e) hereof. 

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

“Assuming Lender” has the meaning assigned to such term in Section 2.07(f). 

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

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

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been
selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit facilities that are comparable to this Agreement and (b) the Benchmark Replacement
Adjustment; provided that, if the Benchmark Replacement so determined would be less than zero0.50%, the Benchmark Replacement will be deemed to be zero0.50% for the purposes of this Agreement. 

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

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

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

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

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

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

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing that the
LIBO Rate is no longer representative. 
 “Benchmark Transition Start Date” means (a) in the case of a Benchmark
Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement
or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative
Agent (in the case of such notice by the Required Lenders) and the Lenders. 
 “Benchmark Unavailability Period” means, if
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the
time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordance with Section 2.12(b) and (y) ending at the time that a Benchmark
Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 2.12(b). 
 “Board” means the
Board of Governors of the Federal Reserve System of the United States. 
 “Board of Directors” means, with respect to any
person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers of such person, or if there is none, the Board of Directors of the managing member
of such Person, (c) in the case of any partnership, the Board of Directors of the general partner of such person and (d) in any other case, the functional equivalent of the foregoing. 

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

  
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 “Borrower External Unquoted Value” has the meaning assigned to such term in
Section 5.12(b)(ii). 
 “Borrower Tested Assets” has the meaning assigned to such term in
Section 5.12(b)(ii). 
 “Borrowing” means (a) all ABR Loans of the same Class made, converted or continued on the
same date or (b) all Eurocurrency Loans of the same Class denominated in the same Currency that have the same Interest Period. 

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

“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of
Exhibit B and appropriately completed, which certificate shall include a certification (including, with respect
to the test set forth in clause (x) of the definition of “Step-Up Condition”, reasonably detailed calculations) whether the Step-Up Condition is satisfied as of the date such certificate is delivered. 
 “Borrowing Base Deficiency” means, at any date on which the same is
determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date. 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, substantially in
the form of Exhibit D hereto or such other form as is reasonably acceptable to the Administrative Agent, which
request shall include a certification (including, in the case of the test set forth in clause (x) of the definition of “Step-Up Condition”, reasonably detailed calculations) whether the Step-Up Condition is satisfied as of the date
such request is delivered. 
 “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 U.S. Dollars, or to a notice by the Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or
Interest Period, that is also a day on which dealings in deposits denominated in Dollars are carried out in the London interbank market and (c) if such day relates to a borrowing or continuation of, a payment or prepayment of principal of or
interest on, or the Interest Period for, any Borrowing denominated in any Foreign Currency, or to a notice by the Borrower with respect to any such borrowing, continuation, payment, prepayment or Interest Period, that is also a day on which
commercial banks and the London foreign exchange market settle payments in the Principal Financial Center for such Foreign Currency. 

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

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

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

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

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Cash” means any
immediately available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof) which is a freely convertible currency. 

“Cash Collateralize” means, with respect to a Letter of Credit, the pledge and deposit of immediately available funds (or, if
the Issuing Bank shall agree in its sole discretion, other credit support) in the Currency of the Letter of Credit under which such LC Exposure arises into a cash collateral account (the “Letter of Credit Collateral Account”)
maintained with (or on behalf of) the Administrative Agent in an amount equal to one hundred and two percent (102%) of the face amount of such Letter of Credit (or such other amount as may be specified in any applicable provision hereof) as
collateral pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such
cash collateral and other credit support. 
 “Cash Equivalents” means investments (other than Cash) that are one or more of
the following obligations: 
 (b) Short-Term U.S. Government Securities (as defined in Section 5.13); 

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

  
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 (d) 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; 

(e) 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; 

(f) 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 

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

“CDOR Screen Rate” means, with respect to any Interest Period, the average rate for bankers acceptances as administered by
the Investment Industry Regulatory Organization of Canada (or any other Person that takes over the administration of that rate) with a tenor equal in length to such Interest Period, as displayed on CDOR page of the Reuters screen 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 or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen or service that
displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected from time to time by the Administrative Agent in its reasonable discretion. 

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

  
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 “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; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or
group other than the Permitted Holders. 
 “Change in Law” means (a) the adoption of any law, rule or regulation or
treaty after the Restatement Effective Date, (b) any change in any law, rule or regulation or treaty or in the interpretation, implementation or application thereof by any Governmental Authority after the Restatement Effective Date or
(c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Effective Date, provided that, notwithstanding anything herein to the contrary, (I) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (II) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee On Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or
issued. 
 “Charming Charlie Backstopped Amount” means, at any time, the amount under the Charming Charlie LC that, if
drawn, would be subject to a valid and enforceable reimbursement obligation from the CC Lenders (as defined below) to the Borrower pursuant to Section 2.10 of that certain Vendor Payment Financing Credit and Guarantee Agreement, dated as of
April 24, 2018, among Charming Charlie Holdings Inc., Charming Charlie LLC, the subsidiary guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent, and the lenders (the “CC
Lenders”) party thereto (as in effect on the date hereof). 
 “Charming Charlie LC” means that certain Letter of
Credit number USUTFSSBI0001123, issued by the Issuing Bank on February 28, 2019 for the account of the Borrower and for the benefit of White Oak Commercial Finance, LLC as administrative agent under that certain asset-based revolving credit
agreement, dated as of February 28, 2019, among Charming Charlie Holdings Inc., Charming Charlie LLC, as borrower, the lenders from time to time party thereto and White Oak Commercial Finance, LLC and Second Avenue Capital Partners, LLC each as
an administrative agent. 
 “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. 

  
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 “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 under the Guarantee and Security Agreement, and
includes any successor Collateral Agent thereunder. 
 “Commitments” means, collectively, the Dollar Commitments and the
Multicurrency Commitments. 
 “Commitment Increase” has the meaning assigned to such term in Section 2.07(f). 

“Commitment Increase Date” has the meaning assigned to such term in Section 2.07(f). 

“Completion
 of the Tender Offer” means the date on which the Tender Offer has irrevocably terminated or expired, whether or not such Tender Offer was consummated (or permitted to be consummated under Section 6.05(f)) during such period. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on
or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated Adjusted
Interest Expense” means, for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of (x) cash interest paid in respect of the stated rate of interest (including any default rate of interest, if
applicable) applicable to any Indebtedness plus (y) the net amount paid in cash (or minus the net amount received in cash) under Hedging Agreements permitted under Section 6.04 relating to interest during such period and to the extent not
already taken into account under clause (x), plus (z) if any Financing Subsidiary is a counterparty to any Total Return Swap, the net amount paid in cash relating to interest (on the outstanding utilized notional amount of such Total Return
Swap less all of the cash collateral supporting such Total Return Swap) during such period. 
 “Consolidated EBIT” means,
for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, income (including, for the avoidance of doubt, interest and fees generated by Total Return Swap reference assets) after deduction of all expenses and other
proper charges other than Taxes, Consolidated Interest Expense and non-cash employee stock options expense and excluding (a) net realized gains or losses (including, for the avoidance of doubt, in connection with the sale or repayment of Total
Return Swap reference assets), (b) net change in unrealized appreciation or depreciation, (c) gains on re-purchases of Indebtedness, (d) the amount of interest paid-in-kind to the Borrower or any Subsidiary (“PIK”) to
the extent such amount exceeds the sum of (i) PIK interest collected in cash (including any amortization 

  
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payments on such applicable debt instrument up to the amount of PIK interest previously capitalized thereon) and (ii) realized gains collected in cash (net of realized losses),
provided that the amount determined pursuant to this clause (d)(ii) shall not be less than zero, all as determined in accordance with GAAP, and (e) other non-cash charges and gains to the extent included to calculate income. 

“Consolidated Interest Coverage Ratio” means the ratio of as of the last day of any fiscal quarter of the Borrower of
(a) Consolidated EBIT for the four fiscal quarter period then ending, taken as a single accounting period, to (b) Consolidated Adjusted Interest Expense for such four fiscal quarter period. 

“Consolidated Interest Expense” means, with respect to a Person and for any period, the sum of (x) the total
consolidated interest expense in respect of Indebtedness (including capitalized interest expense and interest expense attributable to Capital Lease Obligations) of such Person and in any event shall include all interest expense with respect to any
Indebtedness in respect of which such Person is wholly or partially liable plus (y) the net amount payable (or minus the net amount receivable) under Hedging Agreements permitted under Section 6.04 relating to interest during such period
(whether or not actually paid or received during such period) and to the extent not already taken into account under clause (x), plus (z) if any Financing Subsidiary is a counterparty to any Total Return Swap, the interest payable (on the
outstanding utilized notional amount of such Total Return Swap less all of the cash collateral supporting such Total Return Swap) during such period (whether or not actually paid or received during such period). 

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

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

“Covered Debt Amount” means, on any date, the sum of (w) all of the Revolving Credit Exposures of all Lenders on such
date plus (x) the aggregate amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered Indebtedness outstanding on such date, plus (y) the aggregate amount of
Guarantees of the Borrower pursuant to Section 6.01(m) outstanding on such date, minus (z) (i) LC Exposure that has been Cash Collateralized, (ii) LC Exposure in respect of undrawn amounts under the Charming Charlie LC in
an aggregate amount not to exceed the lesser of (A) the Charming Charlie Backstopped Amount and (B) $4,750,000 and (iii) LC Exposure that has otherwise been backstopped in a manner reasonably satisfactory to the Administrative Agent.

 “Covered Taxes” means Taxes, other than Excluded Taxes and Other Taxes, imposed on or with respect to any payment made
by or on account of any obligation of the Borrower under any Loan Document. 

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

“Currency” means Dollars or any Foreign Currency. 

“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. 
 “Default” means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 

“Defaulting Lender” means any Lender that has, as reasonably determined by the Administrative Agent, (a) failed to fund
any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, unless, in the case of any Loans, such Lender’s failure is based on such Lender’s reasonable
determination that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative
Agent in writing (with reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was to have been made, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public
statement states that such position is based on such Lender’s 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) cannot be satisfied), (c) failed, within three Business Days after request by the Administrative Agent, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans or
participations in then outstanding Letters of Credit (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), (d) otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount (other than a de minimis amount) required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or
(e) other than an Undisclosed Administration, either (i) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or has a parent company that has been
adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has a parent company that has become the subject of a bankruptcy or
insolvency proceeding, or 

  
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has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed
for it, or (iii) become the subject of a Bail-In Action or has a parent company that has become the subject of a Bail-In Action (unless in the case of any Lender referred to in this clause (e) the Borrower, the Administrative Agent and the
Issuing Bank shall be satisfied in the exercise of their respective reasonable discretion that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder); provided that a
Lender shall not qualify as a Defaulting Lender solely as a result of (x) an Undisclosed Administration or (y) the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the exercise of control over
such Lender or any Person controlling such Lender, by a Governmental Authority or instrumentality thereof, so long as such Undisclosed Administration or ownership does not result in or provide such Lender with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender. 
 “Designated Obligations” means all obligations of the Borrower with respect to (a) principal of and
interest on the Loans and (b) accrued and unpaid fees under the Loan Documents. 
 “Direct Competitor” means any
Person designated by the Borrower to the Administrative Agent that is a business development company and is a “direct competitor” of the Borrower, and is specified on a list, which shall not include more than twenty (20) such Persons,
on file with the Administrative Agent on the Restatement Effective Date, which such list may be updated (but in no event will include more than twenty (20) Persons) from time to time when no Event of Default is in existence by the Borrower with
the consent of the Administrative Agent (not to be unreasonably withheld), and which list shall be made available by the Administrative Agent to the Lenders upon request. 

“Disqualified Equity Interests” means stock of the Borrower that after its issuance is subject to any agreement between the
holder of such stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate such stock, other than (x) as a result of a Change of Control, or (y) in connection with any purchase,
redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of stock. 
 “Dollar
Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Loans denominated in Dollars, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 or
reduced from time to time pursuant to Section 2.09 or as otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount
of each Lender’s Dollar Commitment as of the Amendment No. 1 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 Amendment No. 15 Effective Date is $4327,181,818.18.
272,727.27. 

  
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 “Dollar Equivalent” means, on any date of determination, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be required to purchase such amount of such Foreign Currency on the date two
Business Days prior to such date, based upon the spot selling rate at which the Administrative Agent (or other foreign currency broker reasonably acceptable to the Administrative Agent) offers to sell such Foreign Currency for Dollars in the London
foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business Days later. 
 “Dollar Lender”
means the Persons listed on Schedule 1.01(b) as having Dollar Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving
Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

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

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

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

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

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

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

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

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

“Eligible Portfolio Investment” means any Portfolio Investment held by any Obligor (and solely for purposes of determining
the Borrowing Base, Cash (other than Cash Collateral) and Cash Equivalents held by any Obligor, but excluding any
Tender Offer Equity Proceeds until the Completion of the Tender Offer) that, in each case, meets all of the criteria set forth on Schedule 1.01(d) hereto; provided, that no Portfolio
Investment, Cash or Cash Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing Base if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no other Liens other than
Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or if such Portfolio Investment, Cash or Cash 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 (i) 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, and (ii) Special Equity Interests 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. 
 “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity
interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has been converted to capital stock. 

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

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

  
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 “ERISA Event” means (a) any “reportable event”, as defined
in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, the failure to satisfy the minimum funding standard (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the occurrence of any nonexempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA
which could result in liability to an Lender; (h) the failure to make any required contribution to a Multiemployer Plan or failure to make by its due date any required contribution to any Plan; (i) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any 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 (j) 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 of any
material liability for post-retirement health or welfare benefits, except as may be required by 4980B of the Code or similar laws. 

“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. 
 “Eurocurrency”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. For clarity, a Loan or Borrowing bearing interest by reference to clause (c) of the
definition of the Alternate Base Rate shall not be a Eurocurrency Loan or Eurocurrency Borrowing. 
 “Event of Default” has
the meaning assigned to such term in Article VII. 
 “Excluded Subsidiary” means (x) THL Corporate Finance, Inc., so
long as such entity constitutes an Agent Subsidiary and (y) any Subsidiary that is (i) a CFC, (ii) a Transparent Subsidiary, (iii) an Immaterial Subsidiary, or (iv) a Financing Subsidiary. 

“Excluded Taxes” means, with respect to the Administrative Agent, the Issuing Bank, any Lender, or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its principal 

  
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office is located or, in the case of any Lender, in which its applicable lending office is located, or as a result of a present or former connection between such recipient and the jurisdiction
imposing such Tax (other than connections arising from such recipient having become a party to any Loan Document), (b) any branch profits taxes or backup withholding taxes imposed by the United States of America or any tax similar to a branch
profits tax imposed by any other jurisdiction in which the Borrower is located, (c) (other than to the extent such withholding would not have been imposed but for the occurrence of a CAM Exchange) in the case of a Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is
attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.15(e), except to the extent, other than in a case of failure to comply with Section 2.15(e), that such Lender (or
its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a) and (d) any Taxes
imposed under FATCA. 
 “Existing Lenders” has the meaning assigned to such term in the preamble to this Agreement. 

“Existing Letters of Credit” means those letters of credit or bank guarantees issued and outstanding as of the Amendment
No. 1 Effective Date and set forth on Schedule 1.01(c), each of which shall be deemed to constitute a Letter of Credit issued hereunder on the Amendment No. 1 Effective Date. 

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

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

“External Unquoted Value” means (i) with respect to Borrower Tested Assets, the Borrower External Unquoted Value and
(ii) with respect to IVP Tested Assets, the IVP External Unquoted Value. 
 “Extraordinary Receipts” means an amount
equal to (a) any Cash amount (and Cash proceeds of any non-Cash amount) received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions,
judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business, purchase price
adjustments received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance, minus (b) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental
to such Cash receipts and paid in cash to a Person that is not an Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses, minus
(c) all taxes paid or reasonably estimated to be payable as a result of such Cash receipts after taking into account any available tax credits or deductions; minus (d) amounts estimated in good faith by the Borrower to be necessary for the
Borrower to make distributions sufficient in amount to achieve the objectives 

  
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set forth in clauses (i), (ii) and (iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar
year, as relevant) is increased as a result of such Extraordinary Receipt; provided, however, that Extraordinary Receipts shall not include (i) proceeds of any issuance of Equity Interests or issuances of Indebtedness by any Obligor,
(ii) amounts that any Obligor receives from the Administrative Agent or any Lender in connection with the Loan Documents, (iii) Cash receipts to the extent received from proceeds of any casualty insurance or condemnation awards (or
payments in lieu thereof) to the extent that such proceeds are used within 90 days to repair or replace the assets giving rise to such proceeds (provided that any amounts not so used within 90 days shall constitute Extraordinary Receipts)
(iv) proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings, or (v) indemnity payments or payments in respect of judgments or settlements or claims, litigation or proceedings to
the extent that such payments are received, by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of ) such claim or loss and the
costs and expenses of such Person with respect thereto. 
 “FATCA” means sections 1471 through 1474 of the Code, as of the
date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant
to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code. 

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

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

“Financial Officer” means the chief executive officer, president, co-president, chief financial officer, principal accounting
officer, treasurer or controller of the Borrower. 
 “Financing Subsidiary” means (a) any Structured Subsidiary or
(b) any SBIC Subsidiary. 
 “First Eagle” means First Eagle Holdings, Inc., a Delaware corporation, or an Affiliate
thereof. 
 “Foreign Currency” means at any time any currency other than Dollars. 

  
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 “Foreign Currency Equivalent” means, with respect to any amount in Dollars,
the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative
Agent or the applicable Issuing Bank, as the case may be. 
 “Foreign Lender” means any Lender or Issuing Bank that is not
(a) a citizen or resident of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States (or any jurisdiction thereof) or (c) any estate or trust that is subject to
U.S. federal income taxation regardless of the source of its income. 
 “GAAP” means generally accepted accounting
principles in the United States. 
 “Governmental Authority” means the government of the United States, or of any other
nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank). 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary indemnification agreements entered into in the ordinary course of
business in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which
such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount
equal to such lesser amount). 
 “Guarantee and Security Agreement” means the Third Amended and Restated Guarantee, Pledge
and Security Agreement, dated as of the Restatement Effective Date (as the same shall be amended, restated, modified and supplemented from time to time), among the Borrower, the Subsidiary Guarantors, the Revolving Administrative Agent, the
Administrative Agent, each holder (or a representative, agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent. 

  
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 “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. 
 “Hedging Agreement
Obligations” has the meaning specified in the Guarantee and Security Agreement as in effect on the date hereof. 

“IJL” means It’s Just Lunch International LLC. 

“IJL Conditions” means (a) the Capital Call Agreement (as amended from time to time), dated as of July 28, 2016,
among Riverside Micro-Cap Fund I, L.P., IJL, IJL Everest, LLC, IJL US LLC, IJL NUS LLC, It’s Just Lunch Holdings LLC, IJL Advertising LLC and the Borrower is in full force and effect, (b) such Investment in IJL meets all of the criteria
set forth on Schedule 1.01(d) hereto and (c) with respect to such Investment in IJL, the Borrower has not provided a written notice to the Administrative Agent that the IJL Conditions shall not apply to such Investment. 

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

“Increasing Lender” has the meaning assigned to such term in Section 2.07(f). 

“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of such Person for borrowed money
or (ii) deposits, loans or advances of any kind that are required to be accounted for under GAAP as a liability on the financial statements of an Obligor (other than deposits received in connection with a Portfolio Investment in the ordinary
course of the Obligor’s business (including, but not limited to, any deposits or advances in connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work fees, tax distributions or purchase price adjustments)),
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such
Person, 

  
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(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) Disqualified Equity Interests and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such 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 or (y) a commitment arising in the ordinary course of business to make a future Portfolio Investment. 

“Independent” when used with respect to any specified Person means that such Person (a) does not have any direct
financial interest or any material indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment adviser or any Affiliate thereof) other than ownership of publicly traded stock of the Borrower with a
market value not to exceed $1,000,000 and (b) is not an officer, employee, promoter, underwriter, trustee, partner, director or a Person performing similar functions of the Borrower or of its Subsidiaries or Affiliates (including its investment
advisor or any Affiliate thereof). 
 “Independent Valuation Provider” means any of Duff & Phelps LLC, Murray,
Devine and Company, Alvarez & Marsal, Lincoln Partners Advisors LLC, Houlihan Lokey, Valuation Research Corporation and their respective Affiliates that provide valuation services, or any other Independent nationally recognized third-party
appraisal firm selected by the Administrative Agent, and reasonably acceptable to the Borrower. 
 “Industry Classification
Group” means (a) any of the classification groups that are currently in effect by Moody’s or may be subsequently established by Moody’s and provided by the Borrower to the Lenders, and (b) up to three additional industry
group classifications established by the Borrower pursuant to Section 5.12(a). 
 “ING” means ING Capital LLC. 

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with
Section 2.06. 

  
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 “Interest Payment Date” means (a) with respect to any ABR Loan, each
Quarterly Date and (b) with respect to any Eurocurrency Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period
that occurs at three-month intervals after the first day of such Interest Period. 
 “Interest Period” means, for any
Eurocurrency Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter or, with respect to such portion of
any Eurocurrency Loan or Borrowing denominated in a Foreign Currency that is scheduled to be repaid on the Maturity Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Maturity
Date, as specified in the applicable Borrowing Request or Interest Election Request; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period (other than an Interest Period pertaining
to a Eurocurrency Borrowing denominated in a Foreign Currency that ends on the Maturity Date that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan
initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be
the effective date of the most recent conversion or continuation of such Loans. 
 “Internal Value” has the meaning set
forth in Section 5.12(b)(ii). 
 “Investment” means, for any Person: (a) Equity Interests, bonds, notes,
debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any “short sale” or any sale of any securities at a time when
such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements. 
 “Investment
Advisor” means (a) prior to the THLCA Acquisition Date, THL Credit Advisors LLC, a Delaware limited liability company, or an Affiliate thereof and (b) on and after the THLCA Acquisition Date, (i) THL Credit Advisors LLC,
(ii) First Eagle or (iii) a wholly-owned subsidiary of First Eagle. 
 “Investment Advisor Departure Event” means
any of the following events: 
 (a) the Investment Advisor shall cease to be the investment adviser of the Borrower; or 

  
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 (b) in the first three years following the THLCA Acquisition Date, fewer than two of
Christopher J. Flynn, James Fellows, Terrence W. Olson and any other Person reasonably acceptable to the Administrative Agent are actively engaged in the day to day operations of the Investment Advisor relating to the Borrower. 

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

“Investment Policies” means the written statement of the Borrower’s investment policies delivered on the Restatement
Effective Date pursuant to Section 4.01(c) and as the same may be amended from time to time by a Permitted Policy Amendment. 

“Issuing Bank” means ING, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.04(j). 
 “IVP External Unquoted Value” has the meaning assigned to such term in
Section 5.12(b)(ii). 
 “IVP Supplemental Cap” has the meaning assigned to such term in Section 9.03(a). 

“IVP Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii). 

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

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time (including any Letter of Credit for which a draft has been presented but not yet honored by the Issuing Bank) plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed
by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Multicurrency Percentage of the total LC Exposure at such time. Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or a document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time. 
 “Lenders” means the Persons listed on Schedule 1.01(b) as having Commitments and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Commitment or to acquire Revolving Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. 

  
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 “Letter of Credit” means any letter of credit issued pursuant to this
Agreement. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Amendment No. 1 Effective Date for all purposes of the Loan Documents. 

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

“LIBO Rate” means, for any Interest Period for any Eurocurrency Borrowing denominated in any Currency, (a) in the case
of Loans denominated in Canadian Dollars, the CDOR Screen Rate and (b) for Loans denominated in any other Currency, (i) the Intercontinental Exchange Benchmark Administration Ltd. LIBOR Rate (or the successor thereto if the
Intercontinental Exchange Benchmark Administration 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 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 relevant foregoing sources set forth
in clause (i) are unavailable for the relevant Interest Period, LIBO Rate 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; provided, 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 (other than on market terms at fair value so long as in the case of
any Portfolio Investment, the Value used in determining the Borrowing Base is not greater than the purchase or call price), except in favor of the issuer thereof (and, for the avoidance of doubt, in the case of Investments that are loans or other
debt obligations, restrictions on assignments or transfers thereof on customary and market based terms pursuant to the underlying documentation relating to such Investment shall not be deemed to be a “Lien” and, in the case of Portfolio
Investments that are equity securities, excluding 

  
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customary drag-along, tag-along, right of first refusal, restrictions on assignments or transfers and other similar rights in favor of other equity holders of the same issuer). For the avoidance
of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable.

 “Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents, any promissory notes delivered
pursuant to Section 2.08(f) and the Security Documents. 
 “Loans” means the loans made by the Lenders to the Borrower
pursuant to this Agreement. 
 “Margin Stock” means “margin stock” within the meaning of Regulations T, U and X.

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

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit and Hedging Agreements), of any
one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $15,000,000 and (b) obligations in respect of one or more Hedging Agreements or other swap or derivative transactions (including any Total Return Swap)
under which the maximum aggregate amount (giving effect to any legally enforceable netting agreements) that the Borrower and the Subsidiaries would be required to pay if such Hedging Agreement(s) or other such swap or derivative transactions
(including any Total Return Swap) were terminated at such time would exceed $15,000,000. 
 “Maturity Date” means the date
that is the one year anniversary of the Revolver Termination Date. 
 “Moody’s” means Moody’s Investors Service,
Inc. or any successor thereto. 
 “Multicurrency Commitments” means, with respect to each Multicurrency Lender, the
commitment of such Multicurrency Lender to make Loans, and to acquire participations in Letters of Credit, denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s Revolving Multicurrency Credit Exposure hereunder ,as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as otherwise
provided in this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Multicurrency Commitment as of the Amendment
No. 1 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 Amendment
No. 
15 Effective Date is $146,818,181.82.
92,727,272.73. 

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

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

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

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to (a) the sum of Cash payments and
Cash Equivalents received by the Obligors from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received),
minus (b) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental to such Asset Sale and paid in cash to a Person that is not an Affiliate of any Obligor (or if paid in cash to an
Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses minus (c) all taxes paid or reasonably estimated to be payable by the Borrower as a result of such Asset Sale (after
taking into account any available tax credits or deductions), minus (d) amounts estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in
clauses (i), (ii) and (iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of such Asset Sale and
minus (e) in the case of an Asset Sale consisting of a Portfolio Investment that is Capital Stock, reserves for indemnification, purchase price adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant
Subsidiary in connection with such Asset Sale; provided that, (i) such reserved amount shall not be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to this clause (e) exceeds the amount
actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Asset Sale, the aggregate amount of such excess shall constitute Net Asset Sale Proceeds (as of the date the Borrower
determines such excess exists). 
 “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

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

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

 “Obligors’ Net Worth” means, at any date, the Stockholders’ Equity at such date, exclusive of the net asset
value held by any Obligor in any non-Obligor Subsidiary. 
 “Original Effective Date” means March 11, 2011. 

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a result of a present or former connection
between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Covered Indebtedness” means, collectively, (i) Secured Longer-Term Indebtedness, (ii) Unsecured Shorter-Term
Indebtedness, (iii) any Specified Notes from and after the date that is 9 months prior to the scheduled maturity date of such Specified Notes and (iv) the net amount that any Obligor is obligated to pay under any Hedging Agreement the
obligations of which are secured under the Security Documents as a result of the termination of such Hedging Agreement at any time of determination. 

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

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

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Permitted Equity Interests” means common stock of the Borrower that after its issuance is not
subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock. 

“Permitted Holders” means (1) prior to the THLCA Acquisition Date (a) Thomas H. Lee Partners, L.P. or (b) THLP
Debt Partners, L.P. or its Affiliates (but only if THLP Debt Partners, L.P. or such Affiliate(s) are under common Control with Thomas H. Lee Partners, L.P.) and (2) on and after the THLCA Acquisition Date, First Eagle. 

“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’, workmen’s, storage, landlord, and repairmen’s Liens and other similar Liens arising in the
ordinary course of business and securing obligations (other than Indebtedness for borrowed money) not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the
books of the Borrower in accordance with GAAP; (d) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar
social security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles
or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business;
(f) Liens arising out of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default; (g) customary rights of setoff and
liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other
financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business, in the case of each of clauses
(i) through (iii) above, securing payment of fees, indemnities, charges for returning items and other similar obligations; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code
of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its 

  
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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;
(l) Eligible Liens; and (m) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the
acquisition or disposition with respect thereto is otherwise permitted hereunder). 
 “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 clause (r) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs). 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Portfolio
Company” means the issuer or obligor under any Portfolio Investment held by any Obligor. 
 “Portfolio Company
Data” means historic (not to exceed 6 months) and pro-forma financial information and market data associated with a Portfolio Company which has been delivered by such Portfolio Company to the Borrower (without independent substantive
verification by the Borrower), 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. 

  
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 “Portfolio Investment” means any Investment held by the Borrower and its
Subsidiaries in their asset portfolio. 
 “Prime Rate” means the rate of interest quoted in The Wall Street Journal,
Money Rates Section, as the Prime Rate (currently defined as the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is
a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate.

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

“Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing on
September 30, 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, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto. 

“Required Lenders” means, at any time, subject to Section 2.17(b), Lenders having Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided, that, (a) if there are only three (3) Lenders at such time, “Required Lenders”
shall mean Lenders having Revolving Credit Exposures and unused Commitments representing more than 67% of the sum of the total Revolving Credit Exposures and unused Commitments at such time and (b) if there are only two (2) Lenders at such
time, “Required Lenders” shall mean all Lenders. Solely for purposes of Sections 2.09(b) and 2.12(a)(ii), the Required Lenders of a Class (which shall include the term “Required Multicurrency Lenders”) means Lenders having
Revolving Credit Exposures and unused Commitments of such Class representing more than 50% (or, if there are only three (3) Lenders of such Class at such time, 67% and, if there are only two (2) Lenders of such Class at such time, all such
Lenders) of the sum of the total Revolving Credit Exposures and unused Commitments of such Class at such time. 

  
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 “Required Payment Amount” has the meaning set forth in
Section 6.05(b). 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or
other property) with respect to any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Borrower (other than any equity
awards granted to employees, officers, directors and consultants of the Borrower and its Affiliates); provided, for clarity, neither the conversion of convertible debt into capital stock nor the purchase, redemption, retirement, acquisition,
cancellation or termination of convertible debt made solely with capital stock (other than interest or expenses, which may be payable in cash) shall be a Restricted Payment hereunder. 

“Restatement Effective Date” means December 15, 2017. 

“Revolver Termination Date” means the date that is the four year anniversary of the Restatement Effective Date, unless
extended with the consent of each Lender in its sole and absolute discretion. 
 “Revolving Credit Exposure” means, with
respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time (including, for the avoidance of doubt, the Loans and LC
Exposure surviving after the Revolver Termination Date). 
 “Revolving Dollar Credit Exposure” means, with respect to any
Lender at any time, the sum of the outstanding principal amount of such Lender’s Dollar Loans at such time. 
 “Revolving
Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Multicurrency Loans at such time and such Lender’s LC Exposure. 

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

  
 33 













 
distribution on account of actual taxes paid or reasonably estimated to be payable as a result of such distribution) or (z) pursuant to the recapitalization or reclassification of the
capital of the Portfolio Company of such Portfolio Investment or pursuant to the reorganization of such Portfolio Company plus (d) any similar return of capital received by any Obligor in Cash (and Cash proceeds of any non-Cash amount) in respect of any Portfolio Investment, minus (e) (i) any costs, fees commissions, premiums and expenses actually incurred by any Obligor directly incidental to such Cash receipts and paid
in cash to a Person that is not an Affiliate of an Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses, (ii) any amounts necessary to meet tax
obligations from associated gain and (iii) amounts estimated in good faith by the Borrower to be necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in clauses (i), (ii) and
(iii) of Section 6.05(b) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of such Return of Capital. 

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

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., a New York
corporation, or any successor thereto. 
 “SBA” means the United States Small Business Administration or any Governmental
Authority succeeding to any or all of the functions thereof. 
 “SBIC Entities” means THL Credit SBIC GP, LLC and THL
Credit SBIC, LP. 
 “SBIC Subsidiary” means any Subsidiary of the Borrower (or such Subsidiary’s general partner or
manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted
and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, directly or indirectly, Subsidiary of an entity referred to in clause (x)(i) of this definition and (y) designated by the
Borrower (as provided below) as an SBIC Subsidiary, so long as: 
 (a) other than pursuant to a Permitted SBIC Guarantee or the requirement
by the SBA that the Borrower make an equity or capital contribution to the SBIC Subsidiary in connection with its incurrence of SBA Indebtedness (provided that such contribution is permitted by Section 6.03(e) and is made substantially
contemporaneously with such incurrence), no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is Guaranteed by the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary),
(ii) is recourse to or obligates the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary) in any way, or (iii) subjects any property of the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary) to the
satisfaction thereof; 
 (b) other than pursuant to a Permitted SBIC Guarantee or as permitted under Section 6.03(h), neither the
Borrower nor any of its Subsidiaries has any material contract, agreement, arrangement or understanding with such Person other than on terms no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from
Persons that are not Affiliates of the Borrower or such Subsidiary; and 

  
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 (c) neither the Borrower nor any of its Subsidiaries (other than any SBIC Subsidiary) has
any obligation to such Person to maintain or preserve its financial condition or cause it to achieve certain levels of operating results; and (d)such Person has not Guaranteed or become a co-borrower under, and has not granted a security interest in
any of its properties to secure, and the Equity Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities or obligations of any one or more of the Obligors. 

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

Notwithstanding anything to the contrary in clause (x) of this definition, the SBIC Entities shall be deemed “SBIC
Subsidiaries” without THL Credit SBIC, LP being required to (i) have applied and be pursuing an application for the granting of a “small business investment company” license by the SBA or (ii) be a “small business
investment company” licensed by the SBA, provided that none of the Borrower nor any of its Subsidiaries may convey, sell, lease, transfer or otherwise dispose of any assets to, or make any Investments in, such SBIC Entities prior to the
date on which THL Credit SBIC, LP has obtained a license (or received a “green light letter”) from the SBA to operate as a “small business investment company” (other than as provided in Sections 6.03(h) and 6.04(i));
provided, further, that all restrictions relating to SBIC Subsidiaries other than the restriction in clause (x) above shall continue to apply to such SBIC Entities at all times. 

“Screen Rate” means the LIBOR Screen Rate or the CDOR Screen Rate, as the context may require. 

“SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of
the functions thereof. 
 “Secured Longer-Term Indebtedness” means, as at any date, Indebtedness for borrowed money of the
Borrower (other than Indebtedness hereunder) (which may be Guaranteed by Subsidiary Guarantors) that; 
 (a) has no amortization (other than
amortization in an amount not greater than 1.00% of the aggregate initial principal amount of such Indebtedness per annum) or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the
Maturity Date; 
 (b) is incurred pursuant to documentation containing (i) financial covenants, covenants governing the borrowing base,
if any, portfolio valuations and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally) that are no more restrictive upon the
Borrower and its Subsidiaries than those set forth in this Agreement (provided that, upon the Borrower’s written request, this Agreement will be deemed automatically amended (and, upon 

  
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the request of the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent shall promptly enter into a written amendment evidencing such amendment (which amendment
shall be binding on all Lenders)), mutatis mutandis, solely to the extent necessary to make such covenants more restrictive as may be necessary to meet the requirements in this clause (b) and (ii) other terms (other than interest
and any commitment or related fees) that are no more restrictive in any material respect upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in this Agreement; and 

(c) ranks pari passu with the obligations under this Agreement and is not secured by any assets of any Person other than any assets of any
Obligor pursuant to the Security Documents and the holders of which, or the agent, trustee or representative of such holders have agreed to either (x) be bound by the provisions of the Security Documents by executing the joinder attached as
Exhibit E to the Guarantee and Security Agreement or (y) be bound by the provisions of the Security Documents in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent. For the avoidance of doubt, Secured
Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Secured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this
definition. 
 “Security Documents” means, collectively, the Guarantee and Security Agreement, the Custodian Agreement, all
Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement, and all other assignments, pledge agreements, security agreements, control
agreements and other instruments executed and delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under and as
defined in the Guarantee and Security Agreement. 

“Senior
Coverage Ratio” means the ratio of (A) the aggregate fair value (with regard to Eligible Portfolio Investments, the Value as determined in accordance with Section 5.12(b)(ii)) of the Collateral of the Obligors (excluding Collateral
that represents Equity Interests in Financing Subsidiaries and joint ventures and excluding any Tender Offer Equity Proceeds until the Completion of the Tender Offer) to (B) the Covered Debt Amount. 
 “Senior Securities” means senior securities (as such term is defined and
determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder). 
 “Significant
Unsecured Indebtedness Event” means that the aggregate principal amount of Unsecured Longer-Term Indebtedness plus the aggregate principal amount of Unsecured Shorter-Term Indebtedness plus the aggregate amount of Other
Permitted Indebtedness exceeds, at the time of determination, the sum of (A) the excess of the Borrowing Base over the Covered Debt Amount plus (B) 30% of the excess of Stockholders’ Equity over Obligors’ Net Worth. 

  
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 “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). 
 “Specified Notes” means the 2022
Notes. 
 “Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer
of such Equity Interest; provided that (a) such Lien was created to secure indebtedness owing by such issuer to such creditors, (b) such indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest,
(ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the
Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral. 

“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). 

“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 

  
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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. 
 “Step-Up Condition” means any time that one or both of the following conditions are met: (x) the Covered Debt
Amount exceeds 80% of the Borrowing Base then in effect and/or (y) the Asset Coverage Test is less than 1.75 to 1.00, in each case as certified (and, in the case of the test described in clause (x) above, as shown in reasonable detail) on
the most recently delivered Borrowing Base Certificate and/or Borrowing Request delivered to the Administrative Agent; provided that with respect to any date as to which no such certification was provided on the most recently delivered Borrowing
Base Certificate and/or Borrowing Request, the Step-Up Condition shall be deemed to be satisfied as of such date. 

“Stockholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in
accordance with GAAP, of stockholders’ equity for the Borrower and its Subsidiaries at such date (excluding any
Tender Offer Equity Proceeds until the Completion of the Tender Offer). 

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

(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
(other than property that has been contributed or sold or otherwise transferred to such Subsidiary in accordance with the terms Section 6.03(e)), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings or any Guarantee thereof; 
 (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; and 

  
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 (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. 

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. 
 “Subsidiary” means, with respect to any
Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that
is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not
include any Person that constitutes an Investment held by the Borrower in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower. Unless otherwise specified, “Subsidiary” means
a Subsidiary of the Borrower. 
 “Subsidiary Guarantor” means any Subsidiary that is or is required to be a Guarantor under
the Guarantee and Security Agreement. It is understood and agreed that (a) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains an Excluded Subsidiary as defined and described herein and (b) THL OEMG
shall not be required to be a Subsidiary Guarantor, for so long as (i) THL OEMG does not have any material assets other than its direct or indirect (through one or more entities) interest in OEM Group, LLC and/or any of its Affiliates or
successors, (ii) THL OEMG does not engage in any business or business activity other than any business or business activity conducted by THL OEMG on the Restatement Effective Date and any business or business activities incidental or related
thereto, or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto and (iii) the aggregate amount of new Investments made in THL OEMG after
the Restatement Effective Date does not exceed $10,000,000 (excluding, for purposes of calculating the foregoing basket, any Investment in THL OEMG that is converted, exchanged, sold, assigned, transferred or conveyed for another Investment in THL
OEMG after the Restatement Effective Date). 
 “Taxes” means any and all present or future taxes levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority. 
 “Tender Offer” means that certain tender offer, as described in the Schedule 14A proxy statement filed by the
Borrower on April 1, 2020 (as supplemented by the related definitive proxy statement), in an amount not
to exceed $30,000,000 and to be made solely with the Tender Offer Equity Proceeds. 

  
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“Tender
Offer Equity Proceeds” means the net cash proceeds of a common equity contribution to the Borrower by First Eagle and its Affiliates to be made on or after the Amendment No. 5 Effective Date and designated in writing by the Borrower to the
Administrative Agent as the “Tender Offer Equity Contribution.” 

“Term Loan Credit Facility” means the Amended and Restated Senior Secured Term Loan Credit Agreement, dated as of
August 19, 2015, among the Borrower, the lenders party thereto and ING Capital LLC, as administrative agent. 
 “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 obligations), all Letters of Credit have
(w) expired, (x) been terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each case, all LC
Disbursements then outstanding have been reimbursed. 
 “THLCA Acquisition Date” means the date on which First Eagle
completes its acquisition of THL Credit Advisors LLC, pursuant to the Agreement and Plan of Merger Agreement dated December 8, 2019, as may be amended, restated, supplemented or otherwise modified from time to time. 

“THL OEMG” means THL Credit OEMG Investor, Inc., a Delaware corporation. 

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

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and other Loan Documents, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 
 “Transparent
Subsidiary” means an entity classified as a partnership or as a disregarded entity for U.S. federal income tax purposes directly or indirectly owned by an Obligor that has no material assets other than Equity Interests (held directly or
indirectly through other Transparent Subsidiaries) in one or more CFCs. 
 “Type”, when used in reference to any Loan or
Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

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

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

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

“United States” means the United States of America. 

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

“Unsecured Longer-Term Indebtedness” means any Indebtedness for borrowed money of the Borrower that; 

(a) has no amortization or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months
after the Maturity Date (it being understood that (i) the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity
Interests, except in the case of interest expenses or fractional shares (which may be payable in cash)) shall not constitute “amortization”, “redemption”, “repurchase” or “repayment” for the purposes of this
definition and (ii) any mandatory amortization, redemption, repurchase or prepayment obligation or put right that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or
bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding the foregoing in this clause (ii), the Borrower acknowledges that any payment prior to the Termination Date in respect of
any such obligation or right shall only be made to the extent permitted by Section 6.12)). 
 (b) is incurred pursuant to terms that are
substantially comparable to (or more favorable to the Borrower than) market terms for substantially similar debt of other similarly situated borrowers (or, if such transaction is not one in which there are market terms for substantially similar debt
of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s-length basis) in the Borrower’s reasonable judgment (in each case other than financial covenants and events of default (other than events of
default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be no more restrictive upon the Borrower and its Subsidiaries, prior to the Termination Date,
than those set forth in this Agreement; provided that, upon the Borrower’s written request, this Agreement will be deemed automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower and the
Administrative Agent shall promptly enter into a written amendment evidencing such amendment (which shall be binding upon all Lenders)), mutatis mutandis, solely to the extent necessary to make such covenants more restrictive to meet the
requirements in this clause (b)) (it being understood that put rights or repurchase or redemption obligations (x) in the case of 

  
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convertible securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its
Capital Stock or (y) arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed to be
more restrictive for purposes of this definition), and 
 (c) is not secured by any assets of any Person. For the avoidance of doubt,
Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the
requirements of this definition. 
 Notwithstanding the foregoing, each of the Specified Notes shall continue to be deemed Unsecured
Longer-Term Indebtedness in all respects despite the fact that the maturity date of the Specified Notes is prior to the date that is six months after the Maturity Date, so long as each of the Specified Notes continues to comply with all other
requirements of this definition, until the date that is 9 months prior to the scheduled maturity of any Specified Notes; provided that, from and after the date that is 9 months prior to the scheduled maturity of any Specified Notes, such
Specified Notes shall be reclassified as Unsecured Shorter-Term Indebtedness; provided further that such reclassification shall not be considered an “incurrence” for purposes of clauses (w) through (z) of
Section 6.01(b). 
 “Unsecured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of the
Borrower or any of its Subsidiaries for borrowed money that is not secured by any assets of any Person and that does not constitute Unsecured Longer-Term Indebtedness (including any Specified Notes from and after the date that is 9 months prior to
the scheduled maturity of such Specified Notes) and (b) any Indebtedness of the Borrower or any of its Subsidiaries that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a). For the avoidance of
doubt, Unsecured Shorter-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Shorter-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the
requirements of clause (a). 
 “U.S. Government Securities” means securities that are direct obligations of, and
obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States
and in the form of conventional bills, bonds, and notes. 
 “Valuation Testing Date” has the meaning assigned to such term
in Section 5.12(b)(ii). 
 “Value” has the meaning assigned to such term in Section 5.13. 

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

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

“Write-Down and Conversion Powers” means, 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. 

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

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

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 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), then Borrower, Administrative Agent and the Lenders agree to enter into negotiations 

  
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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’s financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by
Borrower, Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective.
Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Accounting Standard Codification 825, all determinations relating to fair
value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Accounting Standard Codification 825. For the avoidance of doubt, leases shall continue to be
classified and accounted for on a basis consistent with GAAP as in effect on the date hereof for all purposes of this Agreement, notwithstanding any change in GAAP related hereto. 

SECTION 1.05. Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency”
or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except as provided in
Section 2.09(b) and the last sentence of Section 2.16(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of
Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency
Commitments, (iii) the Revolving Multicurrency Credit Exposure or the Revolving Credit Exposure, (iv) the LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value of any Portfolio
Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be
deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with
the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be; provided that in connection with the delivery of any Borrowing Base Certificate pursuant to
Section 5.01(d) or (e), such amounts shall be determined as of the date of the delivery of such Borrowing Base Certificate. Wherever in this Agreement in connection with a Borrowing, Loan or Letter of Credit an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar Amount (rounded to the nearest 1,000
units of such Foreign Currency). Without limiting the generality of the foregoing, for purposes of determining compliance with any basket in Sections 2.09(d), 5.08(c)(ii), 6.01(e), 6.03(g) or 6.04(j) of this Agreement, in no event shall the Borrower
or any Obligor be deemed to not be in compliance with any such basket solely as a result of change in exchange rates. 

  
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 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. 

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

(a) each Dollar Lender agrees to make Dollar Loans to the Borrower from time to time during the Availability Period in an aggregate principal
amount that will not result in (a) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (b) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the aggregate Dollar
Commitments or (c) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and 
 (b) each Multicurrency Lender
agrees to make Multicurrency Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Multicurrency Credit Exposure exceeding such
Lender’s Multicurrency Commitment, (b) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the aggregate Multicurrency Commitments or (c) the total Covered Debt Amount exceeding the Borrowing Base
then in effect. 
 Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.


  
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 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 2.12, each Borrowing of a Class shall be constituted entirely of ABR Loans or of Eurocurrency
Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each ABR Loan shall be denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, and (ii) in
exercising such option, such Lender shall use reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines
would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the
provisions of Section 2.13 shall apply). 
 (c) Minimum Amounts. Each Eurocurrency Borrowing shall be in an aggregate 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 or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(f). Borrowings of more than one Class, Currency or Type may be
outstanding at the same time. 
 (d) Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request (or to elect to convert to or continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period requested therefor would end after the Maturity Date. 

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

  
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 (f) Restatement Effective Date Adjustments. 

(i) On the Restatement Effective Date, Borrower shall (A) prepay the Existing Loans (if any) in full,
(B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment (plus the amount of any additional borrowings that may have been requested by the Borrower at such time); provided that with respect to subclauses
(A) and (B), (x) the prepayment to, and borrowing from, any Existing 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)) and (C) pay to the Lenders the amounts, if any, payable under Section 2.15 of the Existing Credit Agreement as a result of any such prepayment. Each of the 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, and hereby consents to the non-pro rata payment described in this Section 2.02(f)(i). 

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

SECTION 2.03. Requests for Borrowings. 

(a) Notice by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone
(i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in a
Foreign Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the
date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. 
 (b) Content of Borrowing Requests. Each telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02: 
 (i) whether such Borrowing is to be made
under the Dollar Commitments or the Multicurrency Commitments; 

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

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

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

(vii)
 a certification as to whether the Step-Up Condition is met
as of such date (including, with respect to the test set forth in clause (x) of the definition of “Step-Up Condition”, reasonably detailed calculations). 

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

(d) Failure to Elect. If no election as to the Class of a Borrowing denominated in Dollars is specified, then the requested Borrowing
shall be deemed to be under both the Multicurrency Commitments and Dollar Commitments, provided however, that if no election as to a Class is specified but an Agreed Foreign Currency has been specified then the requested Borrowing shall be
deemed to be under the Multicurrency Commitments. If no election as to the Currency of a Borrowing is specified, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of a Borrowing is specified, then the
requested Borrowing shall be a Eurocurrency Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign Currency
and having an Interest Period of one month. If a Eurocurrency Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested
Borrowing shall be a Eurocurrency Borrowing denominated in Dollars having an Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. 
 SECTION 2.04. Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, in addition to the Loans provided in Section 2.01, the Borrower
may request the Issuing Bank to issue, at any time and from time to time during the Availability Period and under the Multicurrency Commitments, Letters of Credit denominated in Dollars or in any Agreed Foreign Currency for its own account or for
the account of its designee (provided the Obligors shall remain primarily liable to the Lenders hereunder for payment and reimbursement of all amounts payable in respect 

  
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of such Letter of Credit hereunder) for the purposes set forth in Section 5.09 in such form as is acceptable to the Issuing Bank in its reasonable determination and for the benefit of such
named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the Multicurrency Commitments up to the aggregate amount then available to be drawn thereunder. 

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

(c) Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon the issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that) after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for
these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $20,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate
Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect. 
 (d)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months
after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date); provided that any Letter of Credit with a one-year term may provide
(pursuant to customary “evergreen” provisions) for the renewal thereof for additional one-year periods; provided, further, that (x) in no event shall any Letter of Credit have an expiration date that is later than the
Revolver Termination Date unless the Borrower (1) Cash Collateralizes such Letter of Credit on or prior to the date that is two (2) Business Days prior to the Revolver Termination Date (by reference to the undrawn face amount of such
Letter of Credit) that will remain outstanding as of the close of business on the Revolver Termination Date and (2) pays in full, on or prior to the Revolver Termination Date, all commissions required to be paid with respect to any such Letter
of Credit through the then-current expiration date of such Letter of Credit and (y) no Letter of Credit shall have an expiration date after the Maturity Date. 

  
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 (e) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Multicurrency Lender, and each Multicurrency Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Multicurrency Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, provided that no Multicurrency Lender shall be required to purchase a participation in a Letter of Credit pursuant to this
Section 2.04(e) if (x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit was issued and (y) the Required Multicurrency Lenders shall have so notified the
Issuing Bank in writing and shall not have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist. 

In consideration and in furtherance of the foregoing, each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing Bank at any time
from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment
obligations of the Multicurrency Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Multicurrency Lenders. Promptly following receipt by the Administrative Agent of any payment from
the Borrower pursuant to paragraph (f), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Multicurrency Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement. 
 (f) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 p.m., New York City
time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Borrower receives
such notice, if such notice is not received prior to such time, provided that, if such LC 

  
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Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed
with a Eurocurrency Borrowing having an Interest Period of one month’s duration of either Class in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the
resulting Eurocurrency Borrowing having an Interest Period of one month’s duration. 
 If the Borrower fails to make such payment when
due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Multicurrency Percentage thereof. 

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

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

(i) the Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter
of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such
Letter of Credit; 
 (ii) the Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents
and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and 

  
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 (iii) this sentence shall establish the standard of care to be exercised by
the Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent
with the foregoing). 
 (h) Disbursement Procedures. The Issuing Bank shall, within a reasonable time following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or by email) of
such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such LC Disbursement. 
 (i) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to
but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Eurocurrency Loans having an Interest Period of one month’s duration; provided that, if the Borrower fails to reimburse
such LC Disbursement within two Business Days following the date when due pursuant to paragraph (f) of this Section, then the provisions of Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for
account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Bank shall be for account of such Lender to the extent of such
payment. 
 (j) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. In addition to the foregoing, if a Lender becomes, and during the
period in which it remains, a Defaulting Lender, and any Default has arisen from a failure of the Borrower to comply with Section 2.17(c), then the Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign
as Issuing Bank, effective at the close of business New York City time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice). On or after the effective date of any such
resignation, the Borrower and the Administrative Agent may, by written agreement, appoint a successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement under
any of the foregoing circumstances shall become effective, the Borrower shall pay all unpaid fees accrued for account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit. 

  
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 (k) Cash Collateralization. If the Borrower shall be required or shall elect, as the
case may be, to provide cover for LC Exposure pursuant to Section 2.04(d), Section 2.09(b), Section 2.17(c)(ii) or the last paragraph of Article VII, the Borrower shall immediately Cash Collateralize such LC Exposure. Such Cash
Collateral shall be held by the Administrative Agent in the first instance as collateral for LC Exposure under this Agreement and thereafter for the payment of the “Secured Obligations” as defined in the Guarantee and Security Agreement,
and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Issuing Bank and the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform
Commercial Code) or other property held therein. 
 (l) Existing Letters of Credit. The parties hereto acknowledge and agree that all
Existing Letters of Credit are deemed to be issued under this Agreement by the Issuing Bank at the request of the Borrower and shall constitute Letters of Credit hereunder for all purposes, and no notice of issuance thereunder shall be required
hereunder. Each reference herein to the issuance of a Letter of Credit shall include any such deemed issuance. All fees accruing on the Existing Letters of Credit on and after the date hereof shall be for the account of the Issuing Bank and the
Lenders as provided herein (provided that, for the avoidance of doubt, no fee shall be owed, due or paid to the Issuing Bank on the Amendment No. 1 Effective Date as an issuance fee). 

SECTION 2.05. Funding of Borrowings. 

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 1:00 p.m., New York 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; provided that Borrowings made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the Issuing Bank. 
 (b)
Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the Federal Funds 

  
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Effective Rate and (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder, and shall be without prejudice to any claim the Borrower may have against a Lender that
shall have failed to make such payment to the Administrative Agent. 
 SECTION 2.06. Interest Elections. 

(a) Elections by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing
of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Borrowing, may elect the Interest Period therefor, all as provided in this Section; provided, however that (i) a
Borrowing of a Class may only be continued or converted into a Borrowing of the same Class, (ii) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (iii) no Eurocurrency
Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, the aggregate Revolving Multicurrency Credit Exposures would exceed the aggregate Multicurrency Commitments, and (iv) a Eurocurrency Borrowing
denominated in a Foreign Currency may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders of the respective Class holding the Loans constituting such Borrowing (except as provided under Section 2.12(b)), and the Loans constituting each such portion shall be considered a separate Borrowing. 

(b) Notice of Elections. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such
election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly (but no later than the close of business on the date of such request) by hand delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the Borrower. 
 (c) Content of Interest Election Requests. Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: 

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

  
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 (ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day; 
 (iii) whether, in the case of a Borrowing denominated in Dollars, the
resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and 
 (iv) if the resulting Borrowing is a
Eurocurrency Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d), provided that there
shall be no more than ten (10) separate Borrowings outstanding at any one time. 
 (d) Notice by the Administrative Agent to the
Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect
to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be
converted to a Eurocurrency Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency
Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any Eurocurrency Borrowing denominated in a Foreign Currency shall not
have an Interest Period of more than one month’s duration. 
 SECTION 2.07. Termination, Reduction or Increase of the
Commitments. 
 (a) Scheduled Termination. Unless previously terminated in accordance with the terms of this Agreement, on the
Revolver Termination Date the Commitments of each Class shall automatically be reduced to an amount equal to the aggregate principal amount of the Loans and LC Exposure of all Lenders of such Class outstanding on the Revolver Termination Date and
thereafter to an amount equal to the aggregate principal amount of the Loans and LC Exposure of such Class outstanding after giving effect to each payment of principal and each expiration or termination of a Letter of Credit hereunder;
provided that, for clarity, except as expressly provided for herein (including, without limitation, Section 2.04(e)) no Lender shall have any obligation to make new Loans or to issue, amend or renew an existing Letter of Credit on or
after the Revolver Termination Date, and any outstanding amounts shall be due and payable on the Maturity Date in accordance with Section 2.08. 

  
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 (b) Voluntary Termination or Reduction. The Borrower may at any time terminate, or
from time to time reduce, the Commitments ratably among each Class; provided that (i) each reduction of the Commitments pursuant to this Section 2.07(b) shall be in an amount that is $5,000,000 or a larger multiple of $1,000,000 in
excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with Section 2.09, the total Revolving Credit Exposures of such
Class would exceed the total Commitments of such Class. 
 (c) Notice of Voluntary Termination or Reduction. The Borrower shall notify
the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the
effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination 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, 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 Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Revolver Termination Date; provided that each Lender may determine in its sole discretion whether or not it
chooses to participate in a Commitment Increase; provided, further that: 
 (A) the minimum amount of the
Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000 in excess thereof (or such smaller
increments as may be agreed by the Administrative Agent, in its sole discretion), 
 (B) immediately after giving effect to
such Commitment Increase, the total Commitments of all of the Lenders hereunder as of the Commitment Increase Date shall not exceed the lesser of $300,000,000 and the Obligors’ Net Worth; 

  
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 (C) each Assuming Lender shall be consented to by the Administrative Agent
and the Issuing Bank (which consent shall not be unreasonably withheld); 
 (D) no Default shall have occurred and be
continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and 
 (E) the
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which
shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific
date). 
 (ii) Effectiveness of Commitment Increase by Borrower. The Assuming Lender, if any, shall become a Lender
hereunder as of such Commitment Increase Date and the Commitment of the respective Class of any Increasing Lender and such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: 

(x) the Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase
Date (or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing
paragraph (i) has been satisfied; and 
 (y) each Assuming Lender or Increasing Lender shall have delivered to the
Administrative Agent, on or prior to 11:00 a.m., New York City time on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement, in form and substance satisfactory to the
Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming
Lender and the Borrower and acknowledged by the Administrative Agent. 
 Promptly following satisfaction of such conditions, the
Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system. 

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

  
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 (iv) Adjustments of Borrowings upon Effectiveness of Increase. On the
Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans (if any) of such Class in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount equal to such prepayment; provided that with
respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such
Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such
Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Lenders of such Class (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any,
payable under Section 2.14 as a result of any such prepayment. Notwithstanding the foregoing, unless otherwise consented in writing by the Borrower, no Commitment Increase Date shall occur on any day other than the last day of an Interest
Period. Concurrently therewith, the Lenders with Multicurrency Commitments shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their
Multicurrency Commitments as so increased. Immediately prior to the effectiveness of the new Commitments on the Commitment Increase Date, the Administrative Agent shall amend Schedule 1.01(b) to reflect the aggregate amount of each Lender’s
Dollar Commitments and Multicurrency Commitments (including Increasing Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in this Agreement shall be to Schedule 1.01(b) as amended pursuant to this Section. 

SECTION 2.08. Repayment of Loans; Evidence of Debt. 

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

(b) Manner of Payment. Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select the
Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than the time set forth in Section 2.09(f) 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 other Borrowings of such Class in the order of the remaining duration of their respective
Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing (except as otherwise provided in Section 2.12(b)).


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

(e) Effect of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section shall be
prima facie evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 (f) Promissory
Notes. Any Lender may request that Loans of any Class made by it be evidenced by a promissory note; in such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such
Lender, to such Lender and its permitted registered assigns) and in 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 2.09. Prepayment of Loans. 

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time (but subject to Section 2.09(ef)) to prepay any Borrowing in whole or in part, without premium or fee (but subject to Section 2.14), subject to the requirements of this Section. Each prepayment in part under this Section 2.09 shall be
in a minimum amount of $1,000,000 or a larger multiple of $100,000. 
 (b) Mandatory Prepayments due to Changes in Exchange
Rates. 
 (i) Determination of Amount Outstanding. On each Quarterly Date and, in addition, promptly upon the
receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal
amount of any Loan or LC Exposure that is denominated in any 

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

(ii) Prepayment. If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure minus the
Cash Collateralized LC Exposure exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall promptly prepay the Multicurrency Loans (and/or Cash Collateralize LC Exposure as contemplated by
Section 2.04(k)) in such amounts as shall be necessary so that after giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. 

For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Multicurrency Lenders to the Administrative Agent stating that
such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the aggregate Revolving Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more than one valuation
determination pursuant to Currency Valuation Notices within any rolling three month period. 
 Any prepayment made pursuant to this paragraph shall be
applied first, to the Multicurrency Loans outstanding and second, as cover for LC Exposure. 
 (c) Mandatory Prepayments due to Borrowing
Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to
Section 
2.09(ef)) Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total
Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to
Section 
2.09(ef
)) either prepay (x) the Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the
Other Covered Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured (and, as among the Loans (and Letters of Credit) and the Other Covered Indebtedness, at least ratably (based on the outstanding
principal amount of such Indebtedness) as to payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness), provided that if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a
reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day
period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment 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 2.09(c)). Notwithstanding the foregoing, the Borrower shall pay interest in 

  
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accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base
Deficiency is not cured prior to the end of such 5 Business Day period (or, if applicable, such 30- Business Day period), it is shall constitute an Event of Default under clause (a) of Article VIII. 

(d) Mandatory Prepayments due to Certain Events Following Availability Period. Subject to Sections 2.09(ef) and
(fg) below: 
 (i) Asset Sales. In the event that any Obligor shall receive
any Net Asset Sale Proceeds at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Net Asset Sale Proceeds, prepay the Loans in an amount equal to such Net Asset Sale
Proceeds (and the Commitments shall be permanently reduced by such amount); provided, that with respect to Asset Sales of assets that are not Portfolio Investments, the Borrower shall not be required to prepay the Loans unless and until (and
to the extent that) the aggregate Net Asset Sale Proceeds relating to all such Asset Sales are greater than $2,000,000. 

(ii) Extraordinary Receipts. In the event (but only to the extent) that the aggregate Extraordinary Receipts received by
the Obligors at any time after the Availability Period exceeds $5,000,000, the Borrower shall, no later than the third Business Day following the receipt of such excess Extraordinary Receipts, prepay the Loans in an amount equal to such excess
Extraordinary Receipts (and the Commitments shall be permanently reduced by such amount). 
 (iii) Returns of Capital.
In the event that any Obligor shall receive any Return of Capital at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Return of Capital, prepay the Loans in an amount
equal to 90% of such Return of Capital (and the Commitments shall be permanently reduced by such amount); provided, that if the Loans to be prepaid are Eurocurrency Loans, the Borrower may defer such prepayment (and permanent Commitment
reduction) until the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an amount equal to 90% of such Return of Capital, no later than the third Business Day following the receipt of such Return of Capital,
into a segregated collateral account in the name and under the dominion and control of the Administrative Agent pending application of such amount to the prepayment of the Loans (and permanent reduction of the Commitments) on the last day of such
Interest Period. 
 (iv) Equity Issuances. In the event that the Borrower shall receive any Cash proceeds from the
issuance of Equity Interests of the Borrower (other than up to $2,000,000 of proceeds from issuance(s) of Equity Interests to managers, partners, members, directors, officers, employees or consultants of the Investment Advisor) at any time after the
Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net of underwriting discounts and
commissions or other similar payments and other costs, fees, premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount).


  
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 (v) Indebtedness. In the event that any Obligor shall receive any
Cash proceeds from the issuance of Indebtedness (excluding Hedging Agreements permitted by Section 6.01 and other Indebtedness permitted by Section 6.01(f), (g), or (l)) at any time after the Availability Period, such Obligor shall, no
later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, commissions,
premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount). 

Notwithstanding the foregoing, and subject to clause (e) below, if, in connection with any of the events specified in this
Section 2.09(d), the Borrower receives any proceeds or Return of Capital in an Agreed Foreign Currency, the Borrower shall be permitted to pay just the then outstanding Loans denominated in such Agreed Foreign Currency (applied ratably among
just the Multicurrency Lenders); provided that any such proceeds or Return of Capital remaining after the Loans denominated in such Agreed Foreign Currency have been paid in full shall be converted to Dollars and paid ratably among the Dollar
Lenders and the Multicurrency Lenders in accordance with clause (f) below. 
 (e) Revolver Termination Date. Not later than the third Business Day following the end of the Availability Period, the Borrower
shall use the excess of (A) cash and cash equivalents of the Borrower and its Subsidiaries over the sum of (B) (i) the amount of the Borrower’s existing commitments (which include unfunded delayed draw and revolver commitments)
to make Portfolio Investments as of such date, (ii) the amount of the Borrower’s existing obligations or the amount of cash the Borrower intends to use to make distributions and dividends at such time, but in an aggregate amount not to
exceed the net investment income of the Borrower for the immediately preceding fiscal quarter that has not been previously distributed and (iii) $7,500,000 to prepay the Loans. 

(f)
 (e) Mandatory Prepayment of Eurocurrency Loans. If
the Loans to be prepaid pursuant to Sections 2.09(d)(i), (ii), (iii), (iv) or (v) are Eurocurrency Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest Period applicable to
such Loans, so long as the Borrower deposits an amount equal to such Net Asset Sale Proceeds, Extraordinary Receipts, Returns of Capital, Cash proceeds from the issuance of Equity Interests and Cash proceeds from the issuance of Indebtedness, no
later than the third Business Day following the receipt of such Net Asset Sale Proceeds, Extraordinary Receipts, Returns of Capital, Cash proceeds from the issuance of Equity Interests and Cash proceeds from the issuance of Indebtedness, into a
segregated collateral account in the name and under the dominion and control (within the meaning of Section 9-104 of the Uniform Commercial Code) of the Administrative Agent pending application of such amount to the prepayment of the Loans (and
permanent reduction of the Commitments) on the last day of such Interest Period. 

  
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(g)
 (f) Notices, Etc. The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing denominated in Dollars under Section 2.09(a), not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing denominated in Foreign Currency under Section 2.09(a), not later than 11:00 a.m., London time, four Business Days before the date
of prepayment, (iii) in the case of prepayment of an ABR Borrowing under Section 2.09(a), not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided, that, if a notice
of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.07 and any such notices given in connection with any of the events specified in Section 2.09(d) may be conditioned upon (x) the consummation of the issuance of Equity Interests or Indebtedness (as applicable) or (y) the
receipt of net cash proceeds from Extraordinary Receipts or Returns of Capital. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Subject to clauses
(b) and (e) above and to the proviso of Section 2.16(c), each prepayment in Dollars shall be applied ratably (based on the outstanding principal amounts of such indebtedness) between the Dollar Lenders and the Multicurrency Lenders
based on the then outstanding Loans denominated in Dollars and each prepayment in an Agreed Foreign Currency (including as a result of the Borrower’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency) shall be applied
ratably among the Multicurrency Lenders. In the event the Borrower is required to make any concurrent prepayments under both paragraph (b) and also another paragraph of this Section 2.09, any such prepayments shall be applied toward a
prepayment pursuant to paragraph (b) before any prepayment pursuant to any other paragraph of this Section 2.09. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and shall be made in the
manner specified in Section 2.08(b). 

(h)
 (g) Payments Following Availability Period or During an
Event of Default. Notwithstanding any provision to the contrary in Section 2.08 or this Section 2.09, following the end of the Availability Period: 

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

(ii) Any prepayment of Loans in Dollars required to be made in connection with any of the events specified in
Section 2.09(d) shall be applied ratably between the Dollar Lenders and the Multicurrency Lenders based on the then outstanding principal amounts of Loans denominated in Dollars; provided, that, so long as no Event of Default


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

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

 SECTION 2.10. Fees. 

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall
accrue at the Applicable Commitment Fee Rate on the unused amount of the Commitment of such Lender, if any, on each day during the period from and including the Restatement Effective Date to the earlier of the date the Commitments terminate and the
Revolver Termination Date. Accrued commitment fees shall be payable within one Business Day after each Quarterly Date and on the earlier of the date the Commitments of the respective Class terminate and the Revolver Termination Date, commencing on
the first such date to occur after the Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). For purposes of computing commitment fees, the Commitments of any Class of a Lender shall be deemed to be used to the extent of the outstanding Loans of such Class and LC Exposure of such Class of all Lenders. 

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Multicurrency Lender
a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Eurocurrency Loans on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Amendment No. 1 Effective Date to but excluding the later of the date on which such Lender’s Multicurrency
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and after the Amendment No. 1 Effective Date to but excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing 

  
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Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to occur after the Amendment No. 1 Effective Date; provided that all such fees with
respect to the Letters of Credit shall be payable on the earlier of the Revolver Termination Date and the date on which all Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such earlier date, the
“termination date”) and the Borrower shall pay any such fees that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date,
the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of
Credit are scheduled to expire (and in that connection, the Multicurrency Lenders agree not later than the date two Business Days after the date on which the last such Letter of Credit shall expire or be terminated to rebate the Borrower the excess,
if any, of the aggregate participation and fronting fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 Business Days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts
and at the times separately agreed upon between the Borrower and the Administrative Agent. 
 (d) Fees, Expenses and Interest. The
Borrower shall have paid in full to the Administrative Agent and the Lenders all fees, expenses and accrued but unpaid interest related to this Agreement owing on the Restatement Effective Date, including any up-front fee due to any Lender on the
Restatement Effective Date (provided that such fees, expenses and interest may be paid, at the Administrative Agent’s discretion, out of the Loans made on the Restatement Effective Date). All fees payable hereunder shall be paid on the dates
due, in Dollars and in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances absent manifest error. Any fees representing the Borrower’s reimbursement obligations of expenses, to the extent requirements of invoice not otherwise specified in this Agreement, shall be
due (subject to the other terms and conditions contained herein) within ten Business Days of the date that the Borrower receives from the Administrative Agent a reasonably detailed invoice for such reimbursement obligations. 

SECTION 2.11. Interest. 

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

  
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 (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, (x) automatically, if any Event of Default under Sections 7.01(a), (b),
(d) (solely with respect to a default under Section 6.07), (h), (i) or (j), has occurred and is continuing, or if the Covered Debt Amount exceeds the Borrowing Base during the 30-Business Day period referred to in
Section 2.09(c), and (y) upon the request of the Administrative Agent or the Required Lenders, if any other Event of Default has occurred and is continuing, the interest applicable to Loans shall accrue, and any fee or other amount payable
by the Borrower hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above, or (ii) in
the case of any fee or other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 

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

(e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed (i) by
reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and (ii) on Multicurrency Loans denominated in Agreed Foreign Currency shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent and
such determination shall be conclusive absent manifest error. 
 SECTION 2.12. Eurocurrency Borrowing Provisions. 

(a) Alternate Rate of Interest. Subject to clause (b) below, if prior to the commencement of the Interest Period for any
Eurocurrency Borrowing of a Class (the Currency of such Borrowing herein called the “Affected Currency”): 
 (i)
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for the Affected Currency for such Interest Period; or 

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

  
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 then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (unless prepaid) shall
be continued as, or converted to, an ABR Borrowing and, if the Affected Currency is a Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time, (ii) if the Affected Currency is Dollars and any
Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, any Borrowing Request that requests a Eurocurrency Borrowing
denominated in the Affected Currency shall be ineffective. 
 (b) Effect of Benchmark Transition Event. 

(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the
occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a
Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower
so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the
date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this
Section 2.12(b) will occur prior to the applicable Benchmark Transition Start Date. 
 (ii) Benchmark Replacement
Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. 

(iii) Notices. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the 

  
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commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this
Section 2.12(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of any event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.12(b). 

(iv) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, (A) the Administrative Agent may elect to (and, upon the written request of the Required Lenders, shall) convert any outstanding Loans in a Foreign Currency to Dollars based on the Dollar Equivalent at such time and
(B) the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) in the case
of any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans,
(ii) in the case of any request for a Eurocurrency Borrowing of or conversion to Eurocurrency Loans to be made in any Foreign Currency, such request shall be deemed to be ineffective and (iii) in the case of any request for a continuation
of Eurocurrency Loans to be made in any Foreign Currency, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time. During any Benchmark Unavailability Period, the component of the Alternate Base Rate based upon the
LIBO Rate will not be used in any determination of the Alternate Base Rate. 
 (c) Illegality. Without duplication of any other rights
that any Lender has hereunder, if any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose interest is determined by reference
to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank 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 notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) all Eurocurrency Borrowings 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), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue 

  
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to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Borrowings 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. 
 SECTION 2.13. Increased Costs. 

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

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

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

 (iii) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or Letter of Credit or participation therein; 
 and the result of any of the
foregoing shall be to increase the cost to such Lenders of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing
or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the
case may be, in Dollars, such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity
requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this
Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and 

  
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the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity position), by an amount deemed to be material by such Lender or the Issuing
Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company for any such reduction suffered. 
 (c) Certificates from Lenders. A certificate of a Lender or the
Issuing Bank, setting forth the amount or amounts, in Dollars, necessary to compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, as the case may be, as specified in paragraph (a) or
(b) of this Section shall be promptly delivered to the Borrower and shall be conclusive absent manifest error; provided, however that no Lender shall be requested to disclose confidential or price sensitive information or any
other information, to the extent prohibited by law. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that no Obligor shall be required to compensate a Lender or the Issuing Bank pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the Issuing Bank notifies the Borrower in writing of any such Change in Law giving rise to such increased costs or
reductions. 
 SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of an Interest Period therefor, (c) the failure to
borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.09(f) and is revoked in accordance herewith),
(d) the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) of any Eurocurrency Loan other than on the last day of an Interest Period therefor or (e) the conversion of any Eurocurrency Loan other than on
the last day of an Interest Period therefor as a result of the occurrence of a CAM Exchange, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency
Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of 

(i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in
clauses (a), (b), (c) or (d) of this Section 2.14 denominated in the Currency of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such
Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted
LIBO Rate for such Currency for such Interest Period, over 

  
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 (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in such Currency from other banks in the
Eurocurrency market at the commencement of such period. 
 Payments under this Section shall be made upon written request of a Lender delivered to the
Borrower not later than five Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a written certificate of such Lender setting forth in
reasonable detail the amount or amounts that such Lender is entitled to receive pursuant to this Section, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof. 
 SECTION 2.15. Taxes. 

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any Covered Taxes; provided that if the Borrower shall be required to deduct any Covered Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law. 
 (b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law. 
 (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent, each Lender and the Issuing Bank for and, within 10 Business Days after written demand therefor, pay the full amount of any Covered Taxes or Other Taxes (including Covered Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 2.15(c)) paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, by the Issuing Bank or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) Evidence of
Payments. As soon as practicable after any payment of Covered Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental 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 

  
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Borrower fails to pay any Covered Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Lender as a result of such failure. 

(e) Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. 

In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. 
 Without limiting the generality of the foregoing, if the Borrower is resident for U.S. federal income tax purposes in the
United States, (A) any Lender that is a “United States person” as defined in section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting
requirement; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but, in any event, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: 

(i) duly completed executed originals of Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E, or any
successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party, 
 (ii) duly
completed executed originals of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, 

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

(iv) any other form including Internal Revenue Service Form W-8IMY, as prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to
be made. 
 In addition, each Lender shall deliver such forms promptly upon the expiration or invalidity of any form previously delivered by
such Lender, provided it is legally able to do so at the time. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time that it becomes aware that it no longer satisfies the legal requirements to provide any
previously delivered form or certificate to the Borrower (or any other form of certification adopted by the U.S. or other taxing authorities for such purpose). 

(f) If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower, at the time or times prescribed by law and at
such time or times reasonably requested by the Administrative Agent or the Borrower, as may be necessary for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from any such payment. Solely for purposes of this Section 2.15(f), “FATCA” shall include any amendment made to FATCA after the date hereof.

 (g) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the Issuing Bank determines, in its sole discretion,
that it has received a refund or credit of any Covered Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay to the
Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Covered Taxes or Other Taxes giving rise to such refund or
credit), net of all reasonable out-of-pocket expenses of the Administrative Agent, any Lender or the Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund or credit), provided that the Borrower, upon the request of the Administrative Agent, any Lender or the Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant


  
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Governmental Authority) to the Administrative Agent, any Lender or the Issuing Bank in the event the Administrative Agent, any Lender or the Issuing Bank is required to repay such refund or
credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent, any Lender or the Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph
(g) the payment of which would place the Administrative Agent, such Lender or the Issuing Bank in a less favorable net position after-Taxes than the Administrative Agent, such Lender or the Issuing Bank would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, the Issuing Bank or any Lender to make available its tax returns or its books or records (or
any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. 
 (h) Each of the
Administrative Agent and each Lender represents that as of the Restatement Effective Date (or, in the case of an assignee pursuant to Section 9.04(b)(i), as of the date of assignment) it is not participating in a conduit financing arrangement
as defined in Section 7701(l) of the Code and the regulations thereunder (regardless of whether such arrangement is pursuant to the use of an SPC as defined in Section 9.04(e)) in connection with its participation in any of the Loan
Documents (a “Conduit Financing Arrangement”). Notwithstanding anything to the contrary in this Section 2.15, if the Internal Revenue Service determines that any SPC (as defined in Section 9.04(e)) is a conduit entity
participating in a Conduit Financing Arrangement with respect to any Loan Document and the Borrower was not a participant to such arrangement (other than as a Borrower under this Agreement), then (i) the Borrower shall have no obligation to pay
additional amounts or indemnify the SPC for any Taxes with respect to any payments hereunder to the extent that the amount of such Taxes exceeds the amount that would have otherwise been withheld or deducted had the Internal Revenue Service not made
such a determination and (ii) such SPC shall indemnify the Borrower in full for any and all taxes for which the Borrower is held directly liable under Section 1461 of the Code by virtue of such Conduit Financing Arrangement; provided that
the Borrower (A) promptly forward to the indemnitor an official receipt of such documentation satisfactorily evidencing such payment, (B) contest such tax upon the reasonable request of the indemnitor and at such indemnitor’s cost and
(C) pay such indemnitor within thirty (30) days any refund of such taxes (including interest thereon). 
 SECTION 2.16.
Payments Generally; Pro Rata Treatment: Sharing of Set-offs. 
 (a) Payments by the Borrower. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest, fees, reimbursement of LC Disbursements or under Section 2.13, 2.14 or 2.15, or otherwise) or under any other Loan Document (except to the extent otherwise provided
therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent,
be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly
provided in the relevant Loan Document and except payments to be made directly to the Issuing Bank as expressly provided herein and pursuant to Sections 2.13, 2.14, 2.15 and 9.03, which shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such 

  
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payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day,
the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 

All amounts owing under this Agreement (including commitment fees, payments required under Sections 2.13, and payments required under
Section 2.16 relating to any Loan denominated in Dollars, but not including principal of and interest on any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or
cash collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the
foregoing, if the Borrower shall fail to pay any principal or LC Disbursement of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan or LC Disbursement shall, if such
Loan or LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period)
in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan or LC Disbursement that is not denominated in
Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to
the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand. 
 (b) Application of
Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees of a Class then due hereunder, such funds
shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay
principal and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties. 

(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the
Lenders of such Class, each payment of commitment fee under Section 2.10 shall be made for account of the Lenders of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07,
Section 2.09 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro
rata among the Lenders according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and
continuations of Loans), subject to Section 2.03(e); (iii) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid


  
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principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the
provisions of Sections 2.09(e) and (f)); and (iv) each payment of interest on Loans of a Class by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans of such Class then due and
payable to the respective Lenders; provided however that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency
Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to
the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency. 

(d) Sharing of Payments by Lenders. If any Lender of a Class shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans, or participations in LC Disbursements of a Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and
participations in LC Disbursements, and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation. 
 (e) Presumptions of Payment. Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders and the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the Federal Funds Effective Rate. 

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

SECTION 2.17. Defaulting Lenders. 

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender: 
 (a) commitment fees pursuant to Section 2.10(a) shall cease to accrue on the
unfunded portion of the Commitment of such Defaulting Lender; 
 (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender
shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent
to any amendment or waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)), provided that any waiver, amendment or modification requiring the consent of all Lenders , two-thirds of the Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lender as applicable, shall require the consent of such Defaulting Lender. 

(c) if any LC Exposure exists at the time a Multicurrency Lender becomes a Defaulting Lender then: 

(i) all of any part of such LC Exposure shall be reallocated among the non-Defaulting Multicurrency Lenders in accordance with
their respective Applicable Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting Lender’s Revolving Multicurrency Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of
all non-Defaulting Lenders’ Multicurrency Commitments, (y) no non-Defaulting Lender’s Multicurrency Credit Exposure will exceed such Lender’s Multicurrency Commitment and (z) the conditions set forth in Section 4.02 are
satisfied at such time (and unless the Borrower has notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time); 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any right or remedy available to it hereunder or under law, within three Business Days following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any
partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding; 

  
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 (iii) if the Borrower cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period
such Defaulting Lender’s LC Exposure is cash collateralized; 
 (iv) if the LC Exposure of the non-Defaulting Lenders is
reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency Lenders’ Applicable
Multicurrency Percentages in effect after giving effect to such reallocation; 
 (v) if any Defaulting Lender’s LC
Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.17(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to
such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s
LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and 

(vi) subject to Section 2.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party
hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation. 

(d) So long as any Multicurrency Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter
of Credit, unless it is satisfied that the related exposure will be 100% covered by the Multicurrency Commitments of the non-Defaulting Multicurrency Lenders and/or cash collateral will be provided by the Borrower in accordance with
Section 2.17(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)(i) (and Defaulting Lenders shall not
participate therein). 
 In the event that the Administrative Agent and the Borrower each agrees in writing that a Defaulting Lender that is
a Dollar Lender has adequately remedied all matters that cause such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans made to the Borrower of the other Lenders as the
Administrative Agent shall determine may be necessary in order for the Lenders to hold such Loans in accordance with their applicable Dollar Percentage in effect immediately after giving effect to such agreement. In the event that the Administrative
Agent, the Borrower and the Issuing Bank each agrees in writing that a Defaulting Lender that is a Multicurrency Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender then, on the


  
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date of such agreement the Lender shall no longer be deemed a Defaulting Lender, the Borrower shall no longer be required to cash collateralize any portion of such Lender’s LC Exposure cash
collateralized pursuant to Section 2.17(c)(ii) above, the LC Exposure of the Multicurrency Lenders shall be readjusted to reflect the inclusion of such Lender’s Multicurrency Commitment and such Lender shall purchase at par the portion of
the Loans of the other Multicurrency Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Multicurrency Percentage in effect immediately after giving
effect to such agreement. 
 SECTION 2.18. Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender exercises its rights under Section 2.12(b) or requests compensation
under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts (subject to
overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the sole
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future, or eliminate the circumstance giving rise to such Lender exercising
its rights under Section 2.12(b) and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) Replacement of
Lenders. If any Lender exercises its rights under Section 2.12(b) or requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.15, or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent and the Issuing Bank which consent shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments
required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

  
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 (c) Defaulting Lenders. If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.05 or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent or the Issuing
Bank for the account of such Lender for the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such
amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined by the
Administrative Agent in its discretion 
 SECTION 2.19. Acknowledgment and Consent to Bail-In of EEA 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 EEA 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 EEA 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 EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any Lender that is an EEA Financial Institution; 
 (b) the effects of any Bail-in Action on any such liability,
including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to such liability
under this Agreement or any other Loan Document; or 
 (iii) the variations of the terms of such liability in connection with
the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lenders that: 

SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries, as applicable, is duly organized or incorporated,
validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do 

  
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so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where
the failure to do so could reasonably be expected to result in a Material Adverse Effect. There is no existing default under any charter, by-laws or other organizational documents of Borrower or its Subsidiaries or any event which, with the giving
of notice or passage of time or both, would constitute a default by any party thereunder other than such defaults, individually or collectively, as could not reasonably be expected to have a Material Adverse Effect. 

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

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of
registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created
pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority (including
the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition
of any Lien on any asset of the Borrower or any of its Subsidiaries. 
 SECTION 3.04. Financial Condition; No Material Adverse
Effect. 
 (a) Financial Statements. (i) The Borrower has heretofore delivered to the Lenders a final version, approved by
the Board of Directors of the Borrower, of the consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its
Subsidiaries as of and for the fiscal year ended December 31, 2016 and as of and for the fiscal quarter ended September 30, 2017. Such financial statements present fairly, in all material respects, the consolidated financial position and
results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence
of footnotes. As of the Restatement Effective Date, none of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for taxes, material unusual forward or material long-term commitments or material
unrealized or anticipated losses from any unfavorable commitments not reflected in the financial statements referred to above. 

  
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 (b) The financial statements delivered after September 30, 2017 to the Administrative
Agent and the Lenders by the Borrower pursuant to Sections 5.01(a) and (b) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries
as of the end of and for the applicable period in accordance with GAAP, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes. As of the end of the period covered by the most recent
financial statements referred to in this clause (b), none of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for taxes, material unusual forward or material long-term commitments which are not
reflected in such financial statements. 
 (c) No Material Adverse Effect. Since December 31, 2016, 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) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or
(b) that involve this Agreement or the Transactions. 
 SECTION 3.06. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is subject to any contract or other arrangement, the performance of
which by the Borrower could reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.07. Taxes. Each of the
Borrower and its Subsidiaries has timely filed or has caused to be timely filed all material U.S. federal, state and local Tax returns that are required to be filed by it and all other material Tax returns that are required to be filed by it and has
paid all material Taxes for which it is directly or indirectly liable and any assessments made against it or any of its property and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority,
other than any Taxes, fees or other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the
Borrower or its Subsidiaries, as the case may be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental charges are adequate. Neither the Borrower nor any of its
Subsidiaries has given or been requested to give a waiver of the statute of limitations relating to the payment of any federal, state, local and foreign Taxes or other impositions, and no Tax lien has been filed with respect to the Borrower or any
of its Subsidiaries. There is no proposed Tax assessment against the Borrower or any of its Subsidiaries, and there is no basis for such assessment. The period within which United States federal income Taxes may be assessed against any of the
Borrower or any of its Subsidiaries has expired for all taxable years ending on or before December 31, 2006. 

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

SECTION 3.09. Disclosure. 

(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 in
connection with the transactions contemplated by this Agreement or delivered under any Loan Document, taken as a whole, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein at the time made and taken as a whole (and after giving effect to all written updates provided by the Borrower to the Administrative Agent for delivery to the Lenders from time to time) not misleading in any material
respect in light of the circumstances under which such statements were made; and 
 (b) All financial projections, pro forma financial
information and other forward-looking information which has been delivered to the Administrative Agent or any Lender by or on behalf of Borrower in connection with the transactions contemplated by this Agreement or delivered under any Loan Document
are based upon good faith assumptions and, in the case of financial projections and pro forma financial information, good faith estimates, in each case, believed to be reasonable at the time made, it being recognized that (i) such 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. 
 SECTION 3.10. Investment
Company Act; Margin Regulations. 
 (a) Status as Business Development Company. The Borrower is an “investment company”
that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC (and has qualified as a RIC at all times since April 21, 2010). 

(b) Compliance with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries do not result in a
violation or breach of the provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, except where such breaches or violations, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 

  
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 (c) Investment Policies. The Borrower is in compliance in all material respects with
the Investment Policies. 
 (d) Use of Credit. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any extension of credit hereunder will be used to buy or
carry any Margin Stock. On the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries own any Margin Stock. 

SECTION 3.11. Material Agreements and Liens. 

(a) Material Agreements. Schedule 3.11(a) is a complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its
Subsidiaries outstanding on the Restatement Effective Date, and, other than in the case of Hedging Agreement Obligations, the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each
case on the Restatement Effective Date, is correctly described in Schedule 3.11(a). 
 (b) Liens. Schedule 3.11(b) is a
complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Restatement Effective Date covering any property of the Borrower or any of its Subsidiaries, and, other than in the case of Hedging Agreement Obligations,
the aggregate principal amount of such Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Restatement Effective Date is correctly described in Schedule 3.11(b). 

SECTION 3.12. Subsidiaries and Investments. 

(a) Subsidiaries. Set forth in Schedule 3.12(a) is a complete and correct list of all of the Subsidiaries of the Borrower as of
the Restatement Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership
interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Schedule 3.12(a), as of the Restatement 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. 
 (b) Investments. Set forth in Schedule 3.12(b)
is a complete and correct list of all Investments (other than Investments of the types referred to in clauses (b), (c), (d) (e) and (g) of Section 6.04) held by the Borrower or any of its Subsidiaries in any Person on the
Restatement Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Schedule 3.12(b), as of the Restatement
Effective Date each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens permitted pursuant to Section 6.02), all such Investments. 

  
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 SECTION 3.13. Properties. 

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

(b) Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.14. Solvency. On the
Restatement Effective Date, and upon the incurrence of any extension of credit hereunder, on any date on which this representation and warranty is made, (a) the Borrower will be Solvent on an unconsolidated basis, and (b) each Subsidiary
Guarantor will be Solvent on a consolidated basis with the other Obligors. 
 SECTION 3.15. Affiliate Agreements. As of the
Restatement Effective Date, the Borrower has heretofore delivered to 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). As of the Restatement Effective Date, (a) each of the Affiliate Agreements is in full force and effect, (b) THLP Debt Partners, L.P. (which is under common Control with Thomas H. Lee Partners, L.P.) Controls the
Investment Advisor and (c) other than the Affiliate Agreements, there is no contract, agreement or understanding, in writing, between the Borrower or any of its Subsidiaries, on the one hand, and any Affiliate of the Borrower, on the other
hand. 
 SECTION 3.16. Structured Subsidiaries 

(a) There are no agreements or other documents relating to any Structured Subsidiary binding upon the Borrower or any of its Subsidiaries
(other than such Structured Subsidiary) other than as permitted under the definition thereof. 
 (b) The Borrower has not Guaranteed the
Indebtedness or other obligations in respect of any credit facility relating to the Structured Subsidiaries, other than pursuant to Standard Securitization Undertakings. 

SECTION 3.17. Security Documents. The Guarantee and Security Agreement is effective to create in favor of the Collateral Agent for
the benefit of the Secured Parties (as defined in the Guarantee and Security Agreement), legal, valid and enforceable first priority Liens (subject to Eligible Liens) on, and security interests in, the Collateral and, when (i) all appropriate
filings or recordings are made in the appropriate offices as may be required under applicable law and, as applicable, (ii) upon the taking of possession or control by the Collateral 

  
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Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in
the Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. 

SECTION 3.18. Compliance with Sanctions. Neither the Borrower nor any of its Subsidiaries, nor any executive officer or director
thereof, nor, to the knowledge of the Borrower, any Affiliate of the Borrower, (i) is subject to, or subject of, sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control
(“OFAC”), the European Union, Her Majesty’s Treasury, the United Nations Security Council, or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) is located, has a place of business
or is organized or resident in a country, territory or region that is, or whose government is, the subject of Sanctions. Furthermore, no part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Affiliate of the
Borrower to finance or facilitate a transaction with a person the subject of Sanctions. 
 SECTION 3.19. Anti-Money Laundering
Program. The Borrower has implemented an anti-money laundering program to the extent required by the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism, as amended (the “USA
PATRIOT Act”), and the rules and regulations thereunder and maintains in effect and enforces policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and
agents with applicable Sanctions. 
 SECTION 3.20. Foreign Corrupt Practices Act. Neither the Borrower nor any of its
Subsidiaries and, to the Borrower’s knowledge, any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Borrower or any Subsidiary of the Borrower has: (i) used any corporate funds for
any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder (the “FCPA”); and each of the Borrower and its Subsidiaries have conducted their businesses in compliance with the FCPA and have instituted and maintained policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, compliance therewith. 
 SECTION 3.01. EEA Financial
Institutions. No Obligor is an EEA Financial Institution. 

  
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 ARTICLE IV 

CONDITIONS 

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

(a) Documents. Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory
to the Administrative Agent (and to the extent specified below to each Lender) in form and substance: 
 (i) Executed
Counterparts. From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page to this Agreement) that such party has signed a counterpart of this Agreement. 
 (ii) Guarantee and
Security Agreement. The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement. 

(iii) Opinion of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Restatement Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the
Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). 
 (iv)
Corporate Documents. (v) Copies of the organizational documents of each Obligor certified as of a recent date by the appropriate governmental official, (w) signature and incumbency certificates of the officers of such Person
executing the Loan Documents to which it is a party, (x) resolutions of the board of directors or similar governing body of each Obligor approving and authorizing the execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party or by which it or its assets may be bound as of the Restatement Effective Date, certified as of the Restatement Effective Date by its secretary or an assistant secretary as being in full force and effect without
modification or amendment, (y) a good standing certificate from the applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign
corporation or other entity to do business, each dated a recent date prior to the Restatement Effective Date, and (z) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Obligors, and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

  
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 (v) Officer’s Certificate. A certificate, dated the Restatement
Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in Sections 4.02(a), (b), (c) and (d). 

(b) Liens. The Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction with respect to
the Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security Documents and revealing no liens on any of the assets of the 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. Subject to Section 5.08(c)(ii), all UCC financing statements, control agreements and
other documents or instruments required to be filed or executed and delivered in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a first priority perfected (subject to Eligible Liens) security interest in the
Collateral (to the extent that such a security interest may be perfected by filing, possession or control under the Uniform Commercial Code) shall have been properly filed or executed and delivered in each jurisdiction required. 

(c) Investment Policies. The Administrative Agent shall have received a copy of the Investment Policies. 

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

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

(f) Solvency Certificate. On the 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 Subsidiary Guarantor will be Solvent on a consolidated basis with the
other Obligors. 
 (g) Fees and Expenses. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees
and expenses related to this Agreement owing on the Restatement Effective Date, including any up-front fee due to any Lender on the Restatement Effective Date. 

  
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 (h) Default. No Default or Event of Default shall have occurred and be continuing
under this Agreement or under any other Indebtedness in the aggregate principal amount in excess of $5,000,000, immediately 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) PATRIOT Act. The Administrative Agent and each Lender shall have received all documentation and
other information required by bank regulatory authorities under applicable “know your customer”, anti-corruption and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Administrative
Agent and each Lender. 
 (j) Evidence of Insurance. The Administrative Agent shall have received a certificate from the
Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to the Loan Documents is in full force and effect. 

(k) Term Loan Credit Facility. The Administrative Agent shall have received reasonably satisfactory evidence of the repayment in full of
the Term Loan Credit Facility and the release of liens in connection therewith. 
 (l) 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. 
 The
contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a party hereto shall render this Agreement effective and any such exchange and release of such executed signature pages by all such persons
shall constitute satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth above. 

SECTION 4.02. Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit, including in each case any such extension of credit on the Restatement Effective Date is additionally subject to the satisfaction of the following conditions: 

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

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

  
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 (c) either (i) the aggregate Covered Debt Amount (after giving effect to such extension
of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that
the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower or payment
of outstanding Loans or Other Covered Indebtedness; 
 (d) after giving effect to such extension of credit, the Borrower shall be in pro
forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e); and 
 (e) the proposed date of such
extension of credit shall take place during the Availability Period. 
 Each Borrowing and each issuance, amendment, renewal or extension of
a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence. 

ARTICLE V 

AFFIRMATIVE COVENANTS 

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

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to
each Lender: 
 (a) within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending
December 31, 2017), the audited consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule of investments of the Borrower and its
Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year (to the extent full fiscal year information is available), all reported on by PwC or other independent public
accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied (which report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided
that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year; 

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

(c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial
Officer of the Borrower (i) to the extent the requirements in 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 statements (or has occurred and is
continuing from a prior period) and, if a Default has occurred during such period (or has occurred and is continuing from a prior period), specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(iii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(b), (c), (d), (e) and (m), 6.02(e), 6.04(j), 6.05(b) and (d), and 6.07 for the applicable period, (iv) stating whether any change in GAAP
as applied by (or in the application of GAAP by) the Borrower has occurred since the 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, and
(v) attaching a list of Subsidiaries and Immaterial Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such information since the later of the Restatement Effective Date or the date of the
last such list; 
 (d) as soon as available and in any event not later than twenty (20) calendar days after the end of each monthly
accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as of the last day of such accounting period, including an Excel schedule containing such additional information as
shall have been mutually agreed with the Administrative Agent; 
 (e) promptly but no later than two Business Days after the Borrower shall
at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the
Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than two Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; 

  
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 (f) promptly upon receipt thereof copies of all significant and non-routine written reports
submitted to the management or board of directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal
control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower (other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary
course, to the Borrower’s audit committee); 
 (g) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials sent to 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 each Valuation Testing Date, all internal and external valuation reports relating to the Eligible Portfolio
Investments (excluding all valuation reports prepared by any Independent Valuation Provider pursuant to Sections 5.12(b)(ii)(B)(x) and 5.12(b)(iii), but including all valuation reports delivered by the Approved Third-Party Appraiser in connection
with the quarterly appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B)) and the underwriting memoranda for all Eligible Portfolio Investments included in such valuation reports, along with any other information relating
to the Eligible Portfolio Investments as reasonably requested by the Administrative Agent or any Lender, provided that the underwriting memoranda for a particular Eligible Portfolio Investment of an Obligor shall only be required to be
delivered within 30 days of the initial closing of such Eligible Portfolio Investment and at no other time; 
 (i) to the extent not
otherwise provided by the Custodian, within thirty (30) days after the end of each month, updated copies of custody reports (including, to the extent available, an itemized list of each Portfolio Investment held in any Custodian Account owned
by the Borrower or any Subsidiary) with respect to any custodian account owned by the Borrower or any of its Subsidiaries; 
 (j) within 45
days after the end of each fiscal quarter of the Borrower commencing with the first fiscal quarter to end on or after the date on which the Borrower has any Financing Subsidiary and such Financing Subsidiary owns or holds a Portfolio Investment, a
certificate of a Financial Officer of the Borrower certifying that attached thereto is a complete and correct description of all Portfolio Investments as of the date thereof, including, with respect to each such Portfolio Investment, the name of the
Borrower or Subsidiary holding such Portfolio Investment and the name of the issuer of such Portfolio Investment; 
 (k) to the extent such
information is not otherwise available in the financial statements delivered pursuant to clause (a) or (b) of this Section 5.01, upon the reasonable request of the Administrative Agent prior to the end of the applicable fiscal quarter
or year, the Borrower shall deliver within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower and ninety (90) days after the end of each fiscal year of the Borrower, a schedule setting
forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized gain or
loss associated with such 

  
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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 
 (l) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request, including any
information required by bank regulatory authorities under applicable “know your customer”, anti-corruption and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Administrative Agent and
each Lender. 
 SECTION 5.02. Notices of Material Events. Upon the Borrower becoming aware of any of the following, 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 any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 
 (c)
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and 

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

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

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

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

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than
Immaterial Subsidiaries) to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar business, operating in the same or similar locations. 

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

(a) Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep books of record and
account in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice to the Borrower, to (i) visit and
inspect its properties, 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 or meeting with its independent accountants; provided,
further, that the Administrative Agent and the Lenders shall not conduct more than three such visits and inspections in any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent visits and
inspections during such calendar year. 
 (b) Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base
and the assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts, funds transfers and custody procedures), all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable,
documented fees and expenses of representatives retained by the Administrative Agent to conduct any such evaluation or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation
or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year, and provided further that in no event shall the Borrower be
required to pay more than $100,000 in any calendar year for evaluations requested by the Administrative Agent pursuant to this Section 5.06(b); provided, further, that in relation to any fees or expenses required to be paid by the
Borrower in connection with any appraisal under this Section 5.06(b) (but, for the avoidance of doubt, other than valuation reports produced pursuant to Section 5.12(b)(ii)(B)(x)), unless an


  
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Event of Default has occurred and is continuing such fees and expenses shall be subject to the IVP Supplemental Cap. The Borrower also agrees to modify or adjust the computation of the Borrowing
Base and/or the assets included in the Borrowing Base, to the extent required by the Administrative Agent or the Required Lenders as a result of any such evaluation or appraisal indicating that such computation or inclusion of assets is not
consistent with the terms of this Agreement, provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base. 

SECTION 5.07. Compliance with Laws and Agreements. The Borrower will, and will cause each of its Subsidiaries to, comply with all
laws, rules, regulations, including the Investment Company Act (if applicable to such Person), and orders of any Governmental Authority applicable to it (including orders issued by the SEC) or its property and all indentures, agreements and other
instruments, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances. 

(a) Subsidiary Guarantors. 

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

(ii) Without limiting the foregoing, the Borrower acknowledges that the Administrative Agent and the Lenders have agreed to
exclude each Structured Subsidiary as an Obligor only for so long as such Person qualifies as an “Structured Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer constitute an “Structured
Subsidiary” for any purpose of this Agreement or any other Loan Document. 
 (iii) Without limiting the foregoing, the
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and
thereafter such Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document. 

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

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

(i) take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing
and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative Agent to create, in favor of the Collateral Agent for the benefit of the Lenders (and any affiliate thereof that is a
party to any Hedging Agreement entered into with the Borrower) and the holders of any Secured Longer-Term Indebtedness, pursuant to the Security Documents perfected security interests and Liens in the Collateral; provided that any such
security interest or Lien shall be subject to the relevant requirements of the Security Documents; 
 (ii) commencing no
later than the date on which the Borrower delivers its first Borrowing Request to the Administrative Agent and at all times thereafter, with respect to each deposit account or securities account of the Obligors (other than (A) any such accounts
that are maintained by the Borrower in its capacity as “servicer” for a Financing Subsidiary or any Agency Account, (B) any such accounts which hold solely money or financial assets of a Financing Subsidiary, (C) any payroll
account so long as such payroll account is coded as such, (D) withholding tax and fiduciary accounts or any trust account maintained solely on behalf of a Portfolio Investment, (E) checking accounts of the Obligors that do not contain, at
any one time, an aggregate balance in excess of $1,000,000, provided that Borrower will, and will cause each of its Subsidiary Guarantors to, use commercially reasonable efforts to obtain control agreements governing any such account in this clause
(E), (F) any account in which the aggregate value of deposits therein, together with all other such accounts under this clause (F), does not at any time exceed $75,000, and (G) any account established to receive tax distributions from any


  
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Portfolio Investment (provided that all funds deposited in such account are promptly remitted to pay taxes of such Obligor; provided, further that to the extent such account
described under this clause (G) ceases to be an Excluded Account as a result of such account receiving a distribution from a Portfolio Investment, the Borrower shall have 30 days from the date such account ceases to be an Excluded Account to
either transfer the funds in such account to an account subject to a Control Agreement or to obtain a Control Agreement with respect to such account); provided that in the case of each of the foregoing clauses (A) through
(G) (collectively, the “Excluded Accounts”), no other Person (other than the depository institution at which such account is maintained) shall have “control” over such account) (within the meaning of the Uniform
Commercial Code), cause each bank or securities intermediary (within the meaning of the Uniform Commercial Code) to enter into such arrangements with the Collateral Agent as shall be appropriate in order that the Collateral Agent has
“control” (within the meaning of the Uniform Commercial Code) over each such deposit account or securities account (each, a “Control Account”) and in that connection, the Borrower agrees, subject to Sections 5.08(c)(iv)
and (v) below, to cause all cash and other proceeds of Portfolio Investments (other than tax distributions) received by any Obligor to be immediately deposited into a Control Account (or otherwise delivered to, or registered in the name of, the
Collateral Agent) and, both prior to and following such deposit, delivery or registration such cash and other proceeds shall be held in trust by the Borrower for 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 “agent” for any other Bank Loans subject to Section 5.08(c)(v) below); 

(iii) cause the Financing Subsidiaries to execute and deliver to the Administrative Agent such certificates and agreements, in
form and substance reasonably satisfactory to the Administrative Agent, as it shall determine are necessary to confirm that such Financing Subsidiary qualifies or continues to qualify as a “Structured Subsidiary” or an “SBIC
Subsidiary”, as applicable, pursuant to the definitions thereof; 
 (iv) in the case of any Portfolio Investment
consisting of a Bank Loan (as defined in Section 5.13) that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents and a Financing Subsidiary holds any interest in the loans or
other extensions of credit under such loan documents, (x)(1) cause the interest owned by such Financing Subsidiary to be evidenced by a separate note or notes which note or notes are either (A) in the name of such Financing Subsidiary or
(B) in the name of the Borrower, endorsed in blank and delivered to the applicable Financing Subsidiary and beneficially owned by the Financing Subsidiary (or, in the case of a Noteless Assigned Loan (as defined in Section 5.13), cause the
interest owned by such Financing Subsidiary to be evidenced by separate assignment documentation contemplated by paragraph 1(b) of Schedule 1.01(d) in the name of such Financing Subsidiary) and (2) not permit such Financing Subsidiary to have a
participation acquired from an Obligor in such underlying loan documents and the extensions of credit thereunder or any other indirect interest therein acquired from an 

  
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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; 

(v) in the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any
Bank Loan (or is acting in an analogous agency capacity under any note purchase agreements with respect to any Mezzanine Investment) and such Obligor does not hold all of the credit extended to the underlying borrower or issuer under the relevant
underlying loan documents or note purchase agreements, ensure that (1) all funds held by such Obligor in such capacity as agent or administrative agent are segregated from all other funds of such Obligor and clearly identified as being held in
an agency capacity (an “Agency Account”); (2) all amounts owing on account of such Bank Loan or Mezzanine Investment by the underlying borrower or other obligated party are remitted by such borrower or obligated party to either
(A) such Agency Account or (B) directly to an account in the name of the underlying lender to whom such amounts are owed (for the avoidance of doubt, no funds representing amounts owing to more than one underlying lender may be remitted to
any single account other than the Agency Account); and (3) within four (4) Business Days after receipt of such funds, such Obligor acting in its capacity as agent or administrative agent shall distribute any such funds belonging to any
Obligor to the Custodian Account (provided that if any distribution referred to in this clause (c) is not permitted by applicable bankruptcy law to be made within such four-Business Day period as a result of the bankruptcy of the underlying
borrower, such Obligor shall use commercially reasonable efforts to obtain permission to make such distribution and shall make such distribution as soon as legally permitted to do so); 

(vi) except as otherwise set forth in clause Section 5.08(c)(iv) above, cause all Portfolio Investments held by an Obligor
that are Bank Loans (other than any Noteless Assigned Loan) to be evidenced by promissory notes in the name of such Obligor, cause such Obligor to be party to the underlying loan documents as a “lender” having a direct interest (or a
participation not acquired from an Affiliate) in such underlying loan documents and the extensions of credit thereunder, and cause all such underlying loan and other documents relating to any such Portfolio Investment (including, without limitation,
such promissory notes that are owned by an Obligor) to be held by (x) the Collateral Agent or (y) the Custodian pursuant to the terms of a Custodian Agreement and, unless delivered to the Collateral Agent, such Bank Loan shall be credited
to the Custodian Account; provided that Borrower’s obligation to deliver underlying documentation (other than promissory notes, which must be delivered in the original) may be satisfied by delivery of copies of such underlying
documentation; provided, further, that solely in the case of Portfolio Investments in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing: (a) the Borrower
shall have up to 10 Business Days following the acquisition of a Portfolio Investment to deliver an original promissory note with respect to such Portfolio Investment to the Collateral Agent or Custodian; and (b) the Borrower shall have up to
20 Business Days to return, transfer, assign or exchange any promissory note with respect to a Portfolio Investment in order to have new or additional notes issued in connection with the syndication, sale, transfer, assignment or exchange of a
portion of such Portfolio Investment; and 

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

Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is
destroyed or lost not as a result of any action of the Borrower, then any original of such instrument, promissory note, agreement, document or certificate shall be deemed held by the Custodian for all purposes hereunder, provided that, when
the Borrower has actual knowledge of any such destroyed or lost instrument, promissory note, agreement, document or certificate, it uses all commercially reasonable efforts to obtain from the underlying borrower, and deliver to the Custodian, a
replacement instrument, promissory note, agreement, document or certificate. 
 SECTION 5.09. Use of Proceeds. The Borrower will
use the proceeds of the Loans and the issuances of Letters of Credit only to pay fees and expenses in connection with this Agreement, in connection with permitted fundamental changes, and for other general corporate purposes of the Borrower and its
Subsidiaries (other than Financing Subsidiaries except as otherwise permitted hereunder) in the ordinary course of business, including making distributions not prohibited by this Agreement, making payments on Indebtedness to the extent not
prohibited by this Agreement, and the acquisition and funding (either directly or through one or more wholly-owned Subsidiary Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common
stock, hedging agreements and other Investments (in each case to the extent not prohibited hereunder); provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part
of the proceeds of any Loan will be used in violation of applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. On the first day (if any) an Obligor acquires any
Margin Stock or at any other time requested by the Administrative Agent or any Lender, the Borrower shall furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or
FR Form U-1, as applicable, referred to in Regulation U. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock (within the meaning of Regulation U), or with the
proceeds of equity capital of the Borrower. For the avoidance of doubt, Letters of Credit may be issued to support obligations of any Portfolio Company; provided that the underlying obligations of such Portfolio Company to the applicable
Obligors in respect of such Letters of Credit shall not be included in the Borrowing Base. 
 SECTION 5.10. Status of RIC and
BDC. The Borrower shall at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act. 

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

  
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 SECTION 5.12. Portfolio Valuation and Diversification, Etc. 

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

(b) Portfolio Valuation Etc. 

(i) Settlement Date Basis. For purposes of this Agreement, 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. 
 (ii) Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of
its Eligible Portfolio Investments as follows: 
 (A) Quoted Investments External Review. With respect to Eligible
Portfolio Investments (including Cash Equivalents) for which market quotations are readily available and are reflective of an actual trade executed within a reasonable period of such quotation (“Quoted Investments”), the Borrower
shall, not less frequently than once each calendar week, determine the market value of such Quoted Investments which shall, in each case, be determined in accordance with one of the following methodologies as selected by the Borrower (each such
value, an “External Quoted Value”): 
 (w) in the case of public and 144A securities, the average of the
bid prices as determined by two Approved Dealers selected by the Borrower, 
 (x) in the case of bank loans, the average of
the bid prices as determined by two Approved Dealers selected by the Borrower or an Approved Pricing Service which makes reference to at least two Approved Dealers with respect to such bank loans, 

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

  
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 (z) in the case of any other Quoted Investment, the fair market value
thereof as determined by an Approved Pricing Service. 
 (B) Unquoted Investments External Review. With respect to
Eligible Portfolio Investments for which market quotations are not readily available (“Unquoted Investments”): 

(x) Commencing on September 30th, 2014, and for each
September 30th, December 31st, March 31st and June 30th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative Agent (provided that such testing dates shall occur not less than quarterly), each a
“Valuation Testing Date”), the Administrative Agent through an Independent Valuation Provider will, solely for purposes of determining the Borrowing Base, test the values as of such Valuation Testing Date of those Unquoted
Investments that are Portfolio Investments included in the Borrowing Base selected by the Administrative Agent (such selected assets, the “IVP Tested Assets” and such value, the “IVP External Unquoted Value”);
provided that the fair value of such Portfolio Investments tested by the Independent Valuation Provider as of any Valuation Testing Date shall be approximately 25% (but in no event shall exceed 30%) of the aggregate value of the Unquoted
Investments in the Borrowing Base (the determination of fair value for such 25% threshold shall be based off of the last determination of value of the Portfolio Investments pursuant to this Section 5.12 and, for the avoidance of doubt, in the
case of any Unquoted Investments acquired during the calendar quarter, the value shall be as determined pursuant to clause (E)(IV)(z) below); provided, further that the Administrative Agent shall provide written notice to the Borrower,
setting forth a description of which Unquoted Investments shall be IVP Tested Assets as of such Valuation Testing Date, not later than June 15th, 2014 and on each September 15th, December 15th, March 15th and June 15th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative Agent), as applicable. The Administrative Agent shall, to the extent permitted under the terms of its
engagement with the Independent Valuation Provider, promptly provide to the Borrower copies of all reports prepared pursuant to this Section 5.12(b)(ii)(B) by the Independent Valuation Provider. For the avoidance of doubt, Unquoted Investments
that are part of the Collateral but which the Borrower has not expressly included in the Borrowing Base shall not be subject to testing. 

(y) With respect to all Unquoted Investments that are not IVP Tested Assets as of such Valuation Testing Date (the
“Borrower Tested Assets”), the Borrower shall request an Approved Third-Party Appraiser to assist the Board of Directors of the Borrower in determining the fair market value of such Unquoted Investments, as of each Valuation Testing
Date (such value, the “Borrower External Unquoted Value”), and to provide the Board of Directors with a written valuation report as part of 

  
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that assistance each quarter; provided that the Borrower shall not be required to obtain a Borrower External Unquoted Value with respect to any Portfolio Investment that is originated by
the Borrower or any of its Affiliates and closes within fifteen (15) days prior to such Valuation Testing Date (any such Portfolio Investment, a “Market Value Investment”). 

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

 (D) Value of Quoted Investments. Subject to clauses (G) and (H) of this Section 5.12(b)(ii), the
“Value” of each Quoted Investment for all purposes of this Agreement shall be the lower of the Internal Value of such Quoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C) and the External
Quoted Value of such Quoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(A). 
 (E) Value
of Unquoted Investments. Subject to clauses (G) and (H) of this Section 5.12(b)(ii), 
 (I) if the
Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C) falls below the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to
Section 5.12(b)(ii)(B), then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of (i) the Internal Value and (ii) the par or face value of such Unquoted Investment;

 (II) if the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to
Section 5.12(b)(ii)(C) falls above the range of the Borrower External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value” of such Unquoted Investment for all
purposes of this Agreement shall be deemed to be the lower of (i) the midpoint of the range of the Borrower External Unquoted Value and (ii) the par or face value of such Unquoted Investment; and, 

(III) if the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to
Section 5.12(b)(ii)(C) falls more than 5% above the midpoint of the range of the IVP External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value” of such
Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of (i) the midpoint of the range of the IVP External Unquoted Value and (ii) the par or face value of such Unquoted Investment; and 

  
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 (IV) if the Internal Value of any Unquoted Investment as most recently
determined by the Borrower pursuant to Section 5.12(b)(ii)(C) is within the range of the Borrower External Unquoted Value, or within or not more than 5% above the midpoint of the range of the IVP External Unquoted Value, of such Unquoted
Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of (i) the Internal Value and
(ii) the par or face value of such Unquoted Investment; 
 except that: 

(x) if the difference between the highest and lowest Borrower External Unquoted Value in such range exceeds an amount equal to
6% of the midpoint of such range, the “Value” of such Unquoted Investment shall instead be deemed to be the lowest of (i) the lowest Borrower External Unquoted Value in such range, (ii) the Internal Value determined pursuant to
Section 5.12(b)(ii)(C), and (iii) the par or face value of such Unquoted Investment; 
 (y) [Intentionally
Omitted]; and 
 (z) if an Unquoted Investment is either (1) a Market Value Investment or (2) acquired during a
fiscal quarter, the “Value” of such Unquoted Investment shall be deemed to be equal to the lowest of (x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C) (if
required), (y) the cost of such Unquoted Investment until such time as the External Unquoted Value of such Unquoted Investment is determined in accordance with Section 5.12(b)(ii)(B) as at the Valuation Testing Date, and (z) the par
or face value of such Unquoted Investment. 
 (F) Actions Upon a Borrowing Base Deficiency. If, based upon such weekly
internal review, the Borrower determines that a Borrowing Base Deficiency exists, then the Borrower shall, promptly and in any event within two Business Days as provided in Section 5.01(e), deliver a Borrowing Base Certificate reflecting the
new amount of the Borrowing Base and shall take the actions, and make the payments and prepayments (if any) (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)), all as more specifically set
forth in Section 2.10(c). 
 (G) Failure to Determine Values. If the Borrower shall fail to determine the value
of any Eligible Portfolio Investment as at any date pursuant to the requirements (but subject to the exclusions) of the foregoing sub-clauses (A), (B), (C), (D) or (E), then the “Value” of such Eligible Portfolio Investment as at such
date, solely for purposes of determining the Borrowing Base, shall be deemed to be zero. If the Administrative Agent shall fail to determine the value of any Eligible Portfolio Investment as at any date pursuant to clause (B)(x), then


  
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the “Value” of such Eligible Portfolio Investment as at such date shall be the lower of (x) the Internal Value and (y) the par or face value of such Unquoted Investment;
provided, however, that if a Borrower External Unquoted Value has been obtained with respect to such asset for the quarterly period immediately preceding the current quarterly testing period, then the “Value” of such Eligible
Portfolio Investment will be determined as provided in clause (E) above. 
 (iii) Supplemental Testing of Values;
Valuation Dispute Resolutions  
 Notwithstanding the foregoing, the Administrative Agent, individually or at the request
of the Required Lenders, shall at any time have the right to request any Unquoted Investment (other than IVP Tested Assets as of the most recent Valuation Testing Date) included in the Borrowing Base with a value determined pursuant to
Section 5.12(b)(ii) to be independently tested by an Independent Valuation Provider. Subject to Section 5.12(b)(iv)(C) below, there shall be no limit on the number of such appraisals requested by the Administrative Agent and the costs of
any such valuation shall be at the expense of the Borrower. If (x) the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is less than the value determined by the Independent Valuation Provider pursuant to this
clause, then the value determined pursuant to Section 5.12(b)(ii) shall continue to be used as the “Value” for purposes of this Agreement and (y) if the value of any Borrower Tested Asset determined pursuant to
Section 5.12(b)(ii) is greater than the value determined by the Independent Valuation Provider and the difference between such values is (1) less than or equal to 5% of the value determined pursuant to Section 5.12(b)(ii), then the
value determined pursuant to Section 5.12(b)(ii) shall become the “Value” of such Portfolio Investment, (2) greater than 5% and less than or equal to 20% of the value determined pursuant to Section 5.12(b)(ii), then the
“Value” of such Portfolio Investment shall become the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined by the Independent Valuation Provider, and (3) greater than 20% of the value
determined pursuant to Section 5.12(b)(ii), then the Borrower and the Administrative Agent shall retain an additional third-party appraiser and, upon the completion of such appraisal, the “Value” of such Portfolio Investment shall
become the average of the three valuations (with the average of the value of the Independent Valuation Provider and value determined pursuant to Section 5.12(b)(ii) to be used until the third value is obtained). 

For purposes of this Section 5.12(b)(iii), the Value of any Portfolio Investment for which the Independent Valuation
Provider’s value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider. 

(iv) Generally Applicable Valuation Provisions 

(A) The Independent Valuation Provider shall apply a recognized valuation methodology that is commonly accepted in the
Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower. 

  
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 (B) All valuations shall be on a settlement date basis. For the avoidance of
doubt, the value of any Portfolio Investments determined in accordance with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is
subsequently determined in good faith in accordance with this Section 5.12. 
 (C) Subject to the last sentence of
Section 9.03(a), the documented out-of-pocket costs of any valuation reasonably incurred by the Administrative Agent under this Section 5.12 shall be at the expense of the Borrower; provided that the Administrative Agent shall under
no circumstances be required to incur expenses under Section 5.12(b)(iii) in excess of the IVP Supplemental Cap. 
 (D)
In addition, the values determined by the Independent Valuation Provider shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof. 

(E) The Administrative Agent shall provide a copy of the final results of any valuation received by the Administrative Agent
and performed by the Independent Valuation Provider or the Approved Third-Party Appraiser to any Lender promptly upon such Lender’s request, except to the extent that such recipient has not executed and delivered a customary and reasonable
non-reliance letter, confidentiality agreement or similar agreement requested or required by such Independent Valuation Provider or Approved Third-Party Appraiser, as applicable. 

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

(G) The Independent Valuation Provider shall be instructed to conduct its tests in a manner not disruptive to the business of
the Borrower. The Administrative Agent shall notify the Borrower of its receipt of the final results of any such test promptly upon its receipt thereof and shall provide a copy of such results and the related report to the Borrower promptly upon the
Borrower’s request. 
 (c) Investment Company Diversification Requirements. The Borrower (together with its Subsidiaries to the
extent required by the Investment Company Act) will at all times comply with the portfolio diversification and similar requirements set forth in the Investment Company Act applicable to business development companies. The Borrower will at all times,
subject to applicable grace periods set forth in the Code, comply with the portfolio diversification and similar requirements set forth in the Code applicable to RICs. 

  
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 SECTION 5.13. Calculation of Borrowing Base. For purposes of this Agreement, the
“Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate, expressed as
a fraction; provided that: 
 (a) the Advance Rate applicable to the aggregate Value of all Eligible Portfolio
Investments in their entirety shall be 0% at any time when the Borrowing Base is composed entirely of Eligible Portfolio Investments issued by less than 15 different issuers; 

(b) the Advance Rate applicable to that portion of all Eligible Portfolio Investments in a single issuer that exceeds 10% of
the Obligors’ Net Worth shall be 0%; 
 (c) the portion of the Borrowing Base attributable to Eligible Portfolio
Investments that are not Cash, Cash Equivalents, Performing First Lien Bank Loans, Performing Last Out Loans, Performing Second Lien Bank Loans or Performing Covenant-Lite Loans shall not exceed 25% of the Borrowing Base; provided that, solely for
purposes of the calculation under this clause (e), the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Performing Covenant-Lite Loans shall not exceed 5% of the Borrowing Base; 

(d) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents or
Performing First Lien Bank Loans shall not exceed
635% of the Borrowing Base; 
 (e) the portion of the Borrowing Base attributable to
Eligible Portfolio Investments that are common equity and warrants shall not exceed 10% of the Borrowing Base; 
 (f) the
portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification Group shall not exceed 25% of the Borrowing Base; 

(g) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification
Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base; 
 (h) (x) the
portion of the Borrowing Base attributable to Eligible Portfolio Investments in Energy Industry Classification Group shall not exceed 7.5% of the Borrowing Base, and (y) the portion of the Borrowing Base attributable to Eligible Portfolio
Investments in the Retail Industry Classification Group shall not exceed 7.5% of the Borrowing Base; 
 (i) the portion of
the Borrowing Base attributable to Eligible Portfolio Investments issued by one or more Portfolio Companies with a trailing twelve month total debt to EBITDA ratio of greater than 6.00:1.00 shall not exceed 15% of the Borrowing Base;
provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such calculations; 

  
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 (j) the weighted average maturity of all Debt Eligible Portfolio Investments
(based on the fair value of such Eligible Portfolio Investments to the extent included in the Borrowing Base) shall not exceed 5.5 years (subject to all other constraints, limitations and restrictions set forth herein); 

(k) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than 7 years
shall not exceed 15% of the Borrowing Base; 
 (l) the portion of the Borrowing Base attributable to PIK Obligations, DIP
Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing Base; 
 (m) the Weighted Average Fixed Coupon (after
giving effect to any Hedge Agreement) shall not be less than the greater of (i) 7% and (ii) the one-month LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein) (with respect to the LIBO Rate
or any comparable or successor rate, which rate is reasonably approved by the Borrower and which rate is consistent with the market rate for similar types of financings); 

(n) the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) shall not be less than 4.5% (subject to
all other constraints, limitations and restrictions set forth herein); 
 (o) the portion of the Borrowing Base attributable
to Eligible Portfolio Investments that are investments in equity interests of any fund or finance company shall not exceed 5% of the Borrowing Base; 

(p) the portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Affiliate Investments shall not
exceed 20% of the Borrowing Base; 
 (q) the portion of the Borrowing Base attributable to Eligible Portfolio Investments
that are Noteless Assigned Loans shall not exceed 25% of the Borrowing Base; 
 (r) the Weighted Average Leverage Ratio shall
not be greater than 4.75:1.00 (subject to all other constraints, limitations and restrictions set forth herein); provided, that LTV Transactions and Investments in IJL (so long as the IJL Conditions are satisfied) may be excluded from such
calculations; and 
 (s) the portion of the Borrowing Base attributable to LTV Transactions that are debt Investments shall
not exceed 15% of the Borrowing Base. 

  
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 For all purposes of this Section 5.13, (i) all issuers of Eligible Portfolio
Investments that are Affiliates of one another shall be treated as a single issuer (unless such issuers are Affiliates of one another solely because they are under the common Control of the same private equity sponsor or similar sponsor),
(ii) to the extent the Borrowing Base is required to be reduced to comply with this Section 5.13, the Borrower shall be permitted to choose the Portfolio Investments, or portions of such, to be so removed to effect such reduction and
(iii) for purposes of calculating the debt to EBITDA ratio of any Portfolio Company that has a negative EBITDA at the time of determination, the EBITDA of such Portfolio Company shall be deemed to be 6.01:1.00. In addition, as used herein, the
following terms have the following meanings: 
 “Advance Rate” means, as to any Eligible Portfolio Investment and subject
to adjustment as provided above, the following percentages with respect to such Eligible Portfolio Investment: 
  

									
	 Eligible Portfolio Investment
	  	Unquoted	 	 	Quoted	 
	 Cash and Cash Equivalents (including Short Term U.S. Government Securities)
	  	 	n/a	 	 	 	100	% 
	 Long-Term U.S. Government Securities
	  	 	n/a	 	 	 	85	% 
	 Performing First Lien Bank Loans
	  	 	65	% 	 	 	75	% 
	 Performing Last Out Loans
	  	 	55	% 	 	 	65	% 
	 Performing Second Lien Bank Loans
	  	 	50	% 	 	 	60	% 
	 Performing High Yield Securities and Performing Covenant-Lite Loans
	  	 	45	% 	 	 	55	% 
	 Performing Mezzanine Investments
	  	 	40	% 	 	 	50	% 
	 Performing PIK Obligations and Performing DIP Loans
	  	 	35	% 	 	 	40	% 
	 Performing Common Equity
	  	 	25	% 	 	 	30	% 

 Notwithstanding the foregoing, the Advance Rate applied to any Investment in IJL shall be 40%, so long as the
IJL Conditions are satisfied. 
 For the avoidance of doubt, these categories are intended to be indicative of the traditional investment
types. All determinations of whether a particular Portfolio Investment belongs to one category or another shall be made by the Borrower on a consistent basis with the foregoing. For example, a secured bank loan 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. 

“Bank Loans” means debt obligations (including, without limitation, term loans, revolving loans, debtor-in-possession
financings, the funded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans and senior subordinated loans) that are generally provided under a syndicated loan
or credit facility or pursuant to any loan agreement, note purchase agreement or other similar financing arrangement facility, whether or not syndicated. 

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

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

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

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

“Defaulted Obligation” means 

(a) any Debt Eligible Portfolio Investment as to which (x) a default as to the payment of principal and/or interest has occurred and is
continuing for a period of thirty-two (32) consecutive days with respect to such debt (without regard to any grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders
of such debt have accelerated all or a portion of the principal amount thereof as a result of such default; 
 (b) any Eligible Portfolio
Investment that is Preferred Stock or common stock as to which the applicable Portfolio Company has failed, with respect to any class of Preferred Stock of such Portfolio Company, to meet any scheduled redemption obligations or pay its latest
declared cash dividend after the applicable due date (and after giving effect to the expiration of any applicable grace period); 
 (c) any
Eligible Portfolio Investment (i) as to which a default as to the payment of principal and/or interest has occurred and is continuing on another material debt obligation of the applicable Portfolio Company which is senior or pari passu in right
of payment to such Eligible Portfolio Investment for a period of thirty-two (32) consecutive days with respect to such obligation (without regard to any grace period applicable thereto, or waiver thereof); (ii) as to which a default as to
the payment of principal and/or interest has occurred and is continuing on another material debt obligation of the applicable Portfolio Company which is junior in right of payment to such Eligible Portfolio Investment for a period of thirty-two
(32) consecutive days with respect to such debt (without regard to any grace period applicable thereto, or waiver thereof), provided that if such default is a result of a direct payment or other block instituted by any agent or lender with
respect to such Eligible Portfolio Investment, such period shall be extended to ninety (90) consecutive days; or (iii) that is a Debt Eligible Portfolio Investment and the Portfolio Company of such Eligible Portfolio Investment has issued
Preferred Stock that is not an Eligible Portfolio Investment and such Portfolio Company has failed to meet, with respect to such class of Preferred Stock, any scheduled redemption obligations or pay its latest declared cash dividend after the
applicable due date (and after giving effect to the expiration of any applicable grace period), except to the extent that (x) such failure is as a result of any prohibition specified in the documentation governing such Eligible Portfolio
Investment and (y) the holder of such Preferred Stock has not instituted a proceeding against the applicable Portfolio Company as a result of such failure; 

  
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 (d) any Eligible Portfolio Investment (i) as to which, with respect to such Eligible
Portfolio Investment or any material debt obligation of the applicable Portfolio Company, a default rate of interest has been and continues to be charged for more than 120 consecutive days, or a default has occurred and the holders of such debt have
accelerated all or a portion of the principal amount thereof as a result of such default, or foreclosure on collateral for such debt has been commenced and is being pursued by or on behalf of the holders thereof; or (ii) as to which the
applicable Portfolio Company or others have instituted proceedings to have such Portfolio Company adjudicated bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such obligor has filed for
protection under the United States Bankruptcy Code or any equivalent foreign proceeding (unless such Eligible Portfolio Investment is a DIP Loan, in which case it shall not be deemed to be a Defaulted Obligation under this clause (ii)); and 

(e) any Eligible Portfolio Investment that the Borrower has in its reasonable commercial judgment otherwise declared to be a Defaulted
Obligation. 
 “DIP Loan” means a Bank Loan that is originated after the commencement of a case under Chapter 11 of the
Bankruptcy Code by the obligor, the obligor of which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”)
organized under the laws of the United States or any state therein and domiciled in the United States, the terms of which have been approved by an order of a United States Bankruptcy court of competent jurisdiction, which order provides that
(a) such DIP Loan is secured by liens on otherwise unencumbered property of the Debtor’s bankruptcy estate pursuant to Section 364(c)(2) of the Bankruptcy Code, (b) such DIP Loan is secured by liens of equal or senior priority on
property of the Debtor’s estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code, (c) such DIP Loan is secured by junior liens on property of the Debtor’s bankruptcy estate already subject to
a lien encumbered assets (so long as such DIP Loan, including all interest and fees accruing thereon, is a fully secured claim within the meaning of Section 506 of the Bankruptcy Code), or (iv) if the DIP Loan or any portion thereof is
unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code; provided that, (x) not more than 50% of the proceeds of such loan are used to repay
prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or similar transaction and (y) in the case of the origination or acquisition of any DIP Loan, the Borrower does not have knowledge that the order set
forth above is subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) or the subject of an appeal or stay pending appeal. 

“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses
(to the extent excluded in the definition of “EBITDA” in the relevant agreement relating to the applicable Eligible Portfolio Investment)) for the relevant period plus the following to the extent deducted in calculating such consolidated
net income: (i) consolidated interest charges for such period; (ii) the provision for Federal, state, local and foreign income taxes payable for such period; (iii) depreciation and amortization


  
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expense for such period; and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant
agreement relating to the applicable Eligible Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly situated borrowers or, if such
transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s-length basis at the time such relevant agreements are entered
into as reasonably determined in good faith by the Borrower; provided that in each case EBITDA shall satisfy the definition of Portfolio Company Data. 

“First Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected
security interest on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof and which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings in such collateral, provided, however, that in the case of accounts receivable and/or inventory (and the proceeds thereof), such lien and security interest may be second in priority to a Permitted Prior Working Capital Lien;
and further provided that any portion (and only such portion) of such a Bank Loan (other than an Investment in IJL (so long as the IJL Conditions are satisfied)) that is in excess of (i) if it is not an LTV Transaction, a total debt to
EBITDA ratio of 4.00x, or (ii) if it is an LTV Transaction, an alternative financial covenant or ratio mutually agreeable to the Borrower and the Administrative Agent will, in each case, have the advance rates of a Second Lien Bank Loan 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 and Preferred Stock, in each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any
successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans. 

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

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

  
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 (b) the ratio of (x) the amount of the first out tranche to (y) EBITDA of the
underlying obligor does not at any time exceed 2.25x (or, in the case of an LTV Transaction, a comparable measure acceptable to the Administrative Agent in its sole discretion); 

(c) such last out tranche (i) gives the holders of such last out tranche full enforcement rights during the existence of an event of
default (subject to customary exceptions, including standstill periods and if the holders of the first out tranche have previously exercised enforcement rights), (ii) shall have the same maturity date as the first out tranche, (iii) is
entitled to the same representations, covenants and events of default as the holders of the first out tranche (subject to customary exceptions), and (iv) provides the holders of such last out tranche with customary protections (including,
without limitation, consent or other rights with respect to (1) any increase of the principal balance of the first out tranche by more than 15%, (2) any increase of the margins (other than as a result of the imposition of default interest)
applicable to the interest rates with respect to the first out tranche by an additional 2.5%, (3) any reduction of the final maturity of the first out tranche, and (4) amending or waiving any provision in the underlying loan documents that
is specific to the holders of such last out tranche); and 
 (d) such first out tranche is not subject to multiple drawings (unless, at the
time of such drawing and after giving effect thereto, the ratio referenced in clause (b) above is not exceeded). 

“Liquidation Preference” means, with respect to Preferred Stock, the Dollar amount required to be paid to the holder thereof
upon any voluntary or involuntary liquidation, dissolution or winding up of the Portfolio Company of such Preferred Stock or the distribution of assets of such Portfolio Company that represents a return of capital or the purchase price paid for such
Preferred Stock at the time of issuance of such Preferred Stock by the Portfolio Company. 
 “LTV Transaction” means any
transaction (other than an Investment in IJL) that (i) does not include a financial covenant based on debt to EBITDA, debt to EBIT or a similar multiple of debt to operating cash flow, (ii) is not a Covenant-Lite Loan and (iii) is
designated as an LTV Transaction by the Borrower on the Restatement Effective Date or at the time such LTV Transaction is first included in the Borrowing Base. 

“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than three months from the applicable
date of determination. 
 “Mezzanine Investments” means (i) debt Securities (including convertible debt Securities
(other than the “in-the-money” equity component thereof)) and Preferred Stock in each case (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule
144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) if debt, contractually subordinated in right of payment to other debt of the same issuer and (ii) a Bank Loan that is not
a First Lien Bank Loan, a Last Out Loan, a Second Lien Bank Loan, a High Yield Security or a Covenant-Lite Loan. 

  
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 “Noteless Assigned Loan” means a Bank Loan with respect to which:
(a) the underlying documentation does not require the underlying borrower to execute and deliver a promissory note to evidence the indebtedness created under such Bank Loan; (b) none of the Borrower, the Investment Advisor, or any of their
respective Affiliates was an agent with respect to such Bank Loan at the time of origination; and (c) the applicable Obligor has affirmatively requested a promissory note from the underlying agent and borrower and has used all commercially
reasonable efforts to obtain such promissory note but has been unable to obtain a promissory note from the underlying borrower (but only for so long as the applicable Obligor has not received such a promissory note); provided that, any portion of
the Borrowing Base that consists of an Eligible Portfolio Investment that is a Noteless Assigned Loan shall be identified as such in any Borrowing Base Certificate. 

“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 Common Equity” means (a) Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose
outstanding debt is Performing and (b) the Borrower’s Investment in the Tax Receivable Agreement (as amended from time to time), dated as of October 3, 2007, by and among Duff & Phelps Corporation, Duff & Phelps
Acquisitions, LLC and each of the other parties thereto. 
 “Performing Covenant-Lite Loans” means Covenant-Lite Loans that
(a) are not PIK Obligations and (b) are Performing. 
 “Performing DIP Loans” means DIP Loans that (a) are
not PIK Obligations and (b) are not Defaulted Obligations. 
 “Performing First Lien Bank Loans” means First Lien Bank
Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing. 
 “Performing High Yield
Securities” means High Yield Securities that (a) are not PIK Obligations and (b) are Performing. 
 “Performing
Last Out Loans” means Last Out Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing. 

“Performing Mezzanine Investments” means Mezzanine Investments that (a) are not PIK Obligations and (b) are
Performing. 
 “Performing Second Lien Bank Loans” means Second Lien Bank Loans that (a) are not PIK Obligations, DIP
Loans or Covenant-Lite Loans and (b) are Performing. 
 “Permitted Prior Working Capital Lien” means, with respect to
an issuer that is a borrower under a Bank Loan, a security interest to secure a working capital facility for such issuer in the accounts receivable and/or inventory (and, to the extent applicable, all related property and proceeds thereof) of such
issuer and any of its parents and/or subsidiaries that are guarantors of such working capital facility; provided that (i) such Bank Loan has a second priority lien on such accounts receivable and/or inventory (and, to the extent applicable, all


  
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related property and proceeds thereof), (ii) such working capital facility is not secured by any other assets (other than a second priority lien, subject to the first priority lien of the
Bank Loan, on any other assets) and does not benefit from any standstill rights or other agreements (other than customary rights) with respect to any other assets and (iii) the maximum principal amount of such working capital facility is not at
any time greater than 15% of the aggregate enterprise value of the issuer (as determined pursuant to the enterprise value as determined at closing of the transaction, and thereafter on enterprise value for the applicable issuer determined in a
manner consistent with the valuation methodology for determining the enterprise value of the applicable Portfolio Company as established by an Approved Third-Party Appraiser or, with respect to Quoted Investments, in a commercially reasonable manner
determined by the Board of Directors of the Borrower). 
 “PIK Obligation” means an obligation that provides that any
portion of the interest accrued for a specified period of time or until the maturity thereof is, or at the option of the obligor may be, added to the principal balance of such obligation or otherwise deferred and accrued rather than being paid in
cash, provided that any such obligation shall not constitute a PIK Obligation if it (a) is a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of not less than 8% per annum or
(b) is not a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of not less than 4.5% per annum in excess of the applicable index. 

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes
(however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital
Stock of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock; provided that such Preferred Stock (i) (x) pays a cash
dividend on at least a semi-annual basis or (y) in the case of C&K Market, Inc., the board of directors declares dividends or distributions on such Capital Stock and such dividends or distributions are paid in cash on at least a semi-annual
basis, (ii) other than with respect to each of C&K Market, Inc., Thibaut Inc. and A10 Capital, LLC, 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. 
 “Restructured Investment” means,
as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation within the past six months, (b) any Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any Portfolio
Investment that has in the past six months been amended or subject to a deferral or waiver if both (i) the effect of such amendment, deferral or waiver is either, among other things, to (1) change the amount of previously required
scheduled debt amortization (or, in the case of Preferred Stock, required payment on the Liquidation Preference on such Preferred Stock) (other than by reason of repayment thereof) or (2) extend the tenor of previously required scheduled debt
amortization, in each case such that the remaining weighted average life of such Portfolio Investment is extended by more than 20% and (ii) the reason for such amendment, deferral or waiver is related to the deterioration of the credit profile
of the underlying borrower such that, in the absence of such amendment, deferral or waiver, it is reasonably expected by the Borrower 

  
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that such underlying borrower either (x) will not be able to make any such previously required scheduled debt amortization payment (or, in the case of Preferred Stock, required payment on
the Liquidation Preference on such Preferred Stock) or (y) is anticipated to incur a breach of a material financial covenant. A DIP Loan shall not be deemed to be a Restructured Investment, so long as it does not meet the conditions of a
Restructured Investment. 
 “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 second lien and second priority perfected security interest on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof. 

“Securities” means common and preferred stock, units and participations, member interests in limited liability companies,
partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants,
rights, put and call options and other options relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including
Bank Loans. 
 “Securities Act” means the United States Securities Act of 1933, as amended. 

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

“Structured Finance Obligations” means any obligation issued by a special purpose vehicle (or any obligor whose principal
purpose is the financing or warehousing of pools of receivables or other financial assets) and secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets, including collateralized loan
obligations, collateralized debt obligations and mortgage-backed securities, or any finance lease. For the avoidance of doubt, if an obligation satisfies this definition of “Structured Finance Obligation”, such obligation shall
(a) not qualify as any other category of Portfolio Investment and (b) not be included in the Borrowing Base. For clarity, an investment in an independent operating company or finance company engaged in the ongoing origination, sale and
servicing of financial assets shall not be deemed to be a Structured Finance Obligation. 
 “U.S. Government Securities”
has the meaning assigned to such term in Section 1.01 of this Agreement. 
 “Value” means, with respect to any
Eligible Portfolio Investment, the value thereof determined for purposes of this Agreement in accordance with Section 5.12(b)(ii) or Section 5.12(b)(iii), as applicable. 

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

“Weighted Average Floating Spread” means, as of any date of determination, the number, expressed as a percentage, obtained by
summing the products obtained by multiplying, in the case of each Floating Rate Portfolio Investment included in the Borrowing Base, on an annualized basis, the Spread of such Floating Rate Portfolio Investments, by the outstanding principal balance
of such Floating Rate Portfolio Investments as of such date and dividing such sum by the aggregate outstanding principal balance of all such Floating Rate Portfolio Investments and rounding the result up to the nearest 0.01%. 

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

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

  
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 ARTICLE VI 

NEGATIVE COVENANTS 
 Until
the Termination Date, the Borrower covenants and agrees with the Lenders that: 
 SECTION 6.01. Indebtedness. The Borrower will
not nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: 
 (a) Indebtedness
created hereunder or under any other Loan Document; 
 (b) (i) Unsecured Shorter-Term Indebtedness (including any refinancing or replacement
thereof) in an aggregate principal amount not to exceed $10,000,000, plus without duplication, from and after the date that is nine months prior to the maturity of any Specified Notes, the outstanding principal amount of such Specified Notes
and (ii) Secured Longer-Term Indebtedness (including any refinancing or replacement thereof), in each case, so long as (w) no Default exists at the time of the incurrence, refinancing or replacement thereof, (x) on the date of
incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) after giving effect to the incurrence, refinancing or replacement thereof
and on the date of such incurrence, refinancing or replacement the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and immediately after giving effect to the incurrence,
refinancing or replacement thereof, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; and (z) on the date of incurrence, refinancing or replacement thereof, the Borrower delivers to the Administrative Agent
a Borrowing Base Certificate as at such date demonstrating compliance with (or a certification that the Borrower is in compliance with) subclause (y) after giving effect to such incurrence, refinancing or replacement. 

(c) Unsecured Longer-Term Indebtedness (including any refinancing or replacement thereof), so long as (x) no Default exists at the time of
the incurrence, refinancing or replacement thereof and (y) on the date of incurrence, refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and
(e) after giving effect to the incurrence, refinancing or replacement thereof and on the date of such incurrence, refinancing or replacement the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect;


  
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 (d) Indebtedness of Financing Subsidiaries, provided that (i) on the date that
such Indebtedness is incurred (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered into, and not upon each borrowing
thereunder) the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to the
Administrative Agent a certificate of a Financial Officer to such effect, and (ii) in the case of revolving loan facilities or staged advance loan facilities, upon each borrowing thereunder, the Borrower is in pro forma compliance with each of
the covenants set forth in Sections 6.07(a), (b), (d) and (e); 
 (e) obligations arising with respect to Hedging Agreements permitted
under Section 6.04(c) (it being understood that obligations under a Hedging Agreement shall be deemed equal to the net amount such Person would be obligated for under such Hedging Agreement if such Hedging Agreement was terminated at any time
of determination); 
 (f) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities; 

(g) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course
of business; 
 (h) obligations of the Borrower under a Permitted SBIC Guarantee; 

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

(j) indebtedness of the Borrower on account of the sale by the Borrower of the first out tranche of any First Lien Bank Loan that arises solely
as an accounting matter under ASC 860; provided that such Indebtedness (i) is non-recourse to the Borrower and its Subsidiaries and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy,
insolvency or liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount sold or purportedly sold; 

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

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

(m) unsecured Guarantees by the Borrower of the Indebtedness of a Portfolio Company in an aggregate principal amount not to exceed $20,000,000
outstanding at any time, so long as such Guarantees are extended by Borrower in accordance with the Investment Policies. 
 For purposes of
preparing the Borrowing Base Certificate described in clause (b) and (k) above, (A) the fair market value of Quoted Investments shall be the most recent quotation available for such Eligible Portfolio Investment and (B) the fair
market value of Unquoted Investments shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 5.01(d) or if an Unquoted Investment is acquired after
the delivery of the Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall be the lower of the cost of such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that
the Borrower shall reduce the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such
Eligible Portfolio Investment. 

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

 (a) any Lien on any property or asset of the Borrower existing on the Restatement Effective Date and set forth in Schedule 3.11(b),
provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the Restatement 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 (including Liens securing Hedging Agreement Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) (including Liens in favor of the “Designated Indebtedness Holders”
pursuant to the Guarantee and Security Agreement)); 
 (c) Liens on assets owned by Financing Subsidiaries; 

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

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

(g) Liens on Special Equity Interests included in the Portfolio Investments but only to the extent securing obligations in the manner provided
in the definition of “Special Equity Interests” in Section 1.01. 
 SECTION 6.03. Fundamental Changes. The
Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries or Immaterial Subsidiaries) to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution). The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries or Immaterial Subsidiaries) to, acquire any business or property from, or capital stock of, or be a party to
any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and
conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries or Immaterial Subsidiaries) to, convey, sell, lease, transfer or otherwise dispose of, in
one transaction or a series of transactions, any part of its assets (including, without limitation, Cash, 

  
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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. 

Notwithstanding the foregoing provisions of this Section: 

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

(b) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; 
 (c) the capital stock of any Subsidiary of the
Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower; 
 (d)
the Obligors may sell, transfer or otherwise dispose of Portfolio Investments (other than to a Financing Subsidiary or
joint venture) so long as prior to and after giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or
Other Covered Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base; 
 (e) the Obligors may sell, transfer or
otherwise dispose of Portfolio Investments, Cash and Cash Equivalents to a Financing Subsidiary or joint
venture (other than (i) prior to the date on which THL Credit SBIC, LP has obtained a license, or has received a “green light” letter, from the SBA to operate as a “small
business investment company”, to the SBIC Entities” or (ii) the direct ownership interest in another Financing Subsidiary) so long as (i) 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 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 120% of the Covered Debt Amount, and (iii) the sum of (x) all sales, transfers or other dispositions under this clause (e) that occur after the Revolver
Termination Date and do not result in Net Asset Sale Proceeds for fair value that are applied in accordance with Section 2.09(d)(i) and (y) all Investments under Section 6.04(e) that occur after the Revolver Termination Date, shall
not exceed 25% of the Commitments on the Revolver Termination Date; 

  
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 (f) 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 or be continuing; 

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

(h) prior to the date on which THL Credit SBIC, LP has obtained a license from the SBA to operate as a “small business investment
company”, the Borrower and its Subsidiaries may transfer or dispose of cash to any of the SBIC Entities for the limited purpose of allowing any of the SBIC Entities to pay reasonable administrative fees, costs and expenses consistent with past
practice; 
 (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 interest of the Borrower and is not materially disadvantageous to the Lenders; and 
 (j) an Obligor may transfer
assets to a Financing Subsidiary for the sole purpose of facilitating the transfer of assets from one Financing Subsidiary (or a Subsidiary that was a Financing Subsidiary immediately prior to such disposition) to another Financing Subsidiary,
directly or indirectly through such Obligor (such assets, the “Transferred Assets”), provided that (i) no Default exists or is continuing at such time, (ii) the Covered Debt Amount shall not exceed the Borrowing
Base at such time and (iii) the Transferred Assets were transferred to such Obligor by the transferor Financing Subsidiary on the same Business Day that such assets are transferred by such Obligor to the transferee Financing Subsidiary. 

SECTION 6.04. Investments. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire, make or enter into, or
hold, any Investments except: 
 (a) operating deposit accounts with banks; 

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

(c) Hedging Agreements entered into in the ordinary course of the Borrower’s financial planning, and not for speculative purposes or for
hedging debt or assets of any Financing Subsidiary or; 
 (d) Portfolio Investments by the Borrower and its Subsidiaries to the extent such
Portfolio Investments are permitted under the Investment Company Act (to the extent such applicable Person is subject to the Investment Company Act) and the Borrower’s Investment Policies; 

  
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 (e) Equity Interests in (or capital contribution to) Financing Subsidiaries and joint ventures acquired after the Restatement Effective Date and in THL Credit Logan JV LLC, in each case to the extent not
prohibited by Section 6.03(e) and Equity Interests in Immaterial Subsidiaries; 
 (f) Investments by any Financing Subsidiary;

 (g) Investments in Cash and Cash Equivalents; 

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

(i) prior to the date on which THL Credit SBIC, LP has obtained a license from the SBA to operate as a “small business investment
company”, Investments in any of the SBIC Entities for the limited purpose of providing funds to any of the SBIC Entities to pay its reasonable administrative fees, costs and expenses consistent with past practice; 

(j) additional Investments up to but not exceeding $5,000,000 in the aggregate (for purposes of this clause (j), the aggregate amount of an
Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced, contributed, transferred or otherwise invested that gives rise to such
Investment (calculated at the time such Investment is made), minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of such Investment, provided that in no event shall the
aggregate amount of any Investment be less than zero, and provided further that the amount of any Investment shall not be reduced by reason of any write-off of such Investment, nor increased by way of any increase in the amount of
earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out); and 

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

SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit any of its Subsidiaries (other than the Financing
Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that: 
 (a) the Borrower
may declare and pay dividends with respect to the capital stock of the Borrower payable solely in additional shares of the Borrower’s common stock; 

  
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 (b) the Borrower may declare and pay dividends and distributions in either case in cash or
other property (excluding for this purpose the Borrower’s common stock) in or with respect to any taxable year of the Borrower (or any calendar year, as relevant) in amounts not to exceed the higher of (x) the net investment income of the
Borrower for the applicable fiscal year determined in accordance with GAAP and as specified in the financial statements of the Borrower for such fiscal year and (y) 115% of the amounts that are required to be distributed to (i) allow the
Borrower to satisfy the minimum distribution requirements imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to
zero for any such taxable year its liability for federal income taxes imposed on (y) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (z) its net capital gain pursuant to
Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero its liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto) (such higher
amount of (x) and (y), the “Required Payment Amount”); 
 (c) Subsidiaries of the Borrower may declare and pay
Restricted Payments to the Borrower or any Subsidiary Guarantor; 
 (d) Obligors may make Restricted Payments to repurchase Equity Interests
of the Borrower from officers, directors and employees of the Investment Advisor or the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination
of their seat on the Board of Directors of the Investment Advisor or the Borrower or any of its Subsidiaries, in an aggregate amount not to exceed $500,000 in any calendar year with unused amounts in any calendar year being carried over to
succeeding calendar years subject to a maximum of $1,000,000 in any calendar year; and 

(e) The Borrower may make other Restricted Payments, including
dividends,
and other distributions and(but excluding the repurchase or redemption of Equity Interests of the
Borrower until the date that is 365 days after the Amendment No. 5 Effective Date), so long as on the date of such Restricted Payment and
immediately after giving effect thereto: 
 (1) no Default shall have occurred
and be continuing; 
 (2) prior to and immediately after giving effect to such Restricted Payment, the Covered Debt Amount does not exceed
85% of the Borrowing Base; and 

(3) on the date of such Restricted Payment (other than a Restricted Payment consisting of a dividend or distribution that does not exceed 125%
of the Required Payment Amount), the Borrower delivers to the Administrative Agent a Borrowing Base Certificate demonstrating compliance with the foregoing immediately after giving effect to such Restricted Payment; provided that, with
respect to Restricted Payments used to repurchase or redeem Equity Interests of the Borrower, such Borrowing Base Certificate may be delivered concurrently with the financial statements delivered pursuant to Section 5.01(b).; and 

  
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(4)
 solely with respect to any repurchase or redemption of Equity Interests of the Borrower (which, for clarity, shall not
be permitted prior to the date that is 365 days after the Amendment No. 5 Effective Date), prior to and immediately after giving effect to such Restricted Payment, the Asset Coverage Ratio shall not be less than 1.75 to 1.00;  

(f)
The Borrower may repurchase or redeem Equity Interests of the Borrower pursuant to the Tender Offer, so long
as no Event of Default shall have occurred and be continuing on the date of such repurchase or redemption and immediately after giving effect thereto. 

For the
avoidance of doubt, the repurchase or redemption of Equity Interests of the Borrower pursuant to the Tender Offer is subject to the requirements of Section 6.05(f) and not Section 6.05(e).

 Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or
to any other Subsidiary Guarantor. 
 For the avoidance of doubt, the Borrower shall not declare any dividend to the extent such declaration
violates the provisions of the Investment Company Act applicable to it. 
 SECTION 6.06. Certain Restrictions on Subsidiaries.
The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each
case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the
sale, assignment, transfer or other disposition of property, except for any prohibitions or restraints contained in (i) any Indebtedness permitted under Section 6.01(b), (c) or (k), (ii) any Indebtedness permitted under
Section 6.01(e) secured by a Lien permitted under Section 6.02(e) provided that such prohibitions and restraints are applicable by their terms only to the assets that are subject to such Lien (iii) any Indebtedness permitted under
Section 6.01(f) or (g) secured by a Permitted Lien provided that such prohibitions and restraints are applicable by their terms only to the assets that are subject to such Lien, (iv) any agreement, instrument or other arrangement
pertaining to any sale, lease or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (x) only apply to such assets and (y) do not restrict prior to the consummation of such sale, lease or
disposition the creation or existence of the Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this Agreement, or the incurrence or payment of Indebtedness under this Agreement or the ability of the
Borrower and its Subsidiaries to perform any other obligation under any of the Loan Documents and (v) any document, agreement, or instrument that imposes customary restrictions on Equity Interests. 

  
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 SECTION 6.07. Certain Financial Covenants. 

(a) Minimum Stockholder’s Equity. The Borrower will not permit Stockholders’ Equity at the last day of any fiscal quarter of
the Borrower to be less than the greater of (i) 40% of the total assets of the Borrower and its Subsidiaries as at the last day of such fiscal quarter (determined on a consolidated basis, without duplication, in accordance with GAAP) and
(ii) the sum of
(x) 
$17540,000,000 plus (y) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after the Amendment No. 45 Effective Date (other than the proceeds of sales of Equity Interests by and among the Borrower and its
Subsidiaries)
but including, for clarity, any remaining Tender Offer Equity Proceeds after the Completion of the Tender Offer. 

(b) Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 21.0065
 to 1 at any time. 
 (c) Consolidated Interest Coverage Ratio. The
Borrower will not permit the Consolidated Interest Coverage Ratio to be less than 2.50 to 1 as of the last day of any fiscal quarter of the Borrower. 

(d) Liquidity Test. The Borrower will not permit the aggregate Value of the Eligible Portfolio Investments that can be converted to Cash
in fewer than 20 Business Days without more than a 5% change in price to be less than 10% of the Covered Debt Amount for more than 30 Business Days during any period when the Adjusted Covered Debt Balance is greater than 90% of the Adjusted
Borrowing Base. 
 (e) Obligors’ Net Worth Test. The Borrower will not permit the Obligors’ Net Worth to be less than $17540,000,000. 

(f)
Senior Coverage Ratio. The Borrower will not permit the Senior Coverage Ratio to be less than 2.
00 to
 1.00. 
 SECTION 6.08. Transactions with Affiliates. The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (i) transactions in the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction between an Obligor and a non-Obligor Subsidiary, not less favorable to such Obligor) than could be obtained at the time on an
arm’s-length basis from unrelated third parties, (ii) transactions between or among the Obligors not involving any other Affiliate, (iii) transactions between or among the Obligors and any SBIC Subsidiary or any “downstream
affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions not less favorable to the Obligors than could be obtained at the time on an
arm’s-length basis from unrelated third parties, (iv) Restricted Payments permitted by Section 6.05, dispositions permitted by Section 6.03(e) and Investments permitted by Section 6.04(e), (v) the transactions provided
in the Affiliate Agreements as the same may be amended in accordance with Section 6.11(b), (vi) existing transactions with Affiliates as set forth in Schedule 6.08, (vii) transactions permitted by Section 6.03(h) and
6.04(i) hereof, or (viii) the payment of compensation and reimbursement of expenses of directors in a manner consistent with current practice of the Borrower and general market practice, and indemnification to directors in the ordinary course
of business. 

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

SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries (other than Financing
Subsidiaries) to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or
hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents and documents with respect to Indebtedness
permitted under Section 6.01(b); (b) covenants in documents creating Liens permitted by Section 6.02 (including covenants with respect to Designated Indebtedness Obligations or Designated Indebtedness Holders under (and, in each case,
as defined in) the Guarantee and Security Agreement) prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not subject to a waiver; and (d) any other agreement that does not restrict in
any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the “Secured Obligations” under and as defined in the Guarantee and Security Agreement and does not require the direct or indirect
granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement. 

SECTION 6.11. Modifications of Indebtedness and Affiliate Agreements. The Borrower will not, and will not permit any of its
Subsidiaries to, consent to any modification, supplement or waiver of: 
 (a) any of the provisions of any agreement, instrument or other
document evidencing or relating to any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Unsecured Shorter-Term Indebtedness that would result in such Indebtedness not meeting the requirements of the definition of “Secured
Longer-Term Indebtedness”, “Unsecured Longer-Term Indebtedness” or “Unsecured Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless, in the case of Unsecured Longer-Term
Indebtedness, such Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term
Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); 

(b) any of the Affiliate Agreements, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could
be obtained on an arm’s-length basis from unrelated third parties. 

  
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 The Administrative Agent 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, provided that no such amendment, restatement or modification shall, unless Borrower
complies with the terms of Section 5.08(a) (i) hereof, cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with the definition thereof. 

SECTION 6.12. Payments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than
Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (other than (i) the refinancing of Secured
Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes with Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section 6.01 (such Secured Longer-Term Indebtedness or Unsecured
Longer-Term Indebtedness, the “Refinancing Indebtedness”); provided that the Borrower may, at its option, use the proceeds of such Refinancing Indebtedness to immediately prepay Loans hereunder and, within 45 calendar days
after such prepayment, the Borrower may prepay such Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Specified Notes (including with proceeds of the Loans hereunder) in an amount equal to the principal amount of Loans prepaid
with such Refinancing Indebtedness; or (ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans), except for (a) regularly scheduled payments, prepayments or redemptions
of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being
understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on
account of interest or expenses on such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)), or (b) payments and prepayments of Secured Longer-Term
Indebtedness required to comply with requirements of Section 2.09(c). 
 SECTION 6.13. Modification of Investment Policies.
Other than with respect to Permitted Policy Amendments, the Borrower will not amend, supplement, waive or otherwise modify in any material respect the Investment Policies as in effect on the 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. 

  
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 SECTION 6.15. Derivative Transactions. The Borrower will not, nor will it permit
any of its Subsidiaries (other than Financing Subsidiaries) to, enter into any derivative, swap or other similar transactions or agreements, except for repurchase agreements described in clause (d) of the definition of “Cash
Equivalents” and for Hedging Agreements to the extent permitted pursuant to Sections 6.01(e) and 6.04(c). 
 SECTION 6.16.
Financing
Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries to, create any new Financing
Subsidiaries from and after the Amendment No. 5 Effective Date. 

ARTICLE VII 

EVENTS OF DEFAULT 
 If any
of the following events (“Events of Default”) shall occur and be continuing: 
 (a) the Borrower shall (i) fail to pay
any principal of any Loan (including, without limitation, any principal payable under Section 2.09(b), (c) or (d)) or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail to Cash Collateralize any LC Exposure as and when required by Section 2.04(k); 

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

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or
any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect; 
 (d)
the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.01(e), Section 5.02(a), Section 5.03 (with respect to the Borrower’s and its Subsidiaries’ existence only,
and not with respect to the Borrower’s and its Subsidiaries’ rights, licenses, permits, privileges or franchises), Sections 5.08(a), (b) or (c)(ii)(G), Section 5.10, Section 5.12(c) or in Article VI or any Obligor shall
default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement or (ii) Section 5.01(f) or Sections 5.02(b), (c) or (d) and, in the case of this clause (ii), such failure
shall continue unremedied for a period of five or more days after the Borrower has knowledge of such failure; 
 (e) the Borrower or any
Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document and such failure
shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower; 

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

(g) any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or
(ii) shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to, as a result of an event of default under such
Material Indebtedness, cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, unless, in the case of this clause (ii), such event or condition is
no longer continuing or has been waived in accordance with the terms of such Material Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (1) secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible debt that becomes due as a result of a conversion, repurchase or redemption event; provided that such conversion,
repurchase or redemption is settled only with Permitted Equity Interests (other than interest and expenses, which may be paid in cash). 

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

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

  
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 (j) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (k) one or more judgments for the
payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and (i) the same shall remain undischarged for a
period of 30 consecutive days following the entry of such judgment during which 30 day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted
by an insurer of reputable standing, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) to enforce any such
judgment; 
 (l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect; 
 (m) an Investment Advisor Departure Event shall occur; 

(n) a Change in Control shall occur; 

(o) any SBIC Subsidiary shall become the subject of an enforcement action and be transferred into liquidation status by the SBA; 

(p) the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments held by Obligors having an aggregate
Value in excess of 5% of the aggregate Value of all Portfolio Investments held by Obligors, not be, valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor of
the Collateral Agent (or any Obligor or any Affiliate of an Obligor shall so assert in writing), free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents) except as a result of
a disposition of Portfolio Investments in a transaction or series of transactions permitted under this Agreement and except to the extent that any such loss of perfection results from the failure of the Collateral Agent to maintain possession of
certificates representing securities pledged under the Guarantee and Security Agreement; provided that if such default is as a result of any action of the Administrative Agent or Collateral Agent or a failure of the Administrative Agent or
Collateral Agent to take any action within its control, then there shall be no Default or Event of Default hereunder unless such default shall continue unremedied for a period of ten (10) consecutive Business Days after the earlier of
(i) the Borrower becoming aware of such default and (ii) the Borrower’s receipt of written notice of such default thereof from the Administrative Agent, unless, in each case, the continuance thereof is a result of a failure of the
Collateral Agent or Administrative Agent to take an action within their control (and the Borrower has requested that the Collateral Agent or Administrative Agent to take such action); 

  
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 (q) 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 there shall be any actual invalidity of any guaranty thereunder or any Obligor or
any Affiliate of an Obligor shall so assert in writing; or 
 (r) the Borrower or any of its Subsidiaries shall cause or permit the
occurrence of any condition or event that would result in any recourse to any Obligor under any Permitted SBIC Guarantee. 
 then, and in every such event
(other than an event described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower. 
 In the event the Loans shall be declared or shall become due and payable pursuant to the immediately preceding paragraph
then, upon notice from the Administrative Agent, the Issuing Bank or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall immediately
Cash Collateralize such LC Exposure plus any accrued and unpaid interest thereon; provided that the obligation to Cash Collateralize such LC Exposure shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of an Event of Default described in clause (h), (i) or (j) of this Article. 

Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law,
(a) the Commitments shall automatically and without further act be terminated, (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the
interests of each Lender in the Designated Obligations under each Loan in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans,
whether or not such Lender shall previously have participated therein, and (b) simultaneously with the deemed exchange of interests pursuant to clause (a) above, the interests in the Designated Obligations to be received in such deemed
exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) and on and after such date all amounts accruing and owed to
the Lenders in 

  
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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 Loan
Parties. 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. 

ARTICLE VIII 
 THE
ADMINISTRATIVE AGENT 
 SECTION 8.01. Appointment. 

(a) Appointment of the Administrative Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. 
 (b) Appointment of the Collateral Agent. Each of the
Lenders and the Issuing Bank hereby irrevocably appoints the Collateral Agent as its collateral agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to have all the rights and benefits hereunder and thereunder
(including Section 9 of the Guarantee and Security Agreement), and to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto. 

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

SECTION 8.03. Limitation of Duties; Exculpation. The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.02 and Article VII of this Agreement) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent. 
 SECTION 8.04. Reliance. The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. 

  
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 SECTION 8.05. Sub-Agents. The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 

SECTION 8.06. Resignation; Successor Administrative Agent. The Administrative Agent may resign at any time by notifying the
Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (provided that no such consent shall be required if an Event of
Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of
the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (1) the retiring Administrative Agent shall be discharged from
its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by
or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already
discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.
After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as
Administrative Agent. 
 SECTION 8.07. Reliance by Lenders. Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

  
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 SECTION 8.08. Modifications to Loan Documents. Except as otherwise provided in
Section 9.02(b) or 9.02(c) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents;
provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or
substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations
entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to
(1) release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition of less than all or substantially all of the Collateral to which the Required Lenders have consented and
(2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a Structured Subsidiary in accordance with this Agreement or which is no longer
required to be a “Subsidiary Guarantor”, so long as in the case of this clause (2): (A) immediately after giving effect to any such release (and any concurrent acquisitions of Portfolio Investments or payment of outstanding
Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under
the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Borrowing Base immediately after giving effect to such release is at least 120% of the Covered Debt Amount and (C) no Default has
occurred and is continuing. 
 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)) e-mail, as
follows: 
 (i) if to the Borrower, to it at: 

THL Credit, Inc. 
 100 Federal
St., 31st Floor 
 Boston, MA 02110 

Attention: Terrence W. Olson 

Telecopy Number: 877-494-9096 

Telephone: 617-790-6010 

  
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 With a copy to: 

THL Credit, Inc. 
 100 Federal
St., 31st Floor 
 Boston, MA 02110 

Attention: William Karim 

Telecopy Number: 877-304-9284 

Telephone: 617-790-6046 
 With a
copy to: 
 THLFirst Eagle Alternative Credit Advisors, LLC 

100 Federal St., 31st Floor 

Boston, MA 02110 
 Attention:
Terrence W. Olson 
 Telecopy Number: 877-494-9096 

Telephone: 617-790-6010 
 With a
copy to: 
 Dechert LLP 
 1095
Avenue of the Americas 
 New York, NY 10036 

Attention: Jay R. Alicandri, Esq. 

Telecopy Number: 212-698-3599 

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

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

Attention: Patrick Frisch 

Telephone Number: (646) 424-6912 

Telecopy Number: (646) 424-6919 

with a copy to: 
 Fried, Frank,
Harris, Shriver & Jacobson LLP 
 One New York Plaza 

New York, New York 10004 

Attention: Andrew J. Klein, Esq. 

Telecopy Number: (212) 859-4000 

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

  
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 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 and the Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Section 2.05 if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided
that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor. 
 (c) Documents to be Delivered under Sections 5.01
and 5.12(a). For so long as a DebtdomainTM or equivalent website is available to each of the Lenders hereunder, the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under Sections 5.01 and
5.12(a) by delivering one hard copy thereof to the Administrative Agent and either an electronic copy or a notice identifying the website where such information is located for posting by the Administrative Agent on DebtdomainTM or such
equivalent website, provided that the Administrative Agent shall have no responsibility to maintain access to DebtdomainTM or an equivalent website. 

SECTION 9.02. Waivers; Amendments. 

(a) No Deemed Waivers Remedies Cumulative. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising
any right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. 

  
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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 or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 

(b) Amendments to this Agreement. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to
an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that, subject to Section 2.17(b), no such
agreement shall 
 (i) increase the Commitment of any Lender without the written consent of such Lender, 

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender directly affected thereby, 
 (iii) postpone the scheduled date
of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees or other amounts payable to a Lender hereunder, or reduce the amount or waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender directly affected thereby, 
 (iv) change
Section 2.16(b), (c) or (d) or Section 2.09(g) in a manner that would alter the pro rata sharing of payments, or making of disbursements, required thereby without the written consent of each Lender directly affected thereby, 

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

(vi) change any of the provisions of the definition of the term “Agreed Foreign Currency” or any other provision
hereof specifying the Foreign Currencies in which each Multicurrency Lender must make Multicurrency Loans, or make any determination or grant any consent hereunder with respect to the definition of “Agreed Foreign Currencies” without the
written consent of each Multicurrency Lender. 
 provided further that (x) no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be, and (y) the consent of Lenders holding not less than two-thirds of the
total Revolving Credit Exposures and unused Commitments will be required for (A) any change adverse to the Lenders affecting the 

  
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provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii), and (B) any release of any material
portion of the Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents. Anything in this Agreement to the contrary notwithstanding, this Agreement may be amended in accordance with the provisions of
Section 2.12(b). 
 (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, and the Liens granted under the Guarantee and Security Agreement may not be spread to secure any additional obligations (excluding any such
increase pursuant to a Commitment Increase under Section 2.07(f) to an amount such that immediately after giving effect to such increase, the total Commitments of all of the Lenders hereunder as of the Commitment Increase Date is not greater
than $300,000,000) except to the extent otherwise contemplated by the Guarantee and Security Agreement (or pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required
Lenders); provided that, subject to Section 2.17(b), (i) without the written consent of the holders of not less than two-thirds of the total Revolving Credit Exposures and unused Commitments, no waiver, amendment or modification to
the Guarantee and Security Agreement shall (A) release any Obligor representing more than 10% of the Stockholder’s Equity of the Borrower from its obligations under the Security Documents, (B) release any guarantor representing more
than 10% of the Stockholder’s Equity of the Borrower under the Guarantee and Security Agreement from its guarantee obligations thereunder, or (C) amend the definition of “Collateral” under the Security Documents (except to add
additional collateral) and (ii) without the written consent of each Lender, no such agreement shall (W) release all or substantially all of the Obligors from their respective obligations under the Security Documents, (X) release all
or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, (Y) release all or substantially all of the guarantors under the Guarantee and Security Agreement from
their guarantee obligations thereunder, or (Z) alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the
Loans and other obligations hereunder) with respect to the collateral security provided thereby; except that no such consent described in clause (i) or (ii) above shall be required, and the Administrative Agent is hereby authorized (and so
agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property permitted
hereunder or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented, or otherwise in accordance with Section 9.15. 

(d) Replacement of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent requiring (i) the
consent of “each Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the holders of the total Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders is
obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower shall have the right, at its
sole cost and expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed
change, waiver, discharge or termination. 

  
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 SECTION 9.03. Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable, documented and out-of-pocket costs and expenses actually
incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable, documented and out-of-pocket fees, charges and disbursements of up to one outside counsel for the Administrative Agent and the Collateral
Agent collectively (other than the allocated costs of internal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and
the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause
(a), all reasonable, documented and out-of-pocket costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expense incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented and out-of-pocket expenses actually incurred by the Administrative Agent, the Issuing Bank or any Lender, including the
reasonable, documented and out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent and the Collateral Agent, taken as a whole, and one additional counsel for the Lenders, taken as a whole, in connection with
the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such
documented and out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable, documented and out-of-pocket costs, expenses, taxes, assessments and other charges
actually incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is
continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Sections 5.06(b) and 5.12(b)(iii) in excess of the greater of (x) $200,000 or
(y) .05% of the Total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”). 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes
or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the reasonable, documented and out-of-pocket fees, charges and disbursements of any outside counsel for any Indemnitee (other than
the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby,
the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions 

  
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contemplated hereby (including, without limitation, any arrangement entered into with an Independent Valuation Provider), (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the willful misconduct or gross negligence of such Indemnitee, (2) result from a claim brought against such Indemnitee for material breach, or a breach in bad faith, of such Indemnitee’s obligations under this Agreement or the other
Loan Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (3) result from a claim arising as a result of a dispute between Indemnitees (other
than (x) any dispute involving claims against the Administrative Agent or the Issuing Bank, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its Affiliates). 

The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection
with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding
provisions of this subsection. 
 (c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section (and without limiting its obligation to do so), or to the extent that the fees, costs and expenses of the Independent Valuation Provider
incurred pursuant to Section 5.12(b)(iii) exceed the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap, the Administrative Agent shall have afforded the Lenders an
opportunity to consult with the Administrative Agent regarding such expenses), each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent or the Issuing Bank in its capacity as such. 
 (d) Waiver of Consequential Damages, Etc.
To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of; this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit the use of the proceeds thereof. 

  
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 (e) Payments. All amounts due under this Section shall be payable promptly after
written demand therefor. 
 (f) The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this
paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower and each of its Subsidiaries each acknowledge and agree
that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and its
Subsidiaries, on the other, and (ii) in connection therewith and with the process leading thereto, (x) except as otherwise provided in any of the Loan Documents, no Lender has assumed an advisory or fiduciary responsibility in favor of the
Borrower or any of its Subsidiaries, any of their stockholders or affiliates (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower or any of its Subsidiaries, their stockholders or their affiliates on
other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of the Borrower or any of its Subsidiaries, their management or stockholders. The Borrower and each Obligor each acknowledge and agree
that it has consulted legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower and each
Obligor each agree that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to the Borrower or any of its Subsidiaries, in each case, in connection with such transactions
contemplated hereby or the process leading thereto. 
 SECTION 9.04. Successors and Assigns. 

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

(i) Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one
or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld, conditioned or delayed) of: 

  
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 (A) the Borrower, provided that (i) no consent of the Borrower shall be
required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; and 

(B) the Administrative Agent and, in the case of an assignment of Multicurrency Loans or Commitments, the Issuing Bank,
provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent
and the Issuing Bank. 
 (ii) Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such
consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 
 (B) each partial
assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments and Loans
and LC Exposure; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for
which the Borrower and the Guarantors shall not be obligated (except in the case of an assignment pursuant to Section 2.18(b)); and 

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

  
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Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to
facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section. 

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

(d) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
 (e) Special Purposes
Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender,
identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided
that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the
terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender
herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.13 (or any other increased costs protection provision), 2.14 or 2.15. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender
for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the 

  
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Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with
respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. 

Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless
each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may
(i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions
providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in
derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers
for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating
agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC. 
 (f)
Participations. Any Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents
(including all or a portion of its Commitments and the Loans owing to it); provided that (i) the consent of the Borrower shall not be required (A) for any participation to a Lender or an Affiliate of a Lender, or (B) if an
Event of Default has occurred and is continuing, (ii) the Borrower shall be deemed to have consented unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after receiving notice thereof,
(iii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(v) the Borrower, the Issuing Bank, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan
Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification
or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (g) of this Section, the Borrower agrees that each 

  
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Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(d) as though it
were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person
except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. 
 (g) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender. 
 (h) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any
other central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto. 
 (i) No Assignments to the Borrower or Affiliates. Anything in this
Section to the contrary notwithstanding, no Lender may (i) assign or participate any interest in any Commitment, Loan or LC Exposure held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each
Lender or (ii) assign any interest in any Commitment, Loan or LC Exposure held by it hereunder to a natural person or to any Person known by such Lender at the time of such assignment to be a Defaulting Lender, a Subsidiary of a Defaulting
Lender or a Person who, upon consummation of such assignment would be a Defaulting Lender. 
 (j) Multicurrency Lenders. Any
assignment by a Multicurrency Lender, so long as no Event of Default has occurred and is continuing, must be to a Person that is able to fund and receive payments on account of each outstanding Agreed Foreign Currency at such time without the need
to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”. 

  
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 SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or
any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. 
 SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic
Execution. 
 (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective when provided in Section 4.01, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page to this Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement. 

(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in 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. 

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

SECTION 9.09. Governing Law; Jurisdiction; Etc. 

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

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

  
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 (d) Service of Process. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

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

SECTION 9.11. Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign
Currency, as the case may be (the “Specified Currency”) and payment in New York City or the country of the Specified Currency (the “Specified Place”) is of the essence, and the Specified Currency shall be the
currency of account in all events relating to Loans denominated in the Specified Currency. Subject to Section 2.16(a), the payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in
another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the
amount of the Specified Currency in the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second
Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next
preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section called an
“Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to
be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the
Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally
due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred. 
  

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

SECTION 9.13. Treatment of Certain Information; Confidentiality. 

(a) Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other
services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each
Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being
understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. 
 (b)
Confidentiality. Each of the Administrative Agent (including in its capacity as the Collateral Agent), the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may
be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, provided that, so long as no Default or Event of Default shall have occurred and be
continuing, the Administrative Agent and each Lender agree not to disclose any confidential Information consisting of the underwriting memoranda or similar materials delivered pursuant to Section 5.01(h) to a prospective assignee or Participant
that is a Direct Competitor, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) [intentionally omitted], (h) with the consent of the
Borrower, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to the Loans, (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Bank,
any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, or (k) in connection with the Lenders’ right to grant security interest pursuant to Section 9.04(h) to the Federal
Reserve Bank or any other central bank, or subject to an agreement containing provisions substantially the same as those of this Section, to any other pledgee or assignee pursuant to Section 9.04(h). 

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

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

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 Loan Documents,
and each of the documents securing the obligations hereunder as the Borrower may reasonably request, all at the sole cost and expense of the Borrower. 

SECTION 9.16. Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and
restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder
so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to
be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. Unless specifically amended hereby,
each of the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. 

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

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

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

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. §1841(k)) of such party. 
 “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or (iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). 
 “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable. 

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

  
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 SCHEDULE 1.01(a) 

APPROVED DEALERS AND APPROVED PRICING SERVICES

 APPROVED DEALERS 
 BNP Paribas Securities
Corp. 
 Banc of America Securities LLC 
 Barclays Capital Inc.

 BofA Distributors, Inc. 
 Cantor Fitzgerald & Co.

 Citigroup Global Markets Inc. 
 Citicorp Securities Services,
Inc. 
 Credit Suisse Securities (USA) LLC 
 Daiwa Capital
Markets America Inc. 
 Deutsche Bank Securities Inc. 
 Fidelity
Brokerage Services LLC 
 Goldman, Sachs & Co. 
 HSBC
Securities (USA) Inc. 
 ING Financial Markets LLC 

Jeffries & Company, Inc. 
 J.P. Morgan Securities Inc.

 Merrill Lynch Government Securities Inc. 
 Merrill Lynch,
Pierce, Fenner & Smith Incorporated 
 Mizuho Securities USA Inc. 

Morgan Stanley & Co. Incorporated 
 Morgan Stanley Smith
Barney 
 Nomura Securities International, Inc. 
 RBC Capital
Markets 
 RBS Securities Inc. 
 UBS Financial Services Inc.

 UBS Securities LLC 
 Wells Fargo Advisors, LLC 

Wells Fargo Securities, LLC 
 Wells Fargo Investments, LLC 

APPROVED PRICING SERVICES 
 Bloomberg 

FT Interactive Data Corporation 
 Loan Pricing Corporation 

Markit 












 SCHEDULE 1.01(b) 

COMMITMENTS 

ON FILE WITH THE ADMINISTRATIVE AGENT 












 SCHEDULE 1.01(c) 

EXISTING LETTERS OF CREDIT 

 

	 	1.	 LC Number USUTFSSBI0000879, issued by the Issuing Bank on September 28, 2018 for the account of OEM Group,
LLC and for the benefit of Milara Inc., in an amount of $151,770.00. 


  

	 	2.	 LC Number USUTFSSBI0000946, issued by the Issuing Bank on November 7, 2018 for the account of OEM Group,
LLC and for the benefit of Stmicroelectronics S.R.L., in an amount of $259,448.70. 


  

	 	3.	 LC Number USUTFSSBI00001123, issued by the Issuing Bank on February 28, 2019 for the account of THL
Credit, Inc. and for the benefit of White Oak Commercial Finance, LLC, in an amount of $8,500,000.00. 


  

	 	4.	 LC Number USUTFSSBI00001132, issued by the Issuing Bank on March 6, 2019 for the account of THL Credit,
Inc. and for the benefit of Brooks Automation, Inc. in an amount of $192,000.00. 














 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)	 (a) if an Investment in Indebtedness other than a Noteless Assigned Loan (and other than a High Yield Security
that is held through DTC and has been credited to the Custodian Account pursuant to the terms of the Custodian Agreement), such Portfolio Investment is evidenced by an original promissory note registered in the name of an Obligor, delivered to the
Custodian and credited to the Custodian Account pursuant to the terms of the Custodian Agreement; provided, however, that solely in the case of Portfolio Investments in which the Collateral Agent has a first priority perfected security interest
pursuant to a valid Uniform Commercial Code filing, (a) the Borrower shall have up to 10 Business Days following the acquisition of such Portfolio Investment to deliver an original promissory note with respect to such Portfolio Investment to
the Custodian or the Collateral Agent and (b) as a result of the syndication, sale, transfer, assignment or exchange of a portion of a Portfolio Investment the Borrower shall have up to 20 Business Days to return, transfer, assign or exchange
any promissory note with respect to such Portfolio Investment and deliver new or additional promissory notes to the Custodian or the Collateral Agent as required above (each an “Undelivered Note”) (it being understood that during
the time periods in clauses (a) and (b) above only the portion of such Portfolio Investment that has not been syndicated, sold, transferred, assigned or exchanged shall satisfy the criteria specified in this paragraph 1(a));
provided, further that (i) any portion of the Borrowing Base that consists of an Eligible Portfolio Investment that is an Undelivered Note shall be identified as such in any Borrowing Base Certificate and (ii) at no time may
the aggregate amount of Undelivered Notes included in the Borrowing Base constitute more than 10% of the Portfolio Investments included in the Borrowing Base; 



(b) if a Noteless Assigned Loan, the Custodian shall have received an original of each transfer document or instrument relating to such
Noteless Assigned Loan evidencing the assignment of such Noteless Assigned Loan from any prior third party owner thereof directly to the Obligor (together with the consent of each party required under the applicable loan documentation); and 

(c) if any Investment in Indebtedness, (x) the Custodian shall have received originals or copies of each of the following, to the extent
applicable, 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
agreement or similar instruments, guarantee, assumption or substitution agreement or similar material operative document, in each case together with any amendment or modification thereto; and (y) 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; 

 

	 	2)	 such Portfolio Investment was, whether originated directly, participated in or purchased, underwritten and
closed in all material respects in accordance with the Investment Policies; 















	 	3)	 if the issuer of such Portfolio Investment is a “Debtor” (as defined in the definition of “DIP
Loan”) and such Portfolio Investment is a debt investment, such Portfolio Investment meets the other criteria set forth in the definition of DIP Loan; 


  

	 	4)	 such Portfolio Investment is Transferable (as defined below); 



 

	 	5)	 such Portfolio Investment does not represent an Investment in any Portfolio Company in which the Investment
Advisor or any of its Affiliates, or any entities advised by any of the foregoing, holds any Investment other than an Investment that is in the same class as such Portfolio Investment and is made in (a) accordance with the requirements of an
effective SEC exemptive order allowing such co-investment or joint follow-on investment or (b) compliance with any of the Mass Mutual no action letters, other interpretive guidance issued by the SEC or the Investment Company Act;



  

	 	6)	 such Portfolio Investment is not a Defaulted Obligation or a Restructured Investment; provided that a
Restructured Investment may, at the Borrower’s request and in the sole discretion of the Administrative Agent, be an Eligible Portfolio Investment so long as such Portfolio Investment (i) is Performing and (ii) has been valued by the
Independent Valuation Provider. 


  

	 	7)	 such Portfolio Investment does not represent an Investment in (i) any Financing Subsidiary,
(ii) Structured Finance Obligation, or similar off balance sheet financing vehicle, or (iii) any joint venture or other Person under the Control, whether in whole or in part, of the Borrower or its Affiliates that is in the principal
business of making multiple debt or equity investments in other unaffiliated third Persons; 


  

	 	8)	 (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 (subject to no other Liens other than any Eligible Liens) in the Portfolio Investment, (y) the Collateral Agent or the Custodian as bailee on behalf of the Collateral Agent is
holding (but only to the extent required to be delivered pursuant to paragraph 1) the documents evidencing such Portfolio Investment (which may be copies, except as required by paragraph 1 above) and (z) the other steps relating to such
Portfolio Investment set forth in Section 5.08 and in the Guarantee and Security Agreement have been taken; 


  

	 	9)	 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 Patriot Act); 



 

	 	10)	 such Portfolio Investment is denominated and payable only in US or Canadian dollars (to the extent applicable)
and the issuer of such Portfolio Investment is organized under the laws of the United States or any state or Commonwealth thereof or Canada or any province thereof, and is domiciled in the United States or Canada, its principal operations and any
property or other assets of the issuer thereunder pledged as collateral are primarily located in the United States or Canada and the only place of payment of such loans is the United States; provided, however, that the contribution to
the Borrowing Base of Portfolio Investments consisting of Canadian Issuers shall not exceed 15% of the Borrowing Base; provided, further, that no credit shall be given to the Borrowing Base for any Portfolio Investment issued by a
Canadian Issuer if any Obligor does not qualify for zero withholding for loans to Canadian borrowers; 















	 	11)	 such Portfolio Investment, if a debt investment, bears interest which is due and payable no less frequently
than semi-annually, 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 ten (10) years; 



 

	 	12)	 such Portfolio Investment, if a debt 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; 


  

	 	13)	 such Portfolio Investment is not (x) secured primarily by a mortgage, deed of trust or similar lien on
real estate, or (y) issued by a Person whose primary asset is real estate, or whose value is otherwise primarily derived from real estate; 


  

	 	14)	 such Portfolio Investment does not represent a consumer obligation (including, without limitation, a mortgage
loan, auto loan, credit card loan or personal loan); it being understood that an interest in a fund or finance company that invests in consumer obligations will not be deemed to represent a consumer obligation for purposes of this paragraph 14;



  

	 	15)	 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; 



 

	 	16)	 such Portfolio Investment is not a derivative instrument; and 



 

	 	17)	 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, to the extent required under Section 5.08(c), the Collateral Agent has “control” (within the meaning of Section 9-104 of the Uniform Commercial Code) and, to the extent such
account is not an Agency Account, no other Person’s assets are commingled in such account. 


 For purposes of
paragraph (4) 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 the Borrower 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, in the case of a debt investment, 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 or, solely in the case of a Portfolio Investment consisting of an Equity Interest, restrictions on transfers if it would
(i) cause a violation of law, (ii) require the obligor or Portfolio Company to register as an “investment 












 
company” or file any other registration statement, (iii) cause the obligor or Portfolio Company to be dissolved (including for federal income tax purposes) or to lose its tax status or
(iv) subject the Portfolio Company or obligor to any law or regulation which it was not subject to immediately prior to any transfer, and (c) restrictions on transfer to the applicable obligor or Portfolio Company under the Portfolio
Investment or its equity holders or financial sponsor entities, competitors, or, in each case, their affiliates; provided, further, that in the event that (i) an Obligor is a party to an intercreditor arrangement with other
lenders thereof with payment rights or lien priorities that are junior or senior to the rights of such Obligor, such Portfolio Investment may be subject to customary and market based rights of first refusal, rights of first offer and purchase rights
in favor, in each case, of such other lenders thereof (so long as the Value used in determining the Borrowing Base is not greater than the amount of such right of first refusal, first offer or purchase rights) or (ii) such Portfolio Investment
constitutes an Equity Interest, such Portfolio Investment may be subject to customary and market based rights of first refusal, rights of first offer, purchase rights, drag-along rights, tag-along rights, market stand-off agreements or other similar
rights; provided that the Value of any Eligible Portfolio Investments for purposes of the Borrowing Base shall not exceed the value that could reasonably be expected to be realized in the event of a foreclosure or sale by the Collateral Agent
after taking into account any restrictions on assignment permitted under this clause (ii). 












 SCHEDULE 3.11(a) 

MATERIAL AGREEMENTS 

Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of the date hereof. Outstanding commitment is $275,000,000 (plus all accrued
and unpaid interest and premiums and fees thereon, all costs and expenses and all indemnifications payable in connection with such facility). 
 Unsecured
Senior Notes Indenture, dated as of November 18, 2014, between THL Credit, Inc. and U.S. Bank National Association, as Trustee. Outstanding balance is $110,000,000. 












 SCHEDULE 3.11(b) 

LIENS 
 Financing Statement
number SRV 110290351, initial filing number 2011 0916232, filed on March 11, 2011 with the Delaware Department of State, listing THL Credit, Inc. as debtor and ING Capital LLC as secured party; 

Financing Statement number SRV 110290369, initial filing number 2011 0916299, filed on March 11, 2011 with the Delaware Department of State, listing THL
Credit Holdings, Inc. as debtor and ING Capital LLC as secured party; 
 Financing Statement number SRV 110290384, initial filing number 2011 0916356, filed
on March 11, 2011 with the Delaware Department of State, listing THL Corporate Finance, Inc. as debtor and ING Capital LLC as secured party; and 

Financing Statement number SRV 120532677, initial filing number 2012 1787292, filed on May 9, 2012 with the Delaware Department of State, listing THL
Credit YP Holdings LLC as debtor and ING Capital LLC as secured party. 
 Financing Statement number SRV 120532682, initial filing number 2012 1787342,
filed on May 9, 2012 with the Delaware Department of State, listing THL Credit YP Holdings Inc. as debtor and ING Capital LLC as secured party. 

Financing Statement number SRV 130272788, initial filing number 2013 0835869, filed on March 4, 2013 with the Delaware Department of State, listing THL
Credit AIM Media Holdings Inc. as debtor and ING Capital LLC as secured party. 
 The foregoing Liens are all asset liens and secure the obligations noted
on Schedule 3.11(a). The aggregate amount of indebtedness secured by such Liens under the Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of the date hereof, is $275,000,000 (plus all accrued and unpaid interest and
premiums and fees thereon, all costs and expenses and all indemnifications payable in connection with such facility). 












 SCHEDULE 3.12(a) 

SUBSIDIARIES 
  

											
	Name	  	Jurisdiction of
Organization	  	Parent	  	 Ownership

Interests
	  	Percentage
Owned	 
	 THL Credit Holdings, Inc.
	  	Delaware	  	THL Credit, Inc.	  	100 common shares	  	 	100	% 
	 THL Corporate Finance, Inc.
	  	Delaware	  	THL Credit, Inc.	  	100 common shares	  	 	100	% 
	 THL Credit YP Holdings Inc.
	  	Delaware	  	THL Credit, Inc.	  	100 common shares	  	 	100	% 
	 THL Credit YP Holdings LLC
	  	Delaware	  	THL Credit YP Holdings Inc.	  	N/A	  	 	100	% 
	 THL Credit AIM Media Holdings Inc.
	  	Delaware	  	THL Credit, Inc.	  	100 common shares	  	 	100	% 
	 THL Credit SBIC GP, LLC
	  	Delaware	  	THL Credit, Inc.	  	N/A	  	 	100	% 
	 THL Credit SBIC, LP
	  	Delaware	  	 THL Credit, Inc.
 THL Credit SBIC GP,
LLC
	  	N/A	  	 
 
	99
 1
	% 
 % 

	 THL Credit OEMG Investor, Inc.
	  	Delaware	  	 THL Credit, Inc.

THL Credit Greenway Fund LLC
	  	 93.51 common shares
 6.49 common
shares
	  	 
 
	93.51
 6.49
	% 
 % 














 SCHEDULE 3.12(b) 

INVESTMENTS 
 None. 












 SCHEDULE 6.08 

CERTAIN AFFILIATE TRANSACTIONS 

None.