Exhibit 10.1


 


[FORM OF SENIOR SECURED REVOLVING CREDIT
AGREEMENT]


 


 






 


SENIOR SECURED

REVOLVING CREDIT AGREEMENT


 


dated as of


 


October 17, 2014


 


among


 


CAPITALA FINANCE CORP.


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	32
	SECTION 1.03.	Terms Generally	32
	SECTION 1.04.	Accounting Terms	32
	 	 
	ARTICLE II          THE CREDITS	 
	 	 	 
	SECTION 2.01.	The Commitments	33
	SECTION 2.02.	Loans and Borrowings	33
	SECTION 2.03.	Requests for Borrowings	34
	SECTION 2.04.	Funding of Borrowings	34
	SECTION 2.05.	Interest Elections	35
	SECTION 2.06.	Termination, Reduction or Increase of the Commitments	36
	SECTION 2.07.	Repayment of Loans; Evidence of Debt	39
	SECTION 2.08.	Prepayment of Loans	40
	SECTION 2.09.	Fees	43
	SECTION 2.10.	Interest	43
	SECTION 2.11.	Eurocurrency Borrowing Provisions	44
	SECTION 2.12.	Increased Costs	45
	SECTION 2.13.	Break Funding Payments	46
	SECTION 2.14.	Taxes	47
	SECTION 2.15.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	52
	SECTION 2.16.	Defaulting Lenders	53
	SECTION 2.17.	Mitigation Obligations; Replacement of Lenders	54
	 	 	 
	ARTICLE III          REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	SECTION 3.01.	Organization; Powers	55
	SECTION 3.02.	Authorization; Enforceability	55
	SECTION 3.03.	Governmental Approvals; No Conflicts	55
	SECTION 3.04.	Financial Condition; No Material Adverse Effect	56
	SECTION 3.05.	Litigation	56


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 3.06.	Compliance with Laws and Agreements	57
	SECTION 3.07.	Taxes	57
	SECTION 3.08.	ERISA	57
	SECTION 3.09.	Disclosure	58
	SECTION 3.10.	Investment Company Act; Margin Regulations	58
	SECTION 3.11.	Material Agreements and Liens	59
	SECTION 3.12.	Subsidiaries and Investments	59
	SECTION 3.13.	Properties	60
	SECTION 3.14.	Solvency	60
	SECTION 3.15.	Affiliate Agreements	60
	SECTION 3.16.	No Default	60
	SECTION 3.17.	Use of Proceeds	60
	SECTION 3.18.	Security Documents	60
	SECTION 3.19.	Compliance with Sanctions	61
	SECTION 3.20.	Anti-Money Laundering Program	61
	SECTION 3.21.	Structured Subsidiaries	61
	SECTION 3.22.	Anti-Corruption Laws	61
	SECTION 3.23.	Status as Senior Debt; Subordinated Debt	62
	 	 	 
	ARTICLE IV           CONDITIONS	 
	 	 	 
	SECTION 4.01.	Effective Date	62
	SECTION 4.02.	Conditions to Each Credit Event	65
	 	 	 
	ARTICLE V           AFFIRMATIVE COVENANTS	 
	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	66
	SECTION 5.02.	Notices of Material Events	69
	SECTION 5.03.	Existence; Conduct of Business	70
	SECTION 5.04.	Payment of Obligations	70
	SECTION 5.05.	Maintenance of Properties; Insurance	70
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	70
	SECTION 5.07.	Compliance with Laws and Agreements	71


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	72
	SECTION 5.09.	Use of Proceeds	75
	SECTION 5.10.	Status of RIC and BDC	75
	SECTION 5.11.	Investment Policies	75
	SECTION 5.12.	Portfolio Valuation and Diversification Etc	75
	SECTION 5.13.	Calculation of Borrowing Base	81
	SECTION 5.14.	Taxes	91
	 	 	 
	ARTICLE VI          NEGATIVE COVENANTS	 
	 	 	 
	SECTION 6.01.	Indebtedness	91
	SECTION 6.02.	Liens	93
	SECTION 6.03.	Fundamental Changes	93
	SECTION 6.04.	Investments	95
	SECTION 6.05.	Restricted Payments	96
	SECTION 6.06.	Certain Restrictions on Subsidiaries	97
	SECTION 6.07.	Certain Financial Covenants	97
	SECTION 6.08.	Transactions with Affiliates	98
	SECTION 6.09.	Lines of Business	98
	SECTION 6.10.	No Further Negative Pledge	99
	SECTION 6.11.	Modifications of Indebtedness and Affiliate Agreements	99
	SECTION 6.12.	Payments of Longer-Term Indebtedness	100
	SECTION 6.13.	Modification of Investment Policies	100
	SECTION 6.14.	SBIC Guarantee	100
	SECTION 6.15.	Derivative Transactions	100
	SECTION 6.16.	Status as Senior Debt; Designation of Other Indebtedness	100
	SECTION 6.17.	Convertible Indebtedness	101
	 	 	 
	ARTICLE VII          EVENTS OF DEFAULT	 
	 	 	 
	ARTICLE VIII         THE ADMINISTRATIVE AGENT	 
	 	 	 
	SECTION 8.01.	Appointment of the Administrative Agent	104
	SECTION 8.02.	Capacity as Lender	105


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 8.03.	Limitation of Duties; Exculpation	105
	SECTION 8.04.	Reliance	105
	SECTION 8.05.	Sub-Agents	106
	SECTION 8.06.	Resignation; Successor Administrative Agent	106
	SECTION 8.07.	Reliance by Lenders	106
	SECTION 8.08.	Modifications to Loan Documents	107
	 	 	 
	ARTICLE IX           MISCELLANEOUS	 
	 	 
	SECTION 9.01.	Notices; Electronic Communications	107
	SECTION 9.02.	Waivers; Amendments	109
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	111
	SECTION 9.04.	Successors and Assigns	114
	SECTION 9.05.	Survival	118
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	118
	SECTION 9.07.	Severability	119
	SECTION 9.08.	Right of Setoff	119
	SECTION 9.09.	Governing Law; Jurisdiction; Etc	119
	SECTION 9.10.	WAIVER OF JURY TRIAL	120
	SECTION 9.11.	Judgment Currency	120
	SECTION 9.12.	Headings	120
	SECTION 9.13.	Treatment of Certain Information; Confidentiality	121
	SECTION 9.14.	USA PATRIOT Act	122
	SECTION 9.15.	Termination	122


 


	SCHEDULE 1.01(a)	-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	[Intentionally omitted]
	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


 




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Table
of Contents


(continued)


 


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


 




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SENIOR SECURED REVOLVING
CREDIT AGREEMENT dated as of October 17, 2014 (this “Agreement”), among CAPITALA FINANCE CORP., a Maryland
corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.


 


WHEREAS, the Borrower
has requested that the Lenders (as defined herein) extend credit to the Borrower from time to time pursuant to the commitments
as set forth herein and the Lenders have agreed to extend such credit upon the terms and conditions hereof.


 


NOW, THEREFORE,
in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree 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:


 


“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 the greater of (i) (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate for such Interest Period and (ii) zero.


 


“Administrative
Agent” 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.


 




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“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 Advisory Agreement, dated as of September 24, 2013, by and between the Borrower
and the Investment Advisor, and (b) the Administration Agreement, dated as of September 24, 2013, by and between the
Borrower and Capitala Advisors Corp., a North Carolina Corporation.


 


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


 


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


 


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


 


“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate for such day plus 1/2 of 1% and (c) the LIBO Rate for deposits in U.S. dollars for a period
of three (3) months plus 1%. 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.


 


“Anti-Corruption
Laws” has the meaning assigned to such term in Section 3.22.


 


“Applicable
Commitment Fee Rate” means, with respect to any day during the period commencing on the Effective Date and ending on
the earlier of the date the Commitments are terminated and the Revolver Termination Date, a rate per annum equal to:


 


(x) as of the close of business on
each day when utilization is less than the Minimum Utilization Amount, the commitment fee accrued for such day shall be the sum
obtained by adding:


 


(a) 2.50% per annum on the
difference obtained by subtracting:


 


(i) the aggregate outstanding
principal balance of the Loans


 


from 


 


(ii) the Minimum Utilization
Amount


 


plus 


 


(b) 0.50% per annum on the
difference obtained by subtracting:


 




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(i) the Minimum Utilization
Amount,


 


from


 


(ii) the aggregate Commitments
of the Lenders


 


and 


 


(y) as of the close of business on
each day when utilization is greater than or equal to the Minimum Utilization Amount, the commitment fee accrued for such day shall
be 0.50% per annum on the unutilized portion of the Commitments.


 


For purposes of determining
the Applicable Commitment Fee Rate, the Commitments shall be deemed to be utilized to the extent of the outstanding Loans of all
Lenders.


 


“Applicable
Margin” means, (a) with respect to any ABR Loan, 2.00% per annum; and (b) with respect to any Eurocurrency Loan,
3.00% per annum.


 


“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, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments pursuant to Section 9.04(b).


 


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


 


“Approved Third-Party
Appraiser” means any Independent nationally recognized third-party appraisal firm (a) designated by the Borrower in writing
to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors of the
Borrower that such firm has been approved by the Borrower for purposes of assisting the Board of Directors of the Borrower in making
valuations of portfolio assets to determine the Borrower’s compliance with the applicable provisions of the Investment Company
Act) and (b) acceptable to the Administrative Agent, provided that, in each case to the extent such Approved Third-Party
Appraiser requests or requires a non-reliance letter, confidentiality agreement or similar agreement prior to allowing the Administrative
Agent to review the written valuation report of the Approved Third-Party Appraiser referred to in the first sentence of Section
5.12(b)(ii)(B)(y), such Administrative Agent and such Approved Third-Party Appraiser shall have entered into a letter or agreement
on customary and reasonable terms. Subject to the foregoing, it is understood and agreed that Houlihan Lokey, Duff & Phelps
LLC, Murray, Devine and Company, Lincoln Partners Advisors, LLC, Valuation Research Corporation and McGladrey LLP are acceptable
to the Administrative Agent solely to the extent they are not serving as the Independent Valuation Provider.


 




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“Asset Coverage
Ratio” means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of total assets, less
all liabilities and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing
indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the
SEC issued to the Borrower thereunder). 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 an Obligor and promptly transferred to a Financing Subsidiary pursuant to the terms of Section
6.03(e) or (f) hereof.


 


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


 


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


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Revolver Termination
Date and the date of termination of the Commitments in accordance with this Agreement.


 


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


 


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


 




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“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.


 


“Borrowing”
means Loans of the same Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, 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.


 


“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.


 


“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 and (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, 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.


 


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


 




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


 


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


 


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


 


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


 


(e)          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 (d) 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.


 


“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.


 


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


 




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“Change in Law”
means (a) the adoption of any law, rule or regulation or treaty after the 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 Effective Date
or (c) compliance by any Lender (or, for purposes of Section 2.12(b) or Section 2.17(a), by such Lender’s holding
company, if any, or by any lending office of such Lender) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the 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 Regulation and Supervisory Practices (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”
regardless of the date enacted, adopted, issued, promulgated or implemented.


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans, as such commitment may be (a) reduced or
increased from time to time pursuant to Sections 2.06 and 2.08(c) 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
Commitment as of the Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as
of the Effective Date is $50,000,000.


 


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


 


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


 


“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 the Borrower or any of its Subsidiaries 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.


 




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“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
(including fees and other amounts actually paid to the Investment Advisor) 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 of its Subsidiaries (“PIK”) to the extent such amount exceeds the sum of (i) PIK
interest collected in cash (including any amortization 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 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 (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 the Borrower or any of its Subsidiaries 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 (x) all of the Revolving Credit Exposures of all Lenders on such date, plus
(y) 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.


 




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“Covered Taxes”
means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.


 


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


 


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


 


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


 


“DDA Account”
means that certain deposit account having account number 104791335219 maintained as of the Effective Date by the Borrower, as depositor,
with U.S. Bank National Association, as depositary bank.


 


“DDA Account
Control Agreement” means a control agreement entered into by and among the Borrower, the Collateral Agent and U.S. Bank
National Association, as depositary bank, in form and substance reasonably acceptable to the Collateral Agent, that perfects the
security interest of the Collateral Agent, for the benefit of the Secured Parties under (and as defined in) the Guarantee and Security
Agreement, in the DDA Account.


 


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


 




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“Defaulting
Lender” means any Lender that has, as reasonably determined by the Administrative Agent, (a) failed to fund any
portion of its Loans within three (3) 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, or any other Lender in writing that it does not intend to comply with any of its funding obligations under
this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement
(unless such writing or public statement states that such position is based on such Lender’s determination that one or more
conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically
identified in such writing) cannot be satisfied), (c) failed, within three (3) 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 (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 (3) Business
Days of the date when due, unless the subject of a good faith dispute, or (e) other than via an Undisclosed Administration, either
(i) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its
assets to be, insolvent or has a parent company that has been adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Person or its assets to be, insolvent or (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 has had a receiver, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for
it (unless in the case of any Lender referred to in this clause (e) the Borrower and the Administrative Agent shall be satisfied
in the exercise of their respective reasonable discretion that such Lender intends, and has all approvals required to enable it,
to continue to perform its obligations as a Lender hereunder); provided that a Lender shall not qualify as a Defaulting
Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of
the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or instrumentality
thereof, or solely as a result of an Undisclosed Administration, so long as such ownership interest or Undisclosed Administration
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender.


 


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


 


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


 


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


 


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


 




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


 


“Eligible Portfolio
Investment” means any Portfolio Investment held by any Obligor (and solely for purposes of determining the Borrowing
Base, Cash and Cash Equivalents held by any Obligor) 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 any Portfolio Investments that have
been contributed or sold, purported to be contributed or sold or otherwise transferred to any Financing Subsidiary, or held by
any Financing Subsidiary, or which secure obligations of any Financing Subsidiary, shall not be treated as Eligible Portfolio Investments
until distributed, sold or otherwise transferred to the Borrower free and clear of all Liens (other than Eligible Liens). Notwithstanding
the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provide that, for purposes of this
Agreement, all determinations of whether an Investment is to be included as an Eligible Portfolio Investment shall be determined
on a settlement-date basis (meaning that any Investment that has been purchased will not be treated as an Eligible Portfolio Investment
until such purchase has settled, and any Eligible Portfolio Investment which has been sold will not be excluded as an Eligible
Portfolio Investment until such sale has settled), provided that no such Investment shall be included as an Eligible Portfolio
Investment to the extent it has not been paid for in full.


 


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


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower or any of its Subsidiaries, is treated
as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA
and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) 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 that
is intended to qualify under Section 401(a) of the Code, the notification by the Internal Revenue Service of its intent to disqualify
the Plan or the occurrence of any other event that could reasonably be expected to prevent or cause the loss of such qualification;
(c) with respect to any Plan, the failure to satisfy the applicable minimum funding standard (as defined in Sections 412
and 430 of the Code or Sections 302 and 303 of ERISA), whether or not waived; (d) the filing pursuant to Section 412(c) of
the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;
(e) the incurrence by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan (other than a standard termination under and in accordance with Section
4041(b) of ERISA); (f) the receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (g) the incurrence by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of any Withdrawal Liability; (h) the occurrence of any nonexempt prohibited transaction within the meaning of Section 4975 of the
Code or Section 406 of ERISA with respect to any Plan; (i) the failure to make any required contribution to a Multiemployer Plan
or failure to make by its due date any required contribution to any Plan; or (j) the receipt by the Borrower, any of its Subsidiaries
or any of their respective ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates 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.


 


“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.


 


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


 


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


 




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“Existing Affiliate
Investments” means the Portfolio Investments by any Obligor existing as of the Effective Date and, subject to Section
6.08(b), any follow-on Investments by any Obligor in Print Direction, Inc.


 


“Existing Indenture”
means that certain Indenture, dated as of June 16, 2014, between the Borrower, as issuer, and U.S. Bank National Association,
as trustee, as supplemented by the First Supplemental Indenture, dated as of June 16, 2014.


 


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


 


“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 received by or paid to any Obligor on account of any foreign, United
States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind
in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in
the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection
with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance
of Equity Interests by the Borrower and issuances of Indebtedness by any Obligor), minus (b) any costs, fees, commissions,
premiums and expenses incurred by any Obligor directly incidental to such cash receipts, including reasonable legal fees and expenses;
provided, however, that Extraordinary Receipts shall not include any (i) amounts that the Borrower receives
from the Administrative Agent or any Lender pursuant to Section 2.14(g), (ii) cash receipts to the extent received from
proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments
or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person
in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such
Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto, (iii) proceeds
of business interruption insurance to the extent such proceeds constitute compensation for lost earnings, or (iv) indemnity
payments or payments in respect of judgments or settlements of 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.


 




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


 


“FCPA”
has the meaning assigned to such term in Section 3.22.


 


“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 arranged by Federal funds brokers,
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.


 


“Financial Officer”
means the chief executive officer, president, chief operating officer, chief financial officer or chief compliance officer of the
Borrower.


 


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


 


“Florida Sidecar
Subsidiary” means each of the following Subsidiaries of the Borrower: CSP-Florida Mezzanine Fund I, LLC, a North Carolina
limited liability company, and CapitalSouth Partners Florida Sidecar Fund I, L.P., a Delaware limited partnership, so long as (a) the
aggregate value of the assets of all such Subsidiaries do not exceed $2,000,000; and (b) such Subsidiaries engage only in
activities directly relating to, or in connection with, the holding and management of their respective Portfolio Investments held
as of the Effective Date.


 


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


 


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


 


“Governmental
Authority” means the government of the United States of America, or of any other nation, or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 




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“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 that certain Guarantee, Pledge and Security Agreement, dated as of the Effective Date, between
the Borrower, the Subsidiary Guarantors, 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.


 


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


 


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


 


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


 




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“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 at all times: (a) such Subsidiaries
and their Subsidiaries do not hold any Eligible Portfolio Investment; (b) the aggregate value of the assets of all such Subsidiaries
and their Subsidiaries do not exceed an amount equal to 3% of the aggregate value of the assets of the Obligors; and (c) the aggregate
revenues of all such Subsidiaries and their Subsidiaries for the most recent period of four consecutive fiscal quarters of such
Subsidiaries and their Subsidiaries for which financial statements required to be delivered pursuant to Section 5.01 do not exceed
an amount equal to 3% of the revenues of the Obligors on a pro forma basis for such period; provided, further that
if the aggregate value of the assets or revenues of all Subsidiaries designated by the Borrower as “Immaterial Subsidiaries”
(and not redesignated) shall as at any such time exceed the limits set forth in clauses (b) and (c) above, then all such Subsidiaries
shall be deemed not to be Immaterial Subsidiaries unless and until the Borrower shall redesignate one or more as not Immaterial
Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result thereof, the aggregate assets and
revenues of all Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such limits.


 


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


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits,
loans or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments,
(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired
by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other
than trade accounts payable and accrued expenses in the ordinary course of business not past due for more than 90 days after the
date on which such trade account payable was due), (e) all Indebtedness of others secured by any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of such debt being the
lower of the outstanding amount of such debt and the fair market value of the property subject to such Lien), (f) all Guarantees
by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) the net amount
such Person would be obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the time of determination,
(j) all obligations, contingent or otherwise, with respect to 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 or fund the delayed draw or unfunded portion of any existing Portfolio Investment.


 




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“Independent”
when used with respect to any specified Person means the more restrictive of the following: (a) that such Person (i) 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
or any such Subsidiary or Affiliate with a market value not to exceed $1,000,000 and (ii) 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), (b) that such Person is not an “interested person”
as defined in Section 2(a)(19) of the Investment Company Act.


 


“Independent
Valuation Provider” means any of Duff & Phelps LLC, Murray, Devine and Company, Lincoln Advisors, Houlihan Lokey,
Valuation Research Corporation and Alvarez & Marsal, or any other Independent nationally recognized third-party appraisal firm
selected by the Administrative Agent in its reasonable discretion.


 


“Industry Classification
Group” means any of the classification groups that are currently in effect by Moody’s or may be subsequently established
by Moody’s and provided by the Borrower to the Lenders.


 


“ING”
means ING Capital LLC.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“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; 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 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)(C).


 




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


 


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


 


“Investment
Advisor Departure Event” means any of the following events:


 


(a)          the
Investment Advisor shall cease to be the investment advisor of the Borrower;


 


(b)          Joseph
B. Alala, III shall cease to (x) be the sole manager of the Investment Advisor or (y) Control the Investment Advisor;


 


(c)          any
change in ownership of the Investment Advisor; or


 


(d)          if
any two of the Specified Managers are no longer actively engaged in the business of the Investment Advisor in their current capacities.


 


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


 


“Investment
Policies” means (a) the investment objectives, policies, restrictions and limitations set forth in the Company’s
Prospectus, dated September 24, 2014, under the headings “Investment Process,” “Deal Generation/Origination,”
“Screening,” “Due Diligence and Underwriting,” “Approval, Documentation and Closing,” and “Ongoing
Relationships with Portfolio Companies” and (b) the investment allocation policy between affiliated investment vehicles
managed directly or indirectly by the Investment Advisor set forth on page 3 of the Company’s Prospectus, dated September 24,
2014, under the heading “Capitala Investment Advisor”, in each case as amended from time to time pursuant to a Permitted
Policy Amendment.


 


“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)(B)(x).


 


“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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“LIBO Rate”
means, for any Interest Period, the Intercontinental Exchange Benchmark Administration Ltd. LIBO Rate (or the successor thereto
if the Intercontinental Exchange Benchmark Administration Ltd. is no longer making such rates available) per annum for deposits
in U.S. dollars for a period equal to the Interest Period appearing on the display designated as Reuters Screen LIBO01 Page (or
such other page on that service or such other service designated by the Intercontinental Exchange Benchmark Administration Ltd.
LIBO Rate (or the successor thereto if the Intercontinental Exchange Benchmark Administration Ltd. is no longer making such rates
available) for the display of such Administration’s Interest Settlement Rates for deposits in U.S. dollars) 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 LIBO01
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); provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the
relevant Interest Period, LIBO Rate for purposes of this definition 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 U.S. dollars 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.


 


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


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes delivered pursuant to Section 2.07(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.


 




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“Material Indebtedness”
means (a) Indebtedness (other than the Loans and Hedging Agreements and Total Return Swaps), of any one or more of the Borrower
and its Subsidiaries (including any Financing Subsidiary) in an aggregate principal amount exceeding $2,000,000 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 (after giving effect to any netting agreements) that the Borrower and its Subsidiaries would
be required to pay if such Hedging Agreement(s) or other swap or derivative transactions (including any Total Return Swap)
were terminated at such time would exceed $2,000,000.


 


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


 


“Minimum Utilization
Amount” means, for any day, an amount equal to 40% of the aggregate Commitments of the Lenders as of the close of business
on such day.


 


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


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.


 


“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
as a result of such Asset Sale (after taking into account any tax credits or deductions that are reasonably expected to be available)
minus (d) 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 (d) 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.


 


“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 Capitalization” means, at any date, the Obligors’ Net Worth at such date, plus the aggregate outstanding
principal amount of Unsecured Longer-Term Indebtedness of the Borrower, minus the amount of proceeds from any issuance of
Unsecured Longer-Term Indebtedness contributed to a non-Obligor Subsidiary.


 


“Obligors’
Net Worth” means, at any date, the Stockholders’ Equity at such date, minus (x) the net asset value held by any
Obligor in any non-Obligor Subsidiary and (y) the net asset value held by any Obligor in any Special Equity Interest.


 


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


 


“Other Covered
Indebtedness” means, collectively, Secured Longer-Term Indebtedness and Unsecured Shorter-Term Indebtedness.


 


“Other Permitted
Indebtedness” means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any
Obligor’s business that are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate
proceedings, (b) 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, (c) Indebtedness incurred in the ordinary course of business to finance equipment and fixtures; provided
that such Indebtedness does not exceed $100,000 in the aggregate at any time outstanding; and (d) other Indebtedness not to exceed
$1,000,000 in the aggregate.


 


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


 


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


 


“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 at any time prior to the first anniversary of the later of the Maturity Date (as in effect from time to time)
and the Termination Date.


 




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“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 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).


 




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“Permitted Policy
Amendment” is an amendment, modification, termination or restatement of the Investment Policies, that either is (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 (q) 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 (i) any employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan) that
is subject to the provisions of Title IV of ERISA or Section 412 of the Code, in respect of which the Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates is (or would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA, and (ii) any employee benefit plan within the meaning of
Section 3(3) of ERISA (other than a Multiemployer Plan) in respect of which the Borrower or any of its Subsidiaries is (or
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


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


 


“Portfolio 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 “U.S. Prime Rate”
(or its successor), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans
at rates of interest at, above, or below the Prime Rate.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on December 31, 2014.


 


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


 


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


 


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


 


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


 




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


 


“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 Permitted Equity Interests
nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with Permitted
Equity Interests (other than (x) as provided in Section 6.12(b) or (y) interest or expenses, which may be payable in cash)
shall be a Restricted Payment hereunder.


 


“Return of Capital”
means an amount equal to (i) (a) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time
in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise),
(b) without duplication of amounts received under clause (a), any net cash proceeds (including net cash proceeds of any noncash
consideration) received by any Obligor at any time from the sale of any property or assets pledged as collateral in respect of
any Portfolio Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such
Portfolio Investment, (c) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time in
respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the issuer of such Portfolio
Investment, (y) as a distribution of capital made on or in respect of such Portfolio Investment, or (z) pursuant to the recapitalization
or reclassification of the capital of the issuer of such Portfolio Investment or pursuant to the reorganization of such issuer
or (d) any similar return of capital received by any Obligor in cash (and net cash proceeds of any noncash amount) in respect of
any Portfolio Investment minus (ii) any costs, fees, commissions, premiums and expenses incurred by any Obligor directly incidental
to such Cash receipts, including reasonable legal fees and expenses.


 


“Revolver Termination
Date” means the date that is the three (3) year anniversary of the 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
Loans at such time.


 




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“RIC”
means a person qualifying for treatment as a “regulated investment company” under Subchapter M of 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.


 


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


 


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


 


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


 


“SBIC Subsidiary”
means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) 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, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of
this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:


 


(a)          other
than pursuant to a Permitted SBIC Guarantee or the requirement by the SBA that the Borrower make an equity or capital contribution
to the SBIC Subsidiary in connection with its incurrence of SBA Indebtedness (provided that such contribution is permitted
by Section 6.03(e) 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, neither the Borrower nor any of its Subsidiaries has any material contract, agreement,
arrangement or understanding with such Person other than on terms no less favorable to the Borrower or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the Borrower or such Subsidiary;


 


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


 


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


 




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


 


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


 


“Secured Longer-Term
Indebtedness” means Indebtedness for borrowed money (other than Indebtedness hereunder) of the Borrower (which may
be Guaranteed by Subsidiary Guarantors) that (a) ranks pari-passu with the Loans and is not secured by any assets of
any Obligor other than pursuant to the Security Documents and the holders of which have agreed, in a manner reasonably satisfactory
to the Administrative Agent and the Collateral Agent, to be bound by the provisions of the Security Documents, (b) 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 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 (x) as provided in Section
6.12(b) or (y) in the case of interest or expenses, which may be payable in cash) shall not constitute “amortization”,
“redemption”, “repurchase” or “prepayment” for the purposes of this definition), and (c) is
incurred pursuant to documentation containing financial covenants, covenants governing the borrowing base, if any, and portfolio
valuations, and events of default that are no more restrictive than those set forth in this Agreement and other terms (other than
interest) that are no more restrictive in any material respect upon the Borrower and its Subsidiaries than those set forth in this
Agreement.


 


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 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).


 




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“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 Effective
Date and reflected in any projections delivered to the Lenders or with respect to any transaction contemplated or undertaken after
the 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).


 


“Special Equity
Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer or the issuer’s
Affiliates of such Equity Interest, provided that (a) such Lien was created to secure Indebtedness owing by such issuer
or such issuer’s Affiliates 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.


 


“Specified Managers”
means Joseph B. Alala, III, Hunt Broyhill and John F. McGlinn (or another manager or individual reasonably acceptable to the Administrative
Agent and Required Lenders after the death, disability, resignation or termination of the same).


 


“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 (other than a representation made by an Obligor solely at
the time of the initial transfer of the asset, that such Obligor does not have knowledge of any event that would cause such asset
at the time of such initial transfer to be uncollectible) 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 referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those
imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time
to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and
as of the effective date of any change in any reserve percentage.


 




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“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.


 


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


 


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


 


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


 


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


 


(e)          at
the time of such designation, the Obligors’ Net Worth is at least $125,000,000; and


 


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


 


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


 




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“Subordinated
Debt” means any Indebtedness of the Borrower or any of its Subsidiaries (x) that is subordinated in right of payment
to the Loans, (y) that is secured by a Lien that is subordinated in priority to the Lien securing the Loans or (z) that
provides that at the option of (or upon notice to) any Person such Indebtedness (or the Liens securing such Indebtedness) will
be subordinated as contemplated by clause (x) or (y), including all “Subordinated Indebtedness” as defined in
the Existing Indenture.


 


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


 


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


 


“Tax Damages”
has the meaning assigned to such term in Section 2.14(d).


 


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


 


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


 


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


 




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


 


“Transparent
Subsidiary” means an entity 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.


 


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


 


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


 


“Undisclosed
Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the
country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to
be publicly disclosed and such appointment has not been publicly disclosed (including under the Dutch Financial Supervision Act
2007 (as amended from time to time and including any successor legislation)).


 


“Unfunded Pension
Liability” of any Plan shall mean the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA over the current value of such Plan’s assets, determined in accordance with the assumptions used for funding the Plan
pursuant to Section 412 of the Code for the applicable plan year.


 


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


 


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


 




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“Unsecured Longer-Term
Indebtedness” means any Indebtedness for borrowed money of an Obligor 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 customary put rights or repurchase or redemption obligations (x) in the case of convertible securities,
in connection with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a
continued listing rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental
change” (as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement
shall not be deemed to be “amortization”, “mandatory redemption”, “repurchase”, “prepayment”
or a “final maturity date” for purposes of this definition), (b) is incurred pursuant to documentation containing
financial covenants, covenants governing the borrowing base, if any, and portfolio valuation, and events of default that are no
more restrictive than those set forth in this Agreement, and other terms substantially comparable to market terms for substantially
similar debt of other similarly situated borrowers as reasonably determined in good faith by the Borrower (it being understood
that customary put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection
with the suspension or delisting of the capital stock of the Borrower or the failure of the Borrower to satisfy a continued listing
rule with respect to its capital stock or (y) arising out of circumstances that would constitute a “fundamental change”
(as such term is customarily defined in convertible note offerings) or be Events of Default under this Agreement shall not be deemed
to be more restrictive for purposes of this definition), and (c) is not secured by any assets of any Obligor. For the avoidance
of doubt, (a) Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any
Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy
the requirements of this definition and (b) any payment on account of Unsecured Longer-Term Indebtedness shall be subject
to Section 6.12.


 


“Unsecured Shorter-Term
Indebtedness” means, collectively, (a) any Indebtedness for borrowed money of the Borrower or any Subsidiary (other
than a Financing Subsidiary) that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term
Indebtedness and (b) any Indebtedness for borrowed money of the Borrower or any Subsidiary (other than a Financing Subsidiary)
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 this definition.


 


“U.S. Borrower”
means any Borrower that is a U.S. Person.


 


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


 


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


 


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


 


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


 


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


 




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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.


 


SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., an “ABR
Loan”). Borrowings also may be classified and referred to by Type (e.g., an “ABR Borrowing”).


 


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 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 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 Financial Accounting
Standard No. 159 or 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 Financial
Accounting Standard No. 159 or Accounting Standard Codification 825.


 




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ARTICLE
II


 


THE CREDITS


 


SECTION 2.01. The
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make 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
Credit Exposure exceeding such Lender’s Commitment, (b) the aggregate Revolving Credit Exposure of all of the Lenders
exceeding the aggregate Commitments or (c) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.


 


SECTION 2.02. Loans
and Borrowings.


 


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


 


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


 


(c)          Minimum
Amounts. Each Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $100,000 in excess thereof; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings
of more than one 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 any
Eurocurrency Borrowing (or to elect to convert to or continue as a Eurocurrency Borrowing) if the Interest Period requested therefor
would end after the Maturity Date.


 






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SECTION 2.03. Requests
for Borrowings.


 


(a)          Notice
by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by delivery of
a signed Borrowing Request or by telephone or e-mail (followed promptly by delivery of a signed Borrowing Request) (i) in
the case of a Eurocurrency Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the
date of the proposed Borrowing or (ii) 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 request for a Borrowing shall be irrevocable.


 


(b)          Content
of Borrowing Requests. Each request for a Borrowing (whether a written Borrowing Request, a telephonic request or e-mail request)
shall specify the following information in compliance with Section 2.02:


 


(i)          the
aggregate amount of the requested Borrowing;


 


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


 


(iii)        whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(iv)        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


 


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


 


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


 


(d)          Failure
to Elect. If no election as to the Type of a Borrowing is specified in a request for a Borrowing, then the requested Borrowing
shall be a Eurocurrency Borrowing having an Interest Period of one (1) month. If a Eurocurrency Borrowing is requested but
no Interest Period is specified, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s
duration.


 


SECTION 2.04. Funding
of Borrowings.


 


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


 




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(b)          Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of
this Section and, in reliance upon such assumption, the Administrative Agent may (in its sole discretion and without any obligation
to do so) make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in
the case of such Lender, the Federal Funds Effective Rate and (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing. 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 2.05. Interest
Elections.


 


(a)          Elections
by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have the Interest
Period specified in such Borrowing Request. Thereafter, subject to Section 2.05(e), the Borrower may elect to convert
such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case
of a Eurocurrency Borrowing, may elect the Interest Period therefor, all as provided in this Section. 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 (except as provided under Section 2.11(b)), and the Loans constituting each such portion shall be
considered a separate Borrowing.


 


(b)          Notice
of Elections. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election
by delivery of a signed Interest Election Request in a form approved by the Administrative Agent or by telephone (followed promptly,
but no later than the close of business on the date of such request, by a signed Interest Election Request in a form approved by
the Administrative Agent) 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 and written notice of election shall be irrevocable.


 


(c)          Content
of Interest Election Requests. Each telephonic and written notice of election pursuant to Section 2.05(b) shall
specify the following information in compliance with Section 2.02:


 


(i)          the
Borrowing 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
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, at the end of such Interest Period such Borrowing shall be converted to a Eurocurrency Borrowing having an Interest Period
of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing shall, at the end of the
applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) the Borrower
shall not be entitled to elect to convert or continue any Borrowing into or as a Eurocurrency Borrowing.


 


SECTION 2.06. 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 shall automatically be reduced to an amount equal to the aggregate principal amount of the Loans of all Lenders
outstanding on the Revolver Termination Date and thereafter to an amount equal to the aggregate principal amount of the Loans outstanding
after giving effect to each payment of principal thereunder; provided that, for clarity, no Lender shall have any obligation
to make new Loans on or after the Revolver Termination Date, and any outstanding amounts shall be due and payable on the Maturity
Date in accordance with Section 2.07.


 


(b)          Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided
that (i) each reduction of the Commitments pursuant to this Section 2.06(b) shall be in an amount that is $3,000,000
or a larger multiple of $100,000 in excess thereof (or an amount less than $3,000,000 if the Commitments are being reduced to zero)
and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of
the Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Commitments.


 




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(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 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 shall be permanent. Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective Commitments.


 


(e)          [Intentionally
omitted].


 


(f)          Increase
of the Commitments.


 


(i)          Requests
for Increase by Borrower. The Borrower may, at any time prior to the Revolver Termination Date, propose that the Commitments
hereunder 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 date shall be a Business Day at least three Business Days (or such lesser
period as the Administrative Agent may reasonably agree) after delivery of such notice and at least 30 days prior to the 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, subject to the foregoing, each Commitment Increase shall become
effective only upon satisfaction of the following conditions:


 


(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, in each
case, in such other amounts as agreed to by Administrative Agent),


 


(B)         immediately
after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $150,000,000;


 


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


 




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(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. On the Commitment Increase Date for any Commitment Increase, each Assuming Lender part
of such Commitment Increase, if any, shall become a Lender hereunder as of such Commitment Increase Date with Commitment in the
amount set forth in the agreement referred to in Section 2.06(f)(ii)(y) and the Commitment of any Increasing Lender
part of such Commitment Increase shall be increased as of such Commitment Increase Date to the amount set forth in the agreement
referred to in Section 2.06(f)(ii)(y); 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, as applicable, duly executed
by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.


 


Promptly following satisfaction
of such conditions, the Administrative Agent shall notify the Lenders (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 each Commitment Increase Date, the Borrower shall (A) prepay the outstanding
Loans (if any) in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment; provided
that with respect to subclauses (A) and (B), (x) the prepayment to, and Borrowing from, any existing Lender shall be
effected by book entry to the extent that any portion of the amount prepaid to such 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 are held ratably
by the Lenders in accordance with the respective Commitments of such Lenders (after giving effect to such Commitment Increase) and
(C) pay to the Lenders the amounts, if any, payable under Section 2.13 as a result of any such prepayment. The
Administrative Agent shall amend Schedule 1.01(b) to reflect the aggregate amount of each Lender’s Commitments (including
Increasing Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in this Agreement shall be to Schedule 1.01(b) as
amended pursuant to this Section.


 


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


 


SECTION 2.07. Repayment
of Loans; Evidence of Debt.


 


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


 


(b)          Manner
of Payment. Prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings
to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such selection not
later than the time set forth in Section 2.08(e) prior to the scheduled date of such repayment; provided that
each repayment of Borrowings shall be applied to repay any outstanding ABR Borrowings before any other Borrowings. 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 and, second, to other Borrowings 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 2.11(b)).


 


(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 of principal and interest payable
and paid to such Lender from time to time hereunder.


 




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(d)          Maintenance
of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and each Interest Period therefor, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount 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. In the
event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest
error.


 


(f)          Promissory
Notes. Any Lender may request that Loans 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 2.08. Prepayment
of Loans.


 


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


 


(b)          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 Loans in such amounts as shall be necessary so that the amount of total Revolving Credit
Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly
(but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans so that the Borrowing Base Deficiency
is promptly cured or (y) the Loans and the Other Covered Indebtedness in such amounts as shall be necessary so that such Borrowing
Base Deficiency is promptly cured (and, as among the Loans and the Other Covered Indebtedness, at least ratably (based on the outstanding
principal amount of such indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that
if within such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan which plan
is reasonably satisfactory to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within 30
Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days
permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject,
for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.08(b)).
Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.10(c) for so long as the
Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing
Base Deficiency is not cured prior to the end of such 5 Business Day period (or, if applicable, such 30- Business Day period),
it shall constitute an Event of Default under clause (a) of Article VIII.


 




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(c)          Mandatory
Prepayments due to Certain Events Following Availability Period.


 


(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 $2,000,000, the Borrower shall, no later than the third Business Day following the receipt
of such excess Extraordinary Receipts, prepay the Loans in an amount equal to such excess Extraordinary Receipts (and the Commitments
shall be permanently reduced by such amount).


 


(iii)        Returns
of Capital. In the event that any Obligor shall receive any Return of Capital at any time after the Availability Period, the
Borrower shall, no later than the third Business Day following the receipt of such Return of Capital, prepay the Loans in an amount
equal to 100% of such Return of Capital (and the Commitments shall be permanently reduced by such amount).


 


(iv)        Equity
Issuances. In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower
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 100% 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 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 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 100% of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other
costs, fees, commissions, premiums and expenses directly associated therewith, including reasonable legal fees and expenses (and
the Commitments shall be permanently reduced by such amount).


 


(d)          Mandatory
Prepayment of Eurocurrency Loans. If the Loans to be prepaid pursuant to Sections 2.08(c)(ii) and (iii) 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 an amount required to be prepaid, no later than the third Business
Day following the receipt of such amount, into a segregated collateral account in the name and under the 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.


 


(e)          Notices,
Etc. The Borrower shall notify the Administrative Agent in writing or by telephone (followed promptly by written confirmation) of
any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing under Section 2.08(a), not later
than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment
of an ABR Borrowing under Section 2.08(a), or any prepayment under Section 2.08(b) or (c), not later than
11:00 a.m., New York City time, one 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, (1) if a notice
of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(c),
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(c)
and (2) any such notices given in connection with any of the events specified in Section 2.08(c) may be conditioned upon
(x) the consummation of the issuance of Equity Interests or Indebtedness (as applicable) or (y) the receipt of net cash proceeds
from Extraordinary Receipts or Returns of Capital. Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10
and shall be made in the manner specified in Section 2.07(b).


 


(f)          Permitted
Tax Distributions. Notwithstanding anything herein to the contrary, Net Asset Sale Proceeds, Extraordinary Receipts and Return
of Capital required to be applied to the prepayment of the Loans pursuant to Section 2.09(c) shall exclude the 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, but solely to the extent that the
receipt of such Net Asset Sale Proceeds, Extraordinary Receipts and Return of Capital (as the case may be) results in an increase
in the amounts required to be distributed by the Borrower to achieve such objectives.


 




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SECTION 2.09. Fees.


 


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


 


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


 


(c)          Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative
Agent for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not
be refundable under any circumstances absent manifest error. On the Effective Date, the Borrower shall pay (i) all fees required
to be paid on the “Revolving Closing Date” under that certain fee letter, dated October 2, 2014, by and between
the Borrower and ING and (ii) all costs and expenses outstanding on such date and required to be paid pursuant to Section 9.03(a)(i).


 


SECTION 2.10. Interest.


 


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


 


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


 


(c)          Default
Interest. Notwithstanding the foregoing, if any Event of Default described in clause (a), (b), (d) (only with respect to Section
6.07), (h), (i) or (j) of Article VII has occurred and is continuing, or on demand of the Administrative Agent or the
Required Lenders if any Event of Default described in any other clause of Article VII 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 2.08(b),
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.


 




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(d)          Payment
of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in Dollars
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 by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative
Agent and such determination shall be conclusive absent manifest error.


 


SECTION 2.11. Eurocurrency
Borrowing Provisions.


 


(a)          Alternate
Rate of Interest. If prior to the commencement of the Interest Period for any Eurocurrency Borrowing:


 


(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 such Interest Period; or


 


(ii)         the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate 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;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone, telecopy or e-mail as promptly as practicable thereafter and, until
the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist,
(i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as,
a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and
(ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing.


 




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(b)          Illegality.
Without duplication of any other rights that any Lender has hereunder, if any Lender determines that any law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose interest
is determined by reference to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, 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 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 to maintain such Eurocurrency
Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Borrowings (in which
event Borrower shall not be required to pay any yield maintenance, breakage or similar fees) and (y) if such notice asserts the
illegality of such Lender determining or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during
the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the LIBO Rate component
thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine
or charge interest rates based upon the LIBO Rate. Upon any such conversion, the Borrower shall also pay accrued interest on the
amount so converted.


 


SECTION 2.12. Increased
Costs.


 


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


 


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


 


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


 


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


 


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 reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender, in Dollars, such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.


 




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


 


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


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that no Obligor shall be required to compensate
a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than
six months prior to the date that such Lender notifies the Borrower in writing of any such Change in Law giving rise to such increased
costs or reductions.


 


SECTION 2.13. 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 2.08(e) and is revoked in accordance herewith), or (d) the assignment as a result of a request by
the Borrower pursuant to Section 2.17(b) of any Eurocurrency Loan other than on the last day of an Interest Period
therefor, 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 2.13 denominated in Dollars 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 Dollars
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 Dollars 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 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 2.14. Taxes.


 


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


 


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


 


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


 




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(d)          Indemnification
by the Lenders. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any
Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or
(c), each Lender shall, and does hereby, agree to indemnify the Administrative Agent, and shall make payable in respect
thereof within 30 days after demand therefor, (i) against any and all Taxes and any and all related losses, claims, liabilities
and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) (collectively, “Tax
Damages”) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental
Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account
of such Lender for any reason (including because the appropriate form was not delivered or not property executed, or because such
Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of
withholding tax ineffective) and (ii) Tax Damages attributable to such Lender’s failure to comply with the provisions
of Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement
or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in this paragraph
shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of,
a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.


 


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


 


(f)          Status
of Lenders.


 


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


 




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


 


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


 


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


 


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



 


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



 




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



 


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



 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, 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),
executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


 


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


 




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Each Lender agrees that if any form or
certification it previously delivered under this Agreement expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do
so.


 


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


 


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


 






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


 


(a)          Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,
fees, or under Sections 2.12, 2.13 or 2.14, or otherwise) or under any other Loan Document (except to
the extent otherwise provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise
expressly provided in the relevant Loan Document and except payments pursuant to Sections 2.12, 2.13, 2.14
and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for 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 2.12 and 2.13 or under any other
Loan Document (except to the extent otherwise provided therein) are payable in Dollars.


 


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


 


(c)          Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing shall be made from the Lenders, each
payment of commitment fee under Section 2.09 shall be made for account of the Lenders, and each termination or reduction
of the amount of the Commitments under Section 2.06, Section 2.08 or otherwise shall be applied to the respective
Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be
allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Loans) or
their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each
payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with
the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower
shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable
to the respective Lenders.


 


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


 




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


 


(f)          Certain
Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(a) or (b) or 2.15(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 2.16. Defaulting
Lenders.


 


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


 


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


 


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


 




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In the event that the
Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then, on such date such Lender shall purchase at par the portion of the Loans of the other Lenders
as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its
Applicable Percentage.


 


SECTION 2.17. Mitigation
Obligations; Replacement of Lenders.


 


(a)          Designation
of a Different Lending Office. If any Lender exercises its rights under Section 2.11(b) or requests compensation
under Section 2.12, or if the Borrower is required to pay any Covered Taxes or additional amount to any Lender or any
Governmental Authority for account of any Lender pursuant to Section 2.14, 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 reasonable
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12
or 2.14, as the case may be, in the future, or eliminate the circumstance giving rise to such Lender exercising its rights
under Section 2.11(b) and (ii) would not subject such Lender to any cost or expense not required to be reimbursed
by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment.


 


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


 




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


 


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 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.


 


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.


 




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SECTION 3.04. Financial
Condition; No Material Adverse Effect.


 


(a)          Financial
Statements.


 


(i)          The
financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Section 4.01(c) present
fairly, in all material respects, the consolidated financial position, assets and liabilities, results of operations, changes in
net assets, cash flows and investments of the Borrower and its consolidated Subsidiaries as of the end of and for the applicable
period in accordance with GAAP. On the 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. On the 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.


 


(ii)         The
financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Sections 5.01(a)
and (b) present fairly, in all material respects, the consolidated financial position, assets and liabilities, results of
operations, changes in net assets, cash flows and investments 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. 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 such financial statements.


 


(b)          No
Material Adverse Effect. Since December 31, 2013, 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.


 




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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. Neither Borrower
nor its Subsidiaries is in default in any manner under any provision of any agreement or instrument to which it is a party or by
which it or any of its property is or may be bound, and no condition exists which, with the giving of notice or the lapse of time
or both, would constitute such a default, in each case where such default could reasonably be expected to result in a Material
Adverse Effect.


 


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


 


SECTION 3.08. ERISA.
Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including the Code provisions compliance
with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except as could
not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur
that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be
expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000. (x) With
respect to Plans maintained by Borrower or its Subsidiaries, there exists no Unfunded Pension Liability in the aggregate (taking
into account only such Plans with positive Unfunded Pension Liability) in excess of $2,500,000, and (y) with respect to Plans
maintained by the Borrower, its Subsidiaries or their ERISA Affiliates, there exists no Unfunded Pension Liability in an aggregate
amount (taking into account only such Plans with positive Unfunded Pension Liability) that would reasonably be expected to result
in a Material Adverse Effect (and in no event do the Borrower or its Subsidiaries have actual knowledge of such Unfunded Pension
Liability in excess of $2,500,000). (x) If each of the Borrower and its Subsidiaries were to withdraw from all Multiemployer
Plans in a complete withdrawal as of the date this assurance is given or deemed given, the aggregate withdrawal liability that
would be incurred would not be in excess of $2,500,000, and (y) if each of the Borrower, each of its Subsidiaries and each
of their respective ERISA Affiliates were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this
assurance is given or deemed given, the aggregate withdrawal liability that would be incurred would not reasonably be expected
to have a Material Adverse Effect (and in no event do Borrower or its Subsidiaries have actual knowledge of such aggregate potential
withdrawal liability that, if incurred, would reasonably be expected to result in liability to the Borrower or its Subsidiaries
(including, without limitation, liability imposed thereon by virtue of ERISA or the Code) in excess of $2,500,000).


 




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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 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 has elected to be treated as a
RIC commencing with its taxable year ended December 31, 2013.


 


(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.


 


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


 




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(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 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 Effective Date, and the aggregate principal or face amount outstanding or that is, or may become, outstanding
under each such arrangement is correctly described in Schedule 3.11(a).


 


(b)          Liens.
Schedule 3.11(b) is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the
Effective Date covering any property of the Borrower or any of its Subsidiaries, and the aggregate principal amount of such Indebtedness
secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the 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 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 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) and (e) of Section 6.04) held by the Borrower or any of its
Subsidiaries in any Person on the Effective Date and, for each such Investment, (i) the identity of the Person or Persons
holding such Investment, (ii) the nature of such Investment, (iii) the amount of such Investment, (iv) the rate
of interest charged for such Investment and (v) the value assigned to such Investment by the Board of Directors of the Borrower.
Except as disclosed in Schedule 3.12(b), as of the 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 Effective Date, and upon the incurrence of any extension of credit hereunder, on any date on which this representation and
warranty is made, (a) the Borrower will be Solvent on an unconsolidated basis, and (b) each Obligor will be Solvent on
a consolidated basis with the other Obligors.


 


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


 


SECTION 3.16. No Default.
No Default has occurred and is continuing under this Agreement.


 


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


 


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


 




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SECTION 3.19. Compliance
with Sanctions. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any Affiliate of the
Borrower is (i) subject to sanctions (collectively, “Sanctions”) administered by the United States Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the European
Union, Her Majesty’s Treasury, the United Nations Security Council, or any other relevant sanctions authority or (ii) organized
or resident in a Sanctioned Country. Furthermore, no part of the proceeds of a loan will be used, directly or indirectly, by the
Borrower or, to the knowledge of the Borrower, any Affiliate of the Borrower to finance or facilitate a transaction with a person
subject to Sanctions.


 


SECTION 3.20. Anti-Money
Laundering Program. The Borrower has implemented an anti-money laundering program to the extent required by the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism, as amended (the “USA
PATRIOT Act”), and the rules and regulations thereunder.


 


SECTION 3.21. 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 any of the Structured
Subsidiaries, other than pursuant to Standard Securitization Undertakings.


 


SECTION 3.22. Anti-Corruption
Laws. Neither the Borrower nor any Affiliate of the Borrower and, to the Borrower’s knowledge, no director, officer,
agent, employee of the Borrower or any Affiliate of the Borrower has: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity or to influence official action; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”)
and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions (collectively with the FCPA, the “Anti-Corruption Laws”); and each of the Borrower and
any Affiliate of the Borrower have conducted their businesses in compliance with the Anti-Corruption Laws and have instituted and
maintained policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, compliance
therewith.


 




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SECTION 3.23. Status
as Senior Debt; Subordinated Debt.


 


(a)          The
Loan Documents and all of the obligations thereunder have been designated as “Senior Indebtedness” (or a similar designation,
if applicable) for purposes of all Subordinated Debt.


 


(b)          The
subordination provisions set forth in each agreement (including any indenture) relating to Subordinated Debt are legally valid
and enforceable against the parties thereto, and the obligations of the Obligors under the Loan Documents constitute “Senior
Indebtedness” (or any similar designation, if applicable) thereunder.


 


(c)          As
of the Closing Date, no Subordinated Debt exists, and the Borrower has delivered to the Administrative Agent a complete and correct
copy of all of the documents governing the Indebtedness under the Existing Indenture, including all indentures, schedules, exhibits,
amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith.
As of each date on or after November 1, 2014, on which this representation and warranty is made, all of the obligations of
the Obligors under the Loan Documents constitute Indebtedness entitled to the benefits of the subordination provisions contained
in the agreements (including indentures) relating to Subordinated Debt.


 


ARTICLE
IV


 


CONDITIONS


 


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


 


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


 


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


 


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


 




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(iii)        Opinion
of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Mayer Brown LLP, counsel for the Obligors, and Sutherland Asbill & Brennan LLP, Maryland counsel for the
Borrower, in each case, 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 opinions to the Lenders
and the Administrative Agent).


 


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


 


(v)         Officer’s
Certificate. A certificate, dated the 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 Effective Date pursuant to documentation satisfactory to the Administrative Agent.
All UCC financing statements, control agreements (other than the DDA Account Control Agreement), stock certificates and other documents
or instruments required to be filed or executed and delivered in order to create in favor of the Collateral Agent, for the benefit
of the Administrative Agent and the Lenders, a first-priority perfected (subject to Eligible Liens) security interest in the Collateral
(to the extent that such a security interest may be perfected by filing, possession or control under the Uniform Commercial Code)
shall have been properly filed (or provided to the Administrative Agent) or executed and delivered in each jurisdiction required.


 




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(c)          Financial
Statements. The Administrative Agent and the Lenders shall have received prior to the execution of this Agreement the final
version of the consolidated statements of assets and liabilities and the related consolidated statements of operations, consolidated
statements of changes in net assets, consolidated statements of cash flows and related schedule of investments of the Borrower
and its consolidated Subsidiaries as of and for the fiscal period ended June 30, 2014, all certified in writing 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. The Administrative Agent and the Lenders shall have received any other financial
statements of the Borrower and its Subsidiaries as they shall have reasonably requested.


 


(d)          Consents.
The Borrower shall have obtained and delivered to the Administrative Agent 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
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 any other evidence reasonably requested by, and reasonably satisfactory to, the Administrative Agent as to compliance with
all material legal and regulatory requirements applicable to the Obligors, and such consents, approvals, authorizations, registrations,
filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation
or inquiry by any Governmental Authority regarding the Transactions or any transaction being financed with the proceeds of the
Loans shall be ongoing.


 


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


 


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


 


(g)          Due
Diligence. All customary confirmatory due diligence on the Borrower and its Subsidiaries shall have been completed by the Administrative
Agent and the Lenders and the results of such due diligence shall be satisfactory to the Administrative Agent and the Lenders.
No information shall have become available which the Administrative Agent believes has had, or could reasonably be expected to
have, a Material Adverse Effect.


 


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


 




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


 


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


 


(k)          Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate dated as of the Effective Date,
showing a calculation of the Borrowing Base as of the date thereof in form and substance satisfactory to the Administrative Agent.


 


(l)          Custody
Reports. The Administrative Agent shall have received copies of custody reports (including (i) activity reports with respect
to cash and Cash Equivalents included in the calculation of the Borrowing Base and (ii) 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.


 


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


 


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


 


(o)          Fees
and Expenses. The Borrower shall have paid in full, to the extent not paid pursuant to Section 2.09 hereof, to
the Administrative Agent and the Lenders all fees and expenses related to this Agreement owing on or prior to the Effective Date,
including any up-front fee due to any Lender on or prior to the Effective Date.


 


(p)          Valuation
Reports. The Administrative Agent shall have received each third party valuation report received by the Borrower on or prior
to the date hereof that attests to the value of any asset of any Obligor as of December 31, 2013 or any date thereafter.


 


SECTION 4.02. Conditions
to Each Credit Event. The obligation of each Lender to make any Loan, including any Loans on the 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, as to any such representation or warranty
that refers to a specific date, as of such specific date;


 




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


 


(c)          no
Borrowing Base Deficiency shall exist at the time of and immediately after giving effect to such Loan, and either (i) the
aggregate Covered Debt Amount (after giving effect to such Loan) shall not exceed the Borrowing Base reflected on the Borrowing
Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated
Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such Loan) shall not exceed
the Borrowing Base after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments by the Borrower
or payment of outstanding Loans or Other Covered Indebtedness;


 


(d)          after
giving effect to such Loan, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a),
(b), (d) and (e);


 


(e)          the
Custodian Agreement shall have been duly executed and delivered by the Borrower, the Collateral Agent and the Custodian and all
other control arrangements required at the time by Section 5.08(c)(ii) with respect to the Obligors’ other deposit
accounts and securities accounts shall have been entered into (including the DDA Account Control Agreement, so long as the DDA
Account exists); and


 


(f)          the
proposed date of such Loan shall take place during the Availability Period.


 


Each Borrowing 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, 2014), the
audited consolidated statements of assets and liabilities and the related audited consolidated statements of operations, audited
consolidated statements of changes in net assets, audited consolidated statements of cash flows and related audited consolidated
schedules of investments of the Borrower and its Subsidiaries on a consolidated basis as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year (to the extent full fiscal year information is
available), all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing to
the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (which
report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph
of emphasis with respect to going concern); provided that the requirements set forth in this clause (a) may be fulfilled
by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form
10-K for the applicable fiscal year;


 




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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 (commencing with the fiscal
quarter ended September 30, 2014), the consolidated statements of assets and liabilities and the related consolidated statements
of operations, consolidated statements of changes in net assets, consolidated statements of cash flows and related consolidated
schedules of investments of the Borrower and its Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter
and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case
of the statement of assets and liabilities, as of the end of) the corresponding period or periods of the previous fiscal year
(to the extent such information is available for the previous fiscal year), all certified by a Financial Officer 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 and,
if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting
forth reasonably detailed calculations demonstrating compliance with Sections 6.01(b), (c), (d), (e)
and (i), 6.02(f), 6.03(h), 6.04(i), 6.05(b) and (d), and 6.07, (iv) stating
whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the Effective Date
(but only if the Borrower has not previously reported such change to the Administrative Agent) and, if any such change has occurred
(and has not been previously reported to the Administrative Agent), specifying the effect of such change on the financial statements
accompanying such certificate, (v) attaching a list of Subsidiaries as of the date of delivery of such certificate or a confirmation
that there is no change in such information since the date of the last such list and (vi) providing a reconciliation of any
difference between the assets and liabilities of the Borrower and its consolidated Subsidiaries presented in such financing statements
and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the financial covenants in Section 6.07;


 




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(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;


 


(e)          promptly
but no later than two Business Days after any Financial Officer of the Borrower shall at any time have knowledge that there is
a Borrowing Base Deficiency or knowledge that the Borrowing Base has declined by more than 15% from the Borrowing Base stated in
the Borrowing Base Certificate last delivered by the Borrower to the Administrative Agent, a Borrowing Base Certificate as at the
date such Financial Officer has knowledge of such Borrowing Base Deficiency or decline indicating the amount of the Borrowing Base
Deficiency or decline as at the date such Financial Officer obtained knowledge of such deficiency and the amount of the Borrowing
Base Deficiency or decline as of the date not earlier than two Business Days prior to the date the Borrowing Base Certificate is
delivered pursuant to this paragraph;


 


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


 


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


 


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


 


(i)          within
45 days after the initial closing of each Eligible Portfolio Investment that is acquired, made or entered into after the Effective
Date, all underwriting memoranda (or, if no underwriting memorandum has been prepared, all materials similar to underwriting memoranda
that are in a form reasonably satisfactory to the Administrative Agent) for such Eligible Portfolio Investment;


 


(j)          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 (i) activity reports with respect to cash and Cash Equivalents included in the calculation of the Borrowing
Base and (ii) to the extent available, an itemized list of each Portfolio Investment held in any Custodian Account owned by the
Borrower or any Subsidiary) with respect to any Custodian Account owned by the Borrower or any of its Subsidiaries;


 




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(k)          within
45 days after the end of each fiscal quarter of the Borrower, 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;


 


(l)          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 within 5 Business Days of the due date set forth in
clauses (a) or (b) of this Section for any quarterly or annual financial statements, as the case may be, a schedule prepared in
accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized
gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized
gain or loss associated with such Portfolio Investment, (iii) the associated reversal of any previously unrealized gains or losses
associated with such Portfolio Investment, (iv) the proceeds received with respect to such Portfolio Investment representing repayments
of principal, and (v) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment
penalties; and


 


(m)          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.


 


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)          (i) 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, (ii) the existence
of material Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) and (iii) the
existence of material aggregate potential withdrawal liability under Section 4201 of ERISA, if the Borrower, all of its Subsidiaries
and all of their respective ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans; and


 


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


 




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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 not prohibited under Section 6.03.


 


SECTION 5.04. Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including 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, (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 and (c) after the request of the Administrative Agent, promptly deliver to the Administrative Agent any
certificate or certificates from the Borrower’s insurance broker or other documentary evidence, in each case demonstrating
the effectiveness of, or any changes to, such insurance.


 


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, at the sole expense of the Borrower, to (i)
visit and inspect its properties, to examine and make extracts from its books and records, and (ii) discuss its affairs, finances
and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested,
provided that the Borrower or such Subsidiary shall be entitled to have its representatives and advisors present during
any inspection of its books and records; provided, further, that the Borrower shall not be required to pay for more
than two such visits and inspections in any calendar year unless an Event of Default has occurred and is continuing at the time
of any subsequent visits and inspections during such calendar year.


 




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(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; 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)), unless
an 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.


 


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


 


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


 






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SECTION 5.08. Certain
Obligations Respecting Subsidiaries; Further Assurances.


 


(a)          Subsidiary
Guarantors.


 


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


 


(ii)         The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Structured Subsidiary as an Obligor
only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, and thereafter
such Person shall no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan
Document.


 


(iii)        The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary as an Obligor only
for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such
Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document.


 


(iv)        The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Florida Sidecar Subsidiary as an
Obligor only for so long as such Person qualifies as a “Florida Sidecar Subsidiary” pursuant to the definition thereof,
and thereafter such Person shall no longer constitute a “Florida Sidecar Subsidiary” for any purpose of this Agreement
or any other Loan Document.


 


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


 


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


 




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(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, perfected first-priority
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)         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,
and (E) any account in which the aggregate value of deposits therein, together with all other such accounts under this clause (E),
does not at any time exceed $75,000, provided that in the case of each of the foregoing clauses (A) through (E), 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 received by any Obligor to be immediately deposited
into a Control Account (or otherwise delivered to, or registered in the name of, the Collateral Agent) and, both prior to
and following such deposit, delivery or registration such cash and other proceeds shall be held in trust by the Borrower for the
benefit and as the property of the Collateral Agent and shall not be commingled with any other funds or property of such Obligor
or any other Person (including with any money or financial assets of the Borrower in its capacity as “servicer” for
a Structured Subsidiary or any money or financial assets of a Structured Subsidiary, or any money or financial assets of the Borrower
in its capacity as “agent” for any other Bank Loans subject to Section 5.08(c)(v) below);


 


(iii)        cause
the Financing Subsidiaries or any Florida Sidecar Subsidiary 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 or Florida Sidecar Subsidiary qualifies or continues to qualify as a “Structured
Subsidiary”, an “SBIC Subsidiary”, or a “Florida Sidecar Subsidiary”, as applicable, pursuant to
the definitions thereof;


 




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


 


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


 


(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.


 




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SECTION 5.09. Use
of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower and its Subsidiaries
(other than the Financing Subsidiaries except as expressly permitted under Section 6.03(e) or (f)) in the ordinary
course of business, including making distributions not prohibited by this Agreement, making payments on Indebtedness of the Obligors
to the extent permitted under this Agreement, and the acquisition and funding (either directly or through one or more wholly-owned
Subsidiary Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common
stock and other Portfolio Investments; provided that neither the Administrative Agent nor any Lender shall have any responsibility
as to the use of any of such proceeds. No part of the proceeds of any Loan will be used in violation of applicable law or, directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. On the first
day (if any) an Obligor acquires any Margin Stock or at any other time requested by the Administrative Agent or any Lender, the
Borrower shall furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements
of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. Margin Stock shall be purchased by the Obligors only
with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock (within the meaning of Regulation U),
or with the proceeds of equity capital of the Borrower. No Obligor will, to its actual knowledge, directly or indirectly use the
proceeds of the Loans or otherwise make available such proceeds (I) to any Person for the purpose of financing the activities
of any Person currently (A) subject to, or the subject of, any Sanctions or (B) organized or resident in a Sanctioned
Country or (II) for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of any Anti-Corruption Laws.


 


SECTION 5.10. Status
of RIC and BDC. The Borrower shall (i) take all actions necessary to qualify as a RIC under the Code (including making the
election to be treated as a RIC for its taxable year ended December 31, 2013) and to thereafter maintain its qualification as a
RIC under the Code, and (ii) at all times maintain its status as a “business development company” under the Investment
Company Act.


 


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


 


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 any Eligible
Portfolio Investment is not 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.


 






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(b)          Portfolio
Valuation Etc.


 


(i)          Settlement
Date Basis. For purposes of this Agreement, all determinations of whether a Portfolio Investment is an Eligible Portfolio Investment
shall be determined on a settlement-date basis (meaning that any Portfolio 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


 


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


 


(B)         Unquoted
Investments External Review. With respect to Eligible Portfolio Investments for which market quotations are not readily available
(“Unquoted Investments”):


 




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(x)          Commencing
with the quarter ending December 31, 2014, and for each fiscal quarter 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 percentage thresholds 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)(z)(2) 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 15 days prior to the Valuation Testing Date. Each such valuation
report shall also include the information required to comply with clause (iii) of paragraph 7 and paragraph 22 of
Schedule 1.01(d) for an IVP Tested Asset (to the extent such provisions are applicable).


 


(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 the remaining 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 independent valuation
report as part of that assistance each quarter; provided, however, that notwithstanding the foregoing, the board
of directors of the Borrower may, without the assistance of an Approved Third-Party Appraiser, determine the fair market value
of such Unquoted Investments so long as the aggregate Value thereof so determined does not at any time exceed 10% of the aggregate
Borrowing Base, except that the fair market value of any Portfolio Investment that has been determined without the assistance of
an Approved Third-Party Appraiser as at the last day of any fiscal quarter shall be deemed to be zero as at the last day of the
immediately succeeding fiscal quarter (but effective upon the date upon which the Borrowing Base Certificate for such last day
is required to be delivered) if an Approved Third-Party Appraiser has not assisted the Board of Directors of the Borrower in determining
the fair market value of such Portfolio Investments, as at such date. Each such valuation report shall also include the information
required to comply with clause (iii) of paragraph 7 and paragraph 22 of Schedule 1.01(d).


 


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


 




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(D)         Value
of Quoted Investments. Subject to Sections 5.12(b)(ii)(G) and 5.12(b)(iii), the “Value”
of each Quoted Investment for all purposes of this Agreement shall be the lowest of (1) the Internal Value of such Quoted Investment
as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (2) the External Quoted Value of such
Quoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(A) and (3) the par or face value of the
such Quoted Investment.


 


(E)         Value
of Unquoted Investments. Subject to Sections 5.12(b)(ii)(G) and 5.12(b)(iii),


 


(x)            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 IVP External Unquoted Value or 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 Internal Value and (ii) the par or face
value of such Unquoted Investment;


 


(y)          (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 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;


 


(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 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


 


(z)          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:


 




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(1)         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; and


 


(2)         if
an Unquoted Investment is 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), (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 or that the Borrowing Base has declined by more than 15% from the Borrowing Base stated in the Borrowing Base
Certificate last delivered by the Borrower to the Administrative Agent, then the Borrower shall, promptly and in any event within
two Business Days as provided in Section 5.01(e), deliver a Borrowing Base Certificate reflecting the new amount of
the Borrowing Base and shall take the actions, and make the payments and prepayments (if any), all as more specifically set forth
in Section 2.08(b).


 


(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) (or if the
Administrative Agent shall fail to determine the value of any Eligible Portfolio Investment as described in the foregoing sub-clause (B)
as a result of any action, inaction or lack of cooperation of the Borrower or any of its Affiliates), then the “Value”
of such Eligible Portfolio Investment as at such date shall be deemed to be zero. Except as provided in the immediately preceding
sentence, 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 the “Value” of such Eligible Portfolio Investment as at such date (subject to clause (iii)
below) 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.


 




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(H)         Initial
Value of Assets. Notwithstanding anything to the contrary contained herein, from the Effective Date until the date when valuation
reports are required to be delivered under Section 5.01(h) for the fiscal quarter ending December 31, 2014, the
Value of any Unquoted Investment included in the Borrowing Base shall be the lower of (i) the Internal Value of such Unquoted
Investment determined by the Borrower pursuant to Section 5.12(b)(ii)(C) and (ii) the par or face value of such
Unquoted Investment.


 


(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 Portfolio 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. There shall be no limit on the number of such appraisals requested
by the Administrative Agent. 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 either (i) the
the “Value” of such Portfolio Investment shall be the lesser of the two values or (ii) if the Borrower so elects,
the Borrower and the Administrative Agent shall retain (at the Borrower’s sole cost and expense) an additional third party
appraiser and, upon completion of such appraisal, the “Value” of such Portfolio Investment shall be the average of
the three valuations (with the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined
by the Independent Valuation Provider 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)         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 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.


 


(E)         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 the delivery of financial statements or valuations required
under ASC 820 or the Investment Company Act.


 


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


 


SECTION 5.13. Calculation
of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date
of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y)
the applicable Advance Rate; 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 12 different issuers; provided
that, at all times prior to the six-month anniversary of the Effective Date, the minimum number of issuers may be 8 as long as
the overall utilization of the Borrowing Base is less than 65% (for these purposes, (i) utilization of the Borrowing Base
on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Covered Debt Amount on such day,
and the denominator of which is the Borrowing Base in effect on such day and (ii) issuers that are affiliates of each other
will be treated as one issuer (unless the affiliation is solely as a result of direct or indirect control by a common private equity
or similar sponsor));


 




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(b)          with
respect to all Eligible Portfolio Investments issued by a single issuer, the Advance Rate applicable to that portion of such Eligible
Portfolio Investments that exceeds 7.5% of the Obligors’ Net Capitalization shall be 0%;


 


(c)          the
portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S.
Government Securities or Performing First Lien Bank Loans shall not exceed 70% of the Borrowing Base, and the Borrowing Base shall
be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion would
otherwise exceed 70% of the Borrowing Base;


 


(d)          the
portion of the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S.
Government Securities or Performing First Lien Bank Loans, Performing Second Lien Bank Loans or Performing Last Out Loans shall
not exceed 30% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom
(but not from the Collateral) to the extent such portion would otherwise exceed 30% of the Borrowing Base;


 


(e)          the
portion of the Borrowing Base attributable to Eligible Portfolio Investment acquired after the Effective Date that are Noteless
Assigned Loans shall not exceed 25% of the Borrowing Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio
Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;


 


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


 


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


 


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


 




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(i)          if
at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value of such Eligible
Portfolio Investments to the extent included in the Borrowing Base) exceeds 6.0 years, the Borrowing Base shall be reduced by removing
Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the weighted average
maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater than 6.0 years (subject to
all other constraints, limitations and restrictions set forth herein);


 


(j)          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, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom
(but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;


 


(k)          the
portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not exceed 15% of the Borrowing
Base, and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral)
to the extent such portion would otherwise exceed 15% of the Borrowing Base;


 


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


 


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


 


(n)          no
portion of the Borrowing Base shall be attributable to (a) any (i) Equity Interests or (ii) warrants, options or
other rights for the purchase or acquisition of Equity Interests, (iii) any Investment in debt Securities that is convertible
into or exchangeable for shares of Equity Interests, (b) any Affiliate Investment (other than an Existing Affiliate Investment),
(c) any Structured Finance Obligation or Finance Lease or (d) investment in a joint venture or other Person that is in
the principal business of making debt or equity investments in other Persons.


 


For all purposes of this
Section 5.13, 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). For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio
Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens
and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:


 




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“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; provided that the Advance Rate applicable to any Existing Affiliate Investment (as
defined below and only to the extent such Existing Affiliate Investment is also otherwise an Eligible Portfolio Investment) shall
be 67% of the Advance Rate otherwise applicable thereto:


 


	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	 	 	60	%	 	 	70	%
	Performing Last Out Loans	 	 	55	%	 	 	65	%
	Performing Second Lien Bank Loans	 	 	50	%	 	 	60	%
	Performing High Yield Securities	 	 	45	%	 	 	55	%
	Performing Mezzanine Investments and Performing Covenant-Lite Loans	 	 	40	%	 	 	50	%
	Performing PIK Obligations and Performing DIP Loans	 	 	35	%	 	 	40	%



 


“Bank Loans”
means debt obligations (including 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
or other similar credit 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.


 


“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” a Bank Loan that does not require the Portfolio Company thereunder to comply with any financial covenants (including
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 that is an Investment in Indebtedness.


 




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“Defaulted Obligation”
means any Investment in Indebtedness (a) 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 Indebtedness (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
Indebtedness have accelerated all or a portion of the principal amount thereof as a result of such default; (b) 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 Portfolio
Company under such Indebtedness which is senior or pari passu in right of payment to such Indebtedness; (c) as to which the Portfolio
Company under such Indebtedness 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 Portfolio Company has filed for protection
under Chapter 11 of the United States Bankruptcy Code (unless, in the case of clause (b) or (c), such Indebtedness is a DIP Loan,
in which case it shall not be deemed to be a Defaulted Obligation under such clause); (d) as to which a default rate of interest
has been and continues to be charged for more than 120 consecutive days, or foreclosure on collateral for such Indebtedness has
been commenced and is being pursued by or on behalf of the holders thereof; or (e) as to which the Borrower has delivered written
notice to the Portfolio Company declaring such Indebtedness in default or as to which the Borrower otherwise exercises significant
remedies following a default.


 


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


 




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“EBITDA”
means the consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses (to the extent
excluded in the definition of “EBITDA” in the relevant agreement relating to the applicable Eligible Portfolio Investment))
for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income
in the relevant agreement relating to the applicable Eligible Portfolio Investment for such period: (i) consolidated interest charges
for such period, (ii) the provision for Federal, state, local and foreign income taxes payable for such period, (iii) depreciation
and amortization expense for such period, and (iv) such other adjustments included in the definition of “EBITDA”
(or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Eligible
Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially
similar debt of other similarly situated borrowers at the time such relevant agreements are entered into as reasonably determined
in good faith by the Borrower.


 


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


 


“Eligible Portfolio
Investment” means any Portfolio Investment meeting the criteria outlined in Schedule 1.01(d). 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.


 


“First Lien
Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest
on all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof, and which has
the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings; provided,
however, that, in the case of accounts receivable and inventory (and the proceeds thereof), such lien and security interest
may be second in priority to a Permitted Prior Working Capital Lien; and further provided that any portion of such
a Loan which has a total debt to EBITDA ratio above 4.00x will be deemed to be a Second Lien Loan. For the avoidance of doubt,
in no event shall a First Lien Bank Loan include a Last Out Loan.


 


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


 


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


 


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


 




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


 


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


 


(b) the ratio of (x) the amount of the
first out tranche to (y) EBITDA of the underlying obligor does not at any time exceed 2.00x;


 


(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 consent rights with respect to (1) any increase of the principal balance of the first out
tranche, (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, (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).


 


“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))
(a) issued by public or private Portfolio Companies, (b) issued without registration under the Securities Act, (c) not issued pursuant
to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually
subordinated in right of payment to other debt of the same Portfolio Company and (ii) a Bank Loan that is not a First Lien Bank
Loan, a Second Lien Bank Loan, High Yield Security, Last Out Loan 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 (or in the case of a Bank Loan acquired by an Obligor prior to the Effective
Date, requested prior to the 15th Business Day following the Effective Date) 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 is not a Defaulted Obligation and does
not represent debt or Capital Stock of an issuer that has issued a Defaulted Obligation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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“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 (i) 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 (ii) 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.


 


“Restructured
Investment” means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation
within the past six months, or (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 (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 that such underlying
borrower either (x) will not be able to make any such previously required scheduled debt amortization payment or (y) is anticipated
to incur a breach of a material financial covenant; provided that no Existing Affiliate Investment shall be deemed to be
a Restructured Investment, unless either (A) such Existing Affiliate Investment becomes a Defaulted Obligation after the Effective
Date, or (B) either of clause (i) or (ii) above are true with respect to such Existing Affiliate Investment after the Effective
Date. A DIP Loan shall not be deemed to be a Restructured Investment, so long as it does not meet the conditions of the definition
of Restructured Investment.


 


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


 


“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 (3) months of the applicable date
of determination.


 




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


 


“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).


 


“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 Investment, by the outstanding principal balance of such Floating
Rate Portfolio Investment 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, 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
that has a ranking of payment or lien priority senior to or pari passu with and including the tranche that includes the Borrower's
Eligible Portfolio Investment, by the fair value of such Eligible Portfolio Investment as of such date and dividing such sum by
the aggregate of the fair values of all such Eligible Portfolio Investments and rounding the result up to the nearest 0.01.


 




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SECTION 5.14. Taxes.
Each of the Borrower and its Subsidiaries will timely file or cause to be timely filed all U.S. federal, state and local Tax returns
that are required to be filed by it and all other Tax returns that are required to be filed by it and will pay all Taxes for which
it is directly or indirectly liable and any assessments made against it or any of its property and all other Taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority, except Taxes that are being contested in good faith
by appropriate proceedings, and with respect to which reserves in conformity with GAAP are provided on the books of the Borrower
or its Subsidiaries, as the case may be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries
in respect of Taxes and other governmental charges will be adequate in accordance with GAAP.


 


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 in an aggregate principal amount not to exceed $5,000,000, so long as no Default exists at the time of
the incurrence thereof (or immediately after the incurrence thereof), and (ii) Secured Longer-Term Indebtedness, so long as (w)
no Default exists at the time of the incurrence thereof (or immediately after the incurrence thereof), (x) prior to and immediately
after giving effect to the incurrence thereof, the Obligors’ Net Worth exceeds $125,000,000 and 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 the Borrower delivers to the Administrative Agent a certificate
of a Financial Officer to such effect, (y) prior to and immediately after giving effect to the incurrence thereof, the Covered
Debt Amount does not or would not exceed the Borrowing Base then in effect; and (z) on the date of the incurrence thereof,
the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance
with subclause (y) after giving effect to such incurrence. For purposes of preparing such Borrowing Base Certificate, (A) the
fair market value of Quoted Investments shall be the most recent quotation available for such Eligible Portfolio Investment and
(B) the fair market value of Unquoted Investments shall be the Value set forth in the Borrowing Base Certificate most recently
delivered by the Borrower to the Administrative Agent pursuant to Section 5.01(d) or if an Unquoted Investment is acquired
after the delivery of the Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall
be the lower of the cost of such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that
the Borrower shall reduce the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent
necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Eligible
Portfolio Investment.


 




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


 


(d)          Indebtedness
of Financing Subsidiaries; provided that (i) on the date that such Indebtedness is incurred (for clarity, with respect to
any and all revolving loan facilities, term loan facilities, staged advance loan facilities or any other credit facilities, “incurrence”
shall be deemed to take place at the time such facility is entered into, and not upon each borrowing thereunder), prior to and
immediately after giving effect to the incurrence thereof, the Borrower is in pro forma compliance with each of the covenants set
forth in Sections 6.07(a), (b), (d) and (e) 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)          Other
Permitted Indebtedness in an aggregate principal amount not to exceed $5,000,000;


 


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


 


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


 


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


 


(i)          Indebtedness
of Borrower under any Hedging Agreements entered into in the ordinary course of Borrower’s business and not for speculative
purposes, in an aggregate amount not to exceed $10,000,000 at any time outstanding (for clarity, the amount of any Indebtedness
under any Hedging Agreement shall be the amount such Obligor would be obligated for under such Hedging Agreement if such Hedging
Agreement were terminated at the time of determination);


 


(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; and


 




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(k)          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.


 


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


 


(a)          any
Lien on any property or asset of the Borrower existing on the 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 Effective Date and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;


 


(b)          Liens
created pursuant to the Security Documents;


 


(c)          Liens
on assets owned by Financing Subsidiaries;


 


(d)          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 Investments” in Section 1.01;


 


(e)          Permitted
Liens;


 


(f)          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; and


 


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


 


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) 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 Cash, Cash Equivalents and Equity Interests), whether now owned or hereafter acquired, but excluding
(x) assets (including Cash and Cash Equivalents but excluding Portfolio Investments) sold or disposed of in the ordinary course
of business of the Borrower and its Subsidiaries (other than the Financing Subsidiaries) (including to make expenditures of cash
in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries (other than the Financing Subsidiaries))
and (y) subject to the provisions of clauses (d) and (e) below, Portfolio Investments.


 




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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) 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 (other than ownership interests in Financing Subsidiaries),
Cash and Cash Equivalents to a 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, (iii)
the sum of (x) all sales, transfers or other dispositions under this clause (e) that occur after the Revolver Termination Date
and do not result in Net Asset Sale Proceeds for fair value that are applied in accordance with Section 2.08(d)(i) and (y)
all Investments under Section 6.04(e) that occur after the Revolver Termination Date, shall not exceed 20% of the Commitments on
the Revolver Termination Date, and (iv) prior to and after giving effect to such sale, transfer or disposition (and any concurrent
acquisitions of Portfolio Investments or payment of Loans or Other Covered Indebtedness), the Obligors’ Net Worth exceeds
$125,000,000;


 




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


 


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


 


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


 


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


 


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 Subsidiary Guarantors;


 


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


 


(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 Investment Policies;


 


(e)          Equity
Interests in (or capital contribution to) Financing Subsidiaries to the extent not prohibited by Section 6.03(e) or (f);


 


(f)          Investments
by any Financing Subsidiary;


 


(g)          Investments
in Cash and Cash Equivalents;


 


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


 




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(i)          additional
Investments up to but not exceeding $5,000,000 in the aggregate (for purposes of this clause (i), the aggregate amount of an Investment
at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property
loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (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).


 


SECTION 6.05. Restricted
Payments. The Borrower will not, nor will it permit any of its Subsidiaries (other than the Financing Subsidiaries) to, declare
or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that:


 


(a)          the
Borrower may declare and pay dividends with respect to the capital stock of the Borrower payable solely in additional shares of
the Borrower’s common stock;


 


(b)          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 110% (or 125% if (1) no Default shall have occurred and be continuing and (2) the Covered Debt Amount does not exceed
85% of the Borrowing Base calculated on a pro forma basis after giving effect to any such dividends and distributions) of the amounts
that are required to be distributed to: (i) allow the Borrower to satisfy the minimum distribution requirements imposed by Section
852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a RIC for any such taxable year, (ii)
reduce to zero for any such taxable year its liability for federal income taxes imposed on (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);


 


(c)          the
Subsidiaries of the Borrower may make Restricted Payments to the Borrower or to any Subsidiary Guarantor; and


 


(d)          Obligors
may make Restricted Payments to repurchase Equity Interests of the Borrower from officers, directors and employees of the Investment
Advisor or the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability or termination
of employment of such employees or termination of their seat on the Board of Directors of the Investment Advisor or the Borrower
or any of its Subsidiaries; provided that (i) no Default shall have occurred and be continuing or would result therefrom,
(ii) such Equity Interests are not registered on Form S-8 or other registration statement or are not transferable under Rule 144
of the Securities Exchange Act of 1934, and (iii) the aggregate amount of all repurchases in any calendar year shall not exceed
$500,000, with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $1,000,000
in any calendar year.


 




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For the avoidance of
doubt, the Borrower shall not declare any dividend to the extent such declaration violates the provisions of the Investment Company
Act applicable to it.


 


SECTION 6.06. Certain
Restrictions on Subsidiaries. The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to
enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits
or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of
Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments
or the sale, assignment, transfer or other disposition of property, except for any prohibitions or restraints contained in (i)
any Indebtedness permitted under Section 6.01(b) or (c), (ii) any Indebtedness permitted under Section 6.01(e)
secured by a Lien permitted under Section 6.02(f) provided that such prohibitions and restraints are applicable by their
terms only to the assets that are subject to such Lien, (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 and (iv) any agreement, instrument or other arrangement pertaining to any sale or other disposition of
any asset permitted by this Agreement so long as the applicable restrictions (i) only apply to such assets and (ii) do not restrict
prior to the consummation of such sale 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.


 


SECTION 6.07. Certain
Financial Covenants.


 


(a)          Minimum
Stockholder’s Equity. After the Effective Date, the Borrower will not permit Stockholders’ Equity as of the last
day of any fiscal quarter of the Borrower to be less than the greater of (i) 45% 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, but excluding the portion of the assets of any SBIC Subsidiary that is financed with indebtedness) and (ii) the
sum of (x) $195,000,000, plus (y) 65% of the aggregate net proceeds of all sales of Equity Interests by the Borrower
and its Subsidiaries after the Effective Date (other than the proceeds of sales of Equity Interests by and among the Borrower and
its Subsidiaries).


 


(b)          Asset
Coverage Ratio. After the Effective Date, the Borrower will not permit the Asset Coverage Ratio to be less than 2.15 to 1 at
any time.


 


(c)          Consolidated
Interest Coverage Ratio. After the Effective Date, the Borrower will not permit the Consolidated Interest Coverage Ratio to
be less than (i) 1.75 to 1 as of the last day of any fiscal quarter of the Borrower ending on or prior to December 31,
2015, or (ii) 2.25 to 1 as of the last day of any fiscal quarter of the Borrower thereafter.


 




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


 


(e)          Obligors’
Net Capitalization Test. After the Effective Date, the Borrower will not permit the Obligors’ Net Capitalization to be
less than $150,000,000.


 


SECTION 6.08. Transactions
with Affiliates. (a) The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with
any of its Affiliates, even if otherwise permitted under this Agreement, except (i) transactions in the ordinary course of business
at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction between
an Obligor and a non-Obligor Subsidiary, not less favorable to such Obligor) than could be obtained at the time on an arm’s-length
basis from unrelated third parties, (ii) transactions between or among the Obligors not involving any other Affiliate, (iii) transactions
between or among the Obligors and any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the
rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions not less favorable
to the Obligors than could be obtained at the time on an arm’s-length basis from unrelated third parties, (iv) Restricted
Payments permitted by Section 6.05, dispositions permitted by Sections 6.03(e) and (f) 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) the Existing Affiliate Investments as the same may be amended as provided in Section 6.08(b)
below, (vii) existing transactions with Affiliates as set forth in Schedule 6.08 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.


 


(b)          The
Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with any issuer of an Affiliate
Investment (including the Existing Affiliate Investments and any Investment that becomes an Affiliate Investment as a result of
such transaction, or any modification, supplement or waiver to an Existing Affiliate Investment or other existing Affiliate Investment),
except transactions in the ordinary course of business that are either (i) on terms and conditions not less favorable to the Borrower
or such Subsidiary than could be obtained at the time on an arm's-length basis from unrelated third parties or (ii) in the nature
of an amendment, supplement or modification to any such Affiliate Investment on terms and conditions that are similar to those
obtained by debt or equity investors in similar types of investments in which such investors do not have the controlling equity
interest, in each case, as reasonably determined in good faith by the Borrower.


 


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


 




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SECTION 6.10. No Further
Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, instrument,
deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any
of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for
an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents
and documents with respect to Indebtedness under Section 6.01(b)(ii); (b) covenants in documents creating Liens permitted
by Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained
in leases not subject to a waiver; and (d) any other agreement that does not restrict in any manner (directly or indirectly) Liens
created pursuant to the Loan Documents on any Collateral securing the “Secured Obligations” 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”
and “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 less favorable to the Borrower than could be
obtained on an arm’s-length basis from unrelated third parties.


 


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.


 




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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 or Unsecured Longer-Term Indebtedness
(other than (i) the refinancing of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted
under Section 6.01(b) and (c) or (ii) with the proceeds of any issuance of Equity Interests, in each case to
the extent not required to be used to repay Loans), except (a) for regularly scheduled payments of interest in respect thereof
required pursuant to the instruments evidencing such Indebtedness and the payment when due of the types of fees and expenses that
are customarily paid in connection with such Indebtedness (it being understood that: (w) the conversion features into Permitted
Equity Interests under convertible notes; (x) the triggering of such conversion and/or settlement thereof solely with Permitted
Equity Interests; and (y) any cash payment on account of interest or expenses on such convertible notes made by the Borrower in
respect of such triggering and/or settlement thereof, shall be permitted under this clause (a)); (b) that any time prior to the
date that is nine (9) months prior to the Revolver Termination Date, the Borrower shall be permitted to pay in Cash the principal
of any Indebtedness that is convertible into Permitted Equity Interests; provided that (A) the aggregate amount of all such payments
collectively does not exceed $60,000,000, and (B) with respect to each such payment, (1) immediately prior to and after giving
effect to such payment no Default shall have occurred and be continuing, (2) at the time of such payment the Covered Debt Amount
does not exceed 80% of the Borrowing Base calculated on a pro forma basis after giving effect to such payment, (3) the Borrower
delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of the date such payment is made demonstrating
compliance with the foregoing after giving effect to such payment, (4) after giving effect to such payment, 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, on the date of such payment, the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such
effect and (5) such payment is being made solely at the option of the Borrower and is not required  to be made by the Borrower
pursuant to the terms of such Indebtedness or otherwise, or (c) for payments and prepayments of Secured Longer-Term Indebtedness
required to comply with requirements of Section 2.08(b).


 


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 Effective Date.


 


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


 


SECTION 6.15. Derivative
Transactions. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, enter
into any swap or derivative transactions or other similar transactions or agreements, except for Hedging Agreements to the extent
permitted pursuant to Section 6.01(i) and 6.04(c).


 


SECTION 6.16. Status
as Senior Debt; Designation of Other Indebtedness.


 




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(a)          The
Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, create, incur, assume or
permit to exist any Subordinated Debt (including any Subordinated Debt that may from time to time be delivered under the Existing
Indenture) unless the obligations of the Obligors under the Loan Documents are designated at all times as “Senior Indebtedness”
(or a similar designation, if applicable) under the agreements (including indentures) governing such Subordinated Debt.


 


(b)          The
Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, designate any Indebtedness
as “Senior Indebtedness” (or a similar designation, if applicable) under the terms of the Existing Indenture or any
other agreement (including any indenture) governing Subordinated Debt, other than the obligations of the Obligors under the Loan
Documents, Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness.


 


SECTION 6.17. Convertible
Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist
any Indebtedness that is convertible into Equity Interests other than Permitted Equity Interests.


 


ARTICLE
VII


 


EVENTS OF DEFAULT


 


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


 


(a)          the
Borrower shall fail to pay any principal of any Loan (including any principal payable under Section 2.08(b) or (c))
when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;


 


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


 


(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 (except
that such materiality qualifier shall not be applicable to any representation or warranty already qualified by materiality or Material
Adverse Effect);


 


(d)          the
Borrower 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) or (b), Section 5.09, 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;


 




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(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;


 


(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 all or any portion of any Material Indebtedness becoming due prior to its scheduled
maturity or (ii) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders
of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or
to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, unless, in the case of
this clause (ii), such event or condition is no longer continuing or has been waived in accordance with the terms of such Material
Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted
to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided that this clause (g) shall not apply to (1) secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible debt that
becomes due as a result of a contingent mandatory conversion or redemption event provided such conversion or redemption is effectuated
only in capital stock;


 


(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any of its Subsidiaries or 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 (h) of this Article, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of
its Subsidiaries (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 $2,000,000 shall be rendered against the Borrower
or any of its 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 to enforce any such judgment;


 


(l)          (i) the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower or any Subsidiary in an aggregate amount exceeding $2,500,000, (ii) (x) there
is or arises Unfunded Pension Liability with respect to Plans maintained by Borrower or its Subsidiaries (taking into account only
such Plans with positive Unfunded Pension Liability) of $2,500,000 or more, or (y) there is or arises Unfunded Pension Liability
with respect to Plans maintained by the Borrower, its Subsidiaries or their ERISA Affiliates in an aggregate amount (taking into
account only such Plans with positive Unfunded Pension Liability) that would reasonably be expected to result in a Material Adverse
Effect, or (iii) (x) if each of the Borrower and its Subsidiaries were to withdraw from all Multiemployer Plans in a
complete withdrawal, the aggregate withdrawal liability that would be incurred would be in excess of $2,500,000, or (y) if
each of the Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates were to withdraw from all Multiemployer
Plans in a complete withdrawal, the aggregate withdrawal liability that would be incurred would reasonably be expected to result
in a Material Adverse Effect;


 


(m)          a
Change in Control shall occur;


 


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


 




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


 


(p)          except
for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to
be in full force and effect in any material respect, or the enforceability thereof shall be contested by any Obligor, or there
shall be any actual invalidity of any guaranty thereunder or any Obligor or any Affiliate of an Obligor shall so assert in writing;
or


 


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


 


then, and in every such event (other than
an event described in clause (h),  (i) or (j) of this Article), and at any time thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take 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),  (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other
Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrower.


 


ARTICLE
VIII


 


THE ADMINISTRATIVE AGENT


 


SECTION 8.01. Appointment
of the Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder
and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.


 




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


 


SECTION 8.03. Limitation
of Duties; Exculpation. The Administrative Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise
in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its
Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative
Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith
or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth
herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding
anything to the contrary contained herein, in no event shall the Administrative Agent be liable or responsible in any way or manner
for the failure to obtain or receive an IVP External Unquoted Value for any asset or for the failure to send any notice required
under Section 5.12(b)(ii)(B)(x).


 


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 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 and (1) the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such
time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable
by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article VIII
and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Administrative Agent.


 


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 release
any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which
the Required Lenders have consented.


 


ARTICLE
IX



MISCELLANEOUS


 


SECTION 9.01. Notices;
Electronic Communications.


 


(a)          Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopy or to the extent permitted by Section 9.01(b) or otherwise herein, e-mail,
as follows:


 


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


 


Capitala Finance Corp.

4201 Congress Street, Suite 360

Charlotte, NC 28209

Attention:        Joseph B. Alala, III

Telephone:      (704) 376-5502

Facsimile:        (704) 376-5877

E-Mail:             JAlala@capitalagroup.com


 


with a copy to:


 


Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention:        Keith F. Oberkfell, Esq.

Telephone:      (704) 444-3549

Facsimile:        (704) 377-2033

E-Mail:             KOberkfell@mayerbrown.com


 




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


 


ING Capital LLC

1325 Avenue of the Americas

New York, New York 10019

Attention:        Patrick Frisch

Telephone:     (646) 424-6912

Facsimile:        (646) 424-6919

E-Mail:             Patrick.Frisch@ing.com


 


with a copy to:


 


Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention:        Jay R. Alicandri, Esq.

Telephone:     (212) 698-3500

Facsimile:        (212) 698-3599

E-Mail:             Jay.Alicandri@dechert.com


 


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


 


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


 


(b)          Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender pursuant to Section 2.04 if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or
the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the 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.


 




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


 


(b)          Amendments
to this Agreement. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that, subject to Section 2.16(b), no such agreement shall


 


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


 


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


 


(iii)        postpone
the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees 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,


 




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(iv)        change
Section 2.15(b), (c) or (d) 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, or


 


(vi)        permit
the assignment or transfer by any Obligor of any of its rights or obligations under any Loan Document without the consent of each
Lender;


 


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


 


(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 (including any increase in Loans hereunder, but excluding
(i) any such increase pursuant to a Commitment Increase under Section 2.06(f) and (ii) any Secured Longer Term Indebtedness
permitted hereunder) except to the extent otherwise expressly contemplated by the Guarantee and Security Agreement and except
pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of
the Required Lenders; provided that, subject to Section 2.16(b), (i) without the written consent of the holders
of not less than two-thirds of the total Revolving Credit Exposures and unused Commitments, no such waiver, amendment or modification
to the Guarantee and Security Agreement shall (A) release any Obligor representing more than 10% of the 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.


 




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(d)          Replacement
of Non-Consenting Lender. If, in connection with any proposed amendment, waiver or consent requiring (i) the consent of “each
Lender” or “each Lender affected thereby,” or (ii) the consent of “two-thirds of the holders of the total
Revolving Credit Exposures and unused Commitments”, the consent of the Required Lenders is obtained, but the consent of other
necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrower shall have the right, at its sole cost and expense, to replace each such Non-Consenting Lender
or Lenders with one or more replacement Lenders pursuant to Section 2.17(b) so long as at the time of such replacement,
each such replacement Lender consents to the proposed change, waiver, discharge or termination.


 


SECTION 9.03. Expenses;
Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred
by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements
of one outside counsel and of any necessary special and/or local 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 costs
and expenses of the Independent Valuation Provider, (ii) all out-of-pocket fees, costs and expenses incurred by the Administrative
Agent, the Collateral Agent or any Lender, including fees, charges and disbursements of any counsel for the Administrative Agent,
the Collateral Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or in connection with the Loans made, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iii) and all reasonable
out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording
or perfection of any security interest contemplated by any Security Document or any other document referred to therein. 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 Section 5.06(b) and Section 5.12(b)(iii) in
excess of the greater of (x) $200,000 or (y) 0.05% 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”).


 




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(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be
indemnified by the Borrower to the extent provided in Section 2.14), including the reasonable and documented fees,
charges and disbursements of any counsel for any Indemnitee (other than the allocated costs of internal counsel), incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions contemplated hereby (including any arrangement entered
into with an Independent Valuation Provider), (ii) any Loan or the use of the proceeds therefrom or (iii) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and whether brought by the Borrower, any Indemnitee or a third party and regardless of whether any Indemnitee
is a party thereto; 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 breach 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 Collateral Agent, in each case in their respective capacities as such, and (y) claims arising out
of any act or omission by any Obligor 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 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, 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 in its capacity as such.


 




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


 


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


 


(f)          No
Fiduciary Relationship. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this
paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries,
their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing
in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between the Lender, on the one hand, and the Borrower or any of its Subsidiaries, its stockholders or its Affiliates,
on the other. The Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the
Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other, and (ii) in connection therewith and
with the process leading thereto, (x) 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.


 






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SECTION 9.04. Successors
and Assigns.


 


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


 


(b)          Assignments
by Lenders.


 


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


 


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


 


(B)         the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment by a Lender
to an Affiliate of a Lender with prior written notice by such Lender to the Administrative Agent.


 


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


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans 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 Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement in respect of such Commitments and Loans;


 




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(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially
the form of Exhibit A hereto, together with a processing and recordation fee of 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 2.17(b)); and


 


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


 


(iii)        Effectiveness
of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after
the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.12, 2.13, 2.14 and 9.03 with respect to facts and circumstances occurring
prior to the effective date of such assignment). 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
of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each
individually, a “Register”). The entries in the Registers shall be conclusive, and the Borrower, the Administrative
Agent and the Lenders 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 and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


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


 




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(e)          Special
Purposes Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender, identified
as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide
all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that (i) nothing
herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan
pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and
such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled
to the benefits of Sections 2.12 (or any other increased costs protection provision), 2.13 or 2.14. Each
SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights
hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative
Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans
made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by the Granting Lender.


 


Each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding senior 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.


 




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(f)          Participations.
Any Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a
portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion
of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement
and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any
amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (g) of
this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13
and 2.14 (subject to the requirements and limitations therein, including Sections 2.14(f) and (g) (it being
understood that the documentation required under Sections 2.14(f) and (g) shall be delivered to the participating
Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant agrees to be subject to the provisions of Section 2.17 as if it were an assignee
under paragraph (b) of this Section 9.04. Each Lender that sells a participation agrees, at Borrower’s request and
expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(d) as though it were
a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts and stated interest of each Participant’s
interest in the Loans or other obligations under the Loan Documents (each a “Participant Register”); provided,
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that
such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
the Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(g)          Limitations
on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12
or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.


 


(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.


 




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(i)          No
Assignments or Participations to the Borrower or Affiliates or Certain Other Persons. Anything in this Section to the
contrary notwithstanding, no Lender may (i) assign or participate any interest in any Commitment or Loan held by it hereunder
to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender, or (ii) assign any interest
in any Commitment or Loan held by it hereunder to a natural person or 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.


 


SECTION 9.05. Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made
by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue
in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Commitments or the termination of this Agreement or any provision hereof.


 


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


 


(a)          Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
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.


 




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


 


SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to
notify the Borrower after any such set-off and application made by such Lender.


 


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


 


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


 


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


 


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


 




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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 Loan or the termination of this Agreement
or any provision hereof. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this
paragraph, the “Lender”), may have economic interests that conflict with those of the Borrower or any of its
Subsidiaries and/or their Affiliates.


 


(b)          Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and 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,
or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, (g) with the consent of the Borrower, (h) on a confidential basis to (i) any rating agency
in connection with rating the Borrower or its Subsidiaries or the Loans and (ii) the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (i) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative
Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (j) in
connection with the Lenders’ right to grant a security interest pursuant to Section 9.04(h) to the Federal Reserve
Bank or any other central bank, or subject to an agreement containing provisions substantially the same as those of this Section,
to any other pledgee or assignee pursuant to Section 9.04(h).


 




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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 (including any Portfolio Investments), other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries,
provided that, in the case of information received from the Borrower or any of its Subsidiaries after the 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.


 


[Remainder of Page Intentionally
Left Blank]


 




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


 


	 	CAPITALA FINANCE CORP.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 




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	 	ING CAPITAL LLC,
	 	as Administrative Agent and a Lender
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 




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