Exhibit 10.25


  


SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


  


This Second Amendment to the Loan and Security
Agreement (this "Amendment"), dated as of March 20, 2020, is entered into among BCSF COMPLETE FINANCING SOLUTION
LLC (the "Company"), as borrower; the Financing Providers party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as collateral agent (in such capacity, the "Collateral Agent"); WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); WELLS FARGO BANK,
NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary");
WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank"); and JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the "Administrative
Agent"). Reference is hereby made to the Loan and Security Agreement (as amended by the First Amendment, dated as of January
29, 2020 and as further amended or modified from time to time, the "Loan and Security Agreement"), dated as of
April 30, 2019, among parties hereto. Capitalized terms used herein without definition shall have the meanings assigned thereto
in the Loan and Security Agreement.


 


WHEREAS, the parties
hereto are parties to the Loan and Security Agreement;


 


WHEREAS, the parties
hereto desire to amend the terms of the Loan and Security Agreement in accordance with Section 10.05 thereof as provided for herein;
and


 


ACCORDINGLY, the Loan
and Security Agreement is hereby amended as follows:


 


SECTION 1.AMENDMENTS TO
THE LOAN AND SECURITY AGREEMENT


 


(a)       The
Loan and Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following
example: bold and double-underlined text) as set forth on the pages
of the Loan and Security Agreement attached as Exhibit A hereto. Exhibit A hereto constitutes a conformed copy of
the Loan and Security Agreement including amendments made pursuant to this Amendment.


 


SECTION 2.CONDITIONS
PRECEDENT. It shall be a condition precedent to the effectiveness of the amendments set forth in Section 1 of this Amendment
that each of the following conditions is satisfied:


 


(a)       The
Administrative Agent shall have received (i) executed counterparts of this Amendment from each party hereto.


 


(b)       The
Administrative Agent shall have received a certificate of an officer of the Company in form and substance reasonably satisfactory
to the Administrative Agent to the effect that, as of the date of this Amendment: (i) all of the representations and warranties
set forth in Section 6.01 of the Loan and Security Agreement are true and correct (subject to any materiality qualifiers set forth
therein) and (ii) no Default, Event of Default or Market Value Cure Failure has occurred.


 


(c)       The
aggregate outstanding principal amount of the Advances does not exceed the Financing Commitment as in effect upon the effectiveness
of this Amendment.


 






     


     


    

 


(d)       No
later than five (5) Business Days following the Second Amendment Date, the Administrative Agent shall have received an opinion
of counsel to the Company in form and substance reasonably satisfactory to the Administrative Agent relating to the enforceability
of this Amendment and certain corporate matters with respect to the Company; provided that the failure to deliver such opinion
of counsel in accordance with this Section 2(d) shall constitute an Event of Default pursuant to clause (b) of Article VII of the
Loan and Security Agreement, without regard to any other grace period specified in the Loan and Security Agreement.


 


SECTION 3.MISCELLANEOUS.


 


(a)       The
Required Financing Providers' execution of this Amendment shall constitute the written consent required under Section 10.05 of
the Loan and Security Agreement.


 


(b)       The
parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue
to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party
hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement.


 


(c)       This
Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


(d)       This
Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


(e)       Subject
to the satisfaction of the conditions precedent specified in Section 2 above, this Amendment shall be effective as of the date
of this Amendment first written above.


 


(f)       The
Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank assume no responsibility for the correctness
of the recitals contained herein, and the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank
shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of
this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral
Administrator, the Securities Intermediary and the Bank shall be entitled to the benefit of every provision of the Loan and Security
Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, the Collateral
Administrator, the Securities Intermediary and the Bank, including their right to be compensated, reimbursed and indemnified, whether
or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent,
the Collateral Administrator, the Securities Intermediary and the Bank to execute this Amendment.


 






    1


     


    

 


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


 


	 	BCSF COMPLETE FINANCING SOLUTION LLC, as Company
	 
	 	By:	      
	 	 	Name:
	 	 	Title:




 






    


     


    

 


	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Administrator
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 




 






    


     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  



    


     


    




 


EXHIBIT A


 


CONFORMED LOAN AND SECURITY AGREEMENT




  



    


     


    

  





Conformed through Second Amendment to Loan
and Security Agreement dated as of March 20, 2020







 


 


LOAN AND SECURITY AGREEMENT


 


dated as of


 


April 30, 2019


 


among


 


BCSF COMPLETE FINANCING SOLUTION LLC


 


the Financing Providers party hereto


 


the Collateral Administrator, Collateral
Agent, Securities Intermediary and Bank party hereto


 


and


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent





 


 






     


     


    

 


Table of Contents


  




	
	 	Page
	Article I 
 THE PORTFOLIO INVESTMENTS
	 	 
	Section 1.01   Originations and Purchases of Portfolio Investments	22
	Section 1.02   Procedures for Originations, Purchases and Related Financings	22
	Section 1.03   Conditions to Originations and Purchases	23
	Section 1.04   Sales of Portfolio Investments	25
	Section 1.05   Currency Equivalents Generally; Certain Calculations	27
	 	 
	Article II 

THE FINANCINGS
	 
	Section 2.01   Financing Commitments	27
	Section 2.02   Initial Advance	28
	Section 2.03   Financings, Use of Proceeds	28
	Section 2.04   Initial Closing Conditions	30
	Section 2.05   Other Conditions to Initial Funding	32
	 	 
	Article III 

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS
	 
	Section 3.01   The Advances	32
	Section 3.02   General	36
	Section 3.03   Taxes	36
	Section 3.04   Mitigation Obligations; Replacement of Lenders	39
	 	 
	Article IV 

COLLECTIONS AND PAYMENTS
	 
	Section 4.01   Interest Proceeds	40
	Section 4.02   Principal Proceeds	40
	Section 4.03   Principal and Interest Payments; Prepayments; Commitment Fee; Priority of Payments	41
	Section 4.04   Payments Generally	44
	Section 4.05   Interest MV Cure Account and Principal MV Cure Account	45
	Section 4.06   Proceeds Collection Account	46
	Section 4.07   Reduction of Financing Commitments	47
	 	 
	Article V 

[RESERVED]
	 
	Article VI 

REPRESENTATIONS, WARRANTIES AND COVENANTS
	 
	Section 6.01   Representations and Warranties	47
	Section 6.02   Covenants of the Company	50
	Section 6.03   Separate Existence	53









     


    - ii -


    

 


	Section 6.04   Amendments, Etc.	55
	 	 
	Article VII 

EVENTS OF DEFAULT
	 
	Article VIII 

ACCOUNTS; COLLATERAL SECURITY
	 
	Section 8.01   The Accounts; Agreement as to Control	58
	Section 8.02   Collateral Security; Pledge; Delivery	61
	Section 8.03   Capital Contributions	63
	Section 8.04   Accountings	63
	 	 
	Article IX 

THE AGENTS
	 
	Section 9.01   Appointment of Administrative Agent and Collateral Agent	64
	Section 9.02   Additional Provisions Relating to the Collateral Agent and the Collateral Administrator	67
	 	 
	Article X 

MISCELLANEOUS
	 
	Section 10.01   Non-Petition	68
	Section 10.02   Notices	69
	Section 10.03   No Waiver	69
	Section 10.04   Expenses; Indemnity; Damage Waiver	69
	Section 10.05   Amendments	70
	Section 10.06   Confidentiality	70
	Section 10.07   Successors; Assignments	71
	Section 10.08   Non-Recourse	73
	Section 10.09   Governing Law; Submission to Jurisdiction; Etc.	74
	Section 10.10   Counterparts	74
	Section 10.11   Headings	75
	Section 10.12   Interest Rate Limitation	75


 


Schedules


 


	Schedule 1	Transaction Schedule




	Schedule 2	Contents of Initial Approval Requests




	Schedule 3	Contents of Final Approval Requests




	Schedule 4	Eligibility Criteria




	Schedule 5	Concentration Limitations




	Schedule 6	Disqualified Lenders




	Schedule 7	Moody's Industries Codes




	Schedule 8	Initial Loans




	Schedule 9	Market Value Calculations




	Schedule 10 	Second Amendment Loans


	 	 








     


    - iii -


    

  


Exhibit


 


	Exhibit A	Form of Request for Advance
	Exhibit B-1	Form of Daily Portfolio Holding Report
	Exhibit B-2	Form of Quarterly Holdings Report
	Exhibit C-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit C-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income
Tax Purposes)
	Exhibit C-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax
Purposes)
	Exhibit C-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)



 






     


     


    

 



 


LOAN AND SECURITY AGREEMENT dated as
of April 30, 2019 (the "Original Closing Date") (this "Agreement") among BCSF COMPLETE FINANCING
SOLUTION LLC (the "Company"), a Delaware limited liability company, as borrower; the Financing Providers party
hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the "Collateral
Agent"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the "Collateral
Administrator"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity,
the "Securities Intermediary"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity,
the "Bank", and collectively with the Securities Intermediary, the "Intermediary"); and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the "Administrative
Agent").


 


On the Original Closing Date, the Company
acquired certain middle market unitranche loans identified on Schedule 8 hereto (the "Initial Loans") from BCSF
Complete Financing Solution Holdco LLC (in such capacity, the "Depositor") via assignment and contribution, pursuant
to the Master Contribution Agreement and the Master Assignment Agreement.


 


The Company is acquiring certain revolving
loans identified on Schedule 10 hereto (the "Second Amendment Loans") (i) from the Depositor via sale and contribution
on the Second Amendment Date, pursuant to the Master Loan Sale Agreement, and (ii) otherwise from BCSF I, LLC or the Depositor,
on or about the Second Amendment Date.


 


The Company has originated and accumulated,
and wishes to continue to originate and accumulate, additional middle market unitranche loans and certain other eligible loans
(together with the Initial Loans and the Second Amendment Loans, the "Portfolio Investments"), all on and subject
to the terms and conditions set forth herein.


 


On and subject to the terms and conditions
set forth herein, JPMorgan Chase Bank, National Association ("JPMCB") has agreed to make advances to the Company
("Advances") hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto
(the "Transaction Schedule"). JPMCB, together with its successors and permitted assigns, are referred to herein
as the "Financing Providers", and the types of financings to be made available by them hereunder are referred
to herein as the "Financings". For the avoidance of doubt, the terms of this Agreement relating to types of Financings
not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force
and effect.


 


Accordingly, the parties hereto agree as follows:


 


Except as otherwise specified herein or as
the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement,
and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine,
feminine and neuter genders of such terms.


 


"Account" has the meaning
specified in Section 8.01(a).


 


"Adjusted Principal Amount"
means, on any date of determination, the greater of (x) the aggregate principal amount of the outstanding Advances and (y) the
Minimum Facility Amount then in effect.


 


"Administrative Agent"
has the meaning specified in the preamble.


 






     


     


    

 





"Administrative Expenses"
means (i) the fees, expenses (including indemnities) and other amounts due or accrued in connection with the entry into of
this Agreement or the administration or maintenance of the Company (including (x) any such amounts that were due and not paid
on any prior date in accordance with the Priority of Payments and (y) the reimbursement of any such amounts paid by a third
party on behalf of the Company (including an Affiliate of the Company)); provided that, for the avoidance of doubt, amounts
that are expressly payable to any Person or entity under the Priority of Payments in respect of an amount that is stated to be
payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal on the Advances)
shall not constitute Administrative Expenses and (ii) fees, expenses (including indemnities) and other amounts payable to
the Collateral Agent, the Collateral Administrator or the Intermediary, or any successor to any of them.


 


"Advances" has the meaning
specified in the preamble.


 


"Adverse Proceeding" means
any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of Company) at law or in equity, or before or by any governmental authority, domestic or foreign,
whether pending, active or, to the Company's knowledge, threatened against or affecting the Company or its property that could
reasonably be expected to result in a Material Adverse Effect.


 


"Affiliate" means, with
respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former
Person (whether by virtue of ownership, contractual rights or otherwise).


 


"Agent Business Day" means
any day on which commercial banks and foreign exchange markets settle payments in each of New York City and the city in which the
corporate trust office of the Collateral Agent is located.


 


"Agents" means each of
the Administrative Agent and the Collateral Agent.


 


"Amendment" has the meaning
specified in Section 6.04.


 


"Antares" means Antares
Midco Inc., a Delaware corporation.


 


"Antares HoldCo" shall
mean Antares Complete Financing Solution Holdings LLC, a Delaware limited liability company.


 


"Anti-Corruption Laws"
means all laws, rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to
bribery or corruption.


 


"Applicable Margin" means,
for each Advance, the amount specified on the Transaction Schedule as the "Applicable Margin for Advances".


 


"Approval Request" has
the meaning specified in Section 1.02(a).


 


"Bank" has the meaning
specified in the preamble.


 


"Base Rate" shall mean,
for any day,(i) with respect to USD Advances, a rate per annum equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.5%, (ii) with respect to CAD
denominated Advances, the Canadian Prime Rate and (iii) with respect to any GBP Advance or Advance denominated in EUR, the annual
rate of interest announced from time to time by the Administrative Agent (or an affiliate thereof) as being its reference rate
then in effect for determining interest rates on commercial loans made by it in the United Kingdom (with respect to GBP Advances)
or the Euro Zone (with respect to Advances denominated in EUR). Any change in the Base Rate due to a change in the Prime Rate,
the Federal Funds Effective Rate, the Canadian Prime Rate or a rate specified in clause (iii) above shall be effective from and
including the effective date of such change.


 






    - 2 -


     


    

 


"Business Day" means any
day on which commercial banks are open in New York City; provided that (i) with respect to any provisions herein relating
to the setting of the LIBO Rate or the calculation or conversion of amounts denominated in GBP, "Business Day" shall
be deemed to exclude any day on which banks are required or authorized to be closed in London, England, (ii) with respect to any
provisions herein relating to the calculation or conversion of amounts denominated in CAD, "Business Day" shall be deemed
to exclude any day on which banks are required or authorized to be closed in Toronto, Canada and (iii) with respect to any provisions
herein relating to the setting of EURIBOR or the calculation or conversion of amounts denominated in EUR, "Business Day"
shall be deemed to exclude any day on which TARGET2 is not open for settlement of payments in Euro.


 


"CAD" means the lawful
currency of Canada.


 


"Calculation Date" means,
with respect to any Calculation Period, the last day of such Calculation Period.


 


"Calculation Period" means
the period from and including the date on which the first Advance is made hereunder to and including July 5, 2019, and each successive
three (3) month period (i.e., ending on each July 5, October 5, January 5 and April 5) during the term
of this Agreement (or, in the case of the last Calculation Period, if the last Calculation Period does not end on such a date (each
such date, a "Calculation Period Start Date"), the period from and including the preceding Calculation Period
Start Date to but excluding the Maturity Date).


 


"Canadian Prime Rate" means,
on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate published
by Bloomberg Financial Markets Commodities News (or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided by such service, as determined by the Administrative Agent from time to time) at 10:15 a.m.
Toronto time on such day and (ii) the CDOR Rate, plus 1% per annum. Any change in the Canadian Prime Rate due to a change in the
PRIMCAN Index or the CDOR Rate shall be effective from and including the effective date of such change in the PRIMCAN Index or
CDOR Rate, respectively.


 


"CDOR Rate" means, on any
day and for any period, an annual rate of interest equal to the average rate applicable to CAD bankers’ acceptances for a
three month period (or, for purposes of the definition of the term "Canadian Prime Rate", a thirty day period) that appears
on the Reuters Screen CDOR Page (or on any successor or substitute page of such service, or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the
Administrative Agent from time to time), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately
10:15 a.m. Toronto time on such day, or if such day is not a Business Day, then on the immediately preceding Business Day
(the "Screen Rate"); provided that (i) if such Screen Rate shall be less than zero, such rate shall be
deemed to be zero for purposes of this Agreement and (ii) the CDOR Rate with respect to the first Calculation Period shall be determined
by interpolating linearly between the rate for deposits with a term of thirty days and the rate for deposits with a term of three
months.


 


"CFC" means a "controlled
foreign corporation" as defined in Section 957 of the Code.


 









    - 3 -


     


    

 


"Change in Law" means the
occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to
the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a "Change in Law,"
regardless of the date enacted, adopted or issued.


 


"Change of Control" means
an event or series of events by which (x) Parent, Antares and/or their respective Affiliates, collectively, (i) cease to possess,
directly or indirectly, the ability to direct the material actions of the Company or the management policies and decisions of the
Company, or (ii) cease, directly or indirectly, to own and control legally and beneficially all of the equity interests of the
Company, or (y) Parent, Antares or an affiliate of Parent or Antares ceases to be a "manager" (as such term is defined
in the HoldCo LLC Agreement) of HoldCo.


 


"Charges" has the meaning
specified in Section 10.12.


 


"Code" means The United
States Internal Revenue Code of 1986, as amended.


 


"Collateral" has the meaning
specified in Section 8.02(a).


 


"Collateral Account" has
the meaning specified in Section 8.01(a).


 


"Collateral Administrator"
has the meaning specified in the preamble.


 


"Collateral Agent" has
the meaning specified in the preamble.


 


"Collateral
Principal Balance" means, on any date of determination, (A) the aggregate principal balance of the Portfolio Investments,
including for this purpose the funded and unfunded balance of any Delayed Funding Term Loan or Revolving Loan, as of such date
plus (B) the amounts on deposit in the Principal Collection Account (including cash and Eligible Investments) representing
Principal Proceeds as of such date minus (C) the aggregate principal balance of all Ineligible Investments and the amount
of any Unfunded Exposure Shortfall as of such date.


 


"Collection Account" means
the Interest Collection Account and the Principal Collection Account, collectively.


 


"Commitment Fee" has the
meaning specified in Section 4.03(e).


 


"Company" has the meaning
specified in the preamble.


 


"Compliance Condition"
has the meaning specified in Schedule 9 hereto.


 


"Concentration Limitations"
has the meaning specified on Schedule 5 hereto.


 


"Contribution Date" means
with respect to any Portfolio Investment contributed to the Company pursuant to Section 8.03, the date such Portfolio Investment
is contributed to the Company.


 









    - 4 -


     


    

 


"Currency Shortfall" has
the meaning specified in Section 4.04(b).


 


"Custodial Account" has
the meaning specified in Section 8.01(a).


 


"Daily Portfolio Holding Report"
has the meaning specified in Section 8.04.


 


"Default" has the meaning
specified in Section 1.03(c).


 


"Delayed Funding Term Loan"
means any Portfolio Investment that, as of the date of determination, (a) requires the holder thereof to make one or more future
advances to the obligor under the Underlying Instruments relating thereto, (b) specifies a maximum amount that can be borrowed
on one or more borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the obligor thereunder;
but any such Portfolio Investment will be a Delayed Funding Term Loan only until all commitments by the holders thereof to make
advances to the obligor thereon expire or are terminated or reduced to zero.


 


"Deliver" (and its correlative
forms) means the taking of the following steps:


 


(1)               
in the case of Portfolio Investments, Eligible Investments and amounts deposited into an Account, by (x) causing the
Securities Intermediary to indicate by book entry that a financial asset comprised thereof has been credited to the Custodial Account
and (y) causing the Securities Intermediary to agree that it will comply with entitlement orders originated by the Collateral
Agent with respect to each such security entitlement without further consent by the Company;


 


(2)               
in the case of each general intangible (including any participation interest that is not, or the debt underlying which is
not, evidenced by an instrument), by notifying the obligor thereunder of the security interest of the Collateral Agent; provided
that the Company shall not be required to notify the obligor unless an Event of Default has occurred and is continuing or a Market
Value Cure Failure shall have occurred; and provided, further, that if an Event of Default has occurred and is continuing
or a Market Value Cure Failure shall have occurred and, in either case, the Company has not so notified the obligor within one
(1) Business Day of request by the Administrative Agent, the Administrative Agent may so notify such obligor;


 


(3)               
in the case of Portfolio Investments consisting of instruments (the "Possessory Collateral") that do not
constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause (1)
above, by causing (x) the Collateral Agent to obtain possession of such Possessory Collateral in the State of New York or
the State of Minnesota, or (y) a person other than the Company and a securities intermediary (A)(I) to obtain possession
of such Possessory Collateral in the State of New York or the State of Minnesota, and (II) to then authenticate a record acknowledging
that it holds possession of such Possessory Collateral for the benefit of the Collateral Agent or (B)(I) to authenticate a
record acknowledging that it will take possession of such Possessory Collateral for the benefit of the Collateral Agent and (II) to
then acquire possession of such Possessory Collateral in the State of New York or the State of Minnesota;


 


(4)               
in the case of any account which constitutes a "deposit account" under Article 9 of the UCC, and by causing
the Bank to continuously identify in its books and records the security interest of the Collateral Agent in such account and, except
as may be expressly provided herein to the contrary, establishing dominion and control over such account in favor of the Collateral
Agent; and


 






    - 5 -


     


    

 





(5)               
in all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the Secretary
of State of the State of Delaware.


 


Notwithstanding clauses (1) and
(4) above, the Company shall ensure that all Portfolio Investments denominated in a Permitted Non-USD Currency and all proceeds
thereof shall be deposited in or credited to a Permitted Non-USD Currency Account established for such Permitted Non-USD Currency.


 


"Depositor" has the meaning
specified in the preamble.


 


"Designated Email Notification
Address" means Credit_TreasuryTeam@baincapital.com; provided that the Company may, upon at least five (5) Business
Day's written notice to the applicable Agent, designate any other email address with respect to the Company as a Designated Email
Notification Address.


 


"Designated Independent Broker-Dealer"
means JPMorgan Securities LLC, provided that, so long as no Market Value Cure Failure shall have occurred and no Event of
Default shall have occurred and be continuing, the Company may, upon at least five (5) Business Day's written notice to the
applicable Agent, designate another Independent Broker-Dealer as the Designated Independent Broker-Dealer.


 


"Disqualified Lender" means
(a)(i) each Person identified by its complete and correct legal name on Schedule 6 as of the date hereof and (ii) subject
to the consent of the Administrative Agent and to the extent that no Event of Default has occurred and is continuing at such time,
each Person who is identified by its complete and correct legal name by the Company to the Administrative Agent from time to time
in a supplement to Schedule 6 and (b) in the case of each Person identified pursuant to clause (a) above, any of
its Affiliates that are either (x) identified in writing by their respective complete and correct legal names by the Company
to the Administrative Agent from time to time or (y) known or reasonably identifiable as an Affiliate of any such Person.
For the avoidance of doubt, any legal name of a Person shall be considered "complete and correct" notwithstanding (i)
any change in the legal name of such Person, to the extent the new name is (x) identified in writing by the Company to the Administrative
Agent from time to time or (y) known or reasonably identifiable as the new name of such Person or (ii) any variance in punctuation.


 


"Dollar Equivalent" means,
with respect to any Advance denominated in a Permitted Non-USD Currency, the amount of USD that would be required to purchase the
amount of such Permitted Non-USD Currency of such Advance using the reciprocal foreign exchange rates obtained as described in
the definition of the term Spot Rate.


 


"Domestic Subsidiary" means
any Subsidiary that is organized under the laws of any political subdivision of the United States (but excluding any territory
or possession thereof).


 


"Effective Date" has the
meaning specified in Section 2.04.


 


"Effective Date Letter Agreement"
means the letter agreement dated as of the date hereof between the Company and the Administrative Agent.


 


"Effective Tax Rate" means
the highest combined marginal federal, state and local income Tax rate applicable to corporations resident in New York, New York
during such period, taking into account the deductibility of state and local Taxes from federal taxable income.


 


"Eligibility Criteria"
means the eligibility criteria set forth in Schedule 4.


 






    - 6 -


     


    

 





"Eligible Currency" means
U.S. Dollars and each Permitted Non-USD Currency.


 


"Eligible Investments"
has the meaning specified in Section 4.01.


 


"Eligible Jurisdiction"
means the United States (or any State thereof), Canada, the United Kingdom and any country within the Euro Zone.


 


"EMU Legislation" means
the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European
currency.


 


"Enforcement Priority of Payments"
has the meaning specified in Section 4.03(i).


 


"ERISA" means the United
States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by
the United States Department of Labor, as from time to time in effect.


 


"ERISA Affiliate" means
any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412,
430 or 431 of the Code).


 


"ERISA Event" means that
(1) the Company has underlying assets which constitute "plan assets" under the Plan Asset Rules, (2) the Company
sponsors, maintains, contributes to or is required to contribute to any Plan, or (3) the Company incurs a liability with respect
to any Plan sponsored, maintained or contributed to by an ERISA Affiliate which, with respect to this clause (3), would reasonably
be expected to have a Material Adverse Effect (it being understood that the assertion of any claim relating to any such Plan against
the Company shall constitute a Material Adverse Effect).


 


"Estimated Taxable Income"
means, as of any Calculation Date, a good-faith estimate of the taxable income of the Company for the current Tax Year through
the end of calendar quarter in which such Calculation Date occurs.


 


"EUR", "Euros"
and "€" mean the lawful currency of each state so described in any EMU Legislation introduced in accordance
with the EMU Legislation.


 


"EURIBOR" means, for each
Calculation Period relating to an Advance in EUR, the Euro interbank offered rate administered by the European Money Markets Institute
(or any other person which takes over the administration of that rate) displayed on Reuters Screen EURIBOR01 on the Bloomberg
Financial Markets Commodities News (or on any successor or substitute page of such service, or any successor to or substitute
for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined
by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in
the EUR in the Euro Zone) at approximately 11:00 a.m., Brussels time, two (2) Business Days prior to the commencement
of such Calculation Period, as the rate for EUR deposits with a maturity of three months; provided that EURIBOR with respect
to the first Calculation Period shall be determined by interpolating linearly between the rate for deposits with a term of thirty
days and the rate for deposits with a term of three months. If such rate is not available at such time for any reason, then EURIBOR
for such Calculation Period shall be the rate (which shall not be less than zero) at which EUR deposits in an amount corresponding
to the amount of such Advance and for the applicable maturity are offered by the principal Brussels office of the Administrative
Agent in immediately available funds in the Euro Zone interbank market at approximately 11:00 a.m., Brussels time, two (2) Business
Days prior to the commencement of such Calculation Period. Notwithstanding anything in the foregoing to the contrary, if EURIBOR
as calculated for any purpose under this Agreement is below zero percent, EURIBOR will be deemed to be zero percent for such purpose
until such time as it exceeds zero percent again.


 






    - 7 -


     


    

 


"Events of Default" has
the meaning specified in Article VII.


 


"Excess Concentration Amount"
means, as of any date of determination, the sum, without duplication, of the Market Value of the portion of each Portfolio Investment,
if any, that is in excess of any Concentration Limitations (to the extent such Portfolio Investment was in excess of such Concentration
Limitations at the times provided on Schedule 5). If multiple Portfolio Investments are in excess of the Concentration Limitations,
then from those Portfolio Investments, the Company may select the Portfolio Investments (or portions thereof) to be counted above;
provided, further, that, absent a selection by the Company, Portfolio Investments (or portions thereof) with the
lowest Market Values shall be counted above until the Concentration Limitations are satisfied.


 


"Excluded Permitted Distribution
Account" has the meaning specified in Section 8.01(a).


 


"Excluded Taxes" means
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes,
in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, its applicable
lending office (or relevant office for receiving payments from or on account of the Company or making funds available to or for
the benefit of the Company) located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) Other
Connection Taxes, (c) U.S. withholding Taxes imposed on amounts payable to or for the account of such Recipient that
are or would be required to be withheld pursuant to a law in effect on the date on which (i) such Recipient acquires an interest
in the Financing Commitment or Advance or becomes an Agent or (ii) such Recipient changes its office for receiving payments
by or on account of the Company or making funds available to or for the benefit of the Company, except in each case to the extent
that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Recipient's assignor immediately
before such Recipient became a party hereto or to such Recipient immediately before it changed its office for receiving payments
by or on account of the Company or making funds available to or for the benefit of the Company, (d) Taxes attributable to
such Recipient's failure to comply with Section 3.03(f), (e) any Taxes imposed under FATCA and (f) U.S. backup
withholding Taxes.


 


"Expense Cap" means $335,526.32
for any 12-month period.


 


"Facility Reduction" has
the meaning specified in Section 4.07.


 


"FATCA" means Sections 1471
through 1474 of the Code as of the date of this Agreement (or any amended or successor version of such Sections), any current
or future regulations or official interpretations thereof, intergovernmental agreements thereunder, any fiscal or regulatory legislation,
rules, guidance notes or practices adopted pursuant to such intergovernmental agreements, similar or related non-U.S. laws
that correspond to Sections 1471 to 1474 of the Code, and any agreements entered into pursuant to Section 1471(b)(1)
of the Code.


 


"Federal Funds Effective Rate"
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System 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.


 






    - 8 -


     


    

 


"Final Approval Request"
has the meaning specified in Section 1.02(a).


 


"Financing Commitment"
has the meaning specified in Section 2.01.


 


"Financing Limit" has the
meaning specified on the Transaction Schedule.


 


"Financing Providers" has
the meaning specified in the preamble.


 


"Financings" has the meaning
specified in the preamble.


 


"First Amendment Date"
means January 29, 2020.


 


"First Amendment Date Letter Agreement"
means the letter agreement, dated as of the First Amendment Date, between the Company and the Administrative Agent.


 


"First Lien Loan" means
a Portfolio Investment (i) that is not (and cannot by its terms become) subordinate in right of payment to any obligation
of the obligor thereof (other than a Permitted Working Capital Facility) in any bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceedings, (ii) that is secured by a pledge of collateral, which security interest is validly
perfected and first priority (subject to liens for Taxes or regulatory charges and any other liens permitted under the related
Underlying Instruments that are reasonable and customary for similar loans and liens securing a Permitted Working Capital Facility)
under applicable law and (iii) the Company determines in good faith that the value of the collateral securing the loan (including
based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding
principal balance thereof plus the aggregate outstanding balances of all other loans of equal or higher seniority secured
by the same collateral.


 


"Foreign Holdco" means
any Domestic Subsidiary substantially all of the assets of which are capital stock of one or more CFCs.


 


"Foreign Lender" means
a Lender that is not a U.S. Person.


 


"Foreign Subsidiary" means
any Subsidiary that is not a Domestic Subsidiary.


 


"GAAP" means generally
accepted accounting principles in effect from time to time in the United States, as applied from time to time by the Company.


 


"GBP" and "£"
mean British Pounds.


 


"GBP Advance" any Advance
denominated in GBP.


 


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


 


"HoldCo" means BCSF Complete
Financing Solution Holdco LLC, a Delaware limited liability company.


 









    - 9 -


     


    

 


"HoldCo LLC Agreement"
means the Amended and Restated Limited Liability Company Agreement of HoldCo, as amended on and prior to the First Amendment Date.


 


"Indebtedness" as applied
to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to capital leases that is properly classified as a liability on a balance sheet; (iii) notes payable and drafts
accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation
owed for all or any part of the deferred purchase price of property or services (other than ordinary trade payables); (v) all
indebtedness secured by any lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any
letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings;
(vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation
of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor
thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected
(in whole or in part) against loss in respect thereof; and (ix) any liability of such Person for an obligation of another
through any contractual obligation (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation
or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income
or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix),
the primary purpose or intent thereof is as described in clause (viii) above.


 


"Indemnified Taxes" means
(a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Company under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.


 


"Indemnitee" has the meaning
specified in Section 10.04(b).


 


"Independent Broker-Dealer"
means any of the following (as such list may be revised from time to time by mutual agreement of the Company and the Administrative
Agent): Bank of America, N.A., The Bank of Montreal, Barclays Bank plc, BNP Paribas, Citibank, N.A., Credit Suisse, Deutsche Bank
AG, Goldman Sachs & Co., Morgan Stanley & Co, The Royal Bank of Scotland plc, UBS AG, Royal Bank of Canada and Wells Fargo,
National Association, Nomura Securities International, Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated and any affiliate
or legal successor of any of the foregoing.


 


"Ineligible Investment"
means any Portfolio Investment that fails at any time to satisfy the Eligibility Criteria unless otherwise agreed by the Administrative
Agent; provided that, for purposes of clauses (6), (13) and (30) of the Eligibility Criteria only, any such failure with
respect to a Portfolio Investment will be determined solely at the time of Origination or Purchase thereof, as applicable, by the
Company.


 


"Information" means (i) the
Loan Documents and the details of the provisions thereof and (ii) all information received from the Company or any Affiliate
thereof relating to the Company or its business or any obligor in respect of any Portfolio Investment in connection with the transactions
contemplated by this Agreement.


 


"Initial Approval Request"
has the meaning specified in Section 1.02(a).


 









    - 10 -


     


    

 



 


"Initial Loans" has the
meaning specified in the preamble.


 


"Interest Collection Account"
has the meaning specified in Section 8.01(a).


 


"Interest MV Cure Account"
has the meaning specified in Section 8.01(a).


 


"Interest Priority of Payments"
has the meaning specified in Section 4.03(g).


 


"Interest Proceeds" means
all payments of interest received by the Company in respect of the Portfolio Investments and Eligible Investments (in each case
other than accrued interest purchased by the Company, but including proceeds received from the sale of interest accrued after the
date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments (other than
principal payments received on Eligible Investments purchased with Principal Proceeds) and all payments of fees and other similar
amounts received by the Company or deposited into any of the Accounts or Permitted Non-USD Currency Accounts (including unused
commitment fees, facility fees, late payment fees, prepayment premiums, amendment fees and waiver fees, but excluding syndication
or other up-front fees and administrative agency or similar fees); provided, however, that, for the avoidance of
doubt, Interest Proceeds shall not include amounts or Eligible Investments in the Excluded Permitted Distribution Account or any
proceeds therefrom.


 


"Intermediary" has the
meaning specified in the preamble.


 


"Investment" means (a) the
purchase of any debt or equity security of any other Person, or (b) the making of any loan or advance to any other Person,
or (c) becoming obligated with respect to Indebtedness of any other Person.


 


"IRS" means the United
States Internal Revenue Service.


 


"JPMCB" has the meaning
specified in the preamble.


 


"Laws" means, collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the interpretation or administration thereof by any governmental
authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case whether
or not having the force of law.


 


"Lender" has the meaning
specified in Section 2.01.


 


"LIBO Rate" means,
for each Calculation Period relating to an Advance denominated in USD or GBP, the rate appearing on the Reuters Screen
LIBOR 01 Page (or, in the case of a GBP Advance, the Reuters Screen LIBOR 02 Page) on the Bloomberg Financial
Markets Commodities News (or on any successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in the
applicable Eligible Currency in the London interbank market) at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Calculation Period, as the rate for U.S. Dollar deposits (or, in the
case of a GBP Advance, deposits in GBP) with a maturity of three months; provided that the LIBO Rate with respect to
the first Calculation Period shall be determined by interpolating linearly between the rate for deposits with a term of
thirty days and the rate for deposits with a term of three months. If such rate is not available at such time for any reason,
then the LIBO Rate for such Calculation Period shall be the rate (which shall not be less than zero) at which U.S. Dollar
deposits (or, in the case of a GBP Advance, deposits in GBP) in an amount corresponding to the amount of such Advance and for
the applicable maturity are offered by the principal London office of the Administrative Agent in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Calculation Period. Notwithstanding anything in the foregoing to the contrary, if the LIBO Rate as
calculated for any purpose under this Agreement is below zero percent, the LIBO Rate will be deemed to be zero percent for
such purpose until such time as it exceeds zero percent again.


 






    - 11 -


     


    




 


"Lien" means any lien,
security interest, mortgage, pledge, hypothecation, encumbrance, preference, priority, preferential arrangement, charge, or adverse
claim.


 


"Loan Assignment Agreement"
has the meaning specified in Section 8.01(a).


 


"Loan Documents" means
this Agreement, the Omnibus Financing Terms Agreement, the Master Contribution Agreement, each Master Assignment Agreement (in
each case, including schedules and exhibits thereto), the First Amendment Date Letter Agreement, and any agreements entered into
in connection herewith by the Company with or in favor of the Administrative Agent and/or the Lenders, including any amendments,
modifications or supplements thereto or waivers thereof, UCC filings and any certificates prepared in connection with this Agreement.


 


"LTV Ratio" means, on any
date of determination, an amount (expressed as a percentage) equal to (A)(i) the principal amount of the then outstanding
Advances (assuming that Advances have been made for any outstanding Purchase Commitments (other than Purchase Commitments for the
unfunded portions of Delayed Funding Term Loans or Revolving Loans in respect of which no Advance has been requested) which have
traded but not settled) and the accrued but unpaid interest payable on the Advances minus (ii) the amounts then on
deposit in the Collateral Accounts and the Permitted Non-USD Currency Accounts (including cash and Eligible Investments, but excluding
amounts on deposit in the Unfunded Exposure Account (or the applicable Permitted Non-USD Currency Account in respect of such Unfunded
Exposure Amounts relating to Portfolio Investments denominated in a Permitted Non-USD Currency) and Principal Proceeds that have
been designated to pay a portion of the purchase price in respect of any Purchase Commitments which have traded but not settled)
plus (iii) the Unfunded Exposure Shortfall divided by (B) the Net Asset Value.


 


"Maintenance LTV Ratio"
has the meaning specified in Schedule 9.


 


"Margin Stock" has the
meaning set forth under Regulation U issued by the Federal Reserve Board, including any debt security which is by its terms
convertible into "Margin Stock".


 


"Market Value" means, on
any date of determination, with respect to any Portfolio Investment, the market value of such Portfolio Investment as assigned
by the Administrative Agent in accordance with Schedule 9.


 


"Market Value Cure"
means, on any date of determination, (i) the contribution of cash to the Company (which shall be deposited in the
Principal MV Cure Account) or additional Eligible Investments to the Company and the pledge and Delivery thereof by the
Company to the Collateral Agent pursuant to the terms hereof, (ii) the prepayment by the Company of an aggregate
principal amount of Advances (together with accrued and unpaid interest thereon but otherwise without penalty or premium),
(iii) the sale of Portfolio Investments in accordance with Section 1.04 or (iv) any combination of the
foregoing clauses (i) , (ii) or (iii), in each case during the Market Value Cure Period and in an amount such that
the Compliance Condition is satisfied. In connection with any Market Value Cure, a Portfolio Investment shall be deemed to
have been sold by the Company if there has been a valid, binding and enforceable contract for the assignment of such
Portfolio Investment and, in the reasonable judgment of the Company, such assignment will settle within fifteen
(15) Business Days from the related Trade Date thereof. The Company shall use its best efforts to effect any such
assignment within such time period.


 






    - 12 -


     


    

 


"Market Value Cure Failure"
means (x) the occurrence of each of (i) the inability of the Company to demonstrate in writing to the Administrative
Agent (which determination may be accepted or not accepted in the sole discretion of the Administrative Agent), prior to the end
of the applicable Market Value Cure Period, that a determination made by the Administrative Agent that a Market Value Event has
occurred is no longer accurate (whether due to an increase in the Net Asset Value during the Market Value Cure Period or otherwise)
and (ii) the failure by the Company to effect a Market Value Cure as set forth in the definition of such term or (y) if
in connection with any Market Value Cure, a Portfolio Investment sold shall fail to settle within fifteen (15) Business Days
from the related Trade Date thereof (such settlement date to be extended by five (5) Business Days upon the Company's request
if the Company represents to the Administrative Agent that it is diligently pursuing the settlement of such sale) or in such longer
period as may be agreed to by the Administrative Agent in its sole discretion.


 


"Market Value Cure Period"
means the period commencing on the Business Day on which the Administrative Agent notifies the Company of the occurrence of a Market
Value Event (which notice shall be given by the Administrative Agent prior to 2:00 p.m., New York City time, on any Business
Day, and if not given by such time, such notice shall be deemed to have been given on the next succeeding Business Day) and ending
at (x) 5:00 p.m., New York City time, on the date that is two (2) Business Days thereafter or (y) such later date and time
as may be agreed to by the Administrative Agent in its sole discretion.


 


"Market Value Event" means
the notification in writing by the Administrative Agent to the Company that it has determined that as of any date the LTV Ratio
is greater than the Maintenance LTV Ratio.


 


"Master Assignment Agreement"
means individually and/or collectively as the context may require, (i) that certain Assignment Agreement, dated as of April 30,
2019, among the Company, HoldCo, Antares Bain Capital Complete Financing Solution LLC and ABC Complete Financing Solution LLC,
(ii) that certain Assignment and Assumption, dated as of April 30, 2019, among the Company, HoldCo, Antares Bain Capital Complete
Financing Solution LLC and ABC Complete Financing Solution LLC and (iii) each of those two certain Assignment Agreements, dated
as of April 30, 2019, between Antares Bain Capital Complete Financing Solution LLC and the Company.


 


"Master Contribution Agreement"
means the Master Contribution Agreement, dated as of April 30, 2019, among the Company, HoldCo, and Parent.


 


"Master Loan Sale Agreement"
means the Master Loan Sale Agreement, dated as of March 20, 2020, among the Company, HoldCo, and Parent.


 


"Material Adverse Effect"
has the meaning specified in Section 6.01(m).


 


"Maturity Date" means the
date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on
which the Secured Obligations become due and payable following the occurrence of an Event of Default under Article VII, (3) the
date on which the Advances are repaid in full pursuant to Section 4.03(c)(ii) and (4) the date after a Market Value Cure
Failure occurs on which all Portfolio Investments have been sold and the proceeds therefrom have been received by the Company.


 






    - 13 -


     


    

 


"Maximum Rate" has the
meaning specified in Section 10.12.


 


"Minimum Facility Amount"
means the lower of (a) the then-current Financing Commitment and (b) the amount set forth in the table below.


 


	Period Start Date (from and

 including)	Period End Date (to but 

excluding)	Minimum Facility Amount

 (U.S.$)
	Effective Date	August 29, 2019	416,613,312.50
	August 29, 2019	First Amendment Date	466,606,910.00
	First Amendment Date	July 29, 2020 	300,000,000
	July 29, 2020	Last day of the Reinvestment Period 	350,000,000


 


"Nationally Recognized Valuation
Provider" means Houlihan Lokey, Inc., Lincoln International LLC, Murray Devine, Valuation Research Corporation, FTI Consulting
and any other entity providing professional asset valuation services that is mutually agreed by the Administrative Agent and the
Company.


 


"Net Asset Value" means,
on any date of determination, the sum of the Market Value (expressed as a percentage of par) of each Portfolio Investment (both
owned and in respect of which there are outstanding Purchase Commitments which have traded but not settled) in the Portfolio other
than the unfunded commitment amount of the Delayed Funding Term Loan or a Revolving Loan multiplied by the funded principal
amount of such Portfolio Investment; provided that (x) any Ineligible Investment or (y) any Portfolio Investment
which has traded but not settled within fifteen (15) Business Days from the related Trade Date shall be excluded from the
calculation of the Net Asset Value and assigned a value of zero for such purposes; provided, further, that the Excess
Concentration Amount shall be subtracted from the Net Asset Value; provided, further that, if the trade date for
the sale of a Portfolio Investment by the Company has occurred , the related settlement date has not occurred and the Administrative
Agent has received satisfactory evidence that such trade has been entered into (which evidence shall include the sale price), the
Market Value of such Portfolio Investment shall be deemed to be such sale price.


 


"Non-Call Period End Date"
means the earlier of (i) the date on which a Non-Call Termination Event occurs and (ii) July 29, 2021.


 


"Non-Call Termination Event"
means (i)  more than two out of any ten consecutive Initial Approval Requests are not approved by JPMCB (within the time specified
in Section 1.02(c)), provided that if the Administrative Agent initially does not approve but then subsequently approves
any such Initial Approval Request, it shall be deemed an approval of such Initial Approval Request to the extent that the applicable
Portfolio Investment is subsequently Originated or Purchased by the Company, (ii) if the Administrative Agent approves an
Initial Approval Request with respect to a potential Portfolio Investment and does not approve (within the time specified in Section
1.02(c)) the subsequent Final Approval Request with respect to such Portfolio Investment, other than as a result of a material
adverse change in the credit profile of the borrower under such Portfolio Investment since the approval of the Initial Approval
Request thereto, (iii) unless a material adverse change has occurred in the credit profile of the borrower under such Portfolio
Investment since the original funding thereof under this Agreement, the Administrative Agent does not approve a proposed Portfolio
Investment pursuant to Section 1.02(c), (iv) JPMCB and its Affiliates, collectively, cease to hold more than  50%
of the Advances and the outstanding Financing Commitments or (v) JPMCB or one of its Affiliates ceases to be the Administrative
Agent.


 






    - 14 -


     


    

 


"Omnibus Financing Terms Agreement"
means the Omnibus Financing Terms Agreement, dated as of April 30, 2019, among the Company, ABC Complete Financing Solution LLC,
Antares Complete Financing Solution LLC, Bain Capital Specialty Finance, Inc., Bain Complete Financing Solution Holdco LLC, the
Administrative Agent, Wells Fargo Bank, N.A. and the Financing Providers party thereto.


 


"Origination" has the meaning
specified in Section 1.01.


 


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


 


"Other Taxes" means all
present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, 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 Other Connection Taxes imposed
with respect to an assignment, grant of a participation, designation of a new office for receiving payments by or on account of
a Recipient (other than an assignment pursuant to Section 3.04(b)).


 


"Parent" means Bain Capital
Specialty Finance, Inc., a Delaware corporation.


 


"Parent Entities" means
the Parent and HoldCo.


 


"Participant" has the meaning
specified in Section 10.07(c).


 


"Participant Register"
has the meaning specified in Section 10.07(d).


 


"Payment Date" means, with
respect to any Calculation Period, the date that is fifteen (15) calendar days after the Calculation Date with respect thereto
(i.e., each January 20, April 20, July 20 and October 20); provided that whenever any payment
to be made hereunder shall be stated to be due on a day that is not an Agent Business Day, such payment shall be made on the next
succeeding Agent Business Day.


 


"Payment Date Report" has
the meaning specified in Section 4.03(i).


 


"Permitted CAD Account"
means any account (including any subaccount thereof established for the benefit of the Company) established by the Intermediary
in its own name at its designated custodian in Canada to hold cash or investments of the nature of the Portfolio Investments denominated
in CAD for its clients, with respect to which the Intermediary (and not its clients) has the right to direct the Intermediary's
designated custodian for all purposes.


 


"Permitted Distribution"
means distributions of Interest Proceeds, Principal Proceeds or proceeds of Advances in connection with any Restricted Payment,
in each case pursuant to (a) the Priority of Payments or (b) Section 4.02(c); provided that no such Restricted
Payment shall constitute a Permitted Distribution unless, immediately prior thereto and after giving effect thereto (i) the Compliance
Condition is satisfied, (ii) no Event of Default or, in the case of distributions of the proceeds of an Advance, Default,
shall have occurred and be continuing, (iii) no Market Value Cure Failure shall have occurred and (iv) if such Permitted Distribution
occurs on a date that is not a Payment Date, the Company believes in good faith that there will be sufficient funds to make the
payments contemplated by Sections 4.03(g)(A) and 4.03(g)(B) as of the next Payment Date.


 






    - 15 -


     


    

 


"Permitted EUR Account"
means any account (including any subaccount thereof established for the benefit of the Company) established by the Intermediary
in its own name at its designated custodian in Frankfurt, Germany to hold cash or investments of the nature of the Portfolio Investments
denominated in EUR for its clients, with respect to which the Intermediary (and not its clients) has the right to direct the Intermediary's
designated custodian for all purposes.


 


"Permitted GBP Account"
means any account (including any subaccount thereof established for the benefit of the Company) established by the Intermediary
in its own name at its designated custodian in London, England to hold cash or investments of the nature of the Portfolio Investments
denominated in GBP for its clients, with respect to which the Intermediary (and not its clients) has the right to direct the Intermediary's
designated custodian for all purposes.


 


"Permitted Intraperiod Payment"
means any application of funds pursuant to Section 4.03(j).


 


"Permitted Lien" means
(i) any Lien created by this Agreement or the other Loan Documents, (ii) any Lien for Taxes not yet due and payable,
or the amount or validity of which is being contested by appropriate proceedings and for which appropriate reserves are maintained
in accordance with GAAP, (iii) Liens arising solely by virtue of any statutory or common law provision relating to banker's
liens, rights of set-off or similar rights and remedies, (iv) any Lien on the Excluded Permitted Distribution Account and
all investments, obligations and other property from time to time credited thereto, (v) any Lien under any of the Underlying
Instruments related to a Portfolio Investment (including pursuant to any intercreditor agreement, "agreement among lenders"
or similar agreements or any purchase option contained therein) and (vi) any buyout right of Antares or its Affiliates to purchase
a Portfolio Investment or other asset from the Company in accordance with Annex A of the Relationship Agreement.


 


"Permitted Non-USD Currency"
means CAD, EUR and GBP.


 


"Permitted Non-USD Currency Account"
means each Permitted CAD Account, Permitted EUR Account and Permitted GBP Account.


 


"Permitted Non-USD Currency Equivalent"
means, with respect to any amount in USD, the amount of any Permitted Non-USD Currency that could be purchased with such amount
of USD using the reciprocal foreign exchange rate(s) obtained as described in the definition of the term Spot Rate.


 


"Permitted Working Capital Creditor"
means any of the foregoing Persons: (i) Antares Midco Inc., any Affiliate thereof and any fund or other collective investment vehicle
managed by Antares Midco Inc. or any such Affiliate on a discretionary basis, (ii) Parent, any Affiliate thereof and any fund or
other collective investment vehicle managed by Parent or any such Affiliate on a discretionary basis, (iii) any fund, account or
other investment vehicle managed by Bain Capital Credit, LP or any Affiliate thereof on a discretionary basis and (iv) any fund
or other collective investment vehicle a majority of whose shares, limited partnership interests or other equity securities are
beneficially owned, directly or indirectly, by Harvard Management Private Equity Corporation or any of its Affiliates.


 


"Permitted Working Capital
Facility" means, with respect to any obligor of a Portfolio Investment, (x) in the case of an obligor in respect of
an Initial Loan, any working capital facility that is outstanding on the date of this Agreement and (y) with respect to any
other obligor, a working capital facility (or other facility consented to by the Administrative Agent in writing (including
via e-mail) in its sole discretion), whether or not part of the same facility as the Portfolio Investment and whether a term
loan, a delayed draw term loan or a revolving loan, the aggregate principal commitment amount (whether funded or unfunded) of
which does not exceed, as of the date of the initial closing of such Portfolio Investment, 25% of the aggregate principal
amount (including, in the case of any Delayed Funding Term Loan or Revolving Loan, any unfunded commitment and including, in
all cases, any portion of the aggregate principal amount of such aggregate principal amount held by persons other than the
Company) of such Portfolio Investment; provided that no such facility that is a term loan, a delayed funding term loan
or a revolving loan shall constitute a Permitted Working Capital Facility on any date on which any lender thereunder or any
holder or owner (as the case may be) of any interest therein thereof is not a Permitted Working Capital Creditor.


 






    - 16 -


     


    

 


"Person" means any natural
person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity,
whether acting in an individual, fiduciary or other capacity.


 


"Plan" means any "employee
benefit plan" (as such term is defined in Section 3(3) of ERISA) that is subject to Section 412 of the Code or Title IV
of ERISA.


 


"Plan Asset Rules" means
the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV,
Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42)
of ERISA, and the rules and regulations thereunder.


 


"Portfolio" has the meaning
specified in Section 1.01.


 


"Portfolio Investment Repayment
Event" means, on any date of determination, the receipt by the Company since the most recent Calculation Date of Principal
Proceeds reflecting principal repayments or sales with respect to Portfolio Investments, which principal repayments or sales proceeds
shall be in an aggregate amount greater than or equal to $8,400,000.


 


"Portfolio Investments"
has the meaning specified in the preamble.


 


"Predecessor LSA" means
the "Current LSA" as defined in the Omnibus Financing Terms Agreement.


 


"Preferred Distributions"
means an amount equal to 0.6425% per annum on the daily average outstanding principal balance of the Portfolio Investments during
the applicable Calculation Period.


 


"Prime Rate" means the
rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office
in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced
as being effective.


 


"Principal Collection Account"
has the meaning specified in Section 8.01(a).


 


"Principal MV Cure Account"
has the meaning specified in Section 8.01(a).


 


"Principal Priority of Payments"
has the meaning specified in Section 4.03(h).


 


"Principal Proceeds" means
all amounts received by the Company with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise
on deposit in the Collateral Accounts or Permitted Non-USD Currency Accounts, in each case, representing principal proceeds, including
cash contributed by the Company, but excluding (i) Interest Proceeds and amounts on deposit in the Interest MV Cure Account
and (ii) any amounts received as syndication, upfront or similar fees in connection with any Portfolio Investment.


 






    - 17 -


     


    

 


"Priority of Payments"
has the meaning specified in Section 4.03(i).


 


"Proceedings" has the meaning
specified in Section 10.09(b).


 


"Proceeds Collection Account"
has the meaning specified in Section 8.01(a).


 


"Purchase" has the meaning
specified in Section 1.01.


 


"Purchase Commitment" has
the meaning specified in Section 1.02(a).


 


"Ratable Distribution"
means, for any relevant application of Principal Proceeds (1) 90% of such Principal Proceeds to the payment of principal on
the Advances and (2) 10% of such Principal Proceeds to the payment of Permitted Distributions.


 


"Reapproval Event" means,
with respect to any Delayed Funding Term Loan or Revolving Loan, any material amendment or modification to the Underlying Instruments
therefor; provided that any amendment to the funding mechanics, the conditions to funding or (without duplication) the financial
covenants levels governing funding ability set forth in such Underlying Instruments or any Material Modification shall be deemed
to be material for purposes of this definition.


 


"Recipient" means any Agent
and any Lender, as applicable.


 


"Redemption and Assignment"
has the meaning set forth in the Omnibus Financing Terms Agreement.


 


"Reference Rate" means
(i) with respect to Advances denominated in USD and related calculations, the applicable LIBO Rate, (ii) with respect to Advances
denominated in CAD and related calculations, the CDOR Rate, (iii) with respect to Advances denominated in GBP and related calculations,
the applicable LIBO Rate and (iv) with respect to Advances denominated in EUR and related calculations, EURIBOR. The Reference
Rate shall be determined by the Administrative Agent (and notified to the Collateral Administrator), and such determination shall
be conclusive absent manifest error.


 


"Register" has the meaning
specified in Section 3.01(c).


 


"Reinvestment Period" means
the period beginning on, and including, the Effective Date and ending on, but excluding, the earliest of (i) January 29, 2023,
(ii) the date on which a Market Value Cure Failure occurs and (iii) the Maturity Date; provided that the Reinvestment
Period shall be suspended during any Suspension Period. For the avoidance of doubt, during any Suspension Period, (i) the Company
may not initiate the acquisition of any Portfolio Investments, (ii) the Reinvestment Period will be deemed to have ended for purposes
of the Priority of Payments and (iii) the Reinvestment Period will be deemed not to have ended for purposes of Section 2.03(e).


 


"Related Parties" has the
meaning specified in Section 9.01.


 


"Relationship Agreement"
means the Second Amended and Restated Relationship Agreement, dated as of the First Amendment Date, among Bain Capital Credit,
LP, BCSF Advisors, LP, Antares Capital LP and Antares Holdings LP.


 






    - 18 -


     


    

 


"Replacement Relationship Agreement"
means a relationship agreement entered into among, inter alia, the parties to the Relationship Agreement or their respective
Affiliates, in a form consented to by the Administrative Agent, such consent not to be unreasonably withheld.


 


"Replacement Sourcing Agreement"
means a loan sourcing agreement entered into between, inter alia, the parties to the Sourcing Agreement or their respective
Affiliates, in a form consented to by the Administrative Agent, such consent not to be unreasonably withheld.


 


"Replacement Voting Agreement"
means a relationship agreement entered into among, inter alia, the parties to the Voting Agreement or their respective Affiliates,
in a form consented to by the Administrative Agent, such consent not to be unreasonably withheld.


 


"Required Financing Providers"
means, at any time, collectively JPMCB (so long as it is a Lender) and such other Lenders as are necessary to aggregate Financing
Commitments representing greater than 50% of the sum of the total Financing Commitments at such time.


 


"Responsible Officer" means
(i) with respect to the Collateral Agent, any officer of the Collateral Agent to whom any corporate trust matter is referred and
(ii) with respect to the Administrative Agent, any officer of the Administrative Agent to whom any matter relating hereto is referred,
in each case, because of such person's knowledge of and familiarity with the particular subject and having direct responsibility
for the administration of this Agreement.


 


"Restricted Payment" means
(i) any dividend or other distribution, direct or indirect, on account of any shares or other equity interests in the Company
now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any shares or other equity interests in the Company now or hereafter outstanding; and (iii) any
payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares or other
equity interests in the Company now or hereafter outstanding.


 


"Restricted Security" means
any security that forms part of a new issue of publicly issued securities (a) with respect to which an affiliate of any Financing
Provider that is a "broker" or a "dealer", within the meaning of the Securities Exchange Act of 1934,
participated in the distribution as a member of a selling syndicate or group within thirty (30) days of the proposed purchase
by the Company and (b) that the Company proposes to purchase from any such affiliate of any Financing Provider.


 


"Revolving Loan" means any
Portfolio Investment identified on Schedule 10 hereto (including funded and unfunded portions of revolving credit lines) that under
the underlying instruments relating thereto may require one or more future advances to be made to the obligor by a creditor, but
any such Portfolio Investment will be a Revolving Loan only until all commitments by the holders thereof to make advances to the
obligor thereon expire or are terminated or are irrevocably reduced to zero.


 


"Rights Offering" has the
meaning specified in Schedule 9


 


"Sanctioned Country" means,
at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba,
Iran, North Korea, Sudan and Syria).


 


"Sanctioned Person" means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security
Council, the European Union or any EU member state, (b) any Person organized or resident in a Sanctioned Country, (c) any
Person operating in a Sanctioned Country in violation of Sanctions or (d) any Person owned or controlled by any such Person
or Persons.


 






    - 19 -


     


    

 


"Sanctions" means economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union or Her Majesty's Treasury of the United Kingdom.


 


"Second Amendment Date" means
March 20, 2020.


 


"Second Amendment Loans"
has the meaning specified in the preamble.


 


"Secured Obligations" has
the meaning specified in Section 8.02(a).


 


"Secured Parties" has the
meaning specified in Section 8.02(a).


 


"Securities Intermediary"
has the meaning specified in the preamble.


 


"Settlement Date" has the
meaning specified in Section 1.03.


 


"Solvent" means, with respect
to any entity, that as of the date of determination, both (i) (a) the sum of such entity's debt (including contingent liabilities)
does not exceed the present fair saleable value of such entity's present assets; (b) such entity's capital is not unreasonably
small in relation to its business as contemplated on the date of this Agreement; and (c) such entity 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 (ii) such entity is "solvent" within the meaning
given that term and similar terms under laws applicable to it 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.


 


"Sourcing Agreement" means
the Second Amended and Restated Loan Sourcing and Fee Agreement, dated as of the First Amendment Date, among Antares Capital LP,
Antares Holdings LP, BCSF Advisors, LP, Bain Capital Specialty Finance, Inc., Bain Capital Credit, LP, BCC Cambridge New Financing
Solution (Revolvers) LP, BCC Cambridge New Financing Solution (TL) LP, the Company and each other investment entity signatory thereto.


 


"Spot Rate" means,
with respect to each Eligible Currency, the rate of exchange for the purchase of the applicable Permitted Non-USD Currency as
indicated on the BFIX page of Bloomberg Professional Service (or any successor thereto) for the applicable Permitted Non-USD
Currency to USD (which, in the case of the rate of exchange for purchases of the applicable Permitted Non-USD Currency shall
be the inverse of the rate of exchange for purchases of USD) as determined at or about 10:00 a.m. New York City time on
the date of determination. In the event that any such rate does not appear on such page, the Spot Rate shall be determined by
reference to such other publicly available service for displaying exchange rates selected by the Administrative Agent for
such purpose, or, at the discretion of the Administrative Agent, such Spot Rate shall instead be the arithmetic average of
the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in
respect of such currency are then being conducted, at or about 10:00 a.m., local time in such market, two
(2) Business Days prior to such date for the purchase of U.S. Dollars for delivery two (2) Business Days
later; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent may use any other reasonable method it deems appropriate to determine such rate, and such determination
shall be presumed correct absent manifest error.


 






    - 20 -


     


    

 



 


"Subsidiary" of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person.


 


"Suspension Period" means
the period commencing on the date (if any) on which any of the Sourcing Agreement, the Voting Agreement or the Relationship Agreement
ceases to be in effect and ending on the date (if any) on which a Replacement Sourcing Agreement, a Replacement Voting Agreement
and/or Replacement Relationship Agreement, as applicable, is entered into.


 


"TARGET2" means the Trans
European Automated Real-time Gross Settlement Express Transfer system (or, if such system ceases to be operative, such other system
(if any) determined by the Administrative Agent to be a suitable replacement).


 


"Tax Cap" means, at any
time, an amount equal to the excess, if any, of (a) the Effective Tax Rate multiplied by the sum of (i) the cumulative
taxable income (or loss) of the Company for all Tax Years ending after the Effective Date and before the most recent Calculation
Date (but excluding any income (or loss) occurring prior to the Effective Date) plus (ii) the Estimated Taxable Income,
over (b) the sum of all payments and distributions by the Company after the Effective Date on account of Section 4.03(g)(A)(2);
provided that the Tax Cap may be increased to the extent necessary to provide for reasonable estimates of any corporate
alternative minimum tax attributable to the inability to utilize losses from prior years.


 


"Tax Year" means the Company's
taxable year, as determined under Section 441 of the Code.


 


"Taxes" means 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.


 


"Trade Date" has the meaning
specified in Section 1.03.


 


"Transaction Schedule"
has the meaning specified in the preamble.


 


"True-up Distribution"
means, with respect to any Advance in connection with the Origination or Purchase of a Portfolio Investment, a distribution of
proceeds of such Advance by the Company to its equity holders to the extent that such proceeds exceed the amount required to Originate
or Purchase such Portfolio Investment so long as after giving effect to such distribution the Compliance Condition is satisfied.


 


"UCC" means the Uniform Commercial
Code in effect in the State of New York from time to time.


 


"Underlying Instruments"
means the loan agreement, credit agreement or other agreement pursuant to which a Portfolio Investment has been issued or created
and each other agreement that governs the terms of or secures the obligations represented by such Portfolio Investment or of which
the holders of such Portfolio Investment are the beneficiaries.


 






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"Unfunded Exposure Account"
has the meaning specified in Section 8.01(a).


 


"Unfunded Exposure Amount"
means, on any date of determination, with respect to any Delayed Funding Term Loan or Revolving Loan, an amount equal to the aggregate
amount of all unfunded commitments associated with such Delayed Funding Term Loan or Revolving Loan, as applicable; provided
that, on the last day of the Reinvestment Period, the Unfunded Exposure Amount of any Revolving Loan shall be an amount equal to
the aggregate amount of all potential future funding commitments with respect thereto.


 


"Unfunded Exposure Shortfall"
means, (A) on any date of determination from and including the Second Amendment Date to and including the date the Company makes
payment in accordance with Section 4.03(d)(ii), an amount equal to the greater of (x) 0 and (y) the sum of (I) the aggregate of
the Unfunded Exposure Amounts for all Delayed Funding Term Loans and Revolving Loans up to an aggregate Unfunded Exposure Amount
of $27,242,055 multiplied by 0.39 plus (II) the aggregate of the Unfunded Exposure Amounts for all Delayed Funding
Term Loans and Revolving Loans in excess of $27,242,055 minus (III) the amounts on deposit in the Unfunded Exposure Account
(or the applicable Permitted Non-USD Currency Account in respect of any such Unfunded Exposure Amount relating to a Portfolio Investment
denominated in a Permitted Non-USD Currency) other than amounts deposited in respect of Delayed Funding Term Loans or Revolving
Loans that are Ineligible Investments and (B) on any date of determination thereafter, an amount equal to the greater of (x) 0
and (y) the aggregate of the Unfunded Exposure Amounts for all Delayed Funding Term Loans and Revolving Loans minus the
sum of (i) the amounts on deposit in the Unfunded Exposure Account (or the applicable Permitted Non-USD Currency Account in respect
of any such Unfunded Exposure Amount relating to a Portfolio Investment denominated in a Permitted Non-USD Currency) other than
amounts deposited in respect of Delayed Funding Term Loans or Revolving Loans that are Ineligible Investments and (ii) 5% of the
Collateral Principal Balance.


 


"U.S. Dollars" or
 "USD" means the lawful currency of the United States of America.


 


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


 


"U.S. Tax Compliance Certificate"
has the meaning specified in Section 3.03(f)(ii)(B)(3).


 


"Voting Agreement" means
the Second Amended and Restated Voting Agreement, dated as of the First Amendment Date, by and between BCSF Advisors, LP and Antares
Credit Opportunities Manager LLC.


 


"Withholding Agent" means
the Company, the Administrative Agent and the Collateral Agent.


 


Article
I

THE PORTFOLIO INVESTMENTS


 


Section
1.01        Originations
and Purchases of Portfolio Investments. From time to time during the Reinvestment Period, the Company may originate or acquire
Portfolio Investments or request that Portfolio Investments be acquired for the Company's account, all on and subject to the terms
and conditions set forth herein. On or about the Second Amendment Date, the Company may acquire the Second Amendment Loans from
the Depositor or from BCSF I, LLC subject to the terms and conditions set forth herein. Each such origination is referred to herein
as an "Origination" and each such acquisition (including, without limitation, (x) the acquisition of the Initial
Loans from the Depositor pursuant to the Master Assignment Agreement and the Master Contribution Agreement, (y) the acquisition
of the Second Amendment Loans from the Depositor pursuant to the Master Loan Sale Agreement or otherwise from the Depositor or
BCSF I, LLC and (z) the first funding of an unfunded commitment in respect of a Delayed Funding Term Loan (if any) or a Revolving
Loan (if any) following a Reapproval Event in respect thereof) is referred to herein as a "Purchase", and all
Portfolio Investments so Originated or Purchased and not otherwise sold or liquidated are referred to herein as the Company's
 "Portfolio".


 






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Section
1.02        Procedures
for Originations, Purchases and Related Financings.


 


(a)          
Timing of Approval Requests.


 


(i)                
The Company may, at any time, deliver to the Administrative Agent a request for preliminary approval of a Portfolio Investment
(an "Initial Approval Request").


 


(ii)              
Prior to the date on which the Company proposes (A) to issue a commitment to make any Portfolio Investment for which
the Administrative Agent has previously approved an Initial Approval Request or (B) that a commitment to acquire any Portfolio
Investment be made by it or for its account (a "Purchase Commitment"), the Company shall deliver to the Administrative
Agent a request (a "Final Approval Request" and, together with an Initial Approval Request, an "Approval
Request") for such Origination or Purchase.


 


(b)          
Contents of Approval Requests. Each Approval Request shall consist of one or more electronic submissions to the Administrative
Agent (in such format and transmitted in such a manner as the Administrative Agent may specify to the Company from time to time)
and (i) in the case of any Initial Approval Request, shall include the information regarding such Portfolio Investment identified
in Schedule 2 or (ii) in the case of any Final Approval Request, shall include the information regarding such Portfolio
Investment identified on Schedule 3, which schedule shall state the principal amount or, in the case of any Purchase, the
net purchase price for such Portfolio Investment and the date on which such Purchase is proposed to settle, and shall be accompanied
by such other information as the Administrative Agent may reasonably request to the extent such information is available to the
Company.


 


(c)          
Right of the Administrative Agent to Approve Approval Requests. The Administrative Agent shall have the right, on
behalf of all Financing Providers, in its sole and absolute discretion, to approve or not approve any Approval Request and to
request additional information regarding any proposed Portfolio Investment, which the Company shall provide to the extent such
information is available to the Company. The Administrative Agent shall use commercially reasonable best efforts to notify the
Company (including via e-mail or other electronic messaging system) whether any such Approval Request is approved (and, if approved,
in the case of a Final Approval Request, an initial determination of the Market Value for the related Portfolio Investment) no
later than the same time on the second (2nd) Agent Business Day succeeding the date on which it receives such Approval
Request and any information reasonably requested in connection therewith as provided above; provided that if the Administrative
Agent has not so notified the Company by the fourth (4th) Agent Business Day succeeding the date of receipt of such
Approval Request, such response shall be deemed not to be an approval by the Administrative Agent. With respect to any approved
Approval Request, the Administrative Agent shall promptly forward such request to the Lenders, together with a preliminary indication
of the amount and type of Financing that each Lender is being asked to provide in connection therewith. Notwithstanding anything
to the contrary herein, to the extent that the Administrative Agent has approved an Approval Request with respect to a Portfolio
Investment and such Portfolio Investment has not yet been Originated or Purchased, as applicable, such Approval Request shall
be deemed to apply to a materially similar Portfolio Investment (x) relating to assets that are the same in all material respects
and (y) for which the sponsor is a different financial sponsor, provided that the deemed date of approval for such materially
similar Portfolio Investment shall remain the date of approval of the original Approval Request. The failure of the Administrative
Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring such Portfolio Investment
(subject to the other conditions set forth in Section 1.03); provided that any Portfolio Investment not so approved prior
to its Trade Date shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment
is so approved.


 






    - 23 -


     


    

 


(d)          
Notwithstanding anything in this Section 1.02 to the contrary, the Company shall not be required to submit an Approval Request
with respect to (i) the Initial Loans and the Initial Loans will be deemed to be approved in accordance with clause (c) above on
the Effective Date and (ii) the Second Amendment Loans and the Second Amendment Loans will be deemed to be approved in accordance
with clause (c) above on the Second Amendment Date.


 


Section
1.03        Conditions
to Originations and Purchases. No Purchase Commitment shall be issued and no Origination or Purchase shall be consummated unless
each of the following conditions is satisfied (or waived as provided below) as of the date (such Portfolio Investment's "Trade
Date") on which such Purchase Commitment is issued or Origination is funded by the Company (it being agreed that the Trade
Date for a Delayed Funding Term Loan or Revolving Loan Originated by the Company is the date on which the underlying credit facility
first closes, and the Trade Date for a Delayed Funding Term Loan or Revolving Loan Purchased by the Company is the date on which
the Company enters into a trade ticket to acquire such Delayed Funding Term Loan or Revolving Loan, as applicable; provided
that, if a Reapproval Event occurs with respect to such Delayed Funding Term Loan or Revolving Loan the next succeeding date
on which a borrowing request is made in relation to such Delayed Funding Term Loan or Revolving Loan, as applicable, shall be deemed
to be the Trade Date therefor) (and such Portfolio Investment shall not be Originated or Purchased, and the related Financing shall
not be required to be made available to the Company by the applicable Financing Providers pursuant to the terms of this Agreement,
unless each of the following conditions is satisfied or waived as of such Trade Date):


 


(a)          
(1) in the case of a Purchase Commitment, the Administrative Agent has approved the Final Approval Request for such Purchase
Commitment as provided above, and such Trade Date is not later than the earlier of (i) ten (10) Agent Business Days after
the date on which such consent is given and (ii) the end of the Reinvestment Period; provided that, in the case of
this clause (ii), the Settlement Date for such Portfolio Investment shall be no later than fifteen (15) Agent Business Days
after such Trade Date or (2) in the case of an Origination, the Administrative Agent has approved the Final Approval Request
for such Origination as provided above and such Trade Date is not later than the earlier of (i) 130 days after the date on
which such approval is given and (ii) the end of the Reinvestment Period; provided that (i) the Initial Loans shall
be deemed to be approved under this clause (a) on the Effective Date and (ii) the Second Amendment Loans shall be deemed to be
approved under this clause (a) on the Second Amendment Date; provided further that, for the avoidance of doubt, this clause
(a) shall be deemed satisfied for any Delayed Funding Term Loan or Revolving Loan if the initial Trade Date and/or Settlement Date,
as applicable, for such Delayed Funding Term Loan or Revolving Loan, as applicable, (disregarding the funding of any unfunded portion
thereof) occurs within the relevant timeframes set forth above.


 


(b)          
(1) in the case of a Purchase Commitment, the related Final Approval Request accurately describes such Portfolio Investment
and (2) in the case of an Origination, the related Final Approval Request accurately describes, in all material respects,
such Portfolio Investment, provided that the Company shall promptly provide written notice to the Administrative Agent
identifying any changes to the information contained in the body of the Final Approval Request and any material changes to the
other information regarding the terms of the Portfolio Investment delivered in connection with the Final Approval Request that
occur between the date of receipt of such Final Approval Request by the Administrative Agent and the Settlement Date, and, in
each case, such Portfolio Investment satisfies the Eligibility Criteria;


 






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(c)          
(1) no Market Value Cure Failure has occurred, (2) no Event of Default or event that, with notice or lapse of time
or both, would constitute an Event of Default (a "Default"), has occurred and is continuing or would result therefrom
and (3) the Reinvestment Period has not otherwise ended; and


 


(d)          
after giving effect to the Origination or Purchase of such Portfolio Investment and the related provision of Financing (if
any) hereunder:


 


(x)       in
the case of an Origination or Purchase occurring in connection with an Advance or using Principal Proceeds, the Compliance Condition
is satisfied; and


 


(y)      the
aggregate amount of Financings then outstanding will not exceed, for each type of Financing available hereunder, the limit for
such type of Financing set forth in the Transaction Schedule.


 


The Administrative Agent, on behalf of the
Financing Providers, may waive any conditions to an Origination or Purchase specified above in this Section 1.03 by written
notice thereof to the Company, the Collateral Administrator and the Collateral Agent.


 


If the above conditions to a Purchase are
satisfied or waived, the Company shall determine with notice to the Administrative Agent and the Collateral Administrator, the
date on which such Purchase shall settle (the "Settlement Date" for such Portfolio Investment) and on which any
related Financing shall be provided. In the case of an Origination of a Portfolio Investment, the Settlement Date for such Portfolio
Investment shall be the same day as the Trade Date for such Portfolio Investment. With respect to a Purchase, promptly following
the Settlement Date for a Portfolio Investment and its receipt thereof (and at other times thereafter promptly following the written
request of the Administrative Agent (including via email)), the Collateral Agent shall provide to the Administrative Agent a copy
of the executed assignment agreement pursuant to which such Portfolio Investment was assigned, sold or otherwise transferred to
the Company.


 


Section
1.04        Sales
of Portfolio Investments.


 


(a)          
The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior
consent of the Administrative Agent (acting at the direction of the Required Financing Providers), except that, subject to Section 6.03(r),
the Company may (i) make Permitted Distributions permitted by Article VI, (ii) make transfers of assets on deposit
in the Excluded Permitted Distribution Account, (iii) subject to clause (A)(x) and (y) below, sell any Portfolio Investment in
connection with the exercise by Antares of its buyout rights in accordance with Annex A of the Relationship Agreement and (iv)
sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration
Amount or other asset (A) so long as such sale is on an arm's length basis at no less than fair market value and, after giving
effect thereto, either (x) no Market Value Cure Failure shall have occurred and no Default or Event of Default shall have occurred
and be continuing (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default
or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than
the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default
or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted
to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence
of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement or (B) pursuant
to an exercise of a purchase option contained in any of the underlying agreements with respect to a Portfolio Investment at or
above the outstanding principal amount thereof, provided that in the case of any sale pursuant to this clause (iv), the
Company shall provide to the Administrative Agent prompt written notice of such sale.


 






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(b)          
Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence of a Market Value Cure Failure
or following the occurrence and during the continuance of an Event of Default, the Company may not sell, transfer or otherwise
dispose of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the
Collateral Accounts) without the consent of the Administrative Agent, provided that, notwithstanding the occurrence of any
Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement,
the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed
prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this
Agreement and (ii) following the occurrence of a Market Value Cure Failure, (A) the Company shall use commercially reasonable
efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments)
at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be
sold and purchaser) required by the Administrative Agent (provided that each such sale shall be made at the direction of
the Required Financing Providers) at then-current fair market values and in accordance with the Administrative Agent's standard
market practices and (B) the proceeds of any such sale shall be deposited into the Proceeds Collection Account or the applicable
Permitted Non-USD Currency Account; provided that in connection with any sale of Portfolio Investments required by the Administrative
Agent (or the Required Financing Providers) pursuant to (x) the preceding clause (ii) or (y) Section 8.02(c)
following the occurrence and during the continuance of an Event of Default, in connection with such sale, the Administrative Agent
shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent
Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Addresses promptly upon
distribution of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments
to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where
bids are received in respect of the sale of such Portfolio Investments, it being understood that if the Designated Independent
Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to purchase a Portfolio Investment
on a line-item basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide
bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion), then the Administrative Agent
shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent
Broker-Dealer or any other bidder for other Portfolio Investments in such pool) is greater than the bid on a pool basis. For purposes
of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by any Independent Broker-Dealer
if, in the Administrative Agent's good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to
accept assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, substantially in accordance
with the then-current market practice in the principal market for the relevant Portfolio Investments or (y) such Independent
Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain any consent required under
any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer
of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or (ii) such bid is not bona fide,
including, without limitation, due to (x) the insolvency of the Independent Broker-Dealer or (y) the inability, failure
or refusal of the Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof,
as applicable, or otherwise settle transactions in the relevant market or perform its obligations generally.


 






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(c)          
In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04
and the application of the net proceeds thereof, (a) the Company hereby appoints the Administrative Agent as the Company's
attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations
of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to
effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the
Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04
or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales) and (b) the
Company may not act without the consent of the Administrative Agent. None of the Administrative Agent, the Financing Providers,
the Collateral Administrator, the Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability
to the Company or any other Person in connection with any sale effected at the direction of the Administrative Agent in accordance
with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the
timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any Person in connection with
any such sale, so long as, in the case of the Administrative Agent and the Collateral Agent only, any such sale does not violate
applicable law.


 


(d)          
With respect to any disposition of a Portfolio Investment permitted by this Agreement, upon the settlement date of such
sale the security interest granted herein with respect to such Collateral shall automatically (and without further action by any
party) terminate and all rights to such Collateral shall revert to the Company. Upon any such termination, the Collateral Agent
will, at the Company's sole expense, deliver to the Company, or cause the Intermediary to deliver, without any representations,
warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing such Collateral held
by the Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably
request to evidence such termination.


 


Section
1.05        Currency
Equivalents Generally; Certain Calculations.


 


(a)       Except
as set forth in clause (c) and Section 4.04(b), (i) for purposes of all valuations and calculations under the Loan Documents, the
principal amount and Market Value of all Portfolio Investments and Eligible Investments denominated in a Permitted Non-USD Currency
and proceeds denominated in a Permitted Non-USD Currency on deposit in any Permitted Non-USD Currency Account and (ii) for purposes
of the calculation of the LTV Ratio, the aggregate outstanding principal amount of Advances denominated in a Permitted Non-USD
Currency, shall be converted to USD at the Spot Rate in accordance with the definition of such term in consultation with the Administrative
Agent on the applicable date of valuation or calculation, as applicable.


 


(b)       [Reserved].


 


(c)       Except
as provided in Section 4.04(b), for purposes of determining (i) whether the amount of any Advance, together with all other Advances
then outstanding or to be made at the same time as such Advances, would exceed the aggregate amount of the Financing Commitments,
(ii) the aggregate unutilized amount of the Financing Commitments and (iii) the outstanding aggregate principal amount of Advances
(other than for purposes of the calculation of the LTV Ratio), the outstanding principal amount of any Advances that are denominated
in a Permitted Non-USD Currency shall be deemed to be the Dollar Equivalent of the amount of the Permitted Non-USD Currency of
such Advances determined as of the date such Advances were made. Wherever in this Agreement in connection with an Advance, an
amount, such as a required minimum or multiple amount, is expressed in USD, but such Advance is denominated in a Permitted Non-USD
Currency, such amount shall be the applicable Permitted Non-USD Currency Equivalent of such USD amount (rounded to the nearest
1,000 units of the applicable Permitted Non-USD Currency).


 






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Article
II

THE FINANCINGS


 


Section
2.01        Financing
Commitments. Subject to the terms and conditions set forth herein, during the Reinvestment Period each Financing Provider hereby
severally agrees to make available to the Company the types of Financing identified on the Transaction Schedule as applicable to
such Financing Provider in an Eligible Currency, in an aggregate outstanding amount, for such Financing Provider and such type
of Financing, not exceeding the amount of its Financing Commitment for such type of Financing. The Financing Commitments shall
terminate on the Maturity Date (or, if earlier, at the end of the Reinvestment Period or the date of termination of the Financing
Commitments pursuant to Article VII). As used herein, "Financing Commitment" means, with respect to each
Financing Provider and each type of Financing available hereunder at any time, the commitment of such Financing Provider to provide
such type of Financing to the Company hereunder in an outstanding amount up to but not exceeding the portion of the applicable
financing limit set forth on the Transaction Schedule that is held by such Financing Provider at such time.


 


A Financing Provider with a Financing Commitment
to make Advances or the holder of an Advance hereunder is referred to as a "Lender".


 


Section
2.02        Initial
Advance. On the Effective Date, subject to Sections 2.04 and 2.05, an initial Advance comprised of an Advance in USD equal
to $567,437,648.17 and a GBP Advance in the amount of GBP 7,764,389.40 shall be made. As the Company has requested in the Omnibus
Financing Terms Agreement, proceeds of the initial Advance shall be applied by the Administrative Agent to pay down the Prepaid
Advances (as defined in the Omnibus Financing Terms Agreement) under the Predecessor LSA.


 


Section
2.03        Financings,
Use of Proceeds.


 


(a)          
Subject to the satisfaction or waiver of the conditions to the Origination or Purchase of a Portfolio Investment set forth
in Section 1.03 as of the related Trade Date and provided that the Reinvestment Period has not otherwise ended, the applicable
Financing Providers will make the applicable Financing available to the Company on the related Settlement Date (or otherwise on
the related specified borrowing date if no Portfolio Investment is being Originated or Purchased on such date). If the Company
requests an Advance for application to a Permitted Distribution, the funding of the applicable Advance shall be subject to the
satisfaction or waiver of the conditions set forth in the definition of such term and (without duplication) in Sections 1.03(c)
and (d) (in the case of clause (d), without regard to the reference to an Origination or Purchase therein), in each case, as of
the date of the request by the Company for such Advance.


 


(b)          
Except as expressly provided herein, the failure of any Financing Provider to make any Advance required hereunder shall
not relieve any other Financing Provider of its obligations hereunder. If any Financing Provider shall fail to provide any Financing
to the Company required hereunder, then the Administrative Agent shall (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such Financing Provider to satisfy such Financing Provider's
obligations hereunder until all such unsatisfied obligations are fully paid.


 






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(c)          
Pursuant to Section 2.02, the Administrative Agent shall use the proceeds of the initial Advance to prepay amounts owing
under the Current LSA as directed by the Company. Subject to Sections 2.03(e) and (f), the Company shall use the proceeds of any
other Financings received by it hereunder to Originate or Purchase the Portfolio Investments identified in the related Approval
Request and to make any applicable True-up Distribution or any applicable Permitted Distribution, provided that, if the
proceeds of a Financing or other proceeds are deposited in the Principal Collection Account or a Permitted Non-USD Currency Account
as provided in Section 3.01 on the expected Settlement Date for any Portfolio Investment but the Company is unable to Originate
or Purchase such Portfolio Investment on such expected Settlement Date, or if there are proceeds of such Financing or other proceeds
remaining after such Origination or Purchase and any applicable True-up Distribution, then, upon the written request of the Company
within ten (10) Business Days after such expected Settlement Date, the Administrative Agent will direct the Collateral Agent
to withdraw such proceeds from the Principal Collection Account or the applicable Permitted Non-USD Currency Account and, ratably
based on the proceeds funded by such Person, (i) with respect to proceeds of Advances, repay such Advances and (ii) with
respect to proceeds of equity contributions, refund such proceeds to the applicable equity holder. The proceeds of the Financings
shall not be used for any other purpose. Notwithstanding the foregoing, to the extent that the Administrative Agent has approved
an Approval Request with respect to a particular Portfolio Investment, such Portfolio Investment has been Originated or Purchased,
as applicable, and the Parent, Antares Holdings LP or an Affiliate of either of them has funded such Origination or Purchase on
behalf of the Company, the proceeds of the Advance with respect to such Portfolio Investment may be used to repay such Person to
the extent of such funding.


 


(d)          
With respect to any Advance, the Company shall submit a request substantially in the form of Exhibit A to the Lenders
and the Administrative Agent, with a copy to the Collateral Agent and the Collateral Administrator, not later than 2:00 p.m.
(or, with respect to the Initial Loans, 5:00 p.m.) New York City time, one (1) Business Day prior to the Business Day specified
as the date on which such Advance shall be made and, upon receipt of such request, the Lenders shall make such Advances in accordance
with the terms set forth in Section 3.01.


 






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(e)          
The Company may request an Advance during the Reinvestment Period to fund any draw of an unfunded commitment in respect
of a Delayed Funding Term Loan or a Revolving Loan, and the Lenders shall make a corresponding Advance no sooner than the immediately
succeeding Business Day, and no later than the date the Company requests that such Advance be funded, subject to and in accordance
with Article III. If, on any date of determination prior to the last day of the Reinvestment Period, there exists an Unfunded
Exposure Shortfall, the Company shall (x) (i) request an Advance not later than two (2) Business Days following the date on which
such Unfunded Exposure Shortfall commences and, if the conditions to such Advance are satisfied and such Advance is made in accordance
with this Agreement, deposit the proceeds thereof in the Unfunded Exposure Account (or, in the case of any Unfunded Exposure Amount
in respect of a Portfolio Investment denominated in a Permitted Non-USD Currency, into the applicable Permitted Non-USD Currency
Account) and/or (ii) not later than two (2) Business Days following the date on which such Unfunded Exposure Shortfall commences,
deposit cash from other sources into the Unfunded Exposure Account in an aggregate amount at least equal to the aggregate Unfunded
Exposure Shortfall or (y) not later than two (2) Business Days following the date on which such Unfunded Exposure Shortfall commences,
assign one or more Delayed Funding Term Loans or Revolving Loans to the Parent as a non-cash dividend (which assignment(s) shall
be settled not more than seven (7) Business Days following the date on which the Unfunded Exposure Shortfall commences and, upon
which transfer(s), the applicable Delayed Funding Term Loan(s) or Revolving Loan(s), as applicable, will be released from the
security interest under this Agreement without further action by any Person) such that, after giving effect to such transfer(s),
the Unfunded Exposure Shortfall ceases to exist. If the aggregate Unfunded Exposure Amount is greater than zero at the end of
the Reinvestment Period (provided that the Reinvestment Period ends pursuant to clause (i) of the definition of such term),
the Company shall request an Advance in the applicable Eligible Currency in an amount that, when combined with any capital contribution
by HoldCo to the Company on such date, equals the aggregate Unfunded Exposure Amount, the Lenders shall make a corresponding Advance
no sooner than the immediately succeeding Business Day, and no later than the date the Company requests that such Advance be funded,
in accordance with and subject to Article III, and the Company shall deposit the proceeds of such Advance in the Unfunded Exposure
Account (or, in the case of any Unfunded Exposure Amount in respect of a Portfolio Investment denominated in a Permitted Non-USD
Currency, into the applicable Permitted Non-USD Currency Account). Upon the occurrence of an Event of Default or a Market Value
Cure Failure, the Company shall deposit the aggregate Unfunded Exposure Amount on such date (less any amounts already on deposit
in the Unfunded Exposure Account) into the Unfunded Exposure Account (or, in the case of any Unfunded Exposure Amount in respect
of a Portfolio Investment denominated in a Permitted Non-USD Currency, into the applicable Permitted Non-USD Currency Account).
Promptly following the earlier of the date on which any Delayed Funding Term Loan or Revolving Loan becomes an Ineligible Investment
or the date on which a Final Approval Request in respect of a draw of an unfunded commitment under such Delayed Funding Term Loan
or Revolving Loan is not approved, the Company shall (x) deposit the portion of the Unfunded Exposure Amount relating to such
Delayed Funding Term Loan or Revolving Loan into the Unfunded Exposure Account (or, in the case of any Unfunded Exposure Amount
in respect of a Portfolio Investment denominated in a Permitted Non-USD Currency, into the applicable Permitted Non-USD Currency
Account) or (y) transfer such Delayed Funding Term Loan or Revolving Loan, as applicable, to HoldCo as a non-cash dividend (upon
which transfer, such Delayed Funding Term Loan or Revolving Loan will be released from the security interest under this Agreement
without further action by any Person). If, at any time, the amount on deposit on the Unfunded Exposure Account (together with
related amounts in respect of Unfunded Exposure Amounts relating to Portfolio Investments denominated in a Permitted Non-USD Currency
deposited into the applicable Permitted Non-USD Currency Account) is greater than the aggregate Unfunded Exposure Amount, the
Company may direct that any such excess be transferred to the Principal Collection Account for application as Principal Proceeds
(or, in the case of amounts deposited into the Unfunded Exposure Account by the Company and not from the proceeds of an Advance,
Interest Proceeds) in accordance with this Agreement. In addition and without limitation to the foregoing, if (i) the Company
is required to deposit amounts into the Unfunded Exposure Account as a result of the occurrence of an Event of Default or a Market
Value Cure Failure, (ii) such Event of Default or Market Value Cure Failure has been cured or waived and (iii) no subsequent Event
of Default has occurred and is continuing and no subsequent Market Value Cure Failure has occurred, the Company may direct that
any such amount be withdrawn and be applied as Principal Proceeds or Interest Proceeds. Amounts in the Unfunded Exposure Account
may be applied (A) for the purposes set forth in this paragraph above and (B) so long as no Market Value Cure Failure has occurred
and no Event of Default has occurred and is continuing, to fund unfunded commitments in respect of Delayed Funding Term Loans
or Revolving Loans and, upon acceleration of the Secured Obligations following an Event of Default, shall be transferred to the
Principal Collection Account.


 


(f)           
Without limitation to any other provision of this Agreement, the Company shall not acquire any unfunded commitment under
any Delayed Funding Term Loan or Revolving Loan unless, on a pro forma basis after giving effect to such purchase, the Compliance
Condition and item 6 of the Concentration Limitations will each be satisfied.


 


(g)          
Amounts deposited into a Permitted Non-USD Currency Account in respect of Unfunded Exposure Amounts relating to Portfolio
Investments denominated in a Permitted Non-USD Currency shall be retained in such Permitted Non-USD Currency Account until the
date on which such amounts may be released in the same manner as amounts in respect of Unfunded Exposure Amounts denominated in
USD may be released from the Unfunded Exposure Account.


 


Section
2.04       Initial
Closing Conditions. Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances shall
not become effective until the date (the "Effective Date") on which each of the following conditions is satisfied
(or waived by the Administrative Agent in its sole discretion):


 






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(a)               
Executed Counterparts. The Administrative Agent (or its counsel) shall have received from each party hereto either
(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement.


 


(b)               
Loan Documents. The Administrative Agent shall have received satisfactory evidence that the other Loan Documents
have been executed and are in full force and effect.


 


(c)               
Corporate Documents. The Administrative Agent shall have received such certificates of resolutions or other action,
incumbency certificates and other certificates of officers of the Company and HoldCo as the Administrative Agent may require evidencing
the identity, authority and capacity of each officer thereof or other Person authorized to act in connection with this Agreement
and the other Loan Documents, and 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 Company and HoldCo and any other legal matters relating
to the Company and HoldCo, the Loan Documents or the transactions contemplated hereby or thereby, all in form and substance satisfactory
to the Administrative Agent and its counsel.


 


(d)               
Payment of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator
shall have received all fees and other amounts due and payable by the Company in connection herewith on or prior to the Effective
Date, the upfront fee payable to the Administrative Agent pursuant to the Effective Date Letter Agreement and, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses (including out-of-pocket legal fees and expenses) required to be reimbursed
or paid by the Company hereunder. Such amounts, together with the invoiced out-of-pocket fees and expenses of other service providers
identified by the Company (including counsel to the Company), shall be deposited into the Principal Collection Account and paid
therefrom to the applicable recipients on or prior to the Effective Date (or, in the case of out-of-pocket fees and expenses payable
to persons other than the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator, on or about
the Effective Date). For the avoidance of doubt, no amounts described in the immediately preceding sentence shall constitute Permitted
Intraperiod Payments subject to Section 4.03(j) or otherwise be subject to or applied against the Expense Cap.


 


(e)               
Patriot Act, Etc. To the extent requested by any Agent or any Lender, such Agent or such Lender, as the case
may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and other applicable "know your customer"
and anti-money laundering rules and regulations.


 


(f)                
Certain Acknowledgements and Search Reports. The Administrative Agent shall have received (a) UCC, tax and judgment
lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or
comparable documents that name the Company and HoldCo as debtor and that are filed in the jurisdiction in which the Company or
HoldCo, as applicable, is organized and (b) such other searches that the Administrative Agent deems necessary or appropriate.


 






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(g)               
LTV Ratio. The Compliance Condition shall be satisfied on a pro forma basis after giving effect to the contribution
of the Initial Loans and the funding of the Initial Advance on the Closing Date.


 


(h)               
Omnibus Financing Terms Agreement. The transactions contemplated by the Omnibus Financing Terms Agreement (for the
avoidance of doubt, other than to the extent such transactions are to be effected by the execution and delivery of this Agreement,
the making of the initial Advance and the application of the proceeds thereof) shall have been consummated and all conditions precedent
to the effectiveness of such agreement have been satisfied, in each case, as determined by the Administrative Agent.


 


(i)                
Officer's Certificate as to Collateral. The Agents shall have received a certificate of the Company that after giving
effect to the initial Advance and use of proceeds thereof (A) the Company is the owner of the Collateral free and clear of
any liens, claims or encumbrances of any nature whatsoever (other than any liens, claims or encumbrances that will be released
concurrently with the initial Advance) except for Permitted Liens; (B) the Company has acquired its ownership in such Collateral
in good faith without notice of any adverse claim, except as described in clause (A) above; (C) the Company has not assigned,
pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise
encumbered, it has been or, concurrently with the initial Advance, will be released) other than Permitted Liens; (D) the Company
has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (E) upon
grant by the Company, the Collateral Agent has a first priority perfected security interest in the Collateral, subject to Permitted
Liens.


 


Section
2.05        Other
Conditions to Initial Funding. Notwithstanding anything to the contrary herein, the obligations of the Lenders to fund any
initial Advances hereunder shall not become effective until the Administrative Agent shall have received one or more favorable
written opinions of outside counsel for the Company and HoldCo, covering such matters relating to the transactions contemplated
hereby as the Administrative Agent shall reasonably request (including, without limitation, certain non-consolidation and true
contribution matters, certain corporate matters and the perfection of the Collateral Agent's security interest in any of the Collateral).


 


Article
III

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS


 


Section
3.01        The
Advances.


 


(a)               
Making the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03,
then each Lender shall make such Advance in the applicable Eligible Currency on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the Collateral Agent for deposit to the Principal Collection Account
(or, in the case of Advances denominated in a Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account); provided
that, as described in Section 2.02, the proceeds of the initial Advance hereunder shall be disbursed in accordance with the Omnibus
Financing Terms Agreement and the disbursement of such Advance as set forth therein shall constitute the making of such Advance
to the Company for all purposes. Each Lender at its option may make any Advance by causing any domestic or foreign branch or affiliate
of such Lender to make such Advance, provided that any exercise of such option shall not affect the obligation of the Company
to repay such Advance in accordance with the terms of this Agreement. Once drawn, Advances may only be repaid, prepaid or reborrowed
in accordance with this Agreement.


 






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(b)               
Interest on the Advances. All outstanding Advances shall bear interest (from and including the date on which such
Advance is made) at a per annum rate equal to the Reference Rate (except as expressly set forth herein) for each Calculation Period
in effect plus the Applicable Margin for Advances set forth on the Transaction Schedule. In addition, if, at any time during
the Reinvestment Period, the outstanding Advances are less than the Adjusted Principal Amount at such time, the Company shall incur
interest on the difference of the Adjusted Principal Amount minus the amount of Advances at such time at a per annum rate
equal to the Applicable Margin for Advances set forth on the Transaction Schedule.


 


(c)               
Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder and the Eligible Currency thereof. The Administrative
Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in the United States a register
(the "Register") in which it shall record the names and addresses of the Lenders and the Financing Commitment
of, and principal amount of the Advances (and related interest amounts) due and payable or to become due and payable from the Company
to each Lender hereunder and the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof. The entries made in the Register shall be conclusive absent manifest error, and the parties hereto
shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender and the owner of the amounts
owing to it hereunder as reflected in the Register for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


Any Lender may request that Advances made
by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory
note payable to such Lender and its registered assigns and in a form approved by the Administrative Agent. Thereafter, the Advances
evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such
form payable to such payee and its registered assigns.


 


(d)               
Pro Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances
shall be made on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments
in respect of Advances held by them.


 


(e)                Illegality.
Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company
that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration
thereof, makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for a Lender or
the Administrative Agent to perform its obligations hereunder to fund or maintain Advances in the applicable Eligible
Currency hereunder, then (1) the obligation of such Lender or the Administrative Agent hereunder to fund or maintain
Advances in such Eligible Currency shall immediately be suspended until such time as such Lender or the Administrative Agent
determines (in its sole discretion) that such performance is again lawful, (2) such Lender or the Administrative Agent,
as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial,
incidental expenses), to transfer within twenty (20) days after it gives notice under this clause (e), all of its
rights and obligations under this Agreement to another of its offices, branches or affiliates with respect to which such
performance would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer
under clause (2), then any outstanding Advances of such Lender in such Eligible Currency shall (i) be promptly paid in
full by the Company (together with all accrued interest and other amounts owing hereunder) but not later than the end of the
then-current Calculation Period (or, if sooner repayment is required by law, be repaid immediately upon request of such
Lender) or (ii) in the case of Advances denominated in a Permitted Non-USD Currency, if requested by the Company, be
converted to Advances denominated in USD on the date specified by the Administrative Agent at the Spot Rate, become
denominated in USD and thereafter bear interest at the rates applicable to Advances denominated in USD and, in such event,
the Company shall pay all amounts owning in connection therewith, including all interest accrued on the Advances being
converted through such date; provided that, to the extent that any such adoption or change makes it unlawful for the
Advances to bear interest by reference to the Reference Rate, then the foregoing clauses (1) through (3) shall not
apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after
such adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth
on the Transaction Schedule.


 






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(f)                
Increased Costs.


 


(i)                
If any Change in Law shall:


 


(1)       impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;


 


(2)       impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
the Advance (or portion thereof) made or held by such Lender (other than as a result of any actions taken pursuant to Section 3.01(g)(ii)
below); or


 


(3)       subject
any Lender or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes and (y) Excluded Taxes) on its loans, loan
principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto;


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining the Advance
or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal,
interest or otherwise), then, upon request by such Lender or the Administrative Agent, the Company will pay to such Lender or the
Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative
Agent, as the case may be, for such additional costs incurred or reduction suffered.


 


(ii)               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 Advance (or portion thereof) made or held 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 and liquidity) by an
amount deemed by such Lender to be material, then from time to time the Company will pay to such Lender such additional
amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.


 






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(iii)            
A certificate of a Lender setting forth the amount or amounts necessary to compensate, and the basis for such compensation
of, such Lender or its holding company, as the case may be, as specified in paragraph (i) or (ii) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any
such certificate on the Payment Date first occurring after receipt thereof.


 


(iv)             
Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender's or the Administrative Agent's right to demand such compensation; provided that
the Company shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Company
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Administrative Agent's intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


(v)               
Each of the Lenders and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company
may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section
3.01(f); provided that no Lender or the Administrative Agent shall be obligated to take any actions that would, in the reasonable
opinion of such Lender or the Administrative Agent, be disadvantageous to such Lender or the Administrative Agent (including, without
limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred to in this Section
3.01(f) which relates to any other entities to which any Lender provides financing.


 


(g)               
Alternate Rate of Interest.


 


(i) If prior to the commencement of any Calculation
Period: (x) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Reference Rate (including, without limitation, because the Reference Rate is
not available or published on a current basis), for deposits in the applicable Eligible Currency and such Calculation Period; or
(y) the Administrative Agent is advised by the Required Financing Providers that the Reference Rate, as applicable, for such Calculation
Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or
its Advance) included in such Advance for such Calculation Period; then the Administrative Agent shall give notice thereof to the
Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies
the Company and the Lenders that the circumstances giving rise to such notice no longer exist, if any Advance in the applicable
Eligible Currency is requested, such Advance shall accrue interest at the Base Rate plus the Applicable Margin for Advances
set forth on the Transaction Schedule.


 






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(ii) If at any time the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in
clause (i)(x) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause
(i)(x) have not arisen but the supervisor for the administrator of the Reference Rate or a governmental authority having
jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Reference
Rate shall no longer be used for determining interest rates for loans, then the Company may designate a new benchmark rate
(which may include spread adjustments applicable to such rate) to be used to calculate the Reference Rate, which benchmark
rate may be (A) such benchmark rate being used to calculate the interest rate payable on Portfolio Investments representing
not less than 50% of the aggregate outstanding principal amount of all Portfolio Investments denominated in USD (in the case
of the LIBO Rate applicable to Advances denominated in USD) and GBP (in the case of the LIBO Rate applicable to Advances
denominated in GBP), CAD (in the case of the CDOR Rate) or EUR (in the case of EURIBOR), (B) such benchmark rate formally
proposed or recommended (whether by letter, protocol, publication of standard terms or otherwise) by the Loan Syndication and
Trading Association or the Alternative Reference Rates Committee (or such successor organization, as applicable) as a
replacement benchmark rate for the applicable Reference Rate, or (C) such other benchmark rate as is otherwise mutually
agreed by the Company and the Administrative Agent. Notwithstanding anything to the contrary in Section 10.05, the
designation of such alternative benchmark rate shall become effective without any further action or consent of any other
party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this Section 3.01(g)(ii)
(but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.01(g)(ii), only to
the extent the Reference Rate for deposits in the applicable Eligible Currency and such Calculation Period is not available
or published at such time on a current basis), the new benchmark rate shall be the Base Rate plus the Applicable
Margin for Advances set forth on the Transaction Schedule.


 


(h)               
No Set-off or counterclaim. Subject to Section 3.03, all payments to be made hereunder by the Company in respect
of the Advance shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment
(after deduction or withholding for or on account of any present or future Taxes imposed by the jurisdiction in which the Company
is organized or any political subdivision or taxing authority therein or thereof) shall not be less than the amounts otherwise
specified to be paid under this Agreement.


 


Section
3.02        General.
The provisions of Section 3.01 and any other provisions relating to the types of Financings contemplated by each such section
shall not be operative until and unless such types of Financing have been made available to the Company, as evidenced by the Transaction
Schedule.


 


Section
3.03        Taxes.


 


(a)               
Payments Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction
or withholding of any Tax from any such payment by an applicable Withholding Agent, then such applicable Withholding Agent shall
be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be
increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of
Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to
the sum it would have received had no such deduction or withholding been made.


 


(b)               
Payment of Other Taxes by the Company. Without duplication of other amounts payable by the Company under this Section 3.03,
the Company shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the
Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 






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(c)                Indemnification
by the Company. The Company shall indemnify each Recipient, within ten (10) Business Days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided, however, that the Company shall not be required to indemnify any such Recipient pursuant
to this Section 3.03(c) for any Indemnified Taxes unless such Recipient makes written demand on the Company for
indemnification no later than 270 days after the earlier of (i) the date on which the relevant Governmental Authority makes
written demand upon such Recipient for payment of such Indemnified Taxes and (ii) the date on which such Recipient has made
payment of such Indemnified Taxes. A certificate describing in reasonable detail the amount of such payment or liability
delivered to the Company by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Recipient, shall be conclusive absent manifest error.


 


(d)               
Indemnification by the Lenders. Each Lender shall indemnify the Administrative Agent, within ten (10) days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do
so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of 10.07 relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid
by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this paragraph (d).


 


(e)               
Evidence of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority
pursuant to this Section 3.03, the Company shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(f)                
Status of Lenders. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably
requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by
the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Recipient, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the
Administrative Agent to determine whether or not such Recipient 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 3.03(f)(ii)(A),(B) and (D)) shall not be required if in the Recipient'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 Recipient.


 






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(ii)              
Without limiting the generality of the foregoing:


 


(A)             
any Recipient that is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date
on which such Recipient becomes a Recipient under this Agreement (and from time to time thereafter upon the reasonable request
of the Company or the Administrative Agent), an executed IRS Form W-9 certifying that such Recipient is exempt from U.S. federal
backup withholding tax; provided, however, that if the Recipient is a disregarded entity for U.S. federal income
tax purposes, it shall provide the appropriate withholding form of its owner (together with appropriate supporting documentation);


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent
(in such number of copies as shall be reasonably 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 Company or the Administrative
Agent), 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 (x) with
respect to payments of interest under any Loan Document, an executed IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article
of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E or
IRS Form W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant
to the "business profits" or "other income" article of such tax treaty;


 


(2)               
an executed IRS Form W-8ECI;


 


(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 substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the
Company within the meaning of Section 881(c)(3)(B) of the Code or a "controlled foreign corporation" described in
Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) an executed IRS
Form W-8BEN-E or IRS Form W-8BEN, as applicable; or


 


(4)               
to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2
or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit C-4 on behalf of each such direct and indirect partner;


 


(C)              any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in
such number of copies as shall be reasonably 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 Company 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 Company or the Administrative Agent to determine the withholding or
deduction required to be made; and


 






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(D)             
if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by
FATCA if such Recipient 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 Recipient shall deliver to the Company and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company
and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with
such Recipient's obligations under FATCA or to determine the amount to deduct and withhold from such payment.


 


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


 


(g)               
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment
of additional amounts pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will
the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of
which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in
if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not
be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 


(h)               
Survival. Each party's obligations under this Section 3.03 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the termination, satisfaction or discharge
of all obligations under any Loan Document.


 


Section
3.04        Mitigation
Obligations; Replacement of Lenders.


 


(a)                Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.01(e) or (f), or if the Company
is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.03, then such Lender shall (at the request of the Company) use reasonable efforts to
designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01(e) or (f) or Section 3.03,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be materially disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.


 






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(b)               
Replacement of Lenders. If any (i) Lender requests compensation under Section 3.01(e) or (f), or if the Company
is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.03, and, in each case, such Lender has declined or is unable to designate a different lending
office in accordance with Section 3.04(a), (ii) defaults in its obligation to make Advances hereunder or (iii) becomes subject
to a Bail-In Action, then the Company 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 and
the consents required by Section 10.07), all of its interests, rights (other than its existing rights to payments pursuant
to Section 3.01(e) or (f) or Section 3.03) and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably
be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts),
(iii) such assignment will result in a ratable reduction in the claim for compensation or payments under Section 3.01(e)
or (f) or Section 3.03, as applicable and (iv) such assignment does not conflict with applicable law. 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 Company to require such assignment and delegation cease to apply.


 


Article
IV

COLLECTIONS AND PAYMENTS


 


Section
4.01        Interest
Proceeds.


 


(a)               
The Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection
Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Interest Collection Account all Interest
Proceeds received by it immediately upon receipt thereof; provided that Interest Proceeds denominated in a Permitted Non-USD
Currency shall be deposited into the applicable Permitted Non-USD Currency Account.


 


(b)               
All Interest Proceeds shall be retained in the Interest Collection Account or the applicable Permitted Non-USD Currency
Account and invested (and reinvested) at the written direction of the Administrative Agent in U.S. Dollar-denominated (or
denominated in the applicable Permitted Non-USD Currency, in the case of Permitted Non-USD Currency Accounts) high-grade investments
selected by the Company (unless an Event of Default has occurred and is continuing or a Market Value Cure Failure has occurred,
in which case, selected by the Administrative Agent) ("Eligible Investments"), which may include investments with
respect to which the Collateral Agent or its Affiliate provides services and receives compensation. Eligible Investments shall
mature no later than the next succeeding Payment Date.


 


(c)                Interest
Proceeds on deposit in the Interest Collection Account or a Permitted Non-USD Currency Account may be withdrawn by the
Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of
Default or following the occurrence of a Market Value Cure Failure, the Administrative Agent)) and be applied in accordance
with the Priority of Payments; provided that, notwithstanding the foregoing or anything to the contrary in this
Agreement, following the occurrence of a Market Value Cure Failure, Interest Proceeds on deposit in the Interest Collection
Account or a Permitted Non-USD Currency Account may be withdrawn by the Collateral Agent at the written direction and in the
sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on
the Advances to the Administrative Agent for ratable distribution to the Lenders or to any other Secured Obligations.


 






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Section
4.02        Principal
Proceeds.


 


(a)               
The Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the
Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Principal Collection
Account all Principal Proceeds received by it immediately upon receipt thereof; provided that Principal Proceeds denominated
in a Permitted Non-USD Currency shall be deposited into the applicable Permitted Non-USD Currency Account.


 


(b)               
All Principal Proceeds shall be retained in the Principal Collection Account or a Permitted Non-USD Currency Account and
invested at the written direction of the Administrative Agent in Eligible Investments selected by the Company (unless an Event
of Default has occurred and is continuing or a Market Value Cure Failure has occurred, in which case, selected by the Administrative
Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds. Eligible Investments shall mature
no later than the next succeeding Payment Date.


 


(c)               
On any Business Day, Principal Proceeds on deposit in the Principal Collection Account or a Permitted Non-USD Currency Account,
as applicable, may be withdrawn by the Collateral Agent (unless otherwise specified herein, at the written direction of the Company
(or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Cure Failure,
the Administrative Agent)) and applied (i) in accordance with the Priority of Payments, (ii)  in accordance with Section 2.03(c)
or (e), (iii) to prepay Advances pursuant to Section 4.03(c), (iv) to apply the proceeds of any Portfolio Investment
Repayment Event (x) during the Reinvestment Period, to repay Advances in an amount not less than $8,400,000 and thereafter to make
Permitted Distribution (or as otherwise directed by the Company with the balance of such proceeds, subject to clauses (i) through
(iv) of the proviso in the definition of the term Permitted Distribution) or (y) after the Reinvestment Period, to make a Ratable
Distribution and (v) to make a Permitted Intraperiod Payment in accordance with Section 4.03(j); provided that, notwithstanding
any of the foregoing or anything to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, Principal
Proceeds on deposit in the Principal Collection Account or a Permitted Non-USD Currency Account, as applicable, may be withdrawn
by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be applied to repay
the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative Agent for ratable distribution to
the Lenders or to any other Secured Obligations.


 


Section
4.03        Principal
and Interest Payments; Prepayments; Commitment Fee; Priority of Payments.


 


(a)               
The unpaid aggregate principal amount of the Advances (together with accrued interest and Commitment Fees thereon) shall
be paid in full in cash to the Administrative Agent for the account of each Lender on the Maturity Date and any and all cash in
the Collateral Accounts and the Permitted Non-USD Currency Accounts shall be applied to the satisfaction of the Secured Obligations
on the Maturity Date.


 






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(b)               
Accrued interest on the Advances shall be payable in cash in arrears on each Payment Date pursuant to the Priority of Payments
except as otherwise set forth herein and provided that (i) interest accrued pursuant to each clause (ii) of the
 "Applicable Margin for Advances" set forth on the Transaction Schedule shall be payable on demand and (ii) in the
event of any repayment or prepayment of any Advances in full, accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment.


 


(c)               
Subject to the proviso set forth in Section 4.02(c) and the requirements of this Section 4.03(c), the Company shall
have the right (i) on any Payment Date, to prepay outstanding Advances in whole or in part in accordance with the Priority
of Payments, (ii) at any time after the Non-Call Period End Date, to prepay the outstanding Advances in full in connection
with termination of this Agreement and the Financing Commitments, (iii) following a Portfolio Investment Repayment Event,
to prepay outstanding Advances in accordance with Section 4.02(c)(iv), (iv) to prepay Advances in whole or in part in connection
with a Market Value Cure and (v) to prepay Advances in whole or in part on any Business Day that JPMorgan Chase Bank, National
Association has ceased to act as Administrative Agent. The Company shall notify the Administrative Agent by telephone (confirmed
by email with a copy to the Collateral Agent and the Collateral Administrator) of any prepayment hereunder not later than 2:00
p.m., New York City time, three (3) Business Days before the date of prepayment. Each such notice shall be irrevocable (unless
such notice conditions such prepayment upon consummation of a transaction which is contemplated to result in a prepayment of outstanding
Advances, in which event such notice may be revocable or conditioned upon such consummation) and shall specify the prepayment date
and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Except as otherwise set forth herein, prepayments are not required to be accompanied
by accrued and unpaid interest.


 


(d)               
(i) On the First Amendment Date, the Company shall pay to the Administrative Agent the applicable amount set forth in the
First Amendment Date Letter Agreement


 


(ii) On the earlier of (x) two (2) Business
Days following the closing of the Rights Offering and (y) June 18, 2020, the Company shall pay to the Administrative Agent $50,000,000
to the prepayment of Advances and the Financing Commitments shall be reduced by the amount of principal so prepaid.


 


(e)               
The Company agrees to pay to the Administrative Agent for ratable distribution to the Lenders, a commitment fee (the "Commitment
Fee") in USD in the amount specified in the First Amendment Date Letter Agreement. Accrued Commitment Fees shall be payable
in arrears on each Payment Date and on the earlier of (i) the date on which the Financing Commitments terminate and (ii) the
last day of the Reinvestment Period; provided that, if either such date is not a Payment Date, the accrued Commitment Fees
shall be payable on the next occurring Payment 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).


 


(f)                
Once paid, all fees or any part thereof payable hereunder shall not be refundable under any circumstances.


 


(g)               
On each Payment Date and the Maturity Date, the Collateral Agent, pursuant to the Payment Date Report, shall distribute
all amounts on deposit in the Interest Collection Account and the Interest MV Cure Account and any amounts on deposit in a Permitted
Non-USD Currency Account representing Interest Proceeds as of the end of the most recent Calculation Period or in the case of the
Maturity Date, such date, in the following order of priority (the "Interest Priority of Payments"):


 






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(A)             
first, (1) to pay accrued but unpaid Administrative Expenses (first, to the Collateral Agent, Intermediary and the
Collateral Administrator, and second, to all other parties entitled thereto), then (2) to pay amounts payable to any Person
in respect of any governmental fee, charge or Tax imposed on the Company or either Parent and/or their Affiliates with respect
to the income, assets and operations of the Company (including expenses of complying with FATCA) then (3) to make distributions
to HoldCo in an amount equal to the Preferred Distributions for the related Calculation Period and then (4) if determined
by the Company, to be retained in the Interest Collection Account or a Permitted Non-USD Currency Account, as applicable, to serve
as a reserve for future Administrative Expenses, provided that the amounts in (1) and (4) collectively, together
with any amounts paid during the related Calculation Period pursuant to clause (x) of Section 4.03(j), shall not exceed
the Expense Cap, and amounts in (2), together with any amounts paid during the related Calculation Period pursuant to clause (w)
of Section 4.03(j), shall not exceed the Tax Cap;


 


(B)             
second, to pay accrued but unpaid interest on the Advances and the Commitment Fee;


 


(C)             
third, (1) if the Compliance Condition is not satisfied, to be deposited in the Interest MV Cure Account until the
Compliance Condition is satisfied and (2) if the Compliance Condition is satisfied (after giving effect to the preceding clause (1),
if applicable), to the payment of any unpaid amounts in clause (A) above in excess of the Expense Cap and/or the Tax Cap,
as applicable; and


 


(D)             
fourth, to make Restricted Payments or as otherwise directed by the Company.


 


(h)               
On each Payment Date and the Maturity Date, the Collateral Agent, pursuant to the Payment Date Report, shall distribute
all amounts on deposit in the Principal Collection Account and the Principal MV Cure Account and any amounts on deposit in a Permitted
Non-USD Currency Account representing Principal Proceeds as of the end of the most recent Calculation Period or in the case of
the Maturity Date on such date, in the following order of priority (the "Principal Priority of Payments"):


 


(A)             
first, (1) to the payment of unpaid amounts referred to in clause (A)(1) of the Interest Priority of Payments subject to
the proviso set forth in such clause (A), (2) then to the payment of unpaid amounts referred to in clause  (B) of the Interest
Priority of Payments and (3) then to the payment of unpaid amounts referred to in clause (A) of the Interest Priority of Payments
other than clauses (A)(1) and (A)(4) thereof, subject to the proviso set forth in such clause (A);


 


(B)             
second, during the Reinvestment Period, (1) if the Compliance Condition is not satisfied, to be deposited in the Principal
MV Cure Account or a Permitted Non-USD Currency Account, as applicable, until the Compliance Condition is satisfied, and (2) at
the option of the Company to one or more of the following: (a) to the Principal Collection Account or a Permitted Non-USD Currency
Account, as applicable, for the acquisition of additional Portfolio Investments, (b) to repayment of the Advances, and (c) so long
as the Compliance Condition is satisfied (after giving pro forma effect to any payment under this subclause (c)), to
make a Permitted Distribution;


 


(C)              third,
after the Reinvestment Period, at the option of the Company to one or more of the following: (a) to the repayment of the
Advances and/or (b) if the Compliance Condition is satisfied (after giving pro forma effect to any payment and/or
repayment under this clause (C)), to make a Ratable Distribution (if a Permitted Distribution may be made on such
Payment Date);


 






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(D)             
fourth, after the Reinvestment Period, to the repayment of unpaid amounts referred to in clause (C)(2) of the Interest
Priority of Payments;


 


(E)              
fifth, after the Reinvestment Period, to make Restricted Payments or as otherwise directed by the Company.


 


(i)                
Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and the Advances have been accelerated
in accordance with this Agreement, on each date set by the Administrative Agent, the Collateral Agent, at the written direction
of the Administrative Agent, shall distribute all amounts on deposit in the Interest Collection Account, the Principal Collection
Account, each Permitted Non-USD Currency Account, the Interest MV Cure Account and the Principal MV Cure Account, in the following
order of priority (the "Enforcement Priority of Payments" and, together with the Interest Priority of Payments
and the Principal Priority of Payments, the "Priority of Payments"):


 


(A)             
first, to pay accrued but unpaid Administrative Expenses (first, to the Collateral Agent, Intermediary and the Collateral
Administrator, and second, to all other parties entitled thereto), provided that such amounts shall not exceed the Expense
Cap;


 


(B)             
second, to pay accrued but unpaid interest on the Advances and the Commitment Fee;


 


(C)             
third, to repay the outstanding Advances until paid in full;


 


(D)             
fourth, to pay accrued but unpaid Preferred Distributions;


 


(E)              
fifth, to pay any remaining Administrative Expenses; and


 


(F)              
sixth, to make Restricted Payments or as otherwise directed by the Company.


 


If the amounts available to be applied pursuant
to the Priority of Payments are insufficient to make the full amount of the disbursements required by any numbered sub-clause therein,
then the Collateral Agent shall make the disbursements then due and payable to the extent funds are available therefor, to the
Persons entitled thereto in accordance with the amounts owing to them under such sub-clause in the order of priority set forth
therein.


 


With respect to each Calculation Period, the
Collateral Administrator shall provide to the Administrative Agent and the Company no later than three (3) Business Days prior
to the Payment Date, a detailed reporting setting forth the proposed application of funds to be made pursuant to the foregoing
Priority of Payments (the "Payment Date Report"). Upon approval by the Administrative Agent, the Payment Date
Report shall constitute instructions to the Collateral Agent to make such distributions on the Payment Date pursuant to the Payment
Date Report. In connection with the foregoing, the Administrative Agent shall from time to time provide the Collateral Administrator,
upon request therefor, with any information reasonably necessary to prepare such reporting.


 






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(j)       In
addition and without limiting the foregoing, so long as no Default or Event of Default has occurred and is continuing and no Market
Value Cure Failure has occurred, on any Business Day, the Company may, with the consent of the Administrative Agent in its reasonable
discretion, direct the Collateral Administrator to apply amounts on deposit in the Collection Account or a Permitted Non-USD Currency
Account to pay (w) Taxes, governmental fees and trade payables, (x) other Administrative Expenses, (y) amounts owing under Sections
3.01(f) and 10.04, and (z) any fee payable by the Company pursuant to the Sourcing Agreement or other amount owed by the Company
under any contract entered into by the Company in accordance with the terms hereof in the ordinary course of business, provided
that the Company believes in good faith that there will be sufficient funds to make the payments required by each of items
with priority higher than such Taxes or governmental fees, Administrative Expenses, or amounts owing under Sections 3.01(f) and
10.04, as applicable, or in the case of clause (z), the payments contemplated by Sections 4.03(g)(A) and 4.03(g)(B),
on the next Payment Date after such application, and provided further that amounts payable under clause (w) during any Calculation
Period shall not exceed the Tax Cap and amounts payable under clause (x) during any Calculation Period shall not exceed the Expense
Cap.


 


Section
4.04        Payments
Generally. (a) All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account
designated in writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable).
The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral
Agent and the Collateral Administrator may conclusively rely) and the Company of the calculation of amounts payable to the Financing
Providers in respect of the Financings and the amounts payable to the Company. Within two (2) Business Days after each Calculation
Date, the Administrative Agent shall deliver an invoice to the Company, the Collateral Agent and the Collateral Administrator in
respect of the interest due on such Payment Date. All payments to the Administrative Agent not made for distribution to the Lenders
shall be made as directed in writing by the Administrative Agent. All payments hereunder to the Secured Parties shall be made without
setoff or counterclaim. All payments hereunder shall be made in USD other than payments of interest and principal made in respect
of Advances denominated in a Permitted Non-USD Currency, which shall be made in the applicable Permitted Non-USD Currency of such
Advance. All interest hereunder shall be computed on the basis of a year of 360 days (other than interest calculated
at the Base Rate, which shall be calculated on the basis of a year of 365/366 days) and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). Except as otherwise set forth herein, all payments
by or on behalf of the Company hereunder shall be made in accordance with the Priority of Payments.


 


(b)       If
after receipt of an invoice from the Administrative Agent pursuant to Section 4.04(a) and at least two (2) Business Days
prior to any Payment Date or the Maturity Date, the Collateral Administrator shall have notified the Company, the Collateral
Agent and the Administrative Agent that the Company does not have a sufficient amount of funds in a Permitted Non-USD
Currency on deposit in the applicable Permitted Non-USD Currency Account that will be needed (1) to pay to the Lenders all of
the amounts required to be paid in such Permitted Non-USD Currency on such date and/or (2) to pay any expenses required to be
paid in accordance with the Priority of Payments, in each case, in such Permitted Non-USD Currency as required for such
payment (a "Currency Shortfall"), then, so long as no Event of Default shall have occurred and be continuing
and no Market Value Cure Failure has occurred, the Company shall exchange (or shall direct the Collateral Agent to exchange),
in each case with the consent of the Administrative Agent, amounts in USD held in the Interest Collection Account or the
Principal Collection Account, as applicable, for the applicable Permitted Non-USD Currency in an amount necessary to cure
such Currency Shortfall. Each such exchange shall occur no later than one Business Day prior to such Payment Date or the
Maturity Date, as applicable, and shall be made at the spot rate of conversion at the time of conversion utilizing the
Collateral Agent's foreign exchange desk. If for any reason the Company shall have failed to effect any such currency
exchange by the Business Day prior to such date, then the Administrative Agent shall be entitled to (but shall not be
obligated to) direct such currency exchange on behalf of the Company.


 






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(c)       At
any time following the occurrence of a Market Value Cure Failure or if an Event of Default has occurred and is continuing, the
Administrative Agent may in its sole discretion direct the Securities Intermediary or the Bank, as applicable, to exchange amounts
held in each Permitted Non-USD Currency Account for USD at the spot rate at the time of conversion (utilizing the Collateral Agent's
foreign exchange desk) for application hereunder.


 


Section
4.05        Interest
MV Cure Account and Principal MV Cure Account.


 


(a)               
Prior to the Maturity Date, all cash amounts in the Interest MV Cure Account shall be invested in Eligible Investments at
the written direction of the Administrative Agent (as directed by the Required Financing Providers). Eligible Investments shall
mature no later than the next succeeding Payment Date.


 


(b)               
Amounts on deposit in the Interest MV Cure Account may be withdrawn by the Collateral Agent (at the written direction of
the Company (or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market
Value Cure Failure, the Administrative Agent)) and (i) used to prepay the Advances in accordance with Section 4.03(c) or (ii)
distributed in accordance with the Interest Priority of Payments. Notwithstanding any of the foregoing or anything to the contrary
in this Agreement, following the occurrence of a Market Value Cure Failure, amounts on deposit in the Interest MV Cure Account
may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the Administrative Agent and be
applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the Administrative Agent for ratable
distribution to the Lenders or to the payment of any other Secured Obligations.


 


(c)               
The Company shall cause all cash received by it in connection with a Market Value Cure to be deposited in the Principal
MV Cure Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Principal MV Cure Account such
amounts received by it (and identified as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts
in the Principal MV Cure Account shall be invested in Eligible Investments at the written direction of the Administrative Agent
(as directed by the Required Financing Providers). All amounts contributed to the Company by the Parent, HoldCo or any Affiliate
of any of the foregoing in connection with a Market Value Cure shall be paid free and clear of any right of chargeback or other
equitable claim. Eligible Investments shall mature no later than the next succeeding Payment Date.


 


(d)                Amounts
on deposit in the Principal MV Cure Account may be withdrawn by the Collateral Agent (at the written direction of the Company
(or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Cure
Failure, the Administrative Agent)) and (i) deposited in the Principal Collection Account with prior notice to the
Administrative Agent; provided that the Compliance Condition is satisfied on a pro forma basis, (ii) used
to prepay the Advances in accordance with Section 4.03(c) or (iii) distributed in accordance with the Principal Priority
of Payments. Additionally, amounts on deposit in the Principal MV Cure Account may be withdrawn and deposited in the Excluded
Permitted Distribution Account as and to the extent set forth in Schedule 9. Notwithstanding any of the foregoing or anything
to the contrary in this Agreement, following the occurrence of a Market Value Cure Failure, amounts on deposit in the
Principal MV Cure Account may be withdrawn by the Collateral Agent at the written direction and in the sole discretion of the
Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest on the Advances to the
Administrative Agent for ratable distribution to the Lenders or to the payment of any other Secured Obligations.


 






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Section
4.06        Proceeds
Collection Account.


 


(a)               
The Company shall cause all cash received by it in connection with the sale of Portfolio Investments pursuant to Section 1.04(b)(ii)
to be deposited in the Proceeds Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to
the Proceeds Collection Account such amounts received by it (and identified as such) immediately upon receipt thereof. Prior to
the Maturity Date, all cash amounts in the Proceeds Collection Account shall be invested in Eligible Investments at the written
direction of the Administrative Agent (as directed by the Required Financing Providers). Eligible Investments shall mature no later
than the next succeeding Payment Date.


 


(b)               
Amounts on deposit in the Proceeds Collection Account may be withdrawn by the Collateral Agent at the written direction
and in the sole discretion of the Administrative Agent and be applied to repay the Advances and/or to pay accrued but unpaid interest
on the Advances to the Administrative Agent for ratable distribution to the Lenders or to the payment of any other Secured Obligations.


 


(c)               
After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any amounts
remaining in the Proceeds Collection Account shall be delivered to the Company.


 


Section
4.07        Reduction
of Financing Commitments.


 


(a)               
After the Non-Call Period End Date (or any other date after JPMorgan Chase Bank, National Association ceases to act as Administrative
Agent), the Company shall be entitled at its option from time to time and upon five (5) Business Days' prior written notice
to the Administrative Agent to (i) reduce the Financing Commitments with respect to Advances by prepayment of all or any portion
of the principal amount of the Advances and all accrued and unpaid interest thereon and designating to the Administrative Agent
that such prepayment is part of a Facility Reduction (in which case the Financing Commitments shall be reduced by the amount of
principal so prepaid) and/or (ii) terminate in full or reduce in part any portion of the Financing Commitments that exceeds
the sum of the outstanding Advances.


 


(b)               
On the last day of the Reinvestment Period, all remaining unfunded Financing Commitments will automatically be cancelled.


 


(c)               
Any reduction of Financing Commitments under this Section 4.07 shall be referred to as a "Facility Reduction".


 






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Article
V

[RESERVED]


 


Article
VI

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section
6.01        Representations
and Warranties. The Company represents to the other parties hereto, as of the date of this Agreement and as of each Trade Date,
that:


 


(a)               
it is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its
organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each
other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated;


 


(b)               
the execution, delivery and performance of this Agreement and each other Loan Document, and the consummation of such transactions
have been duly authorized by it and this Agreement and each such other Loan Document constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance
and other similar laws affecting creditors' rights and remedies generally);


 


(c)               
the execution, delivery and performance of this Agreement and each other Loan Document and the consummation of such transactions
do not and will not (i) conflict with the provisions of its governing instruments or (ii) violate any provisions of applicable
law or regulation or any applicable order of any court or regulatory body or result in the breach of, or constitute a default,
or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its
property may be bound or affected which, in the case of this clause (ii), would reasonably be expected to have a Material
Adverse Effect;


 


(d)               
no actions or proceedings at law or in equity are pending (or, to its knowledge, threatened) against it before any court,
tribunal, governmental body, agency or official or any arbitrator that could reasonably be expected to result in a Material Adverse
Effect;


 


(e)               
[Reserved];


 


(f)                
it has obtained all consents and authorizations (including all required consents and authorizations of any governmental
authority) that are necessary to be obtained by it in connection with the execution, delivery and performance of this Agreement
and each other Loan Document and each such consent and authorization is in full force and effect other than those for which the
failure to obtain would not reasonably be expected to have a Material Adverse Effect;


 


(g)               
it is not required to register as an "investment company" as defined in the Investment Company Act of 1940,
as amended;


 


(h)               
it has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended,
and it is not a reporting company under the Securities Exchange Act of 1934, as amended;


 


(i)                
except with respect to the Secured Obligations, it has no outstanding Indebtedness;


 


(j)                
no ERISA Event has occurred;


 


(k)               
as of the date of this Agreement it is, and after giving pro forma effect to any Advance it will be, Solvent and
it is not entering into this Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby
with any intent to hinder, delay or defraud any of its creditors;


 


(l)                
it is not subject to any Adverse Proceeding;


 






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(m)             
it is not in default under any other contract to which it is a party, except where such default would not reasonably be
expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company,
(b) the ability of the Company to perform its obligations under this Agreement or any of the other Loan Documents or (c) the
rights of or benefits available to the Administrative Agent or the Lenders under this Agreement or any of the other Loan Documents
(a "Material Adverse Effect");


 


(n)               
(i) it is in compliance in all respects with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized
Crime Control Act of 1970 and with the USA PATRIOT Act and all other laws and regulations relating to money laundering and
terrorist activities and (ii) it is in compliance in all material respects with all other Laws and all orders, writs, injunctions
and decrees applicable to it or to its properties;


 


(o)               
it does not have any Subsidiaries or own any Investments in any Person other than the Portfolio Investments or Investments
(i) constituting Eligible Investments and (ii) those the Company shall have acquired or received as a distribution in
connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment
or any obligor thereunder or issuer thereof;


 


(p)               
(x) it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters known to it, that, individually or in the aggregate, in each case, could reasonably be expected
to result in a Material Adverse Effect and (y) no report, financial statement, certificate or other information furnished
in writing by or on behalf of it or any of its Affiliates to the Administrative Agent or any Lender in connection with the transactions
contemplated by this Agreement and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each
case as modified or supplemented by other information so furnished) contains (or, to the extent any such information was furnished
to the Company by a third party, to the Company's knowledge contains), as of its delivery date, any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, when taken as a whole, in the light of the circumstances
under which they were made, not misleading;


 


(q)               
it has good and marketable title to all Portfolio Investments and other Collateral free of any Liens (other than Permitted
Liens and any Liens that will be released contemporaneously with the initial Advance hereunder);


 


(r)                
the Company has filed all tax returns required by law to have been filed by it in the required legal timeframe (if any and
taking into account any applicable extensions); all such tax returns are true and correct in all respects; and the Company has
paid or withheld (as applicable) all taxes and governmental charges owing or required to be withheld by it (if any), except (i)
any such taxes or governmental charges which are being contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside in accordance with GAAP on its books or (ii) the failure of which to file such tax returns or
pay, withhold or discharge such taxes or governmental charges would not reasonably be expected to have a material adverse effect
on the Company;


 


(s)                 the
Company will be treated as of the date of its formation as, and for so long as any amounts remain outstanding hereunder will
remain, as a disregarded entity for U.S. federal income tax purposes and will not take any action nor recognize any
transfer of interests in the Company that would cause the Company to become treated other than as a disregarded entity, the
Company intends that the income from the Company's assets will be treated as income of its sole owner for United States
federal income tax purposes and will not take any action inconsistent with such intention, and the Company will procure that
its sole owner complies with any United States federal withholding tax obligations imposed on it;


 






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(t)                
the Company has not engaged in any business operations or activities other than as an ownership entity for Portfolio Investments
and similar loan or debt obligations, entering into and performing its obligations under the Loan Documents and the Sourcing Agreement
and such activities and activities incidental thereto;


 


(u)               
it is subject to policies and procedures designed to ensure compliance by it, its agents and their respective directors,
managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions, and it and its officers and
managers and, to its knowledge, its owners and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all
material respects and are not knowingly engaged in any activity that would reasonably be expected to result in it being designated
as a Sanctioned Person. None of (i) it or its officers or managers or (ii) to its knowledge, any of its owners or agents that will
act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Advances,
use of proceeds or other transaction contemplated by the Loan Documents will directly, or to the knowledge of the Company, indirectly
violate Anti-Corruption Laws or applicable Sanctions;


 


(v)               
all proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. No part
of the proceeds of any Advance will be used by the Company to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying Margin Stock. Neither the making of any Advance not the use of the proceeds thereof will
violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Directors of the Federal Reserve Board.
No Advance is secured, directly or indirectly, by Margin Stock, and the Collateral does not include Margin Stock; and


 


(w)             
without limitation to any other provision of this Agreement, it acknowledges and agrees that, except with respect to any
non-waivable right under applicable law, JPMCB and its affiliates are not, nor shall they be deemed to be, by virtue of JPMCB's
roles as Administrative Agent and Financing Provider hereunder and/or any action or inaction of JPMCB in either such capacity,
a fiduciary of, or otherwise have a trust relationship with, or owe any duty of care, duty of loyalty or other duty to, any other
person in connection with this Agreement and the transactions contemplated hereby.


 


Section
6.02        Covenants
of the Company. The Company:


 


(a)               
shall comply with Anti-Corruption Laws and applicable Sanctions and shall maintain in effect and enforce policies and procedures
designed to ensure compliance by it, its agents and their respective directors, managers, officers and employees (as applicable)
with Anti-Corruption Laws and applicable Sanctions;


 


(b)               
shall promptly provide the Administrative Agent with any amendments to any of its or HoldCo's constituent documents and
shall not, and shall assure that HoldCo does not, amend any of its constituent documents in any manner that could reasonably be
expected to, or that does, adversely affect the Lenders in any material respect without the prior written consent of the Administrative
Agent at the direction of the Required Financing Providers; provided that, for purposes of this clause (b), with respect
to HoldCo, "constituent documents" shall include, without limitation, the HoldCo LLC Agreement;


  



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(c)               
shall not, without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers),
which consent may be withheld in the sole and absolute discretion of the Required Financing Providers, enter into any hedge agreement;


 


(d)               
shall not maintain any of its primary books or records with respect to the Collateral at any office other than at the address
referred to on the Transaction Schedule (or at the office of the Collateral Agent) or maintain its chief executive office
or its place of business at any place other than at such address, in each case without providing at least fifteen (15) days
advance written notice to the Administrative Agent;


 


(e)               
shall not change its name, or name under which it does business, from the name shown on the signature pages hereto, unless
it shall have provided ten (10) Business Days' advance written notice of such change to the Administrative Agent;


 


(f)                
shall at all times comply with the requirements of its constituent documents, including Section 1.8 of the Amended and
Restated Limited Liability Company Agreement of the Company;


 


(g)               
shall at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and
permits material to its business;


 


(h)               
shall comply with all applicable requirements of law (whether statutory, regulatory or otherwise), the noncompliance with
which could reasonably be expected to have, individually or collectively, a material adverse effect on the Company, the Administrative
Agent, the Lenders or the Collateral;


 


(i)                
shall not have any Subsidiaries without the prior written consent of the Administrative Agent, other than any entity that
becomes a Subsidiary of the Company as a result of the Company's acquisition or receipt of equity interests in such entity as
a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving
a Portfolio Investment or any obligor thereunder or issuer thereof;


 


(j)                
shall not fail to remain Solvent;


 


(k)               
shall ensure that no ERISA Event occurs;


 


(l)                
shall take all actions necessary to maintain good and marketable title to the Portfolio Investments and the other Collateral,
subject to only Permitted Liens;


 


(m)              
shall promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of
the following financial statements, reports and information: (i) as soon as available and in any event within one hundred
and twenty (120) days after the end of each fiscal year of Parent (beginning with the fiscal year ended December 31,
2019), consolidated audited financial statements of Parent, audited by a firm of nationally recognized independent public accountants,
as of the end of such fiscal year, (ii) as soon as available and in any event within sixty (60) days after the end of each
of the first three fiscal quarters of each fiscal year of Parent (beginning with the fiscal quarter ended June 2019), quarterly
unaudited financial information of Parent and (iii) from time to time, such other information or documents (financial or
otherwise) as the Administrative Agent or the Required Financing Providers may reasonably request;


 






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(n)               
shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments
and other governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company; provided
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge,
(i) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which
disputed amounts adequate reserves in accordance with GAAP have been made or (ii) the failure of which to pay or discharge
could not reasonably be expected to have a material adverse effect on the Company;


 


(o)               
shall (x) permit the Administrative Agent to inspect its books and records during normal business hours with at least one
(1) Business Day's prior written notice and (y) answer questions from the Administrative Agent and otherwise consult with the
Administrative Agent with respect to any Portfolio Investment, and use reasonable efforts to cause any party to the Sourcing Agreement
and the Voting Agreement requested by the Administrative Agent to participate in any such consultation, with at least five (5)
Business Day's prior written notice specifying in reasonable detail the subject matter to be discussed and the initial questions
to be posed by the Administrative Agent;


 


(p)               
except as expressly set forth herein, shall not make any Restricted Payments without the prior written consent of the Administrative
Agent; provided that (i) the Company may make Permitted Distributions and (ii) the Company may make Restricted
Payments from the Excluded Permitted Distribution Account, in either case, without such consent;


 


(q)               
shall not make or hold any Investments, except the Portfolio Investments or Investments (A) constituting Eligible
Investments, (B) that have been consented to by the Administrative Agent and (C) those the Company shall have acquired
or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding
involving a Portfolio Investment, Eligible Investment or any issuer thereof;


 


(r)                
shall not enter into any agreement which prohibits the creation or assumption of any Lien upon its properties, revenues
or assets, whether now owned or hereafter acquired, other than the Loan Documents;


 


(s)               
shall not request any Advance, and the Company shall not directly, or to the knowledge of the Company, indirectly, use,
and shall procure that its agents shall not directly, or to the knowledge of the Company, indirectly, use the proceeds of any
Advance (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner
that would result in the violation of any Sanctions applicable to any party hereto;


 


(t)                
shall not purchase or otherwise acquire or receive as a distribution any commodities or any fee interest in real property
or any equivalent interest in real property under any applicable law, except for such commodities or fee interest in real property
as the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring
or similar process or proceeding involving a Portfolio Investment or any issuer thereof; provided that the Company shall
disclose such acquisition or receipt of any such commodities or fee interest in real property to the Administrative Agent promptly
following the acquisition or receipt thereof;


 






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(u)               
shall post on a password protected website maintained by the Company to which the Administrative Agent will have access
or deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, to the extent
received by the Company pursuant to the underlying loan documents in respect of each Portfolio Investment, the complete financial
reporting package with respect to the related obligor (including any financial statements, management discussion and analysis,
executed covenant compliance certificates and related covenant calculations with respect to such obligor) and the annual budget
provided to the Company, which delivery or posting shall be within five (5) Business Days of the Company's receipt of such information;
provided that, with respect to any Portfolio Investment, to the extent that the Company has previously identified in writing
to the Administrative Agent the names of the "disqualified lenders" (or similar term) pursuant to the documentation
for such Portfolio Investment, neither the Administrative Agent nor any Lender shall provide any information provided to the Administrative
Agent pursuant to this Section 6.02(u) with respect to such Portfolio Investment to any Lender or Participant (in any case,
other than JPMCB or any of its Affiliates) who is such a "disqualified lender" (or similar term) with respect to such
Portfolio Investment; provided, further, that the Administrative Agent shall be permitted to disclose to the Lenders
and Participants the identities of the "disqualified lenders" (or similar term) for each Portfolio Investment;


 


(v)               
shall be treated as a disregarded entity for U.S. federal income tax purposes and will preserve and maintain such
status, the Company will not take any action inconsistent with treating its income as income of its sole owner for United States
federal income tax purposes, and the Company will procure that its sole owner complies with any United States federal withholding
tax obligations of its sole owner;


 


(w)              
on or before the Payment Date in April in each calendar year, shall deliver to the Administrative Agent an officer's certificate
of the Company stating that, having made reasonable inquiries and to the best of the knowledge, information and belief of the
Company, there does not exist, as of a date not more than five (5) days prior to the date of the officer's certificate, nor
has there existed at any time prior thereto since the date of the last officer's certificate, any Default hereunder, or, if there
has been a Default hereunder, specifying each such Default and the nature and status thereof;


 


(x)               
shall ensure that each Approval Request submitted for approval to the Administrative Agent pursuant to Section 1.02
hereof shall be a good faith request by the Company for approval of such Approval Request; and


 


(y)               
promptly upon any officer of the Company obtaining knowledge (i) of any condition or event that constitutes a Default
or an Event of Default or that notice has been given to the Company with respect thereto, (ii) that any Portfolio Investment
would have failed to satisfy the Eligibility Criteria pursuant to clause (5) or (13) of Schedule 4 but for any "SunGard"
or "certain funds" provisions in the related commitment letter and (iii) that any Portfolio Investment fails at any
time to satisfy the Eligibility Criteria, a certificate of an authorized officer of the Company specifying the nature and period
of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature
of such claimed Event of Default, Default, default, event or condition, and what action the Company has taken, is taking and proposes
to take with respect thereto. Without duplication of any of the foregoing, the Company shall provide a copy of any material written
notice received by it from any obligor in respect of a Portfolio Investment within five (5) Business Days of the Company's receipt
thereof.


 






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Section
6.03        Separate
ExistenceSection 6.04. The Company shall not:


 





(a)               
commingle its assets with the assets of its sole member, of the Parent, of any of their respective Affiliates or of any
other Person or fail to hold its assets in its own name or in the name of a trustee, custodian or other agent on its behalf;


 


(b)               
fail to maintain its records and accounts, separate and apart from those of any other Person and in a manner that will
be sufficient, among other things, to permit the Company to identify and account for its assets and liabilities separately from
the assets and liabilities of its sole member, of the Parent, of any of their respective Affiliates or of any other Person;


 


(c)               
incur any indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than
the Financings and other obligations owing under the Loan Documents, except for fees, expenses, and trade and other payables incurred
in the ordinary course of its business which are paid when due;


 


(d)               
guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person;


 


(e)               
pledge or permit the pledge of its assets to secure the obligations of any Person other than the Company or otherwise make
any of its assets available to satisfy the claims of any creditor of any Person other than the Company;


 


(f)                
fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character
and in light of its contemplated business operations;


 


(g)               
fail to pay its debts, liabilities and expenses only from its own funds and other assets;


 


(h)               
fail to correct any known misunderstandings regarding the separate identity of the Company from its sole member, the Parent,
any of their respective Affiliates or any other Person;


 


(i)                
fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct
its business solely in its own name in order not (i) to mislead others as to the identity with which such other Person is transacting
business, or (ii) to suggest that it is responsible for the debts of any third party (including its sole member, the Parent, any
of their respective Affiliates or any other Person);


 


(j)                
fail to act solely in its own name and through its sole member (in its capacity as the managing member of the Company)
or its duly authorized officers, authorized signatories or agents in the conduct of its business;


 


(k)               
except as may be required by the Code and regulations thereunder or other applicable state or local tax law, hold itself
out as or be considered as a department or division of its sole member, the Parent, of any of their respective Affiliates or of
any other Person;


 


(l)                
fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except
as may be required by the Code and the regulations thereunder, and fail to pay any taxes required to be paid under applicable
law;


 






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(m)              
fail to maintain proper books of record and account in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the assets and business of the Company, separate and
apart from those of any other Person, provided, however, that the Company’s assets may be included in a consolidated
financial statement of its Parent, provided that (a) appropriate notation shall be made on such consolidated financial
statements to indicate the separateness of the Company from the Parent and to indicate that the Company’s assets and credit
are not available to satisfy the debts and other obligations of the Parent or any other Person (other than the Company) and (b) such
assets shall also be listed on the Company’s own separate balance sheet;


 


(n)               
fail to either maintain a sufficient number of officers, authorized signatories or other personnel, and/or engage sufficient
service providers, agents or other Persons (including the Parent or Affiliate thereof), in light of its contemplated operations;


 


(o)               
fail to allocate fairly and reasonably any overhead expenses that are shared with any Parent Entity or any of their respective
Affiliates;


 


(p)               
to the extent used in its business, fail to use separate stationery, invoices, and checks bearing its own name;


 


(q)               
acquire obligations or securities of, or make any loans or advances to, or pledge its assets for the benefit of any Parent
Entity or any of their respective Affiliates.


 


(r)                
except pursuant to the HoldCo LLC Agreement, the Master Contribution Agreement, the Master Assignment Agreement, the Relationship
Agreement or the Sourcing Agreement or as may be permitted or required by the Loan Documents, enter into any contract or agreement
with any Parent Entity or any of their respective Affiliates, except upon terms and conditions that are commercially reasonable
and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with unrelated
third parties; provided that nothing in this clause (r) shall prohibit (w) a Permitted Distribution, (x) a transfer
out of the Excluded Permitted Distribution Account, (y) the sale of Portfolio Investments to Antares or an Affiliate thereof exercising
its buyout rights in accordance with Annex A of the Relationship Agreement or (z) the assignment of Portfolio Investments pursuant
to the Redemption and Assignment;


 


(s)               
to the fullest extent permitted by applicable law and except as permitted by the Amended and Restated Limited Liability
Company Agreement of the Company, seek its dissolution or winding up in whole or in part;


 


(t)                
fail to observe applicable Delaware limited liability company formalities or fail to comply with the Amended and Restated
Limited Liability Company Agreement of the Company;


 


(u)               
fail to maintain the Company’s minutes, resolutions, written consents and other actions authorizing the transactions
entered into by the Company as its official records, in a manner that permits them to be separately identified from the records
of each Parent Entity and any Affiliate thereof; or


 


(v)               
fail at any time to have at least one (1) Independent Manager except while a vacancy is being filled as required by the
Amended and Restated Limited Liability Company Agreement of the Company.


 


Section
6.04       
Amendments, Etc. The Company shall be permitted to enter into any amendment, supplement, consent, waiver or other modification
of any Portfolio Investment (including, for the avoidance of doubt, any Portfolio Investment denominated in a Permitted Non-USD
Currency) or any related Underlying Instrument or rights thereunder (each, an "Amendment") in its sole discretion,
without the consent of the Administrative Agent. If an Amendment has been entered into, the Company will give prompt (and in any
event, not later than three (3) Business Days') notice thereof to the Administrative Agent. In any such event, the Company
shall exercise all voting and other powers of ownership relating to such Amendment or the exercise of such rights or remedies
as it shall deem appropriate under the circumstances unless an Event of Default has occurred and is continuing or a Market Value
Cure Failure has occurred. If an Event of Default has occurred and is continuing or a Market Value Cure Failure has occurred,
then, notwithstanding anything herein to the contrary, (a) the Company will exercise all voting and other powers of ownership,
including consent to any Amendment, with the prior written consent of the Administrative Agent (it being understood that (x) if
the terms of the related Underlying Instrument expressly prohibit or restrict any such rights given to the Administrative Agent,
then such right shall be limited to the extent necessary so that such prohibition or restriction is not violated and (y) the
Administrative Agent shall not take direction with any action with regard to any Portfolio Investment from any Lender that the
Administrative Agent knows is a "disqualified lender" (or similar term) pursuant to the documentation for such Portfolio
Investment); provided that the foregoing shall not apply to JPMCB or any of its Affiliates as a Lender hereunder and (b) the
Company shall not take any action with respect to any Portfolio Investment (including, for the avoidance of doubt, any Portfolio
Investment denominated in a Permitted Non-USD Currency) that is inconsistent with (and it agrees that it will not vote or otherwise
exercise powers of ownership pertaining thereto in any manner that is inconsistent with) the terms of this Agreement.


 






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Article
VII

EVENTS OF DEFAULT


 


If any of the following events ("Events
of Default") shall occur:


 


(a)               
the Company shall fail to pay (i) any principal amount owing by it in respect of the Secured Obligations when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise
or (ii) any other amount in respect of the Secured Obligations (whether for interest, fees or other amounts owing by it)
within three (3) Business Days of when such amount becomes due and payable; provided, in the case of clause (ii),
if such failure results solely from an administrative error or omission by either Agent or the Collateral Administrator, such
period shall be extended to a total of five (5) Business Days; or


 


(b)               
any representation or warranty made or deemed made by or on behalf of the Company in any of the Loan Documents or any amendment
or modification thereof or waiver thereunder, or in any report, certificate, or other document furnished thereunder or in connection
therewith or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect or misleading in any
material respect when made or deemed made and if such breach is capable of being remedied, such failure shall not have been remedied
or waived within thirty (30) days after the earlier of (i) receipt by the Company of written notice of such failure
from the Administrative Agent and (ii) an officer of the Company becoming aware of such failure; or


 


(c)               
(A) the Company shall fail to observe or perform any covenant contained in Sections 6.02(b), (c), (d), (e), (f), (i),
(j), (p), (q), (r), (s), (t), (u), (y)(i) or (y)(ii) or any obligation set forth in Section 2.03(e), or (B) the Company
shall fail to observe or perform any other covenant, condition or agreement contained herein (it being understood that the failure
of a Portfolio Investment to satisfy the Concentration Limitations after the date of its purchase shall not constitute such a
failure) and, in the case of this clause (B), if such failure is capable of being remedied, such failure shall not have been
remedied or waived within thirty (30) days after the earlier of (i) receipt by the Company of written notice of such
failure from the Administrative Agent and (ii) an officer of the Company becoming aware of such failure; or


 






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(d)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Company 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 Company or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or
ordering any of the foregoing shall be entered; or


 


(e)               
the Company 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 (d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company 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 in contemplation or for the purpose of effecting any of the foregoing; or


 


(f)                
the Company shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
or


 


(g)               
the Company shall fail to observe or perform any covenant contained in Section 6.03 and, as a result of such failure, Dechert
LLP or another law firm of nationally recognized standing would be unable to deliver a substantive non-consolidation opinion with
respect to the Company and HoldCo.; or


 


(h)               
the passing of a resolution by the equity holders of the Company (or any comparable action under the laws of the Company's
corporate domicile) in respect of the winding up on a voluntary basis of the Company; or


 


(i)                
any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction
for the payment of money in an aggregate amount in excess of $5,000,000 (after giving effect to insurance, if any, available with
respect thereto) shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed
for a period of thirty (30) days after the date on which the right to appeal has expired; or


 


(j)                
an ERISA Event occurs; or


 


(k)               
a Change of Control occurs; or


 


(l)                
the LTV Ratio is greater than 75% and such condition persists for five (5) consecutive Business Days after notice
thereof is provided to the Company by the Administrative Agent; or


 


(m)              
the Collateral Agent fails to have a valid first priority perfected security interest in the Collateral (other than a temporary
failure to have such a security interest in an immaterial portion of Collateral received in connection with a workout, insolvency,
foreclosure or similar event with respect to an obligor of a Portfolio Investment if such Collateral cannot be Delivered contemporaneously
with the receipt thereof by the Borrower or if a security interest in such Collateral cannot be perfected under Articles 8 and
9 of the UCC); or


 






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(n)               
any Person makes a claim in writing against the Company or the Collateral for payment on amounts arising out of any action
or omission of the Company, or in respect of any other damages or liability of any kind in respect to acts, omissions or circumstances
in respect of the Company, prior to the Effective Date, and the same shall remain unsatisfied, undischarged or unbonded for a
period of thirty (30) days after the date on which the Company receives written notice of such claim; provided that
to the extent that the Company makes any payment or posts any bond on any such claim, any related payment shall be made solely
from the Excluded Permitted Distribution Account; or


 


(o)               
the Company shall fail to pay the amounts set forth in Section 4.03(d)(ii) in accordance with the terms thereof;


 


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


 


Article
VIII

ACCOUNTS; COLLATERAL SECURITY


 


Section
8.01        The
Accounts; Agreement as to Control.


 


(a)               
Establishment and Maintenance of Accounts.


 


(i)                
The Company has directed and the Intermediary hereby acknowledges that it has established (1) an account designated
as the "Custodial Account"; (2) an account designated as the "Interest MV Cure Account";
(3) an account designated as the "Principal MV Cure Account"; (4) an account designated as the "Interest
Collection Account"; (5) an account designated as the "Principal Collection Account"; (6) an
account designated as the "Proceeds Collection Account" (the Custodial Account, the Interest MV Cure Account,
the Principal MV Cure Account, the Interest Collection Account, the Principal Collection Account and the Proceeds Collection Account,
each, a "Collateral Account" and, collectively, the "Collateral Accounts"); and (7) an
account designated as the "Excluded Permitted Distribution Account" (together with the Collateral Accounts, the
 "Accounts" and, each, an "Account"), and the account numbers for the Accounts are set forth
on the Transaction Schedule. In addition, on or prior to the First Amendment Date, the Company shall direct the Intermediary to
establish an account designated as the "Unfunded Exposure Account" into which the Company is required to deposit
amounts pursuant to Section 2.03(e), and upon such request the Securities Intermediary shall establish such account, which
shall comprise an "Account" and a "Collateral Account" for all purposes hereunder. In addition, the Company
hereby directs the Intermediary to establish one or more Permitted Non-USD Currency Accounts for the purposes of holding cash
and Eligible Investments denominated in each Permitted Non-USD Currency pursuant to the terms hereof. Each of the Accounts shall
be comprised of a "securities account" and such subaccounts as the Intermediary may determine to be necessary or convenient
for the administration of the Accounts. The Company may (x) make deposits into any Account other than deposits from Principal
Proceeds and Interest Proceeds and (y) make transfers from the Excluded Permitted Distribution Account to any Collateral Account
or to any Person. The Intermediary agrees to maintain each of the Accounts as a "securities intermediary" (within the
meaning of Section 8-102(a)(14) of the UCC) and (to the extent that any Account is re-characterized as a deposit account)
as a "bank" (within the meaning of Section 9-102(a)(8) of the UCC), in each case in the name of the Company subject
(other than in the case of the Excluded Permitted Distribution Account) to the Lien of the Collateral Agent under this Agreement,
and agrees not to change the name or account number of any Collateral Account without the prior consent of the Collateral Agent
(acting at the written direction of the Administrative Agent). The Intermediary hereby certifies that it is a bank or trust company
that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts
in the name of the Company.


 






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(ii)              
Nothing herein shall require the Securities Intermediary to credit to any Account or to treat as a financial asset (within
the meaning of Section 8-102(a)(9) of the UCC) any asset in the nature of a general intangible (as defined in Section 9-102(a)(42)
of the UCC) or to "maintain" a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC). Notwithstanding
any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in loans may be acquired
and delivered by the Company to the Securities Intermediary or the Collateral Agent from time to time that are not evidenced by,
or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102) or an instrument (as that term is
defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Collateral Agent of a facsimile
or electronic copy of an assignment agreement ("Loan Assignment Agreement") in favor of the Company as assignee,
(b) any such Loan Assignment Agreement (and the registration of the related loan on the books and records of the applicable
obligor or bank agent) shall be registered in the name of the Company and (c) any duty on the part of the Securities Intermediary
or Collateral Agent with respect to such loan (including in respect of any duty it might otherwise have to maintain a sufficient
quantity of such loan for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Collateral
Agent in the physical custody of any such Loan Assignment Agreement that may be delivered to it. It is acknowledged and agreed
that neither the Collateral Agent nor the Intermediary is under a duty to examine underlying credit agreements or loan documents
to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness
or completeness thereof), or for the issuer's title to any related loan.


 


(b)               
Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each
Account shall be a "securities account" (within the meaning of Section 8-501(a) of the UCC), (2) all property
credited to any Account shall be credited to the respective securities account and shall be treated as a financial asset for purposes
of Article 8 of the UCC, (3) the Collateral Agent is the "entitlement holder" (within the meaning of Section 8-102(a)(7)
of the UCC) and (4) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise
the rights that comprise each financial asset credited to each Collateral Account. The parties hereto agree that (x)  with
respect to the Collateral Accounts, the Securities Intermediary will comply only with entitlement orders or other instructions
originated by the Collateral Agent and no other Person (and without further consent by any other Person) and (y) the Collateral
Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Collateral
Account. The only permitted withdrawals from the Collateral Accounts shall be in accordance with the provisions of this Agreement.


 






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(c)               
Subordination of Lien, Etc. If the Intermediary has or subsequently obtains by agreement, operation of law
or otherwise a security interest in any Collateral Account or any security entitlement credited thereto, the Intermediary hereby
agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The property credited
to any Collateral Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person
other than the Collateral Agent (except that the Intermediary may set-off (1) all amounts due to the Intermediary in respect
of its customary fees and expenses for the routine maintenance and operation of the Collateral Accounts, and (2) the face
amount of any checks which have been credited to any Collateral Account but are subsequently returned unpaid because of uncollected
or insufficient funds).


 


(d)               
Property Registered, Indorsed, etc. to Securities Intermediary. All securities or other property underlying
any financial assets credited to any Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities
Intermediary in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in
no case will any financial asset credited to any Account be registered in the name of the Company, payable to the order of the
Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed to the Securities
Intermediary or in blank.


 


(e)               
Control of Permitted Non-USD Currency Accounts. Except as otherwise expressly provided herein, the Collateral Agent
will be exclusively entitled to exercise the rights that comprise each financial asset (including cash) credited to or deposited
in each Permitted Non-USD Currency Account. The parties hereto agree that the Intermediary shall act only on entitlement orders
or other instructions with respect to the Permitted Non-USD Currency Accounts originated by the Collateral Agent and no other
Person (and without further consent by any other Person); and the Collateral Agent, for the benefit of the Secured Parties, shall
have exclusive control and the sole right of withdrawal over each Permitted Non-USD Currency Account. The only permitted withdrawals
from the Permitted Non-USD Currency Accounts shall be in accordance with the provisions of this Agreement.


 


(f)                
Jurisdiction; Governing Law of Accounts. The establishment and maintenance of each Account and all interests, duties
and obligations related thereto shall be governed by the law of the State of New York and the "securities intermediary's
jurisdiction" (within the meaning of Section 8-110 of the UCC) with respect to the securities accounts and (to the extent
that any Account is re-characterized as a deposit account) the "bank's jurisdiction" (within the meaning of Section 9-304
of the UCC) shall be the State of New York. The parties further agree that the law applicable to all of the issues in Article
2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall
be the law of the State of New York. Terms used in this Section 8.01 without definition have the meanings given to them in
the UCC.


 


(g)               
No Duties. The parties hereto acknowledge and agree that the Intermediary shall not have any additional duties other
than those expressly set forth in this Section 8.01, and the Intermediary shall satisfy those duties expressly set forth
in this Section 8.01 so long as it acts without gross negligence or willful misconduct. Without limiting the generality of
the foregoing, the Intermediary shall not be subject to any fiduciary or other implied duties, and the Intermediary shall not
have any duty to take any discretionary action or exercise any discretionary powers. In the event the Securities Intermediary
receives instructions from the Company to effect a securities transaction as contemplated in 12 CFR 12.1, the Company acknowledges
that upon its written request and at no additional cost, it has the right to receive the notification from the Securities Intermediary
after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Company agrees that, absent specific request,
such notifications shall not be provided by the Securities Intermediary hereunder, and in lieu of such notifications, the Securities
Intermediary shall make available periodic account statements in the manner required by this Agreement.


 






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(h)               
Ownership of Collateral Accounts; Tax Forms. For the avoidance of doubt, each Collateral Account (including income,
if any, earned on the investments of funds in such Collateral Account) will be owned by the Company, for federal income tax purposes.
The Company is required to provide to the Securities Intermediary (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than
the date of this Agreement, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other
documentation at such time or times required by applicable law or upon the reasonable request of the Securities Intermediary as
may be necessary (x) to reduce or eliminate the imposition of U.S. withholding taxes and (y) to permit the Securities Intermediary
to fulfill its tax reporting obligations under applicable law with respect to the Collateral Accounts or any amounts paid to the
Company. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, the Company
shall timely provide to the Securities Intermediary accurately updated and complete versions of such IRS forms or other documentation.
Wells Fargo Bank, National Association, both in its individual capacity and in its capacity as Securities Intermediary, shall have
no liability to the Company or any other person in connection with any tax withholding amounts paid or withheld from the Collateral
Accounts pursuant to applicable law arising from the Company's failure to timely provide an accurate, correct and complete IRS
FormW-9 or an appropriate IRS FormW-8, as applicable, or such other documentation contemplated under this paragraph. For the avoidance
of doubt, no funds shall be invested with respect to such Collateral Accounts absent the Securities Intermediary having first received
the IRS forms and other documentation required by this paragraph.


 


Section
8.02        Collateral
Security; Pledge; Delivery.


 


(a)                Grant
of Security Interest. As collateral security for the prompt payment in full when due of all the Company's obligations to
the Agents, the Lenders, the Collateral Administrator and the Intermediary (collectively, the "Secured
Parties") under this Agreement (collectively, the "Secured Obligations"), the Company hereby
pledges, assigns, hypothecates, charges, mortgages, delivers and transfers the Collateral to the Collateral Agent, including
a continuing security interest in favor of the Collateral Agent in all of the Company's right, title and interest in, to and
under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles,
general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights,
investment property, and any and all other property of any type or nature owned by it (other than the Excluded Permitted
Distribution Account and all investments, obligations and other property from time to time credited thereto) (all of the
property described in this clause (a) being collectively referred to herein as "Collateral"),
including: (1) each Portfolio Investment, (2) the Collateral Accounts and the Permitted Non-USD Currency Accounts
and all investments, obligations and other property from time to time credited thereto, (3) all rights of the Company under
the Master Contribution Agreement and the Master Assignment Agreement, (4) all other property of the Company (other than
(x) the Excluded Permitted Distribution Account and all investments, obligations and other property from time to time
credited thereto and (y) all rights of the Company under the Sourcing Agreement) and (5) all proceeds thereof, all
accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any
thereof; provided, however, the Company shall pledge 65% of all classes of equity interests entitled to vote
and 100% of all non-voting equity interests of any first-tier Foreign Subsidiary that is a CFC or any first-tier Foreign
Holdco and shall not be required to pledge any other equity interests of a CFC, any Foreign Holdco or any Subsidiary of a
CFC.


 






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(b)               
Delivery and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall
(1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company and (2) if any of the
securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as
is necessary to ensure the Collateral Agent's continuing perfected security interest in such Collateral (including Delivering such
securities, monies or other property to the Collateral Agent).


 


(c)               
Remedies, Etc. During the period in which an Event of Default shall have occurred and be continuing, the Collateral
Agent shall (but only if and to the extent directed in writing by the Required Financing Providers) do any of the following:


 


(1)               
Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral),
under the laws of Canada and each applicable province thereof and under the laws of each other Eligible Jurisdiction and also may,
without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale,
at any of the Collateral Agent's offices or elsewhere, for cash, or (in the case of a Lender) as a credit against amounts owed
to such Lender, and upon such other terms as the Collateral Agent (acting at the direction of the Required Financing Providers)
may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten
(10) days' prior notice to the Company of the time and place of any public sale or the time after which any private sale is
to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral
regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to
which it was so adjourned.


 


(2)               
Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof.


 


(3)               
Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof,
or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature
of any party with respect thereto.


 


(4)               
Endorse any checks, drafts, or other writings in the Company's name to allow collection of the Collateral.


 


(5)               
Take control of any proceeds of the Collateral.


 


(6)               
Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments
of conveyance or transfer with respect to all or any of the Collateral.


 


(7)               
Perform such other acts as may be required to do to protect the Collateral Agent's rights and interest hereunder.


 






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In connection with the sale of Portfolio Investments
by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions
set forth in Section 1.04(b) regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder.


 


After the termination of the Financing Commitments
and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall
be delivered to the Company.


 


(d)               
Compliance with Restrictions. The Company agrees that in any sale of any of the Collateral whenever an Event of Default
shall have occurred and be continuing, the Collateral Agent is hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including
compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective
bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent
and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority
or official, and the Company further agrees that such compliance shall not, in and of itself, result in such sale being considered
or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to
the Company for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation
or restriction.


 


(e)               
Private Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part
thereof, at any private sale pursuant to clause (c) above. The Company hereby waives any claims against each Agent and Financing
Provider arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale.


 


(f)                
Collateral Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as the Company's attorney-in-fact
(it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this
appointment), with full authority in the place and stead of the Company and in the name of the Company, from time to time in the
Collateral Agent's discretion (exercised at the written direction of the Administrative Agent or the Required Financing Providers,
as the case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute
any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish
the purposes of this Agreement. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant
to this clause is irrevocable during the term of this Agreement and is coupled with an interest.


 


(g)               
Further Assurances. The Company covenants and agrees that, from time to time upon the request of the Collateral Agent
(as directed by the Administrative Agent), the Company will execute and deliver such further documents, and do such other acts
and things as the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect the
purposes of this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder or
to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.


 


(h)                Termination.
Upon the payment in full in cash of all Secured Obligations, the security interest granted herein shall automatically (and
without further action by any party) terminate and all rights to the Collateral shall revert to the Company. Upon any such
termination, the Collateral Agent will, at the Company's sole expense, deliver to the Company, or cause the Intermediary to
deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments
representing or evidencing all of the Collateral held by the Intermediary hereunder, and execute and deliver to the Company
or its nominee such documents as the Company shall reasonably request to evidence such termination.


 






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Section
8.03        Capital
Contributions. HoldCo may, from time to time in its sole discretion, (x) deposit amounts into the Principal Collection Account
or a Permitted Non-USD Currency Account, as applicable, and/or (y) transfer Eligible Investments or Portfolio Investments, in each
case, as equity contributions to the Company. All such amounts will be included in each applicable compliance calculation under
this Agreement, including, without limitation, calculation of the Net Asset Value and the LTV Ratio.


 


Section
8.04        Accountings.
The Collateral Administrator shall compile and provide to the Agents, the Lenders and the Company, (a) (i) not later than
three (3) Business Days prior to the 20th calendar day of each calendar month, (ii) on the date any Advance is
made with respect to the purchase of any Portfolio Investment and (iii) at such other times as may be agreed by the Administrative
Agent and the Collateral Administrator, a Portfolio concentration report in a form to be agreed by the Administrative Agent and
the Collateral Administrator, (b) on each Business Day, a daily Portfolio holding report (each, a "Daily Portfolio
Holding Report") substantially in the form of Exhibit B-1 hereto, (c) on each Business Day, a daily cash balances
report in a form to be agreed by the Administrative Agent and the Collateral Administrator, which report shall include the Spot
Rate for such day and (d) as soon as reasonably practicable following the end of each calendar
quarter (and, in any event, not later than 15 calendar days following the end of such calendar quarter), commencing with the calendar
quarter ending in June 2019, a quarterly holdings report in the form of Exhibit B-2 hereto (a "Quarterly Holdings Report").
For the purposes of the Quarterly Holdings Report, calculations shall be made on the first day of each fiscal quarter utilizing
the most recent financial information received by the Company at least 15 days prior to such date.


 


Article
IX

THE AGENTS


 


Section
9.01        Appointment
of Administrative Agent and Collateral Agent. Each of the Financing Providers hereby irrevocably appoints each of the Agents
as its agent and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such
Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained herein
to the contrary notwithstanding, each Agent and each Financing Provider hereby agree that no Financing Provider shall have any
right individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and
remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the Secured
Parties in accordance with the terms of this Agreement.


 


Each financial institution serving as an Agent
hereunder shall have the same rights and powers in its capacity as a Financing Provider (if applicable) as any other Financing
Provider and may exercise the same as though it were not an Agent, and such financial institution and its affiliates may accept
deposits from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.


 






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No Agent shall have any duties or
obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent
shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,
(b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except
that the foregoing shall not limit any duty expressly set forth in this Agreement to include such rights and powers expressly
contemplated hereby that such Agent is required to exercise in writing as directed by (i) in the case of the Collateral
Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Financing Providers, or
(B) in all other cases, the Administrative Agent or (ii) in the case of any Agent, the Required Financing Providers
(or such other number or percentage of the Financing Providers as shall be necessary under the circumstances as provided
herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Company that is communicated to or obtained by the financial
institution serving in the capacity of such Agent or any of its affiliates in any capacity. The Collateral Agent shall not be
liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the
consent or at the request or direction of the Administrative Agent or the Required Financing Providers (or such other number
or percentage of the Financing Providers that shall be permitted herein to direct such action or forbearance). No Agent shall
be liable for any action taken or not taken by it (i) in the absence of its own gross negligence or willful misconduct
or (ii) with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral
Administrator and the Collateral Agent only) or the Required Financing Providers (or such other number or percentage of the
Financing Providers that shall be permitted herein to direct such action or forbearance). Each Agent shall be deemed not to
have knowledge of any matter (including any Default) unless a Responsible Officer of such Agent has actual knowledge or
receives written notice of such matter, and no Agent shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of
any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness, genuineness, value or sufficiency of this Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly
required to be delivered to such Agent. No Agent shall be required to risk or expend its own funds in connection with the
performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder.


 


Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction,
opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall
not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), 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 or be responsible for the misconduct or negligence of attorneys appointed
by it with due care.


 


In the event the Collateral Agent or the Collateral
Administrator shall receive conflicting instruction from the Administrative Agent and the Required Financing Providers, the instruction
of the Required Financing Providers shall govern. Neither the Collateral Administrator nor the Collateral Agent shall have any
duties or obligations under or in respect of any other agreement (including any agreement that may be referenced herein) to which
it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed to impose
a duty to act.


 


It is expressly acknowledged and agreed
that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty
to monitor or determine, compliance with the Eligibility Criteria (Schedule 4) or the Concentration Limitations
(Schedule 5) or the conditions to any purchase hereunder in any instance, or to determine if the conditions of
 "Deliver" have been satisfied or otherwise to monitor or determine compliance by any other person with the
requirements of this Agreement.


 






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Each Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents appointed by it; provided, however, that
any such sub-agent receiving payments from the Company shall be a "U.S. person" and a "financial institution"
within the meaning of Treasury Regulations Section 1.1441-1 No Agent shall be responsible for any misconduct or negligence
on the part of any sub-agent or attorney appointed by such Agent with due care. Each Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective affiliates and the respective directors, officers,
employees, agents and advisors of such person and its affiliates (the "Related Parties") for such Agent. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each 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 or Collateral Agent, as the case may be.


 


Subject to the appointment and acceptance
of a successor Agent as provided in this paragraph, each Agent may resign at any time by notifying the other Agents, the Financing
Providers and the Company. Upon any such resignation, the Required Financing Providers shall have the right (with, so long as no
Event of Default has occurred and is continuing or no Market Value Cure Failure has occurred, the consent of the Company) to appoint
a successor; provided, however, that any such successor receiving payments from the Company shall be a "U.S. person"
and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. If no successor
shall have been so appointed by the Required Financing Providers and shall have accepted such appointment within thirty (30) days
after the retiring Agent gives notice of its resignation, then the Administrative Agent may, on behalf of the Financing Providers,
appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an affiliate of any such
bank; provided, however, that any such successor receiving payments from the Company shall be a "U.S. person"
and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. If no successor
shall have been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after
the retiring Agent gives notice of its resignation, such Agent may petition a court of competent jurisdiction for the appointment
of a successor; provided, however, that any such successor receiving payments from the Company shall be a "U.S. person"
and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1. Upon the acceptance
of its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall
be discharged from its duties and obligations hereunder. After the retiring Agent's resignation hereunder, the provisions of this
Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent
or Collateral Agent, as the case may be.


 


Each Financing Provider acknowledges that
it has, independently and without reliance upon any Agent or any other Financing Provider 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 Financing Provider also
acknowledges that it will, independently and without reliance upon any Agent or any other Financing Provider 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 related agreement or any document furnished hereunder or thereunder.


 






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Anything in this Agreement notwithstanding,
in no event shall any Agent, the Collateral Administrator or the Intermediary be liable for special, indirect, punitive or consequential
loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator or the Intermediary,
as the case may be, has been advised of such loss or damage and regardless of the form of action.


 


Each Agent and the Collateral Administrator
shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator,
unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator
was grossly negligent in ascertaining the pertinent facts.


 


Each Agent and the Collateral Administrator
shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection
with this Agreement.


 


Each Agent and the Collateral Administrator
shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion,
report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder.


 


In the absence of gross negligence, willful
misconduct or bad faith on the part of the Agents, the Agents may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or other document furnished
to the Agents, reasonably believed by the Agents to be genuine and to have been signed or presented by the proper party or parties
and conforming to the requirements of this Agreement; but in the case of a request, instruction, document or certificate which
by any provision hereof is specifically required to be furnished to the Agents, the Agents shall be under a duty to examine the
same in accordance with the requirements of this Agreement to determine that it conforms to the form required by such provision.


 


No Agent shall be responsible for delays or
failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes,
lockouts, riots and acts of war. The protections set forth in this Section 9.01and Section 9.02 shall likewise be available
and applicable to the Intermediary and the Collateral Administrator.


 


Section
9.02        Additional
Provisions Relating to the Collateral Agent and the Collateral Administrator.


 


(a)               
Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction
of the Administrative Agent or the Required Financing Providers) for the maintenance, preservation or protection of any of the
Collateral or of its security interest therein, provided that the Collateral Agent shall have no obligation to take any
such action in the absence of such direction and shall have no obligation to comply with any such direction if it reasonably believes
that the same (1) is contrary to applicable law or (2) might subject the Collateral Agent to any loss, liability, cost
or expense, unless the Administrative Agent or the Required Financing Providers, as the case may be, issuing such instruction makes
provision satisfactory to the Collateral Agent for payment of same.


 






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(b)                Custody
and Preservation. The Collateral Agent is required to hold in custody and preserve any of the Collateral in its
possession pursuant to the terms of this Agreement and the standard of care set forth herein, provided that the
Collateral Agent shall be deemed to have complied with the terms of this Agreement with respect to the custody and
preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests at times
other than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent to
comply with any such request at any time shall not in itself be deemed a failure to comply with the terms of this Agreement.
The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any liens
thereon.


 


(c)               
Collateral Agent Not Liable. The Collateral Agent shall not be liable by reason of its compliance with the terms
of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses
attributable to the Collateral Agent's failure to make payments on investments issued by the Collateral Agent, in its commercial
capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as a result
of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral
Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties
to the Portfolio Investments or other Collateral.


 


(d)               
Certain Rights and Obligations of the Collateral Agent. Without further consent or authorization from any Financing
Providers, the Collateral Agent shall be deemed to have released, and is authorized to execute any documents or instrument necessary
to release, any lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted
by this Agreement or as otherwise permitted or required hereunder or to which the Required Financing Providers have otherwise consented.
Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on any of the
Collateral pursuant to a public or private sale, any Agent or Financing Provider may be the purchaser of any or all of such Collateral
at any such sale and the Collateral Agent, as agent for and representative of the Financing Providers (but not any Financing Provider
in its individual capacity unless the Required Financing Providers shall otherwise agree), shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by
the purchaser at such sale.


 


(e)               
Collateral Agent, Collateral Administrator and Intermediary Fees and Expenses. Subject to the Priority of
Payments, the Company agrees to pay to the Collateral Agent, the Intermediary and the Collateral Administrator such fees as agreed
to in a separate fee letter agreement between the Collateral Agent and the Company and acknowledged hereby by the Administrative
Agent and as may be subsequently modified as agreed among the Company, the Administrative Agent, the Collateral Agent, the Intermediary
and the Collateral Administrator in writing. Subject to the Priority of Payments, the Company further agrees to pay to the Collateral
Agent, the Intermediary and the Collateral Administrator, or reimburse the Collateral Agent, the Intermediary and the Collateral
Administrator for paying, reasonable and documented out-of-pocket expenses in connection with this Agreement and the transactions
contemplated hereby.


 


(f)                 Execution
by the Collateral Agent and the Collateral Administrator. The Collateral Agent and the Collateral Administrator are
executing this Agreement solely in their capacity as Collateral Agent and Collateral Administrator hereunder and in no event
shall have any obligation to make any Advance, provide any Financing or perform any obligation of the Administrative Agent
hereunder. Any organization or entity into which the Collateral Agent may be merged or converted or with which it may be
consolidated, any organization or entity resulting from any merger, conversion or consolidation to which the Collateral Agent
shall be a party and any organization or entity succeeding to all or substantially all of the corporate trust business of the
Collateral Agent shall be the successor Collateral Agent hereunder without execution or filing of any paper or any further
act of any of the parties hereto; provided that such surviving entity meets the requirements of a successor Collateral
Agent set forth in Section 9.01.


 






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(g)               
Information Provided to Collateral Agent and Collateral Administrator. Without limiting the generality of any terms
of this Section, neither the Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability
or unwillingness on the part of the Administrative Agent or the Company to provide accurate and complete information on a timely
basis to the Collateral Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and, absent
gross negligence, willful misconduct or bad faith, shall have no liability for any inaccuracy or error in the performance or observance
on the Collateral Agent's part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete
or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.


 


Article
X

MISCELLANEOUS


 


Section
10.01    Non-Petition.
Each of the Collateral Agent, the Intermediary and the Collateral Administrator hereby agrees not to commence, or join in the commencement
of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings,
in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after
the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties
hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek
and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy,
winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up,
liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding;
provided that such obligation shall be subject to the availability of funds therefor.


 


Section
10.02    Notices.


 


All notices and other communications in respect
hereof (including, without limitation, any modifications hereof, or requests, waivers or consents hereunder) to be given or made
by a party hereto shall be in writing (including by electronic mail or other electronic messaging system) to the other parties
hereto at the addresses for notices specified on the Transaction Schedule (or, as to any such party, at such other address
as shall be designated by such party in a notice to each other party hereto). All such notices and other communications shall be
deemed to have been duly given when transmitted by facsimile or personally delivered or, in the case of a mailed notice, upon receipt,
in each case given or addressed as aforesaid.


 


Section
10.03    No Waiver.
No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any
right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


Section
10.04    Expenses; Indemnity;
Damage Waiver.


 


(a)                Subject
to the Priority of Payments, the Company shall pay (1) all reasonable and documented out-of-pocket expenses
incurred by the Agents, the Collateral Administrator, the Intermediary and their respective Related Parties, including the
fees, charges and disbursements of counsel for the Agents, the Collateral Administrator and the Intermediary, in connection
with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and
documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Intermediary and the Lenders,
including the reasonable fees, charges and disbursements of any counsel for the Agents and one additional counsel for all
other Lenders (and local counsel), the Collateral Administrator and the Intermediary, in connection herewith, including the
enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, or in
connection with the Financings provided by them hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Financings.


 






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(b)               
Subject to the Priority of Payments, the Company shall indemnify the Agents, the Collateral Administrator, the Intermediary,
the Lenders 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, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations or the exercise of the parties thereto of their
respective rights or the consummation of the transactions contemplated hereby, (2) any Financing or the use of the proceeds
therefrom, or (3) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
(A) the gross negligence or willful misconduct of such Indemnitee and/or its Related Parties or (B) the material noncompliance
by the Administrative Agent or the Financing Providers of their respective obligations under this Agreement. This Section 10.04(b)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 


(c)               
To the extent permitted by applicable law, no party shall assert, and hereby waives, any claim against any other party,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement, instrument or transaction contemplated hereby,
any Financing or the use of the proceeds thereof.


 


Section
10.05    Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation,
a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Company, the Agents, the Required
Financing Providers, the Collateral Administrator, the Securities Intermediary and the Bank; provided, however, that
any amendment to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to
effectuate the purposes of Section 1.04 hereof following the occurrence and during the continuance of an Event of Default
or following the occurrence of a Market Value Cure Failure shall not be required to be executed by any party hereto; provided,
further, that the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 4
or Schedule 5 in its sole discretion.


 






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Section
10.06    Confidentiality.
Each Agent, the Collateral Administrator, the Intermediary and each Lender (and, with respect to the material terms of this
Agreement, the Company) agrees to maintain the confidentiality of the Information until the date that is two (2) years
after receipt of such Information (or, (1) with respect to Information relating to or provided by an obligor in respect
of a Portfolio Investment, for a period commencing upon receipt thereof and ending on the date on which the confidentiality
obligations of the Company with respect to such obligor terminate or (2) with respect to Information relating to the
financial and other material terms of this Agreement, until the date that is one (1) year after the Maturity Date),
except that Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (and, in the case of the Company, to Antares HoldCo and its
Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors) (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority
(including any self-regulatory authority), (iii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same
as those of this Section 10.06, to (x) any assignee of or Participant in (to the extent such Person is permitted to
become an assignee or Participant hereunder), or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Company and its obligations, (vii) with the consent of the Company (or the
Administrative Agent, in the case of a disclosure by the Company) or (viii) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section 10.06 by the delivering party or
its Affiliates or (y) becomes available to any Agent, the Collateral Administrator, the Intermediary or any Lender on a
nonconfidential basis from a source other than the Company. For the purposes of this Section 10.06, any Person required
to maintain the confidentiality of Information as provided in this Section 10.06 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. Nothing in this Section 10.06 shall be deemed to
prohibit the Company from disclosing, or permitting Parent or its Affiliates to disclose, general information concerning the
loan facility provided herein, including the existence of this Agreement, the identity of the lender, the size of the
commitments hereunder, the aggregate outstanding principal amount of the Advances, the permitted uses of the proceeds of
Advances, the non-call period applicable to this facility, the Maturity Date, the applicable interest rates and the amounts
of fees payable by the Company (which information shall not include any other specific terms of this Agreement, including,
without limitation, any such other specific terms set forth in the exhibits and schedules hereto) in securities offering
materials or financial reports to the extent that such disclosing party reasonably determines that such disclosure is
necessary or advisable to comply with its legal obligations in connection with the offering of securities (or, in the case of
financial reports, other applicable law). The Company shall provide a copy of any such disclosure in any securities offering
materials to the Administrative Agent as soon as reasonably practicable.


 


Section
10.07    Successors;
Assignments.


 


(a)               
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 the Company may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each Financing Provider (and any attempted assignment
or transfer by the Company without such consent shall be null and void). Except as expressly set forth herein, nothing in this
Agreement, expressed or implied, shall be construed to confer upon any person any legal or equitable right, remedy or claim under
or by reason of this Agreement.


  



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(b)               
Subject to the conditions set forth below, any Lender may assign to one or more (i) banks or other financial institutions
(or Affiliates thereof) or (ii) if an Event of Default has occurred and is continuing or a Market Value Cure Failure has occurred,
any Person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Financing Commitment
and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed)
of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment if
such assignment is to an Affiliate or affiliate fund or another Lender. Notwithstanding anything in this Section 10.07 to
the contrary, no assignment may be made to (x) any Disqualified Lender or (y) any person that, as of the date of such assignment,
has long-term unsecured credit ratings that are below the lower of (A) A3 from Moody's Investors Service, Inc. or A- from S&P
Global Ratings and (B) the then-current long term unsecured credit ratings assigned to JPMCB by such rating agencies, without the
consent of the Company unless an Event of Default has occurred and is continuing or a Market Value Cure Failure has occurred.


 


Assignments shall be subject to the following
additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender's rights and obligations under this Agreement; and (B) the parties to each assignment shall execute and deliver to
the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent and
shall include a representation by the assignee to the Company, the Administrative Agent and the assigning Lender that such assignee
is not a Disqualified Lender or an Affiliate of a Disqualified Lender.


 


Subject to acceptance and recording thereof
below, 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 as a Lender but shall continue
to be entitled to the benefits of Section 10.04).


 


The Administrative Agent, acting for this
purpose as an agent of the Company, shall maintain at one of its offices in the United States a copy of each assignment and assumption
delivered to it and the Register. The entries in the Register shall be conclusive absent manifest error, and the parties hereto
shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender and the owner of the amounts
owing to it hereunder as reflected in the Register for all purposes of this Agreement, notwithstanding notice to the contrary.
Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative
Agent shall accept such assignment and assumption and record the information contained therein in the Register.


 






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(c)                Any
Lender may, without the consent of the Company or the Administrative Agent, sell participations to one or more banks or other
Persons other than (unless the Company has consented, an Event of Default has occurred and is continuing or a Market Value
Cure Failure has occurred) a Disqualified Lender (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances owing to
it); provided that (1) such Lender's obligations under this Agreement shall remain unchanged, (2) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (3) the
Company, the Agents and the other Financing Providers shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and the Participant shall not be in privity with
the Company. Any agreement or instrument pursuant to which a Lender sells such a participation shall (i) include a
representation by the Participant that such Participant is not a Disqualified Lender or an Affiliate of a Disqualified Lender
and (ii) provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any Material Amendment that affects such Participant.
As used herein, "Material Amendment" means any amendment, modification or supplement to this Agreement that
(i) increases the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces
the rate or calculation basis of interest thereon, or reduces any fees payable hereunder, (iii) postpones the scheduled
date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable hereunder, or
reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing
Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments required hereby, or
(v) changes any of the provisions of this Section or the definition of "Required Financing Providers" or any
other provision hereof specifying the number or percentage of Financing Providers required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder.


 


(d)               
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant's
interest in the Advances or other obligations under this Agreement (the "Participant Register"); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other
obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such
commitment, loan, letter of credit or other obligation is in registered form for U.S. federal income tax purposes or such disclosure
is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and each Person
whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Participant
shall be entitled through the Lender granting such participation (and for the avoidance of doubt shall have no direct rights against
the Company) to the benefits of Sections 3.01(e) and 3.03 (subject to the requirements and limitations therein, including
the requirements under Section 3.03(f) (it being understood that the documentation required under Section 3.03(f) 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 (A) agrees to be subject to the provisions
of Section 3.04 as if it were an assignee under Section 10.07(b) and (B) shall not be entitled to receive any greater
payment under Sections 3.01(e) and 3.03, with respect to any participation, than its participating Lender would have
been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees to use reasonable
efforts to effectuate the provisions of Section 3.04(b) with respect to any Participant.


 


(e)                Notwithstanding
the foregoing, unless an Event of Default has occurred and is continuing or a Market Value Cure Failure has occurred, no
assignment may be made or participation sold to a Disqualified Lender without the prior written consent of the Company; provided
that inclusion as a Disqualified Lender shall not apply retroactively to disqualify any Persons that have previously acquired
an assignment or participation in the applicable Financing Commitment and Advances if such Person was not included as a
Disqualified Lender at the time of such assignment or participation; and provided, further, that,
notwithstanding anything to the contrary herein, the Administrative Agent shall be permitted to disclose to the Lenders and
Participants and to prospective Lenders and Participants (i) the identities of the Disqualified Lenders and (ii) the
definition of "Affiliate" in this Agreement. Notwithstanding anything to the contrary herein, the Company and the
Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or liability for monitoring or
enforcing the list of Disqualified Lenders or for any assignment made or participation sold to a Disqualified Lender unless
(i) such assignment or participation results from the Administrative Agent's gross negligence, bad faith or willful
misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (ii) such
assignment or participation results from a material breach of the Loan Documents by the Administrative Agent (as determined
by a court of competent jurisdiction in a final and non-appealable judgment).


 






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Section
10.08    Non-Recourse.
Notwithstanding any other provision of this Agreement or of any other Loan Document, the Secured Obligations are limited recourse
obligations of the Company, payable solely from the Collateral as applied in accordance with the Priority of Payments pursuant
to this Agreement and, on the exhaustion of the Collateral, all Secured Obligations of and all claims against the Company arising
under this Agreement or any other Loan Document or any transactions contemplated hereby or thereby shall be extinguished and shall
not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against any Affiliate,
shareholder, manager, officer, director, employee or member of the Company (solely in their capacities as such) or successors or
assigns for any amounts payable in respect of the Secured Obligations or this Agreement. It is understood that the foregoing provisions
of this Section 10.08 shall not (1) prevent recourse to the Collateral for the sums due or to become due under any security,
instrument or agreement which is part of the Collateral or (2) constitute a waiver, release or discharge of any Secured Obligation
until such Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further
understood that the foregoing provisions of this section shall not limit the right of any person to name the Company as a party
defendant in any Proceeding or in the exercise of any other remedy under this Agreement or any other Loan Document, so long as
no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against
any such person or entity. The Administrative Agent and the Financing Providers, in extending credit to the Company, have relied
on the existence of the Company as an entity separate and distinct from any other entity (including any shareholder, manager, officer,
director, employee or member of the Company) and are not treating the Company and any other Person, including, without limitation,
any Parent Entity, as one and the same entity, or as a single economic unit, and the Administrative Agent and the Financing Providers
are not relying on the assets or creditworthiness of any Person other than the Company for the repayment of the Advances and the
payment and performance of other obligations in respect of this Agreement and the other Loan Documents.


 


Section
10.09    Governing Law;
Submission to Jurisdiction; Etc.


 


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


 


(b)               
Submission to Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (collectively,
 "Proceedings"), each party hereto irrevocably (i) submits to the non-exclusive jurisdiction of the courts
of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives
any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim
that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings,
that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing
Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing
of Proceedings in any other jurisdiction.


 


(c)               
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 






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Section
10.10    Counterparts.
This Agreement may be executed in any number of counterparts by facsimile or other written form of communication including electronic
mail, each of which shall be deemed to be an original as against the party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.


 


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


 


Section
10.12    Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together
with all fees, charges and other amounts which are treated as interest on such Advance under Applicable Law (collectively the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received
or reserved by the Lender holding such Advance in accordance with Applicable Law, the rate of interest payable in respect of such
Advance hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Advance but were not payable as a result of the
operation of this Section 10.12 shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon
at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


Section
10.13    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in this Agreement or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Lender that is an EEA Financial Institution arising under this Agreement may be subject to the Write-Down
and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a) the application of any Write-Down and
Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender
that is an EEA Financial Institution; and


 


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


 


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


 


(2) a conversion of all, or a portion of, such liability
into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that
may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it
in lieu of any rights with respect to any such liability under this Agreement; or


 


(3) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.


 






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As used herein:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  


[remainder of page intentionally blank]


 






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


 


	 	BCSF COMPLETE FINANCING SOLUTION LLC, as Company
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






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