Exhibit 10.1


 


EXECUTION COPY


 


FIRST AMENDMENT


TO SENIOR SECURED REVOLVING CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of November 21, 2014 (this “Amendment”), to the Existing
Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article
I) is among STELLUS CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS
party hereto and SUNTRUST BANK, as Administrative Agent.


 


WITNESSETH:


 


WHEREAS, the Borrower,
the Lenders and the Administrative Agent are parties to the Senior Secured Revolving Credit Agreement, dated as of November 13,
2012 (the “Existing Credit Agreement”; as amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrower
wishes to prepay in full the pro rata portion of the Loans and other obligations owing to State Street Bank and Trust Company
(“State Street”), in its capacity as a Lender, under the Existing Credit Agreement with a corresponding termination
of State Street’s Commitment under the Existing Credit Agreement; and


 


WHEREAS, the Borrower
has requested that the Lenders agree to amend, and waive compliance with certain provisions of, the Existing Credit Agreement,
and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to agree to the amendment and waiver
set forth below and the other terms hereof;


 


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


 


ARTICLE
I


 


DEFINITIONS


 


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


 


“Amendment”
is defined in the preamble.


 


“Applicable
Defaults” is defined in Section 3.1.


 


“Borrower”
is defined in the preamble.


 


“Credit Agreement”
is defined in the first recital.


 




    	 



    	 



    

 


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


 


“First Amendment
Effective Date” is defined in Article V.


 


“Specified
Portfolio Investment” is defined in Section 3.1.


 


“State Street”
is defined in the second recital.


 


“State Street
Prepayment” is defined in Article II.


 


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


 


ARTICLE
II


 


State
Street Prepayment


 


State Street hereby
(a) acknowledges that it will cease to be a Lender under the Existing Credit Agreement upon its receipt of payment in full in immediately
available funds of (i) its Revolving Credit Exposure as of the date of such payment and (ii) any accrued interest and fees on its
Revolving Credit Exposure or its Commitment as of the date of such payment (the “State Street Prepayment”) and
(b) agrees that, upon State Street’s receipt of the State Street Prepayment, the Borrower shall have no further liability
or obligations to State Street under the Existing Credit Agreement and the other Loan Documents (except with respect to those provisions
of the Existing Credit Agreement which by their express terms survive the termination of the Existing Credit Agreement). Each of
the parties hereto hereby consents to the State Street Prepayment and agrees that upon State Street’s receipt of the State
Street Prepayment, State Street shall (a) cease to be a Lender under the Existing Credit Agreement and (b) have no Commitment or
other obligations under the Existing Credit Agreement.


 


ARTICLE
III


 


WAIVER


 


SECTION
3.1. Waiver. Each of the Administrative Agent and each Lender (other than State Street) agrees to waive, from and
after April 1, 2014 to the First Amendment Effective Date, compliance by the Borrower with (i) Section 5.12(b)(ii)(B) of the Existing
Credit Agreement solely as a result of the Borrower’s failure to cause an Approved Third-Party Appraiser to determine the
fair market value (on a positive assurance basis) of each Portfolio Investment for which market quotations are not readily available
as of March 31, 2014 and September 30, 2014, respectively (each such Portfolio Investment described in this Section 3.1
for which a Value was not determined by an Approved Third-Party Appraiser as of March 31, 2014 and September 30, 2014, respectively,
a “Specified Portfolio Investment”), and (ii) Section 5.12(b)(ii)(D) of the Existing Credit Agreement solely
as a result of the Borrower’s failure to deem the Value of each Specified Portfolio Investment as zero as of March 31, 2014
and September 30, 2014, respectively (collectively, the “Applicable Defaults”).


 




    	 



    	 



    

 


SECTION
3.2. Limited Waiver. The Borrower acknowledges and agrees that (a) the waiver set forth in this Article III
shall be strictly limited to its terms with respect to the express provisions temporarily waived hereunder and (b) no waiver or
approval by the Administrative Agent or any Lender hereunder shall (i) be applicable to subsequent transactions or (ii) require
any other waiver (whether similar or dissimilar to the waiver granted under this Article III).


 


ARTICLE
IV


 


AMENDMENT TO EXISTING CREDIT AGREEMENT


 


Subject to the occurrence
of the First Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in accordance with this
Article IV.


 


The Existing Credit
Agreement (including the Exhibits and Schedules thereto) is hereby amended in its entirety in the form of Exhibit A attached
hereto.


 


ARTICLE
V


 


CONDITIONS TO EFFECTIVENESS


 


SECTION
5.1. Effective Date. This Amendment shall become effective on the date (the “First Amendment Effective Date”)
when (a) State Street shall have received the State Street Prepayment and (b) the Administrative Agent shall have received (i)
counterparts of this Amendment duly executed and delivered on behalf of the Borrower and each of the Lenders party hereto, (ii)
a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated as of the date hereof) of Sutherland
Asbill & Brennan LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent (and
the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent), (iii) such documents
and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and
good standing of the Borrower, the authorization of this Amendment and any other legal matters relating to the Borrower, this Amendment,
all in form and substance satisfactory to the Administrative Agent and its counsel and (iv) for the benefit of Administrative Agent
and each of the Lenders, as applicable, fees and expenses owing by the Borrower in connection with this Amendment.


 


ARTICLE
VI


 


MISCELLANEOUS


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


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


 


	BORROWER:	
        STELLUS CAPITAL INVESTMENT

        CORPORATION

	 	 
	 	By:	/s/ Robert T. Ladd
	 	Name: 	Robert T. Ladd
	 	Title:	Authorized Signatory


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	LENDERS:	SUNTRUST BANK
	 	as Administrative Agent, Swingline Lender, Issuing
	 	Bank and as a Lender
	 	 
	 	By:	/s/ Doug Kennedy
	 	Name: 	Doug Kennedy
	 	Title:	Vice President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	 	AMEGY BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Kelly Nash
	 	Name: 	Kelly Nash
	 	Title:	Vice President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	 	CADENCE BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Phillip Bannon
	 	Name: 	Phillip Bannon
	 	Title:	Assistant Vice President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	 	FROST BANK, as a Lender
	 	 	 
	 	By:	/s/ Brenda Murphy
	 	Name: 	Brenda Murphy
	 	Title:	Market President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	 	STIFEL BANK AND TRUST, as a Lender
	 	 	 
	 	By:	/s/ Joseph L. Sooter, Jr.
	 	Name: 	Joseph L. Sooter, Jr.
	 	Title:	Senior Vice President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


	 	Solely for purposes of Article II
	 	 
	 	
        State Street Bank
        and Trust 

        Company, as
        a Lender

	 	 	 
	 	By:	/s/ John T. Daley
	 	Name: 	John T. Daley
	 	Title:	Vice President


 


SIGNATURE
PAGE TO FIRST AMENDMENT – STELLUS


 




    	 



    	 



    

 


EXECUTION COPY


 


 








 


SENIOR SECURED


REVOLVING CREDIT AGREEMENT


 


dated as of


 


November 13, 2012


 


as amended by the First Amendment to Senior
Secured Revolving Credit Agreement dated as of November 21, 2014


 


among


 


STELLUS CAPITAL INVESTMENT CORPORATION


as Borrower


 


The LENDERS Party Hereto


 


and


 


SUNTRUST BANK


as Administrative Agent


 


$120,000,000


__________________


 


SUNTRUST ROBINSON HUMPHREY, INC.


as Sole Lead Arranger and Sole Book Runner


 


 






 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	 	 	 
	SECTION 1.02.	Classification of Loans and Borrowings	27
	 	 	 
	SECTION 1.03.	Terms Generally	27
	 	 	 
	SECTION 1.04.	Accounting Terms; GAAP	27
	 	 	 
	SECTION 1.05.	Currencies; Currency Equivalents	28
	 	 	 
	ARTICLE II	THE CREDITS	29
	 	 	 
	SECTION 2.01.	The Commitments	29
	 	 	 
	SECTION 2.02.	Loans and Borrowings	29
	 	 	 
	SECTION 2.03.	Requests for Syndicated Borrowings	30
	 	 	 
	SECTION 2.04.	Swingline Loans	31
	 	 	 
	SECTION 2.05.	Letters of Credit	33
	 	 	 
	SECTION 2.06.	Funding of Borrowings	38
	 	 	 
	SECTION 2.07.	Interest Elections	38
	 	 	 
	SECTION 2.08.	Termination, Reduction or Increase of the Commitments	40
	 	 	 
	SECTION 2.09.	Repayment of Loans; Evidence of Debt	42
	 	 	 
	SECTION 2.10.	Prepayment of Loans	44
	 	 	 
	SECTION 2.11.	Fees	46
	 	 	 
	SECTION 2.12.	Interest	47
	 	 	 
	SECTION 2.13.	Alternate Rate of Interest	48
	 	 	 
	SECTION 2.14.	Increased Costs	48
	 	 	 
	SECTION 2.15.	Break Funding Payments	50
	 	 	 
	SECTION 2.16.	Taxes	50
	 	 	 
	SECTION 2.17.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	54
	 	 	 
	SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	56
	 	 	 
	SECTION 2.19.	Defaulting Lenders	57
	 	 	 
	ARTICLE III	REPRESENTATIONS AND WARRANTIES	61
	 	 	 
	SECTION 3.01.	Organization; Powers	61
	 	 	 
	SECTION 3.02.	Authorization; Enforceability	61


 




    	-i-



    	 



    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 3.03.	Governmental Approvals; No Conflicts	61
	 	 	 
	SECTION 3.04.	No Material Adverse Effect	62
	 	 	 
	SECTION 3.05.	Litigation	62
	 	 	 
	SECTION 3.06.	Compliance with Laws and Agreements	62
	 	 	 
	SECTION 3.07.	Taxes	62
	 	 	 
	SECTION 3.08.	ERISA	62
	 	 	 
	SECTION 3.09.	Disclosure	62
	 	 	 
	SECTION 3.10.	Investment Company Act; Margin Regulations	63
	 	 	 
	SECTION 3.11.	Material Agreements and Liens	63
	 	 	 
	SECTION 3.12.	Subsidiaries and Investments	64
	 	 	 
	SECTION 3.13.	Properties	64
	 	 	 
	SECTION 3.14.	Affiliate Agreements	64
	 	 	 
	SECTION 3.15.	OFAC	64
	 	 	 
	SECTION 3.16.	Patriot Act	65
	 	 	 
	SECTION 3.17.	Collateral Documents	65
	 	 	 
	ARTICLE IV	CONDITIONS	65
	 	 	 
	SECTION 4.01.	Effective Date	65
	 	 	 
	SECTION 4.02.	Each Credit Event	67
	 	 	 
	ARTICLE V	AFFIRMATIVE COVENANTS	68
	 	 	 
	SECTION 5.01.	Financial Statements and Other Information	68
	 	 	 
	SECTION 5.02.	Notices of Material Events	70
	 	 	 
	SECTION 5.03.	Existence: Conduct of Business	70
	 	 	 
	SECTION 5.04.	Payment of Obligations	70
	 	 	 
	SECTION 5.05.	Maintenance of Properties; Insurance	71
	 	 	 
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	71
	 	 	 
	SECTION 5.07.	Compliance with Laws	71
	 	 	 
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	71
	 	 	 
	SECTION 5.09.	Use of Proceeds	73
	 	 	 
	SECTION 5.10.	Status of RIC and BDC	73


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 5.11.	Investment Policies	73
	 	 	 
	SECTION 5.12.	Portfolio Valuation and Diversification Etc	73
	 	 	 
	SECTION 5.13.	Calculation of Borrowing Base	76
	 	 	 
	ARTICLE VI	NEGATIVE COVENANTS	81
	 	 	 
	SECTION 6.01.	Indebtedness	81
	 	 	 
	SECTION 6.02.	Liens	82
	 	 	 
	SECTION 6.03.	Fundamental Changes	83
	 	 	 
	SECTION 6.04.	Investments	84
	 	 	 
	SECTION 6.05.	Restricted Payments	85
	 	 	 
	SECTION 6.06.	Certain Restrictions on Subsidiaries	86
	 	 	 
	SECTION 6.07.	Certain Financial Covenants	87
	 	 	 
	SECTION 6.08.	Transactions with Affiliates	87
	 	 	 
	SECTION 6.09.	Lines of Business	87
	 	 	 
	SECTION 6.10.	No Further Negative Pledge	88
	 	 	 
	SECTION 6.11.	Modifications of Unsecured Longer-Term Indebtedness Documents	88
	 	 	 
	SECTION 6.12.	Payments of Unsecured Longer-Term Indebtedness	88
	 	 	 
	SECTION 6.13.	Accounting Changes	88
	 	 	 
	SECTION 6.14.	SBIC Guarantee	89
	 	 	 
	ARTICLE VII	EVENTS OF DEFAULT	89
	 	 	 
	ARTICLE VIII	THE ADMINISTRATIVE AGENT	93
	 	 	 
	SECTION 8.01.	Appointment of the Administrative Agent	93
	 	 	 
	SECTION 8.02.	Capacity as Lender	93
	 	 	 
	SECTION 8.03.	Limitation of Duties; Exculpation	93
	 	 	 
	SECTION 8.04.	Reliance	94
	 	 	 
	SECTION 8.05.
	Sub-Agents	94
	 	 	 
	SECTION 8.06.	Resignation; Successor Administrative Agent	94
	 	 	 
	SECTION 8.07.	Reliance by Lenders	95
	 	 	 
	SECTION 8.08.	Modifications to Loan Documents	95
	 	 	 
	ARTICLE IX	MISCELLANEOUS	96


 




    	-iii-



    	 



    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 9.01.	Notices; Electronic Communications	96
	 	 	 
	SECTION 9.02.	Waivers; Amendments	98
	 	 	 
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	101
	 	 	 
	SECTION 9.04.	Successors and Assigns	102
	 	 	 
	SECTION 9.05.	Survival	107
	 	 	 
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	108
	 	 	 
	SECTION 9.07.	Severability	108
	 	 	 
	SECTION 9.08.	Right of Setoff	108
	 	 	 
	SECTION 9.09.	Governing Law; Jurisdiction; Etc	109
	 	 	 
	SECTION 9.10.	WAIVER OF JURY TRIAL	109
	 	 	 
	SECTION 9.11.	Judgment Currency	110
	 	 	 
	SECTION 9.12.	Headings	110
	 	 	 
	SECTION 9.13.	Treatment of Certain Information; No Fiduciary Duty; Confidentiality	110
	 	 	 
	SECTION 9.14.	USA PATRIOT Act	112


 




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	SCHEDULE 1.01(a)	-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	Industry Classification Group List
	SCHEDULE 1.01(d)	-	Unsecured Longer-Term Indebtedness
	SCHEDULE 3.11	-	Material Agreements and Liens
	SCHEDULE 3.12(a)	-	Subsidiaries
	SCHEDULE 3.12(b)	-	Investments
	SCHEDULE 6.08	-	Transactions with Affiliates
	 	 	 
	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Borrowing Request


 


SENIOR SECURED REVOLVING
CREDIT AGREEMENT dated as of November 13, 2012 (this “Agreement”), among STELLUS CAPITAL INVESTMENT CORPORATION,
a Maryland corporation (the “Borrower”), the LENDERS party hereto, and SUNTRUST BANK, as Administrative Agent.


 


ARTICLE
I


 


DEFINITIONS


 


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


 


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


 


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


 


“Adjusted Covered
Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of
Cash and Cash Equivalents included in the Portfolio Investments held by the Obligors (provided that Cash Collateral for outstanding
Letters of Credit shall not be treated as a portion of the Portfolio Investments).


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Affiliate Agreements”
means (a) the Investment Advisory Agreement, dated as of October 26, 2012, between the Borrower and Stellus Capital Management,
L.L.C., (b) the License Agreement, dated as of September 24, 2012, between the Borrower and Stellus Capital Management, L.L.C.,
(c) the Administration Agreement, dated as of October 26, 2012, between the Borrower and Stellus Capital Management, L.L.C. and
(d) the Letter Agreement, dated as of November 1, 2012, between Borrower and Stellus Capital Management, L.L.C.


 


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


 


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


 




    	2



    	 



    

 


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


 


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


 


“Applicable
Financial Statements” means, as at any date, the most-recent audited financial statements of the Borrower delivered to
the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the
Borrower a Material Adverse Effect (the “Pre-existing MAE”) shall exist (regardless of when it occurred),
then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately
prior to such delivery until such time as the Pre-existing MAE shall no longer exist.


 


“Applicable
Margin” means: (a) with respect to any ABR Loan, 1.625% per annum; and (b) with respect to any Eurocurrency
Loan, 2.625% per annum.


 


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


 


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


 


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


 




    	3



    	 



    

  


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


 


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


 


“Asset Coverage
Ratio” means the ratio, determined on a consolidated basis for Borrower and its Subsidiaries, without duplication, (a)
the value of total assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented by senior
securities to (b) the aggregate amount of senior securities representing indebtedness of Borrower and its Subsidiaries (including
this Agreement), in each case as determined pursuant to the Investment Company Act and any orders of the Securities and Exchange
Commission issued to or with respect to Borrower thereunder, including any exemptive relief granted by the Securities and Exchange
Commission with respect to the indebtedness of any SBIC Subsidiary.


 


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


 


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


 


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


 


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


 


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


 




    	4



    	 



    

  


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


 


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


 


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


 


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


 


“Borrowing Request”
means a request by the Borrower for a Syndicated Borrowing in accordance with Section 2.03, which, if in writing, shall
be substantially in the form of Exhibit C.


 


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


 


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


 


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


 


“CAM Exchange
Date” means the date on which any Event of Default referred to in clause (j) of Article VII shall occur
or the date on which the Borrower receives written notice from the Administrative Agent that any Event of Default referred to in
clause (i) of Article VII has occurred.


 




    	5



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


(b)investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit
rating of at least A-1 from S&P and at least P-1 from Moody’s;


 


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


 




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


 


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


 


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


 


“Change in Control”
means the External Manager ceases to be Controlled by any or all of Robert Ladd, Dean D’Angelo, Joshua Davis, W. Todd Huskinson
and/or Todd Overbergen, or any of their successors who have been approved by the Administrative Agent in its reasonable discretion
within ninety days.


 


“Change in Law”
means the occurrence, after the date of this Agreement, of (a) the adoption of any law, treaty or governmental rule or regulation
or any change in any law, treaty or governmental rule or regulation or in the interpretation, administration or application thereof
(regardless of whether the underlying law, treaty or governmental rule or regulation was issued or enacted prior to the date hereof),
but excluding proposals thereof, or any determination of a court or Governmental Authority, (b) any guideline, request or directive
by any Governmental Authority (whether or not having the force of law) or any implementation rules or interpretations of previously
issued guidelines, requests or directives, in each case that is issued or made after the date hereof or (c) compliance by any Lender
(or its applicable lending office) or any company controlling such Lender with any guideline, request or directive regarding capital
adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, in each case adopted after the
date hereof. For the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and capital adequacy
issued (i) by any United States regulatory authority under or in connection with the implementation of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International
Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date adopted,
issued, promulgated or implemented.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


“Commitment
Termination Date” means October 2, 2017, as such date may be extended upon the consent of each affected Lender.


 


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


 


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


 


“Covered Debt
Amount” means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date minus
(y) the LC Exposures fully Cash Collateralized on such date pursuant to Section 2.05(k) and the last paragraph of Section
2.09(a).


 


“Currency”
means Dollars or any Foreign Currency.


 


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


 




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


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include
the disposition of Investments originated by the Borrower and immediately transferred to a Financing Subsidiary pursuant to a transaction
not prohibited hereunder.


 




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“Dollar Commitment”
means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Syndicated Loans, and to acquire participations
in Letters of Credit and Swingline Loans, denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced from time
to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment is set forth on
Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment,
as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of November 21, 2014 is $90,000,000.


 


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


 


“Dollar LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Dollar Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by
or on behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall be its Applicable Dollar Percentage
of the total Dollar LC Exposure at such time.


 


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


 


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


 


“Dollar Loan”
means a Loan denominated in Dollars.


 


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


 


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


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for
U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any such equity interest.


 


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


 




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


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy
the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan; (c)
the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


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


 


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


 


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


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made
by or on account of any obligation of the Borrower hereunder, (a) income, corporate, franchise or other similar taxes imposed
on (or measured by) its net income or profits by the United States of America (or any state or political subdivision thereof),
or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the
Borrower is located, (c) in the case of a Lender, any U.S. withholding tax imposed on amounts payable to such Lender (i) at
the time such Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)) becomes a
party to this Agreement or designates a new lending office, except to the extent that such Lender’s assignor or such Lender was
entitled to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16,
at the time of such assignment or designation (other than to the extent such withholding is as a result of a CAM Exchange), or
(ii) that is attributable to such Lender’s failure or inability (other than as a result of a Change in Law occurring after
the date such Lender becomes a party to this Agreement) to comply with Section 2.16(f), (d) any U.S. federal,
state or local backup withholding Taxes imposed on payments made under any Loan Document, and (e) any U.S. federal withholding
tax that is imposed pursuant to FATCA.


 




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“External Manager”
means Stellus Capital Management, LLC.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
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.


 


“Final Maturity
Date” means October 1, 2018.


 


“Financial Officer”
means the chief financial officer or treasurer of the Borrower.


 


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


 


“First Amendment
Effective Date” means November 21, 2014.


 


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


 


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


 


“Foreign Lender”
means any Lender that is not a “United States person” as defined under Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary”
means any (a) direct or indirect Subsidiary of the Borrower that is organized under the laws of any jurisdiction other than the
United States or its territories or possessions and that is treated as a corporation for United States federal income tax purposes,
(b) direct or indirect Subsidiary of the Borrower which is a “controlled foreign corporation” within the meaning of
the Code or (c) direct or indirect Subsidiary that is disregarded as an entity that is separate from its owner for United States
federal income tax purposes and substantially all of its assets consist of the Capital Stock of one or more direct or indirect
Foreign Subsidiaries.


 




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“Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s (a) Applicable
Dollar Percentage of the outstanding Dollar LC Exposure and (b) Applicable Multicurrency Percentage of the outstanding Multicurrency
LC Exposure, in each case with respect to Letters of Credit issued by such Issuing Bank other than Dollar LC Exposure or Multicurrency
LC Exposure, as the case may be, as to which such Defaulting Lender’s participation obligation has been reallocated to other
Lenders or Cash Collateralized in accordance with the terms hereof.


 


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


 


“Good Faith
Tax Estimate” has the meaning assigned to such term in Section 6.05(b).


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall
not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification agreements
entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has
determined that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the
guaranty of a payment obligation of the primary obligor.


 


“Guarantee and
Security Agreement” means that certain Guarantee and Security Agreement dated as of November 13, 2012 among the Borrower,
the Administrative Agent, each Subsidiary of the Borrower from time to time party thereto and the Collateral Agent, as the same
shall be modified and supplemented and in effect from time to time.


 


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


 




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“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement
or other interest or currency exchange rate or commodity price hedging arrangement.


 


“Immaterial
Subsidiaries” means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by
the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided
that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent
balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their
Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 2% of the consolidated assets of the Borrower
and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated
basis) for the fiscal quarter ending on such date do not exceed an amount equal to 2% of the consolidated revenues of the Borrower
and its Subsidiaries for such period.


 


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


 


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


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 




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“Independent”
when used with respect to any specified Person means that such Person (a) does not have any direct financial interest or any
material indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment advisor
or any Affiliate thereof) and (b) is not connected with the Borrower or of its Subsidiaries or Affiliates (including
its investment advisor or any Affiliate thereof) as an officer, employee, promoter, underwriter, trustee, partner, director
or Person performing similar functions.


 


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


 


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


 


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


 


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


 




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


 


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


 


“Investment
Policies” means the investment objectives, policies, restrictions and limitations set forth in the “COMPANY”
section of its Registration Statement, and as the same may be changed, altered, expanded, amended, modified, terminated or restated
from time to time.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means SunTrust, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.05(j). In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, SunTrust may designate
any of its affiliates as the “Issuing Bank” for purposes of such Letter of Credit.


 


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


 


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


 


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


 


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


 


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


 


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


 


“LIBO Rate”
means, for any Interest Period, the British Bankers’ Association Interest Settlement Rate per annum for deposits in the relevant
Currency for a period equal to the Interest Period as displayed in the Bloomberg Financial Markets System (or such other page on
that service or such other service designated by the British Bankers’ Association for the display of such Association’s
Interest Settlement Rates for deposits in the relevant Currency) as of 11:00 a.m., London time on the day that is two Business
Days prior to the first day of the Interest Period; provided, that if the Administrative Agent determines that the relevant
foregoing sources are unavailable for the relevant Interest Period, LIBO Rate shall mean the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per
annum at which deposits in the relevant Currency are offered to the Administrative Agent two (2) business days preceding the first
day of such Interest Period by leading banks in the London or other offshore interbank market for the relevant Currency as of 11:00
a.m. for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable
to the amount of the Administrative Agent’s portion of the relevant Eurocurrency Borrowing.


 



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


 


“Loan Documents”
means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.


 


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


 


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


 


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


 


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


 


“Minimum Collateral
Amount” means, at any time, with respect to Cash Collateral consisting of Cash or deposit account balances, an amount
equal to 100% of the Fronting Exposure of Issuing Bank with respect to Letters of Credit issued and outstanding at such time.


 


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


 




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“Multicurrency
Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Syndicated
Loans, and to acquire participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed Foreign Currencies
hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender’s Multicurrency Commitment is set forth on Schedule 1.01(b) or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Multicurrency commitment, as applicable. The aggregate amount of the Lenders’
Multicurrency Commitments as of November 21, 2014 is $30,000,000.


 


“Multicurrency
LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Multicurrency Letters
of Credit at such time plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that
have not yet been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure of any Lender at any time
shall be its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Public
Information” means material non-public information (within the meaning of United States federal, state or other applicable
securities laws) with respect to Borrower or its Affiliates or their Securities.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, in form and substance reasonably
acceptable to the Administrative Agent.


 




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


 


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


 


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


 


“Other Taxes”
means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies
arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, any Loan Document, excluding any such Taxes, charges or similar levies resulting from an assignment by any Lender in accordance
with Section 9.04 hereof (unless such assignment is made pursuant to Section 2.18(b)).


 


“Parent Company”
means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender,
and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Participant”
has the meaning assigned to such term in Section 9.04.


 


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


 


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


 


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


 




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


 


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


 


“Permitted SBIC
Guarantee” means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable
form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event
or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause
(t) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse
occurs).


 


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


 




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“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA
or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined
in Section 3(5) of ERISA.


 


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


 


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


 


“Prime Rate”
means the rate which SunTrust announces from time to time as its prime lending rate, as in effect from time to time.


 


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


 


“Prohibited
Assignees and Participants Side Letter” means that certain Side Letter, dated as of the date hereof, between the Borrower
and the Administrative Agent.


 


“Public Lender”
means Lenders that do not wish to receive Non-Public Information with respect to the Borrower or any of its Subsidiaries or their
Securities.


 


“Quarterly Dates”
means the last Business Day of March, June, September and December in each year, commencing on December 31, 2012.


 


“Quoted Investments”
means a Portfolio Investment with a value assigned by the Borrower pursuant to Section 5.12(b)(ii)(A).


 


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


 


“Registration
Statement” means the Registration Statement filed by the Borrower with the Securities and Exchange Commission on September
28, 2012.


 


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


 




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


 


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


 


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


 


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


 


“Revolving Dollar
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Dollar Commitments.


 


“Revolving Multicurrency
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Syndicated Loans, and its LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency Commitments.


 


“Revolving Percentage”
means, as of any date of determination, the result, expressed as a percentage, of the Revolving Credit Exposure on such date divided
by the aggregate outstanding Covered Debt Amount on such date.


 


“RIC”
means a “regulated investment company” as defined in section 851 of the Code.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., a New York corporation, or any
successor thereto.


 




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“SBA”
means the United States Small Business Administration.


 


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


 


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


 


“Scheduled Payment
Date” means the 15th day of each calendar month after the Commitment Termination Date through and including
the Final Maturity Date.


 


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


 


“Shareholders’
Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP,
of shareholders equity for the Borrower and its Subsidiaries at such date.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“SunTrust”
means SunTrust Bank.


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be the sum of (i) its Applicable Dollar Percentage of the total Swingline Exposure incurred under
the Dollar Commitments and (ii) its Applicable Multicurrency Percentage of the total Swingline Exposure at such time incurred
under the Multicurrency Commitments.


 


“Swingline Lender”
means SunTrust, in its capacity as lender of Swingline Loans hereunder, and its successors in such capacity as provided in Section 2.04(d).


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“Treasury Credit
Facility” means any limited recourse debt facility of the Borrower used by the Borrower to purchase U.S. Government Securities
maturing within ninety (90) days from the date of acquisition and secured solely by Cash and U.S. Government Securities (and not
secured by any Investments, Cash or other property, in each case that constitute Collateral hereunder or are included in the Borrowing
Base hereunder).


 


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


 


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


 


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


 


“Unsecured Longer-Term
Indebtedness” means (a) the Indebtedness set forth on Schedule 1.01(d) and any refinancing, renewals or re-openings
of such Indebtedness; provided that after giving effect to any such refinancing, renewal or re-opening of such Indebtedness,
such Indebtedness has no amortization prior to, and a final maturity date not earlier than, six months after the Final Maturity
Date, and (b) any other Indebtedness of an Obligor (which may be Guaranteed by Subsidiary Guarantors) that (i) has no amortization
prior to, and a final maturity date not earlier than, six months after the Final Maturity Date (it being understood that none of:
(w) the conversion features under convertible notes; (x) the triggering and/or settlement thereof or in respect of the repurchase
of such notes at the option of the holder, or (y) any cash payment made in respect thereof, shall constitute “amortization”
for purposes of this clause (a)), (ii) is incurred pursuant to documentation that is substantially comparable to market
terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in its reasonable judgment
and (iii) is not secured by any assets of any Obligor.


 


“Unquoted Investments”
means a Portfolio Investment with a value assigned by the Borrower pursuant to Section 5.12(b)(ii)(B).


 


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


 




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


 


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


 


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


 


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


 


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


 


SECTION
1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. The Borrower covenants and agrees with the Lenders
that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 (or successor standard solely as it
relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial
Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of
compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial
Accounting Standard No. 159 (or such successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities
acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing
liabilities).


 




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SECTION
1.05. Currencies; Currency Equivalents.


 


(a)          Currencies
Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision
of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not
the name of such Currency is the same as it was on the date hereof. Except as provided in Section 2.10(b) and the last
sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of
Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments
then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments,
(ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the
Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value
of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign
Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be
deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment,
as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence
of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the
case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple
amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant
Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).


 


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


 




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


 


ARTICLE
II



THE CREDITS


 


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


 


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


 


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


 


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


 


SECTION
2.02. Loans and Borrowings.


 


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


 




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


 


(c)          Minimum
Amounts. Each Eurocurrency Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of $250,000, and each
ABR Borrowing (whether Syndicated or Swingline) shall be in an aggregate amount of $1,000,000 or a larger multiple of $250,000;
provided that a Syndicated ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance
of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as
contemplated by Section 2.05(f). Borrowings of more than one Class, Currency and Type may be outstanding at the same
time.


 


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


 


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


 


SECTION
2.03. Requests for Syndicated Borrowings.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


(vi)        the
location and number of the Borrower’s account to which funds are to be disbursed.


 


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


 


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


 


SECTION
2.04. Swingline Loans.


 


(a)          Agreement
to Make Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline
Loans under each Commitment to the Borrower from time to time during the Availability Period in Dollars, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of
both Classes exceeding $10,000,000, (ii) the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments,
(iii) the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or (iv) the
total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.


 




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(b)          Notice
of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy) not later than 11:00 a.m., Atlanta, Georgia time, on the day of such proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of
the requested Swingline Loan and whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency Commitments.
The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower
with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.05(f), by remittance to the Issuing Bank) by 3:00 p.m., Atlanta, Georgia time, on the requested date
of such Swingline Loan.


 


(c)          Participations
by Lenders in Swingline Loans. The Swingline Lender may by written notice given to the Administrative Agent not later than
10:00 a.m., Atlanta, Georgia time on any Business Day, require the Lenders of the applicable Class to acquire participations on
such Business Day in all or a portion of the Swingline Loans of such Class outstanding. Such notice to the Administrative Agent
shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s
Applicable Dollar Percentage or Applicable Multicurrency Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely
and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for
account of the Swingline Lender, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the
case may be, of such Swingline Loan or Loans; provided that no Lender shall be required to purchase a participation in a
Swingline Loan pursuant to this Section 2.04(c) if (x) the conditions set forth in Section 4.02
would not be satisfied in respect of a Borrowing at the time such Swingline Loan was made and (y) the Required Lenders of
the respective Class shall have so notified the Swingline Lender in writing and shall not have subsequently determined that the
circumstances giving rise to such conditions not being satisfied no longer exist.


 




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Subject to the foregoing,
each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph
(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments of the respective Class, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by
it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in
respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.


 


(d)          Resignation
and Replacement of Swingline Lender. The Swingline Lender may resign and be replaced at any time by written agreement among
the Borrower, the Administrative Agent, the resigning Swingline Lender and the successor Swingline Lender. The Administrative Agent
shall notify the Lenders of any such resignation and replacement of the Swingline Lender. In addition to the foregoing, if a Lender
becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to
comply with Section 2.19(a), then the Swingline Lender may, upon prior written notice to the Borrower and the Administrative
Agent, resign as Swingline Lender, effective at the close of business Atlanta, Georgia time on a date specified in such notice
(which date may not be less than five (5) Business Days after the date of such notice). On or after the effective date of any such
resignation, the Borrower and the Administrative Agent may, by written agreement, appoint a successor Swingline Lender. The Administrative
Agent shall notify the Lenders of any such appointment of a successor Swingline Lender. Upon the effectiveness of any resignation
of the Swingline Lender, the Borrower shall repay in full all outstanding Swingline Loans together with all accrued interest thereon.
From and after the effective date of the appointment of a successor Swingline Lender, (i) the successor Swingline Lender shall
have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be
made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor
or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After
the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall have no obligation to make additional Swingline
Loans.


 


SECTION
2.05. Letters of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower
may request the Issuing Bank to issue, at any time and from time to time during the Availability Period and under either the Dollar
Commitments or Multicurrency Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under the
Multicurrency Commitments) in any Agreed Foreign Currency for its own account in such form as is acceptable to the Issuing
Bank in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Commitments up to
the aggregate amount available to be drawn thereunder.


 




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


 


(c)          Limitations
on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal
or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such
issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes
without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall
not exceed $5,000,000, (ii) the total Revolving Dollar Credit Exposures shall not exceed the aggregate Dollar Commitments,
(iii) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and (iv) the
total Covered Debt Amount shall not exceed the Borrowing Base then in effect.


 


(d)          Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve months after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration
date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration
date); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year
periods. No Letter of Credit may be renewed following the earlier to occur of the Commitment Termination Date and the Termination
Date.


 




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


 


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


 


(f)          Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank
in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than
11:00 a.m., Atlanta, Georgia time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such
notice is received prior to 10:00 a.m., Atlanta, Georgia time, or (ii) the Business Day immediately following the day that
the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such LC Disbursement
is not less than $1,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed with a Syndicated ABR Borrowing
or a Swingline Loan of the respective Class in an equivalent amount and, to the extent so financed, the Borrower’s obligation
to make such payment shall be discharged and replaced by the resulting Syndicated ABR Borrowing or Swingline Loan.


 


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


 




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


 


Neither the Administrative
Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason
of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Bank or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter
of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed
to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank’s gross negligence or willful misconduct when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that:


 


(i)          the
Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit
without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment
upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;


 


(ii)         the
Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such
documents are not in strict compliance with the terms of such Letter of Credit; and


 


(iii)        this
sentence shall establish the standard of care to be exercised by the Issuing Bank when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted
by applicable law, any standard of care inconsistent with the foregoing).


 




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(h)          Disbursement
Procedures. The Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly after such examination notify the Administrative
Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve
the Borrower of its obligation to reimburse the Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.


 


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


 


(j)          Resignation
and/or Replacement of Issuing Bank. The Issuing Bank may resign and be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the resigning Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify
the Lenders of any such resignation and replacement of the Issuing Bank. Upon the effectiveness of any resignation of the Issuing
Bank, the Borrower shall pay all unpaid fees accrued for account of the resigning Issuing Bank pursuant to Section 2.11(b).
From and after the effective date of the appointment of a successor Issuing Bank, (i) the successor Issuing Bank shall have all
the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the effective resignation
of the Issuing Bank hereunder, the resigning Issuing Bank, as the case may be, shall remain a party hereto and shall continue to
have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior
to such resignation, but shall not be required to issue additional Letters of Credit.


 


(k)          Cash
Collateralization. If the Borrower shall be required to provide Cash Collateral for LC Exposure pursuant to Section 2.05(d),
Section 2.09(a), Section 2.10(b) or (c) or the last paragraph of Article VII, the
Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively, the “Letter
of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent Cash denominated
in the Currency of the Letter of Credit under which such LC Exposure arises in an amount equal to the amount required under Section 2.09(a),
Section 2.10(b) or (c) or the last paragraph of Article VII, as applicable. Such deposit shall be
held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for
the payment of the “Secured Obligations” under and as defined in the Guarantee and Security Agreement, and for these
purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the Letter
of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held
therein.


 




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SECTION
2.06. Funding of Borrowings.


 


(a)          Funding
by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 11:00 a.m., Atlanta, Georgia time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that Syndicated
ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted
by the Administrative Agent to the Issuing Bank.


 


(b)          Presumption
by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in
the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


SECTION
2.07. Interest Elections.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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SECTION
2.08. Termination, Reduction or Increase of the Commitments.


 


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


 


(b)          Voluntary
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of either Class;
provided that (i) each reduction of the Commitments of a Class shall be in an amount that is $5,000,000 (or, if less,
the entire amount of the Commitments of such Class) or a larger multiple of $1,000,000 in excess thereof and (ii) the Borrower
shall not terminate or reduce the Commitments of either Class if, after giving effect to any concurrent prepayment of the Syndicated
Loans of such Class in accordance with Section 2.10, the total Revolving Credit Exposures of such Class would exceed
the total Commitments of such Class. Any such reduction of the Commitments below the principal amount of the Swingline Loans permitted
under Section 2.04(a)(i) and the Letters of Credit permitted under Section 2.05(c)(i) shall result in a dollar-for-dollar
reduction of such amounts as applicable.


 


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


 


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


 


(e)          Increase
of the Commitments.


 


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


 




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(A)         the
minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing
Lender, as part of such Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000 in excess thereof (or such
lesser amount as the Administrative Agent may reasonably agree);


 


(B)         immediately
after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $195,000,000;


 


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


 


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


 


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


 


(ii)         Effectiveness
of Commitment Increase by Borrower. An Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase
Date and the Commitment of the respective Class of any Increasing Lender and such Assuming Lender shall be increased as of such
Commitment Increase Date; provided that:


 


(x)          the
Administrative Agent shall have received on or prior to 11:00 a.m., Atlanta, Georgia time, on such Commitment Increase Date
(or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer
of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph
(i) has been satisfied; and


 


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


 




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


 


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


 


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


 


SECTION
2.09. Repayment of Loans; Evidence of Debt.


 


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


 


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


 


(ii)         to
the Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class denominated in Dollars, on the earlier
of the Commitment Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least ten Business Days after such Swingline Loan is made; provided that on each date that a Syndicated
Borrowing of such Class is made, the Borrower shall repay all Swingline Loans of such Class then outstanding.


 




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In addition, on the Commitment
Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account Cash (denominated in the Currency of
the Letter of Credit under which such LC Exposure arises) in an amount equal to 100% of the undrawn face amount of all Letters
of Credit outstanding on the close of business on the Commitment Termination Date, such deposit to be held by the Administrative
Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.


 


(b)          Manner
of Payment. Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select the Borrowing
or Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such
selection not later than the time set forth in Section 2.10(e) prior to the scheduled date of such repayment; provided
that each repayment of Borrowings of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any
other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or
prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other
Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest
remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing shall be applied ratably to the Loans included
in such Borrowing.


 


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


 


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


 


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


 


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


 




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SECTION
2.10. Prepayment of Loans.


 


(a)          Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
without premium or penalty except for payments under Section 2.15, subject to the requirements of this Section.


 


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


 


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


 


(ii)         Prepayment.
If on the date of such determination the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC Exposure
fully Cash Collateralized on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect,
the Borrower shall, if requested by the Required Multicurrency Lenders (through the Administrative Agent), prepay the Syndicated
Multicurrency Loans and Swingline Multicurrency Loans (and/or provide Cash Collateral for Multicurrency LC Exposure as specified
in Section 2.05(k)) within 15 Business Days following the Borrower’s receipt of such request in such amounts
as shall be necessary so that after giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed
the Multicurrency Commitments.


 


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


 


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


 




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


 


(d)          Scheduled
Payments. On each Scheduled Payment Date, the Borrower shall repay the Loans (and provide Cash Collateral for Letters of Credit
as contemplated by Section 2.05(k)) in an aggregate amount equal to 1/12 of the aggregate outstanding amount of Loans, and
1/12 of the face amount of Letters of Credit, for each Class and Currency of Loans and Letters of Credit outstanding, based on
the outstanding Loans and Letters of Credit as of the Commitment Termination Date. Following the Commitment Termination Date, any
other optional or mandatory prepayment of Loans (or Cash Collateralization or expiration of outstanding Letters of Credit) will
reduce in direct order the amount of any subsequent repayment of Loans or Cash Collateralization of Letters of Credit required
to be made pursuant to this clause (d).


 


(e)          Notices,
Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing
denominated in Dollars (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m.,
Atlanta, Georgia time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing
denominated in a Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later than 11:00
a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of a Syndicated ABR Borrowing,
not later than 11:00 a.m., Atlanta, Georgia time, one Business Day before the date of prepayment, or (iv) in the case of prepayment
of a Swingline Loan, not later than 11:00 a.m., Atlanta, Georgia time, on the date of prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case
of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice
of prepayment is given in connection with a conditional notice of termination of the Commitments of a Class as contemplated by
Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.08. Promptly following receipt of any such notice relating to a Syndicated Borrowing, the Administrative Agent
shall advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or in the case of a Swingline
Loan, as provided in Section 2.04, except as necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Syndicated Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner
specified in Section 2.09(b).


 




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SECTION
2.11. Fees.


 


(a)          Commitment
Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue
at a rate per annum equal to 0.50% on the average daily unused amount of the Dollar Commitment and Multicurrency Commitment, as
applicable, of such Lender during the period from and including the date hereof to but excluding the earlier of the date such commitment
terminates and the Commitment Termination Date. Accrued commitment fees shall be payable on each Quarterly Date and on the earlier
of the date the Commitments of the respective Class terminate and the Commitment Termination Date, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment
fees, the Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Syndicated Loans and
LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such
purpose).


 


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


 




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


 


(d)          Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars (or, at the election of the Borrower with respect
to any fees payable to the Issuing Bank on account of Letters of Credit issued in any Foreign Currency, in such Foreign Currency)
and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution,
in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under
any circumstances absent obvious error.


 


SECTION
2.12. Interest.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


SECTION
2.14. Increased Costs.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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SECTION
2.15. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other
than on the last day of an Interest Period therefor (including as a result of the occurrence of any Commitment Increase Date or
an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of an Interest Period therefor,
(c) the failure to borrow, convert, continue or prepay any Syndicated Loan on the date specified in any notice delivered pursuant
hereto (including, in connection with any Commitment Increase Date, and regardless of whether such notice is permitted to be revocable
under Section 2.10(e) and is revoked in accordance herewith), or (d) the assignment as a result of a request
by the Borrower pursuant to Section 2.18(b) of any Eurocurrency Loan other than on the last day of an Interest
Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event. In the case of a Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include
an amount determined by such Lender to be equal to the excess, if any, of


 


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


 


(ii)         the
amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated
in such Currency from other banks in the Eurocurrency market at the commencement of such period.


 


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


 


SECTION
2.16. Taxes.


 


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


 


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


 




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


 


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


 


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


 


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


 




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(ii)         Without
limiting the generality of the foregoing:


 


(A)         any
Lender that is a “United States person” (as defined under Section 7701(a)(30) of the Code) shall deliver to the Borrower
and the Administrative Agent (and such additional copies as shall be reasonably requested by the recipient) on or prior to the
date on which such Lender become a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 or any successor
form certifying that such Lender is exempt from U.S. federal backup withholding tax; and


 


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


 


(w)          duly
completed and executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for
benefits of an income tax treaty to which the United States is a party,


 


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


 


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


 




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(z)          any
other form including Internal Revenue Service Form W-8IMY as applicable prescribed by applicable law as a basis for claiming exemption
from or a reduction in U.S. federal withholding Tax duly completed together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrower to determine the withholding or deduction required to be made.


 


(iii)        In
addition, each Lender shall deliver such forms promptly upon the obsolescence, expiration or invalidity of any form previously
delivered by such Lender; provided it is legally able to do so at the time. Each Lender shall promptly notify the Borrower
and the Administrative Agent at any time the chief tax officer of such Lender becomes aware that it no longer satisfies the legal
requirements to provide any previously delivered form or certificate to the Borrower (or any other form of certification adopted
by the U.S. or other taxing authorities for such purpose).


 


(g)          Documentation
Required by FATCA. If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent,
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent,
such document prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their respective obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this Section 2.16(g), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.


 


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


 




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


 


(a)          Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or
under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, Atlanta, Georgia time,
on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative
Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly
to the Issuing Bank or the Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15,
2.16 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute
any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.


 


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


 




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


 


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


 


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


 


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


 




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


 


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


 


SECTION
2.18. Mitigation Obligations; Replacement of Lenders.


 


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


 




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


 


SECTION
2.19. Defaulting Lenders.


 


(a)          Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


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


 




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(ii)         Certain
Fees.


 


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


 


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


 




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(iii)        Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of
Credit and Swingline Loans shall be reallocated (effective no later than one (1) Business Day after the Administrative Agent has
actual knowledge that such Lender has become a Defaulting Lender) among the Non-Defaulting Lenders in accordance with their respective
Applicable Dollar Percentages and Applicable Multicurrency Percentages, as the case may be (in each case calculated without regard
to such Defaulting Lender’s Commitment), but only to the extent that (x) the conditions set forth in Section 4.02
are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such
time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such
reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting
Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against
a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(iv)        Cash
Collateral; Repayment of Swingline Loans. If the reallocation described in clause (iii) above cannot, or can only partially,
be effected, the Borrower shall not later than two (2) Business Days after demand by the Administrative Agent (at the direction
of the Issuing Bank and/or the Swingline Lender), without prejudice to any right or remedy available to it hereunder or under law,
(x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Swingline Exposure (which exposure shall be
deemed equal to the applicable Defaulting Lender’s Applicable Percentage of the total outstanding Swingline Exposure (other
than Swingline Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders
or Cash Collateralized in accordance with the terms hereof)) and (y) second, Cash Collateralize the Issuing Bank’s Fronting
Exposure in accordance with the procedures set forth in Section 2.19(d) or (z) make other arrangements reasonably satisfactory
to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk
of non-payment by such Defaulting Lender.


 


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


 




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(c)          New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required
to fund any Swingline Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting
Lenders in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and (ii)
the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that the
participations in any existing Letters of Credit as well as the new, extended, renewed or increased Letter of Credit has been or
will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting
Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully
Cash Collateralized in accordance with Section 2.19(d).


 


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


 


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


 


(ii)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.19 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations
in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein.


 




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


 


ARTICLE
III


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents
and warrants to the Lenders that:


 


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


 


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


 


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


 




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SECTION
3.04. No Material Adverse Effect. Since the date of the most recent Applicable Financial Statements, there has not
been any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.


 


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


 


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


 


SECTION
3.07. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns
and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside
on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in
a Material Adverse Effect.


 


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


 


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


 




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SECTION
3.10. Investment Company Act; Margin Regulations.


 


(a)          Status
as Business Development Company. The Borrower has elected to be regulated as a “business development company” within
the meaning of the Investment Company Act and will take all actions necessary to elect to be treated as a RIC beginning with its
taxable year ended December 31, 2012.


 


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


 


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


 


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


 


SECTION
3.11. Material Agreements and Liens.


 


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


 


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


 




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SECTION
3.12. Subsidiaries and Investments.


 


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


 


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


 


SECTION
3.13. Properties.


 


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


 


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


 


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


 


SECTION
3.15. OFAC. Neither the Borrower nor any of its Subsidiaries (a) is a person whose property or interest in property
is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any
dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any
manner violative of Section 2 of such executive order, or (c) is a person on the list of Specially Designated Nationals and Blocked
Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets
Control regulation or executive order.


 




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SECTION
3.16. Patriot Act. Each of the Borrower and its Subsidiaries is in compliance with (a) the Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds
of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.


 


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


 


ARTICLE
IV


 


CONDITIONS


 


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


 


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


 


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


 


(ii)         Opinion
of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Sutherland Asbill & Brennan LLP, New York and Maryland counsel for the Borrower and the Subsidiary
Guarantors, in form and substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel
to deliver such opinion to the Lenders and the Administrative Agent).


 


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


 




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


 


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


 


(vi)        Control
Agreements. A (x) Control Agreement, duly executed and delivered by the Borrower, the Administrative Agent and State Street
Bank and Trust Company and (y) Deposit Account Control Agreement, duly executed and delivered by the Borrower, the Administrative
Agent and Cadence Bank, N.A.


 


(vii)       Borrowing
Base Certificate. A Borrowing Base Certificate showing a calculation of the Borrowing Base as of October 31, 2012.


 


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


 


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


 




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(d)          Fees
and Expenses. The Borrower shall have paid in full to the Administrative Agent all fees and expenses related to this Agreement
owing on the Effective Date.


 


(e)          Patriot
Act. The Administrative Agent and the Lenders shall have received, sufficiently in advance of the Effective Date, all documentation
and other information required by bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


(f)          Initial
Public Offering. The Borrower shall have received at least $160,000,000 gross proceeds through: an initial public offering
of stock of at least $75,000,000, rollover equity from D.E. Shaw Direct Capital Portfolios, L.L.C. and DC Funding SPV, L.L.C. and/or
a private placement of equity and cash from management investment in an amount of at least the greater of (i) $2,000,000 and (ii)
an amount equal to 2% of the proceeds raised from the initial public offering; provided that D.E. Shaw Direct Capital Portfolios,
L.L.C.’s and DC Funding SPV, L.L.C’s contribution shall consist solely of contributed middle market loans; and provided,
further, that this condition shall be deemed satisfied upon receipt by the Borrower of the foregoing amounts prior to delivery
of confirmations and the final prospectus to investors in the Borrower’s initial public offering.


 


(g)          Acquisition
of Portfolio. The Borrower shall have acquired at least $190,000,000 of middle market loans.


 


(h)          Minimum
Availability. The Administrative Agent shall have received evidence from the Borrower on the Effective Date that the Borrowing
Base exceeds the aggregate Covered Debt Amount by an amount equal to or greater than $70,000,000.


 


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


 


SECTION
4.02. Each Credit Event. The obligation of each Lender to make any Loan, and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:


 


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


 


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


 




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(c)          either
(i) the aggregate Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing
Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower
shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such
extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any concurrent
acquisitions of Investments or payment of outstanding Loans; and


 


(d)          until
the Borrower shall have cumulatively raised at least $250,000,000 in gross proceeds from the sale of equity securities in one or
more offerings (including rollover equity, preferred stock or convertible notes), the Borrower shall not be permitted to increase
the Revolving Credit Exposure unless, after giving effect to such increase, the Asset Coverage Ratio would equal or exceed 2.25
to 1.


 


Each Borrowing and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in the preceding sentence.


 


ARTICLE
V


 


AFFIRMATIVE
COVENANTS


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


(h)          promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative
Agent or any Lender may reasonably request.


 




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


 


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


 


(a)          the
occurrence of any Default;


 


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


 


(c)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and


 


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


 


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


 


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


 


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


 




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


 


SECTION
5.06. Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of its Subsidiaries
to, keep books of record and account in accordance with GAAP. The Borrower will, and will cause each other Obligor to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties
during business hours, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition
with its officers and independent accountants, all at such reasonable times and as often as reasonably requested, in each case,
to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed
without violation of law, rule, regulation, order of any Governmental Authority or contract; provided that the Borrower
or such Obligor shall be entitled to have its representatives and advisors present during any inspection of its books and records.


 


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


 


SECTION
5.08. Certain Obligations Respecting Subsidiaries; Further Assurances.


 


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


 




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


 


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


 




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


 


SECTION
5.10. Status of RIC and BDC. The Borrower shall (i) take all actions necessary to qualify as a RIC (including making
the election to be treated as a RIC for its taxable year ended December 31, 2012) and to thereafter maintain its qualification
as a RIC, and (ii) at all times maintain its status as a “business development company” under the Investment Company
Act.


 


SECTION
5.11. Investment Policies. The Borrower shall at all times be in compliance in all material respects with its Investment
Policies (after giving effect to any Permitted Policy Amendments).


 


SECTION
5.12. Portfolio Valuation and Diversification Etc.


 


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


 


(b)          Portfolio
Valuation Etc.


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(B)         Unquoted
Investments- External Review. With respect to each Portfolio Investment for which market quotations are not readily available,
the Borrower shall select an Approved Third-Party Appraiser to determine the fair market value (on a positive assurance basis)
of such Portfolio Investment, as at the last day of two fiscal quarters each year (each a “Testing Quarter”)
(which, for the avoidance of doubt, shall not be two consecutive fiscal quarters for any Portfolio Investment); provided
that (x) the Value of any such Portfolio Investment (i.e., a Portfolio Investment for which market quotations are not readily available) acquired
shall be deemed to be equal to the cost of such Portfolio Investment until such time as the fair market value of such Portfolio
Investment is determined in accordance with the provisions of this sub-clause (B) as at the last day of the next succeeding
Testing Quarter with respect to such Portfolio Investment and (y) no Testing Quarter with respect to any Portfolio Investment for
which market quotations are not readily available shall end more than two fiscal quarters following the end of the immediately
preceding Testing Quarter for such Portfolio Investment or the end of the fiscal quarter during which such Portfolio Investment
was acquired.


 


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


 




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


 


(E)         Testing
of Values.


 


(x) For
the second calendar month immediately following the end of each fiscal quarter (the last such fiscal quarter is referred to herein
as, the “Testing Period”), the Administrative Agent shall cause an Approved Third-Party Appraiser selected by
the Administrative Agent to value (on a positive assurance basis) such number of Unquoted Investments (selected by the Administrative
Agent) that collectively have an aggregate Value approximately equal to the Calculation Amount. If there is a difference between
the Borrower’s valuation and the Approved Third-Party Appraiser’s valuation of any Unquoted Investment, the Value of
such Unquoted Investment for Borrowing Base purposes shall be established as set forth in sub-clause (F) below.


 


(y)          For
the avoidance of doubt, the valuation of any Approved Third-Party Appraiser selected by the Administrative Agent would not be as
of, or delivered at, the end of any fiscal quarter. Any such valuation would be as of the end of the second month immediately following
any fiscal quarter and would be reflected in the Borrowing Base Certificate for such month (provided that such Approved
Third-Party Appraiser delivers such valuation at least seven (7) Business Days before the 20th day after the end of
the applicable monthly accounting period and, if such valuation is delivered after such time, it shall be included in the Borrowing
Base Certificate for the following monthly period and applied to the then applicable balance of the related Portfolio Investment).
For illustrative purposes, if the given fiscal quarter is the fourth quarter ending on December 31, 2012, then (A) the Administrative
Agent would initiate the testing of Values (using the December 31, 2012 Calculation Values for purposes of determining the scope
of the testing under clauses (E)(x) during the month of February with the anticipation of receiving the valuations from
the applicable Approved Third-Party Appraiser(s) on or after February 28, 2013 and (B)(xx) if such valuations were received before
the 7th Business Day before March 20, 2013, such valuations would be included in the March 20, 2013 Borrowing Base Certificate
covering the month of February, or (yy) if such valuations were received after such time, they would be included in the April 20,
2013 Borrowing Base Certificate for the month of March.


 




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For the avoidance of doubt, all
calculations of value pursuant to this Section 5.12(b)(ii)(E) shall be determined without application of the Advance Rates.


 


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


 


(c)          RIC
Diversification Requirements. The Borrower will at all times, subject to applicable grace periods set forth in the Code, comply
with the portfolio diversification requirements set forth in Section 851(b)(3) of the Code.


 


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


 


(a)          the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in a consolidated group of corporations
or other entities (collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 10% of Shareholders’
Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate amount of investments in, and advances
to, Financing Subsidiaries) shall be 50% of the Advance Rate otherwise applicable; provided that, with respect to the
Portfolio Investments in a single Consolidated Group designated by the Borrower to the Administrative Agent such 10% figure shall
be increased to 12.5%;


 


(b)          the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a Consolidated Group
exceeding 20% of Shareholders’ Equity of the Borrower (which, for purposes of this calculation shall exclude the aggregate
amount of investments in, and advances to, Financing Subsidiaries) shall be 0%;


 




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(c)          the
Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification
Group that exceeds 20% of Shareholders’ Equity of the Borrower (which for purposes of this calculation shall exclude the
aggregate amount of investments in, and advances to, Financing Subsidiaries) shall be 0%; provided that, (a) with respect
to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative
Agent such 20% figure shall be increased to 25% and, accordingly, only to the extent that the Value for such single Industry Classification
Group exceeds 25% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0% and (b) with respect
to the Portfolio Investments in a single Industry Classification Group (other than the single Industry Classification Group designated
by the Borrower under clause (a) above) from time to time designated by the Borrower to the Administrative Agent such 20%
figure shall be increased to 30% and, accordingly, only to the extent that the Value for such single Industry Classification Group
exceeds 30% of the Shareholders’ Equity shall the Advance Rate applicable to such excess Value be 0%;


 


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


 


(e)          the
portion of the Borrowing Base attributable to Performing Non-Cash Pay High Yield Securities, Performing Non-Cash Pay Mezzanine
Investments, Equity Interests and Non-Performing Portfolio Investments shall not exceed 15%;


 


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


 


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


 


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


 


As used herein, the following terms have
the following meanings:


 


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


 




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	Portfolio Investment	 	Quoted	 	 	Unquoted	 
	Cash, Cash Equivalents and Short-Term U.S. Government Securities	 	 	100	%	 	 	0	%
	Long-Term U.S. Government Securities	 	 	95	%	 	 	0	%
	Performing First Lien Bank Loans	 	 	75	%	 	 	65	%
	Performing Unitranche Loans	 	 	65	%	 	 	55	%
	Performing Second Lien Bank Loans	 	 	60	%	 	 	50	%
	Performing Cash Pay Secured High Yield Securities	 	 	60	%	 	 	50	%
	Performing Cash Pay Unsecured High Yield Securities	 	 	50	%	 	 	40	%
	Performing Cash Pay Mezzanine Investments	 	 	45	%	 	 	35	%
	Non-Performing First Lien Bank Loans	 	 	40	%	 	 	40	%
	Non-Performing Unitranche Loans	 	 	35	%	 	 	30	%
	Non-Performing Second Lien Bank Loans	 	 	35	%	 	 	30	%
	Performing Non-Cash Pay Mezzanine Investments	 	 	35	%	 	 	25	%
	Performing Non-Cash Pay Secured High Yield Securities	 	 	35	%	 	 	25	%
	Performing Non-Cash Pay Unsecured High Yield Securities	 	 	30	%	 	 	20	%
	Performing Common Equity (and zero cost or penny warrants with performing debt)	 	 	25	%	 	 	15	%
	Non-Performing Mezzanine Investments	 	 	20	%	 	 	15	%
	Non-Performing High Yield Securities	 	 	15	%	 	 	15	%
	Non-Performing Common Equity	 	 	0	%	 	 	0	%
	Structured Finance Obligations and Finance Leases	 	 	0	%	 	 	0	%



 


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


 


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


 


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


 


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


 


“Finance Lease”
means any transaction representing the obligation of a lessee to pay rent or other amounts under a lease which is required to be
classified and accounted for as a capital lease on the balance sheet of such lessee under GAAP.


 




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“First Lien
Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest
(subject to Liens for “ABL” revolvers and customary encumbrances) on a substantial portion of the assets of the respective
borrower and guarantors obligated in respect thereof.


 


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


 


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


 


“Mezzanine Investments”
means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and
Preferred Stock in each case (a) issued by public or private issuers, (b) issued without registration under the Securities
Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that
are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Performing
Unitranche Loan” means Unitranche Loans other than Performing Unitranche Loans.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Preferred Stock,”
as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that
ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall
include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred
Capital Stock.


 


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


 


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


 


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


 




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


 


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


 


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


 


“Unitranche
Loan” means a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to superpriority rights
of other lenders following an event of default (such portion, a “second out” portion). The Borrower’s investment
in the second out portion shall be treated as a Unitranche Loan for purposes of determining the applicable Advance Rate for such
Portfolio Investment under the Facility.


 


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


 


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


 


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


 


ARTICLE
VI



NEGATIVE COVENANTS


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired, been terminated, Cash Collateralized or backstopped and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Lenders that:


 


SECTION
6.01. Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur,
assume or permit to exist any Indebtedness, except:


 


(a)          Indebtedness
created hereunder;


 


(b)          Unsecured
Longer-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, and (ii) the aggregate amount
of such Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount
required to comply with the provisions of Section 6.07(b);


 


(c)          Other
Permitted Indebtedness;


 




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


 


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


 


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


 


(g)          Permitted
SBIC Guarantees;


 


(h)          Indebtedness
under any Treasury Credit Facility not to exceed $100,000,000 in the aggregate; and


 


(i)          other
Indebtedness not to exceed $3,000,000 at any time.


 


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


 


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


 


(b)          Liens
created pursuant to this Agreement (including Section 2.19) or any of the Security Documents;


 


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


 


(d)          Permitted
Liens;


 


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


 


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


 


(g)          Liens
created pursuant to any Treasury Credit Facility; provided that such Liens (i) only constitute Liens on (A) Cash not exceeding
$2,000,000 at any one time outstanding and (B) U.S. Government Securities and (ii) do not constitute Liens on any Investments,
Cash or other property, in each case that constitute Collateral hereunder or are included in the Borrowing Base hereunder; and


 




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(h)          Liens
securing Indebtedness or other obligations in an aggregate principal amount not exceeding $2,000,000 at any one time outstanding.


 


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


 


Notwithstanding the foregoing
provisions of this Section:


 


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


 


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


 


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


 


(d)          the
Obligors may sell, transfer or otherwise dispose of Investments (other than to a Financing Subsidiary) so long as after giving
effect to such sale, transfer or other disposition (and any concurrent acquisitions of Investments or payment of outstanding Loans) the
Covered Debt Amount does not exceed the Borrowing Base;


 


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


 




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


 


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


 


SECTION
6.04. Investments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, acquire, make or
enter into, or hold, any Investments except:


 


(a)          operating
deposit accounts with banks;


 


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


 


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


 


(d)          Investments
by the Borrower and its Subsidiaries to the extent such Investments are permitted under the Investment Company Act and the Borrower’s
Investment Policies as in effect as of the date such Investments are acquired;


 


(e)          Investments
in Financing Subsidiaries so long as, (i) after giving effect to such Investment, the Covered Debt Amount does not exceed the Borrowing
Base and (ii) the sum of (x) all Investments under this clause (e) that occur after the Commitment Termination Date and
(y) all Investments under clause (f) below that occur after the Commitment Termination Date, shall not exceed $5,000,000
in the aggregate;


 


(f)          additional
Investments up to but not exceeding $15,000,000 in the aggregate; provided that the sum of (x) all Investments under this
clause (f) that occur after the Commitment Termination Date and (y) all Investments under clause (e) above that occur
after the Commitment Termination Date, shall not exceed $5,000,000 in the aggregate;


 


(g)          Investments
in Cash and Cash Equivalents; and


 


(h)          Investments
described on Schedule 3.12(b).


 


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


 




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SECTION
6.05. Restricted Payments. The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, declare
or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:


 


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


 


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


 


(c)          dividends
and distributions in each case in cash or other property (excluding for this purpose the Borrower’s common stock) in
addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on
the date of such Restricted Payment and after giving effect thereto:


 


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


 


(ii)          the
aggregate amount of Restricted Payments made during any taxable year of the Borrower after the date hereof under this clause
(c) shall not exceed the difference of (x) an amount equal to 10% of the estimated taxable income of the Borrower
for such taxable year determined under section 852(b)(2) of the Code in good faith by the Borrower on the date such Restricted
Payment is declared, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the
amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b)
(whether in respect of such taxable year or the previous taxable year) exceeds the most recent Good Faith Tax Estimate provided
by the Borrower to the Administrative Agent pursuant to Section 5.01(c)(iii).


 


(d)          other
Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the
Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing or
would result therefrom and (ii) on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent
and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving
effect to such Restricted Payment; provided that the aggregate amount of Restricted Payments made during any taxable year
of the Borrower after the date hereof in accordance with clause (c)  above and this clause (d) shall not exceed
the difference of (A) an amount equal to 20% of the estimated taxable income of the Borrower for such taxable year determined
under section 852(b)(2) of the Code in good faith by the Borrower on the date such Restricted Payment is declared, but without
regard to subparagraphs (A), (B) or (D) thereof, minus (B) the amount, if any, by which dividends
and distributions made during such taxable year pursuant to clause (b) above (whether in respect of such taxable year or
the previous taxable year) exceeds the most recent Good Faith Tax Estimate provided by the Borrower to the Administrative
Agent pursuant to Section 5.01(c)(iii).


 




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(e)          other
Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the
Covered Debt Amount does not exceed 50% of the Borrowing Base and (y) no Default shall have occurred and be continuing or
would result therefrom and (ii) on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent
and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving
effect to such Restricted Payment; provided that the aggregate amount of Restricted Payments made during any taxable year
of the Borrower after the date hereof in accordance with clauses (c) and (d)  above and this clause (e)
shall not exceed the difference of (A) an amount equal to 50% of the estimated taxable income of the Borrower for such taxable
year determined under section 852(b)(2) of the Code in good faith by the Borrower on the date such Restricted Payment is declared,
but without regard to subparagraphs (A), (B) or (D) thereof, minus (B) the amount, if any,
by which dividends and distributions made during such taxable year pursuant to clause (b) above (whether in respect of such
taxable year or the previous taxable year) exceeds the most recent Good Faith Tax Estimate provided by the Borrower to the
Administrative Agent pursuant to Section 5.01(c)(iii).


 


For purposes of preparing
any Borrowing Base Certificate pursuant to this Section, (A) the fair market value of Portfolio Investments for which market
quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair
market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the
Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d);
provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this sub-clause (B) to
the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such
Portfolio Investment.


 


Nothing herein shall
be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary
Guarantor.


 


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


 




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SECTION
6.07. Certain Financial Covenants.


 


(a)          Minimum
Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of
the Borrower to be less than $100,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and
its Subsidiaries after the Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).


 


(b)          Asset
Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 2.00 to 1 at any time.


 


(c)          Liquidity
Test. The Borrower will not permit (a) the aggregate Value of the Portfolio Investments that are Cash (excluding Cash Collateral
for outstanding Letters of Credit) or that can be converted to Cash in fewer than 10 Business Days without more than a 5% change
in price, to be less than (b) 15% of the Covered Debt Amount, for more than 30 consecutive Business Days during any period when
the Adjusted Covered Debt Balance is greater than 85% of the Adjusted Borrowing Base.


 


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


 


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


 




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


 


SECTION
6.11. Modifications of Unsecured Longer-Term Indebtedness Documents. The Borrower will not consent to any modification,
supplement or waiver of:


 


(a)          any
of the provisions of any agreement, instrument or other document evidencing or relating to any Unsecured Longer-Term Indebtedness
that would result in such Indebtedness not meeting the requirements of the definition of “Unsecured Longer-Term Indebtedness”
set forth in Section 1.01 of this Agreement; or


 


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


 


SECTION
6.12. Payments of Unsecured Longer-Term Indebtedness. The Borrower will not, nor will it permit any of the Subsidiary
Guarantors to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other
analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment of
the principal of or interest on, or any other amount owing in respect of, any Unsecured Longer-Term Indebtedness (other than the
refinancing of Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly
scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments
evidencing such Indebtedness (it being understood that any cash payment made in respect of the repurchase of convertible notes
at the option of the holder or the settlement in Cash or stock or a combination thereof upon conversion of such notes shall constitute
a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of this clause
(a)); and (b) so long as no Default shall exist or be continuing, any payment that, if treated as a Restricted Payment for
purposes of Section 6.05(d), would be permitted to be made pursuant to the provisions set forth in Section 6.05(d).


 


SECTION
6.13. Accounting Changes. The Borrower will not, nor will it permit any of its Subsidiaries to, make any change in
(a) accounting policies or reporting practices, except as permitted under GAAP or required by law or rule or regulation of any
Governmental Authority, or (b) its fiscal year.


 




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


 


ARTICLE
VII



EVENTS OF DEFAULT


 


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


 


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


 


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


 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with
this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect;


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


(k)          the
Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall become unable, admit in writing its inability or
fail generally to pay its debts as they become due;


 




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(l)          one
or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower
or any of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries)
to enforce any such judgment;


 


(m)         an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(n)          a
Change in Control shall occur;


 


(o)          the
Borrower shall cease to be managed by the External Manager or an Affiliate thereof;


 


(p)          if,
prior to the Final Maturity Date, any two principals of the External Manager (who initially will be Robert Ladd, Dean D’Angelo
and Joshua Davis), or any of their successors who have been approved by the Administrative Agent in its reasonable discretion within
ninety days, cease to be employed by the External Manager;


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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ARTICLE
VIII



THE ADMINISTRATIVE AGENT


 


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


 


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


 


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


 




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SECTION
8.04. Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by
the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


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


 


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


 




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


 


SECTION
8.07. Reliance by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall have no duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide
any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter, and the Administrative Agent shall have no responsibility with respect to the accuracy
of or the completeness of any information provided to Lenders.


 


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


 


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


 




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ARTICLE
IX



MISCELLANEOUS


 


SECTION
9.01. Notices; Electronic Communications.


 


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


 


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


 


Stellus Capital Investment Corporation

10000 Memorial Drive, Suite 500


Houston, Texas 77024

Attention: W. Todd Huskinson

Telecopy Number: (713) 292-5414

Telephone: (713) 292-5454


 


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


 


SunTrust Bank

3333 Peachtree Road, 7th Floor

Atlanta, Georgia 30326

Attention:  Doug Kennedy

Telecopy Number: (404) 739-7390


 


with a copy to:


 


SunTrust Bank

Agency Services

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

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906


 




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(iii)        if
to the Issuing Bank, to it at:


 


SunTrust Bank

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

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906


 


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


 


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


 


(b)          Electronic
Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2.06
if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or communications.


 


(i) Notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for
the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website address therefor.


 




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


 


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


 


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


 


SECTION
9.02. Waivers; Amendments.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


Anything in this Agreement
to the contrary notwithstanding, no waiver or modification of any provision of this Agreement or any other Loan Document that could
reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall
be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver
or modification.


 




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(c)          Amendments
to Security Documents. No Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens
thereof be spread to secure any additional obligations (including any increase in Loans hereunder, but excluding any such increase
pursuant to a Commitment Increase under Section 2.08(e) to an amount not greater than $195,000,000) except
pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of
the Required Lenders; provided that, (i) without the written consent of each Lender, no such agreement shall release
all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) without the
written consent of each Lender, no such agreement shall release all or substantially all of the collateral security or otherwise
terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations
entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and
ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security
provided thereby, or release all or substantially all of the guarantors under the Guarantee and Security Agreement from their guarantee
obligations thereunder, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so
agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering
property (and to release any such guarantor) that is the subject of either a disposition of property permitted hereunder or
a disposition to which the Required Lenders have consented.


 


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


 




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SECTION
9.03. Expenses; Indemnity; Damage Waiver.


 


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


 


(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Bank, the Swingline Lender and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all reasonable losses, claims, damages, liabilities, actions, judgments, suits,
costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable out-of-pocket fees and disbursements
of one outside counsel for all Indemnitees (and, if reasonably necessary, of one local counsel in any relevant jurisdiction for
all Indemnitees) unless, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by such counsel would be
inappropriate due to the existence of an actual or potential conflict of interest) in connection with any investigative, administrative
or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated
as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes,
rules or regulations and laws, statutes, rules or regulations relating to environmental, occupational safety and health or land
use matters), on common law or equitable cause or on contract or otherwise and related expenses or disbursements of any kind (other
than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.16),
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan, Swingline Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory and whether brought by the Borrower or a third party and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the fraud, willful misconduct or gross negligence of such Indemnitee. Notwithstanding the foregoing,
it is understood and agreed that indemnification for Taxes is subject to the provisions of Section 2.16.


 




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The Borrower shall not
be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or
as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing
limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.


 


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


 


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


 


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


 


SECTION
9.04. Successors and Assigns.


 


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


 




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(b)          Assignments
by Lenders.


 


(i)          Assignments
Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees
(other than natural persons, any Defaulting Lender or any Person listed in the Prohibited Assignees and Participants Side Letter)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


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


 


(B)         the
Administrative Agent and the Issuing Bank.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 




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


 


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


 


Each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement;
provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto
for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition,
notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the
Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the
account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such
Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder);
provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder
except for those amendments or waivers for which the consent of participants is required under paragraph (1) below,
and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public
information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC.


 




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


 




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(g)          Limitations
on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.14,
2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold
to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with paragraphs (e) and (f) of Section 2.16 as though it were a Lender
and in the case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the
Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form
and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under
applicable laws and regulations.


 


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


 


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


 


SECTION
9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections
2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination, Cash Collateralization
or backstop of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 




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


 


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


 


(b)          Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act.


 


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


 


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


 




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SECTION
9.09. Governing Law; Jurisdiction; Etc.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


SECTION
9.13. Treatment of Certain Information; No Fiduciary Duty; Confidentiality.


 




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


 


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


 




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


 


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


 



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