SECURED REVOLVING CREDIT AGREEMENT

63541748.7

Exhibit 10.1

Execution Version

AMENDMENT NO. 5 TO SENIOR

SECURED REVOLVING CREDIT AGREEMENT

(BENCHMARK REPLACEMENT AMENDMENT)

This AMENDMENT NO. 5 (this “ Amendment ”) dated as of July 2, 2024, and

effective as of the Amendment No. 5 Effective Date (as defined below) by and between

BARINGS BDC, INC., a Maryland corporation (the “ Borrower ”), ING CAPITAL LLC, as

administrative agent for the Lenders (as defined below) under the Credit Agreement (in such

capacity, together with its successors in such capacity, the “ Administrative Agent ”), is made with

respect to the Senior Secured Revolving Credit Agreement, dated as of February 21, 2019 (as

amended by the Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of

December 3, 2019, the Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated

as of December 29, 2021, the Amendment No. 3 to Senior Secured Revolving Credit Agreement,

dated as of February 25, 2022, the Amendment No. 4 to Senior Secured Revolving Credit

Agreement, dated as of May 9, 2023, and as further amended, restated, amended and restated,

supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit

Agreement ”), among the Borrower, the several banks and other financial institutions or entities

from time to time party to the Credit Agreement as lenders (the “ Lenders ”) and the

Administrative Agent. Unless otherwise specified, capitalized terms not otherwise defined herein

shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).

W I T N E S S E T H :

WHEREAS, pursuant to Article II of the Credit Agreement, the Borrower may

request that the Multicurrency Lenders make, and the Issuing Bank issue, in each case under the

Multicurrency Commitments, Loans and Letters of Credit denominated in Canadian Dollars

which, upon the making or issuance thereof, as applicable, incur interest, fees, commissions or

other amounts based on the Canadian Dollar Offered Rate (“ CDOR ”) in accordance with the

terms of the Credit Agreement;

WHEREAS, with respect to Loans and Letters of Credit denominated in Canadian

Xxxxxxx, the Administrative Agent and the Borrower have jointly elected to trigger a fallback

from CDOR pursuant to an Early Opt-In Election (as defined in the Credit Agreement, the

“ XXXXX Early Opt-In Election ”) in accordance with Section 2.12(d) of the Credit Agreement;

WHEREAS, the Administrative Agent and the Borrower have selected a

XXXXX-based rate as Benchmark Replacement (as defined in the Credit Agreement) for CDOR

in respect of all Available Tenors for Loans and Letters of Credit denominated in Canadian

Dollars and, pursuant to Section 2.12(d)(ii) of the Credit Agreement, such Benchmark

Replacement, together with any related Benchmark Replacement Conforming Changes (as

defined in the Credit Agreement), shall become effective at 5:00 p.m., New York City time, on

the fifth (5 th ) Business Day (the “ XXXXX Objection Deadline ”) after the day on which a draft of

this Amendment is posted to all Lenders so long as the Administrative Agent has not received,

by the XXXXX Objection Deadline, written notice of objection to the XXXXX Early Opt-In

Election from Lenders comprising the Required Lenders.

2

NOW THEREFORE, in consideration of the promises and the mutual agreements

contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION I  AMENDMENTS TO CREDIT AGREEMENT

Effective as of the Amendment No. 5 Effective Date, and subject to the terms and

conditions set forth below, the Credit Agreement is hereby amended to delete the stricken text

(indicated textually in the same manner as the following example: stricken text or stricken text )

and to add the double-underlined text (indicated textually in the same manner as the following

example: double-underlined text or double-underline text ) as set forth in the Credit Agreement

attached hereto as Exhibit A .

SECTION II  MISCELLANEOUS

2.1 Conditions to Effectiveness of Amendment .  This Amendment shall become

effective on and as of the date (the “ Amendment No. 5 Effective Date ”) on which the Borrower

has satisfied each of the following conditions precedent (unless a condition shall have been

waived in accordance with Section 9.02 of the Credit Agreement):

(a) Executed Counterparts .  The Administrative Agent shall have received from each

party hereto either (1) a counterpart of this Amendment signed on behalf of such party or (2)

written evidence satisfactory to the Administrative Agent (which may include telecopy

transmission or electronic mail of a signed signature page to this Amendment) that such party has

signed a counterpart of this Amendment.

(b) No Required Lender Objection .  The Administrative Agent shall have not

received, by the XXXXX Objection Deadline, written notice of objection to the XXXXX Early

Opt-In Election from Lenders comprising the Required Lenders.

The contemporaneous exchange and release of executed signature pages by each of the

Persons contemplated to be a party hereto shall render this Amendment signed and dated as of

such date and any such exchange and release of such executed signature pages by all such

persons shall constitute satisfaction or waiver (as applicable) of the conditions precedent set forth

in clauses (a) and (b) above.

2.2 Representations and Warranties .  To induce the other parties hereto to enter into

this Amendment, the Borrower represents and warrants to the Administrative Agent and each of

the Lenders that, as of the date hereof and after giving effect to this Amendment:

(a) This Amendment has been duly authorized, executed and delivered by the

Borrower, and constitutes a legal, valid and binding obligation of the Borrower enforceable in

accordance with its terms, except as such enforceability may be limited by (i) bankruptcy,

insolvency, reorganization, moratorium or similar laws of general applicability affecting the

enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at law).  The Credit

Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation

3

of the Borrower enforceable in accordance with its respective terms, except as such

enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or

similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the

application of general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law).

(b) The execution, delivery and performance by the Borrower of this Amendment,

and the consummation of the transactions contemplated hereby, (i) are within the Borrower’s

corporate powers, (ii) do not require any consent or approval of registration or filing with, or any

other action by, any Governmental Authority, except for (x) such as have been or will be

obtained or made and are in full force and effect and (y) filings and recordings in respect of the

Xxxxx created pursuant to the Security Documents, (iii) will not violate any applicable law or

regulation or the charters, by-laws or other organizational documents of the Borrower or any

order of any Governmental Authority (including the Investment Company Act and the rules,

regulations and orders issued by the SEC thereunder), (iv) will not violate or result in a default in

any material respect under any indenture, agreement or other instrument binding upon the

Borrower or assets, or give rise to a right thereunder to require any payment to be made by the

Borrower, and (v) except for Xxxxx created pursuant to the Security Documents, will not result in

the creation or imposition of any Lien on any asset of the Borrower.

(c) The representations and warranties set forth in Article III of the Credit Agreement

(as amended by this Amendment) and the representations and warranties in each other Loan

Document are true and correct in all material respects (other than any representation or warranty

already qualified by materiality or Material Adverse Effect, which shall be true and correct in all

respects) on and as of the date hereof or as to any such representations and warranties that refer

to a specific date, as of such specific date.

(d) No Default or Event of Default has occurred or is continuing under the Credit

Agreement.

2.3 Counterparts .  This Amendment may be executed in counterparts (and by

different parties hereto on different counterparts), each of which shall constitute an original, but

all of which when taken together shall constitute a single contract.  This Amendment constitutes

the entire contract between and among the parties relating to the subject matter hereof and

supersedes any and all previous agreements and understandings, oral or written, relating to the

subject matter hereof.  Delivery of an executed counterpart of this Amendment by telecopy or

electronic mail shall be effective as delivery of a manually executed counterpart of this

Amendment.

2.4 Payment of Expenses .  The Borrower agrees to pay and reimburse, pursuant to

Section 9.03 of the Credit Agreement, the Administrative Agent for all of its reasonable and

documented out-of-pocket costs and expenses incurred in connection with this Amendment.

2.5 GOVERNING LAW .  THIS AMENDMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

4

2.6 WAIVER OF JURY TRIAL .  EACH PARTY HERETO HEREBY WAIVES, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY

HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,

TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER

AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS,

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.6 .

2.7 Incorporation of Certain Provisions .  The provisions of Sections 9.01 , 9.07 , 9.09

and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if

fully set forth herein.

2.8 Effect of Amendment .  Except as expressly set forth herein, this Amendment shall

not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights

and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the

Subsidiary Guarantors under the Credit Agreement or any other Loan Document, and, except as

expressly set forth herein, shall not alter, modify, amend or in any way affect any of the other

terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or

any other Loan Document, all of which are ratified and affirmed in all respects and shall continue

in full force and effect.  Nothing herein shall be deemed to entitle any Person to a consent to, or a

waiver, amendment, modification or other change of, any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document in

similar or different circumstances.  This Amendment shall apply and be effective only with

respect to the provisions amended herein of the Credit Agreement.  Upon the effectiveness of

this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”

“hereof,” “herein” or words of similar import shall mean and be a reference to the Credit

Agreement as amended by this Amendment and each reference in any other Loan Document

shall mean the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan

Document.

2.9 Consent and Affirmation .  Without limiting the generality of the foregoing, by its

execution hereof, the Borrower hereby to the extent applicable as of the date hereof and on the

Amendment No. 5 Effective Date (i) consents to this Amendment and the transactions

contemplated hereby, (ii) agrees that the Guarantee and Security Agreement and each of the

other Security Documents is in full force and effect, and (iii) acknowledges and affirms that such

guarantee and/or grant, as applicable, is in full force and effect in respect of, and to secure, the

Secured Obligations (as defined in the Guarantee and Security Agreement).

2.10. Existing CDOR Loans .  Notwithstanding contained herein, in the Credit

Agreement or in any other Loan Document, (i) all Eurocurrency Loans (as defined in the Credit

Agreement) denominated in Canadian Dollars outstanding on the Amendment No. 5 Effective

5

Date immediately prior to giving effect to this Amendment (the “ Existing CDOR Loans ”) shall

continue to accrue interest based on CDOR and their applicable existing Interest Periods until the

last day of the Interest Period applicable to each such Existing CDOR Loans, and thereafter, all

Existing CDOR Loans shall be Eurocurrency Loans as determined in accordance with the Credit

Agreement (as amended hereby) and subject the final proviso of this Section 2.10 , (ii) from and

after the Amendment No. 5 Effective Date, any request for a new Eurocurrency Loan

denominated in Canadian Dollars, or request to continue an existing Eurocurrency Loan

denominated in Canadian Dollars, shall be deemed to be a request for a new Eurocurrency Loan

bearing interest at the Adjusted Term XXXXX, and (iii) subject to any express limitations set

forth in the immediately preceding clause (i), the terms of the Credit Agreement in respect of the

administration of Eurocurrency Loans denominated in Canadian Dollars (solely with respect to

the Existing CDOR Loans) shall remain in effect from and after the date hereof until the last day

of the Interest Period applicable to each such Existing CDOR Loan, in each case, solely for

purposes of administering the Existing CDOR Loans (including, without limitation, with respect

to the payment of interest accrued thereon, determination of breakage fees and other subject

matter set forth in Article II of the Credit Agreement); provided , that prior to the end of the

Interest Period currently in effect and applicable to any Existing CDOR Loan, the Borrower shall

either (x) deliver to the Administrative Agent an Interest Election Request requesting a

conversion of such Existing CDOR Loan to a Eurocurrency Loan bearing interest at a rate equal

to the Adjusted Term XXXXX, or, (y) if a notice of such conversion is not timely delivered, be

deemed to have selected a conversion of such Existing CDOR Loan into a Eurocurrency Loan

bearing interest at a rate equal to Adjusted Term XXXXX with an Interest Period of three (3)

months.

[ Signature pages follow ]

[Amendment No. 5 to Revolving Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed and delivered as of the day and year first above written.

BARINGS BDC, INC., as Borrower

By: /s/ Xxxxxxxxx X. Xxxxxx

Name: Xxxxxxxxx X. Xxxxxx

Title:  Chief Financial Officer

[Amendment No. 5 to Revolving Credit Agreement]

ING CAPITAL LLC, as Administrative Agent

By: /s/ Xxxxx Xx

Name: Xxxxx Xx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Director

EXHIBIT A

Credit Agreement

(Attached)

60053464 63541754.6

SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of

February 21, 2019,

as amended by Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of

December 3, 2019, by Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated

as of December 29, 2021, by Amendment No. 3 to Senior Secured Revolving Credit Agreement,

dated as of February 25, 2022 and , by Amendment No. 4 to Senior Secured Revolving Credit

Agreement, dated as of May 9, 2023 , and by Amendment No. 5 to Senior Secured Revolving

Credit Agreement, dated as of July 2, 2024

among

BARINGS BDC, INC.

as Borrower

The LENDERS Party Hereto

ING CAPITAL LLC

as Administrative Agent

ING CAPITAL LLC,

JPMORGAN CHASE BANK, N.A.

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

and

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Documentation A

(i)

TABLE OF CONTENTS

  Page

ARTICLE I.

DEFINITIONS

SECTION 1.01 Defined Terms....................................................................................... 1

SECTION 1.02 Classification of Loans and Borrowings.......................................... 51 52

SECTION 1.03 Terms Generally............................................................................... 51 53

SECTION 1.04 Accounting Terms; GAAP............................................................... 51 53

SECTION 1.05 Currencies; Currency Equivalents................................................... 52 54

SECTION 1.06 Outstanding Indebtedness................................................................ 54 55

SECTION 1.07 Rates; Screen Rate Notification....................................................... 54 56

ARTICLE II.

THE CREDITS

SECTION 2.01 The Commitments............................................................................ 54 56

SECTION 2.02 Loans and Borrowings..................................................................... 55 56

SECTION 2.03 Requests for Borrowings.................................................................. 55 57

SECTION 2.04 Letters of Credit............................................................................... 57 59

SECTION 2.05 Funding of Borrowings.................................................................... 62 63

SECTION 2.06 Interest Elections.............................................................................. 62 64

SECTION 2.07 Termination, Reduction or Increase of the Commitments............... 64 66

SECTION 2.08 Repayment of Loans; Evidence of Debt.......................................... 67 69

SECTION 2.09 Prepayment of Loans....................................................................... 69 70

SECTION 2.10 Fees.................................................................................................. 73 75

SECTION 2.11 Interest.............................................................................................. 74 76

SECTION 2.12 Certain Borrowing Provisions.......................................................... 75 78

SECTION 2.13 Increased Costs................................................................................ 81 83

SECTION 2.14 Break Funding Payments................................................................. 82 84

SECTION 2.15 Taxes................................................................................................ 83 85

SECTION 2.16 Payments Generally; Pro Rata Treatment: Sharing of Set-offs.      88 90

SECTION 2.17 Defaulting Lenders........................................................................... 90 92

SECTION 2.18 Mitigation Obligations; Replacement of Lenders............................ 92 94

SECTION 2.19 Maximum Rate................................................................................. 93 95

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.01 Organization; Powers....................................................................... 94 96

SECTION 3.02 Authorization; Enforceability.......................................................... 94 96

(ii)

SECTION 3.03 Governmental Approvals; No Conflicts.......................................... 94 96

SECTION 3.04 Financial Condition; No Material Adverse Effect........................... 94 96

SECTION 3.05 Litigation.......................................................................................... 95 97

SECTION 3.06 Compliance with Laws and Agreements......................................... 95 97

SECTION 3.07 Taxes................................................................................................ 95 97

SECTION 3.08 ERISA.............................................................................................. 95 98

SECTION 3.09 Disclosure........................................................................................ 96 98

SECTION 3.10 Investment Company Act; Margin Regulations.............................. 96 98

SECTION 3.11 Material Agreements and Liens....................................................... 97 99

SECTION 3.12 Subsidiaries and Investments........................................................... 97 99

SECTION 3.13 Properties....................................................................................... 98 100

SECTION 3.14 Solvency......................................................................................... 98 100

SECTION 3.15 No Default...................................................................................... 98 100

SECTION 3.16 Use of Proceeds.............................................................................. 98 100

SECTION 3.17 Security Documents....................................................................... 98 100

SECTION 3.18 Financing Subsidiaries................................................................... 99 101

SECTION 3.19 Affiliate Agreements...................................................................... 99 101

SECTION 3.20 Compliance with Sanctions............................................................ 99 101

SECTION 3.21 Anti-Money Laundering and Sanctions Program.......................... 99 101

SECTION 3.22 Anti-Corruption Laws.................................................................. 100 102

SECTION 3.23 Beneficial Ownership Certification............................................. 100 102

SECTION 3.24 EEA Financial Institutions........................................................... 100 102

ARTICLE IV.

CONDITIONS

SECTION 4.01 Effective Date.............................................................................. 100 102

SECTION 4.02 Conditions to Each Credit Event.................................................. 104 106

ARTICLE V.

AFFIRMATIVE COVENANTS

SECTION 5.01 Financial Statements and Other Information............................... 105 107

SECTION 5.02 Notices of Material Events........................................................... 108 110

SECTION 5.03 Existence; Conduct of Business................................................... 108 110

SECTION 5.04 Payment of Obligations................................................................ 108 111

SECTION 5.05 Maintenance of Properties; Insurance.......................................... 109 111

SECTION 5.06 Books and Records; Inspection and Audit Rights....................... 109 111

SECTION 5.07 Compliance with Laws and Agreements..................................... 110 112

SECTION 5.08 Certain Obligations Respecting Subsidiaries; Further

Assurances.................................................................................... 110 112

SECTION 5.09 Use of Proceeds............................................................................ 113 115

SECTION 5.10 Status of RIC and BDC................................................................ 114 116

(iii)

SECTION 5.11 Investment Policies; Valuation Policy......................................... 114 116

SECTION 5.12 Portfolio Valuation and Diversification Etc................................ 114 116

SECTION 5.13 Calculation of Borrowing Base.................................................... 120 122

SECTION 5.14 Taxes............................................................................................ 129 131

SECTION 5.15 Post-Closing Matters.................................................................... 129 131

ARTICLE VI.

NEGATIVE COVENANTS

SECTION 6.01 Indebtedness................................................................................. 129 131

SECTION 6.02 Liens............................................................................................. 131 133

SECTION 6.03 Fundamental Changes and Dispositions of Assets...................... 132 134

SECTION 6.04 Investments.................................................................................. 134 136

SECTION 6.05 Restricted Payments..................................................................... 135 137

SECTION 6.06 Certain Restrictions on Subsidiaries............................................ 136 138

SECTION 6.07 Certain Financial Covenants........................................................ 137 139

SECTION 6.08 Transactions with Affiliates......................................................... 137 139

SECTION 6.09 Lines of Business......................................................................... 138 140

SECTION 6.10 No Further Negative Pledge......................................................... 138 140

SECTION 6.11 Modifications of Indebtedness and Affiliate Agreements........... 138 140

SECTION 6.12 Payments of Longer-Term Indebtedness..................................... 139 141

SECTION 6.13 Modification of Investment and Valuation Policies.................... 139 141

SECTION 6.14 SBIC Guarantees.......................................................................... 139 142

SECTION 6.15 Derivative Transactions............................................................... 140 142

ARTICLE VII.

EVENTS OF DEFAULT

ARTICLE VIII.

THE ADMINISTRATIVE AGENT

SECTION 8.01 Appointment................................................................................ 143 145

SECTION 8.02 Capacity as Lender....................................................................... 144 146

SECTION 8.03 Limitation of Duties; Exculpation............................................... 144 146

SECTION 8.04 Reliance........................................................................................ 145 147

SECTION 8.05 Sub-Agents................................................................................... 145 147

SECTION 8.06 Resignation; Successor Administrative Agent............................. 145 147

SECTION 8.07 Reliance by Lenders..................................................................... 146 148

SECTION 8.08 Modifications to Loan Documents............................................... 146 148

SECTION 8.09 Certain ERISA Matters................................................................ 146 148

SECTION 8.10 Agents.......................................................................................... 147 149

SECTION 8.11 Collateral Matters......................................................................... 148 150

SECTION 8.12 Credit Bidding.............................................................................. 148 150

(iv)

SECTION 8.13 Non-Receipt of Funds by Administrative Agent; Erroneous

Payments...................................................................................... 149 151

ARTICLE IX.

MISCELLANEOUS

SECTION 9.01 Notices; Electronic Communications.......................................... 151 153

SECTION 9.02 Waivers; Amendments................................................................. 155 157

SECTION 9.03 Expenses; Indemnity; Damage Waiver........................................ 158 160

SECTION 9.04 Successors and Assigns................................................................ 161 163

SECTION 9.05 Survival........................................................................................ 166 168

SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution.. 166 168

SECTION 9.07 Severability.................................................................................. 167 169

SECTION 9.08 Right of Setoff.............................................................................. 167 169

SECTION 9.09 Governing Law; Jurisdiction; Etc................................................ 167 169

SECTION 9.10 WAIVER OF JURY TRIAL........................................................ 168 170

SECTION 9.11 Judgment Currency...................................................................... 168 170

SECTION 9.12 Headings...................................................................................... 169 171

SECTION 9.13 Treatment of Certain Information; Confidentiality...................... 169 171

SECTION 9.14 USA PATRIOT Act..................................................................... 170 172

SECTION 9.15 Termination.................................................................................. 170 172

SECTION 9.16 Acknowledgment and Consent to Bail-In of Affected Financial

Institutions.................................................................................... 171 173

SECTION 9.17 Interest Rate Limitation............................................................... 171 173

SECTION 9.18 Acknowledgement Regarding any Supported QFCs................... 171 173

SCHEDULE 1.01(a) - Approved Dealers and Approved Pricing Services

SCHEDULE 1.01(b) - Commitments

SCHEDULE 1.01(c) - Eligibility Criteria

SCHEDULE 1.01(d) - Industry Classification Groups

SCHEDULE 3.11(a) - Material Agreements

SCHEDULE 3.11(b) - Liens

SCHEDULE 3.12(a) - Subsidiaries

SCHEDULE 3.12(b) - Investments

SCHEDULE 6.08 - Certain Affiliate Transactions

EXHIBIT A - Form of Assignment and Assumption

EXHIBIT B - Form of Borrowing Base Certificate

EXHIBIT C - Form of Promissory Note

EXHIBIT D    - Form of Borrowing Request

EXHIBIT E    - Form of Interest Election Request

XXXXXX SECURED REVOLVING CREDIT AGREEMENT dated as of

February 21, 2019 (this “ Agreement ”), among BARINGS BDC, INC., a Maryland corporation

(the “ Borrower ”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative

Agent.

WHEREAS, the Borrower has requested that the Lenders (as defined herein)

extend credit to the Borrower from time to time pursuant to the commitments as set forth herein

and the Lenders have agreed to extend such credit upon the terms and conditions hereof.

NOW, THEREFORE , in consideration of the premises and the covenants and

agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Defined Terms .   As used in this Agreement, the following

terms have the meanings specified below:

“ 2025 Notes ” means the Borrower’s 4.66% unsecured notes due 2025 in an

aggregate principal amount of $50,000,000.

“ 2025-2 Notes ” means the Borrower’s 4.25% unsecured notes due 2025 in an

aggregate principal amount of $62,500,000.

“ 2026 Notes ” means the Borrower’s 3.41% unsecured notes due 2026 in an

aggregate principal amount of $80,000,000.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such

Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by

reference to the Alternate Base Rate.

“ ABR Term SOFR Determination Day ” has the meaning specified in the

definition of “Term SOFR”.

“ Additional Notes ” means unsecured notes (other than the 2025 Notes, the 2025-2

Notes and the 2026 Notes) that, at the time of issuance, have a tenor that is no shorter than three

(3) years and that does not end on or after the six-month anniversary of the Maturity Date to be

issued by the Borrower on or after the Amendment No. 3 Effective Date in an aggregate

principal amount not to exceed $500,000,000.

“ Adjusted Borrowing Base ” means the Borrowing Base minus the aggregate

amount of Cash and Cash Equivalents included in the Borrowing Base.

“ Adjusted Covered Debt Balance ” means, on any date, the aggregate Covered

Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included

in the Borrowing Base (excluding any Cash held by the Administrative Agent pursuant to

Section 2.04(k) ).

2

“ Adjusted Daily Simple RFR ” means, (i) with respect to any RFR Borrowing

denominated in Pounds Sterling, an interest rate per annum equal to the greater of (x) the sum of

(A) the Daily Simple RFR for Pounds Sterling, plus (B) the XXXXX Xxxxxxxxxx and (y) zero ,

and (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate per

annum equal to the greater of (x) the sum of (A) Daily Simple RFR for Swiss Francs, plus (B)

the SARON Adjustment and (y) zero.

“ Adjusted Eurocurrency Rate ” means , for the Interest Period for any

Eurocurrency Borrowing denominated in (a) a Foreign Currency (other than Canadian Dollars) ,

an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the

greater of (i)( a x ) the Eurocurrency Rate for such Foreign Currency for such Interest Period

multiplied by ( b y ) the Statutory Reserve Rate for such Interest Period and (ii) zero . , and (b)

Canadian Dollars, an interest rate per annum equal to (x) the Eurocurrency Rate for Canadian

Dollars for such Interest Period plus (y) the XXXXX Adjustment for such Interest Period (the

sum of the foregoing clauses (x) and (y), “Adjusted Term XXXXX”); provided that, if Adjusted

Term XXXXX as so determined shall ever be less than the Floor, then Adjusted Term XXXXX

shall be deemed to be the Floor.

“Adjusted Term XXXXX” has the meaning assigned to such term in the definition

of “Adjusted Eurocurrency Rate”.

“ Adjusted Term SOFR ” means, for purposes of any calculation, the rate per

annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment for such

Interest Period; provided that if Adjusted Term SOFR as so determined shall ever be less than

the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“ Administrative Agent ” means ING, in its capacity as administrative agent for the

Xxxxxxx xxxxxxxxx, and its successors in such capacity as provided in Section 8.06 .

“ Administrative Agent’s Account ” means, for each Currency, an account in

respect of such Currency designated by the Administrative Agent in a notice to the Borrower and

the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

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

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

any UK Financial Institution.

“ Affiliate ” means, with respect to a specified Person, another Person that directly,

or indirectly through one or more intermediaries, Controls or is Controlled by or is under

common Control with the Person specified.  Anything herein to the contrary notwithstanding, the

term “Affiliate” shall not include any Person that constitutes an Investment held by any such

Person in the ordinary course of business.  For the avoidance of doubt, the term “ Affiliate ” shall

include the Investment Advisor.

3

“ Affiliate Agreements ” means, collectively, (a) the Investment Advisory

Agreement, dated as of August 2, 2018, between the Borrower and Barings and (b) the

Administration Agreement, dated as of August 2, 2018, between the Borrower and Barings.

“ Agent External Value ” has the meaning assigned to such term in Section

5.12(b)(iii)(A).

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

“ Agreed Foreign Currency ” means, at any time, any of Canadian Dollars, Euros,

Pounds Sterling, AUD, New Zealand Dollars, Swiss Francs, Danish Krone, Norwegian Krone

and Swedish Krona and, with the agreement of each Multicurrency Lender and the

Administrative Agent, 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 freely

transferable and convertible into Dollars in the London foreign exchange market and (b) 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 or to permit the Issuing Bank to issue (or to make payment under) any Letter of

Credit denominated in such Foreign Currency and/or to permit the Borrower to borrow and repay

the principal thereof and to pay the interest thereon (or to repay any LC Disbursement under a

Letter of Credit denominated in such Foreign Currency), unless such authorization has been

obtained and is in full force and effect.

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

Agreement.

“ Alpine ” means Alpine Funding, LLC, a Delaware limited liability company.

“ Alpine Participation Interest ” means a participation interest in an investment that

at the time of acquisition by the applicable Obligor satisfies each of the following criteria:  (a)

the underlying investment would constitute an Eligible Portfolio Investment of such Obligor

were it acquired directly by such Obligor, (b) Alpine is the seller of the participation interest, (c)

the entire purchase price for such participation interest is paid in full at the time of its acquisition,

(d) the participation provides the participant all of the economic benefit and risk of the whole or

part of such portfolio investment that is the subject of such participation, (e) the terms of the

participation interest give such Obligor the right to elevate the participation to an assignment at

any time in its sole discretion and (f) the Administrative Agent shall have received evidence, in

form and substance reasonably satisfactory to it, of the release of any existing financiers’ security

interest in the underlying investment that such Alpine Participation Interest relates to (it being

understood and agreed that a certificate of a Financial Officer of the Borrower delivered to the

Administrative Agent certifying that any existing financiers’ security interest has been

automatically terminated pursuant to the underlying documentation shall be reasonably

acceptable evidence).

“ 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

4

plus 1/2 of 1%, (c) the Overnight Bank Funding Rate plus 1/2 of 1%, (d) Adjusted Term SOFR

for a period of one (1) month (taking into account any floor set forth in the definition of

“Adjusted Term SOFR”) plus 1% and (e) 1%.  Any change in the Alternate Base Rate due to a

change in the Prime Rate, the Federal Funds Effective Rate, Overnight Bank Funding Rate, or

Adjusted Term SOFR shall be effective from and including the effective date of such change in

the Prime Rate, the Federal Funds Effective Rate, Overnight Bank Funding Rate, or Adjusted

Term SOFR, as the case may be.  If the Alternate Base Rate is being used as an alternate rate of

interest pursuant to Section 2.12(d) or the Administrative Agent is not able to determine

Adjusted Term SOFR for purposes of this definition for any reason, then the Alternate Base Rate

shall be the greatest of clauses (a), (b), (c) and (e) above and shall be determined without

reference to clause (d) above.

“ Amendment No. 1 Effective Date ” means December 3, 2019.

“ Amendment No. 3 Effective Date ” has the meaning assigned to such term in

Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of February 25,

2022, by and among the Borrower, the Subsidiary Guarantors party thereto, the Administrative

Agent and the Lenders party thereto.

“ Amendment No. 4 Effective Date ” has the meaning assigned to such term in

Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of May 9, 2023, by

and among the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and

the Lenders party thereto.

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction

from time to time relating to bribery or corruption.

“ Applicable Dollar Percentage ” means, with respect to any Dollar Lender, the

percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar

Commitments.  If the Dollar Commitments have terminated or expired, the Applicable Dollar

Percentage shall be determined based upon the Dollar Commitments most recently in effect,

giving effect to any assignments pursuant to Section 9.04(b) .

“ Applicable External Value ” shall mean with respect to any Unquoted

Investment, the most recent Borrower External Unquoted Value determined with respect to such

Unquoted Investment; provided , however , if an Agent External Value with respect to such

Unquoted Investment is more recent than such Borrower External Unquoted Value, then the term

“Applicable External Value” shall mean the most recent Agent External Value obtained with

respect to such Unquoted Investment.

“ Applicable Margin ” means a per annum rate determined on a daily basis

according to the following pricing grid:

5

	Eurocurrency Loans	Term SOFR Loans	RFR Loans	ABR Loans
During any period that the Ratings Condition is not satisfied	2.25%	2.25%	2.25%	1.25%
During any period that the Ratings Condition is satisfied	2.00%	2.00%	2.00%	1.00%

Any change in the Applicable Margin as a result of a change in the Ratings Condition shall be

effective as of the effective date of the change in the Borrower’s Credit Rating.

“ Applicable Multicurrency Percentage ” means, with respect to any Multicurrency

Lender, the percentage of the total Multicurrency Commitments represented by such

Multicurrency Lender’s Multicurrency Commitments.  If the Multicurrency Commitments have

terminated or expired, the Applicable Multicurrency Percentage shall be determined based upon

the Multicurrency Commitments most recently in effect, giving effect to any assignments

pursuant to Section 9.04(b) .

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the

total Commitments represented by such Xxxxxx’s Commitments.  If the Commitments have

terminated or expired, the Applicable Percentages shall be determined based upon the

Commitments most recently in effect, giving effect to any assignments pursuant to Section

9.04(b) .

“ Approved Dealer ” means (a) in the case of any Eligible Portfolio Investment that

is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities

Exchange Act of 1934 of nationally recognized standing or an Affiliate thereof, as set forth on

Schedule 1.01(a) , (b) in the case of a U.S. Government Security, any primary dealer in U.S.

Government Securities and (c) in the case of any foreign Portfolio Investment, any foreign

broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of

clauses (a), (b) and (c) above, as set forth on Schedule 1.01(a) or any other bank or broker-dealer

acceptable to the Administrative Agent in its reasonable determination.

“ Approved Pricing Service ” means (a) a pricing or quotation service as set forth

in Schedule 1.01(a) or (b) any other pricing or quotation service (i) approved by the Investment

Advisor (so long as it has the necessary delegated authority) or the Directing Body of the

Xxxxxxxx, (ii) designated in writing by the Borrower to the Administrative Agent (which

designation shall be accompanied by a copy of a resolution of the Directing Body of the

Borrower that such pricing or quotation service has been approved by the Borrower), and (iii)

acceptable to the Administrative Agent in its reasonable determination.

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“ 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 Directing Body of the

Borrower that such firm has been approved by the Borrower for purposes of assisting the

Directing Body 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 in its reasonable discretion; provided that, if any

proposed appraiser requests or requires a non-reliance letter, confidentiality agreement or similar

agreement prior to allowing the Administrative Agent to review any written valuation report,

such Person shall only be deemed an Approved Third-Party Appraiser if the Administrative

Agent and such Approved Third-Party Appraiser shall have entered into such a letter or

agreement.  Subject to the foregoing, it is understood and agreed that, so long as the same are

Independent third-party appraisal firms approved by the Directing Body of the Borrower,

Xxxxxxx & Xxxxxx, Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc., Duff & Xxxxxx LLC, Murray,

Xxxxxx and Company, Lincoln Partners Advisors, LLC, Xxxxx Xxxxxx Xxxx, LLC and Valuation

Research Corporation are acceptable to the Administrative Agent solely to the extent they are not

serving as the Independent Valuation Provider.

“ Asset Sale ” means a sale, lease or sub lease (as lessor or sublessor), sale and

leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property

with, any Person, in one transaction or a series of transactions, of all or any part of any Obligor’s

assets or properties of any kind, whether real, personal, or mixed and whether tangible or

intangible, whether now owned or hereafter acquired; provided , however , the term “Asset Sale”

as used in this Agreement shall not include the disposition of Portfolio Investments originated by

the Borrower and promptly transferred to a Financing Subsidiary pursuant to the terms of Section

6.03(e) or 6.03(i) hereof.

“ Assignment and Assumption ” means an Assignment and Assumption entered

into by a Lender and an assignee (with the consent of any party whose consent is required by

Section 9.04(b) ), and accepted by the Administrative Agent as provided in Section 9. 04 in the

form of Exhibit A or any other form reasonably approved by the Administrative Agent.

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

“ AUD ” and “ A$ ” refers to the lawful currency of The Commonwealth of

Australia.

“ AUD Rate ” means for any Loans in AUD, (a) the AUD Screen Rate plus (b)

0.20%.

“ AUD Screen Rate ” means, with respect to any Interest Period, the average bid

reference rate administered by the Australian Financial Markets Association (or any other Person

that takes over the administration of such rate) for AUD bills of exchange with a tenor equal in

length to such Interest Period as displayed on page BBSY of the Reuters screen (or, in the event

such rate does not appear on such Reuters page, on any successor or substitute on such screen

that displays such rate, or on the appropriate page of such other information service that

publishes such rate as shall be selected by the Administrative Agent from time to time in its

7

reasonable discretion) on or about 11:00 a.m. (Sydney, Australia time) on the first day of such

Interest Period.  If the AUD Screen Rate shall be less than zero, the AUD Screen Rate shall be

deemed to be zero for purposes of this Agreement.

“ Availability Period ” means the period from and including the Effective Date to

but excluding the earlier of the Revolver Termination Date and the date of termination of the

Commitments in accordance with this Agreement.

“ Available Tenor ” means, as of any date of determination and with respect to the

then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any

tenor for such Benchmark that is or may be used for determining the length of an Interest Period

or (y) otherwise, any payment period for interest calculated with reference to such Benchmark,

as applicable, pursuant to this Agreement as of such date.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers

by the applicable Resolution Authority in respect of any liability of an Affected Financial

Institution.

“ Bail-In Legislation ” means, (a) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council

of the European Union, the implementing law, regulation rule or requirement for such EEA

Member Country from time to time which is described in the EU Bail-In Legislation Schedule

and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsounds or failing banks, investment firms or other

financial institutions or their affiliates (other than through liquidation, administration or other

insolvency proceedings).

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

“ Barings ” means Barings LLC, a Delaware limited liability company.

“ Benchmark ” means, initially, with respect to (a) Dollars, Term SOFR, (b)

Pounds Sterling and Swiss Francs, the Daily Simple RFR for the applicable Currency and (c) any

other Currency, the applicable Eurocurrency Rate; provided that if a replacement of the

Benchmark has occurred pursuant to Section 2.12(d) , then “Benchmark” means the applicable

Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior

benchmark rate.  Any reference to “Benchmark” shall include, as applicable, the published

component used in the calculation thereof.

“ Benchmark Replacement ” means, for any Available Tenor:

(1) For purposes of clause (i) of Section 2.12(d) , the first alternative set forth

in the order below that can be determined by the Administrative Agent , provided that, in the case

of any Loan denominated in an Agreed Foreign Currency (other than Canadian Dollars), such

alternative shall be the alternative set forth in clause (b) below :

8

(a) the sum of (i) Daily Simple SOFR and (ii) 0.10% (10 basis points);

and

(a) (i) in the case of any Loans denominated in Dollars, the sum of (x)

Daily Simple SOFR and (y) 0.10% (10 basis points), and (ii) in the case of any Loans

denominated in Canadian Dollars, the sum of (x) Daily Compounded XXXXX and (y)

0.29547% (29.547 basis points); and

(b) the sum of: (i) the alternate benchmark rate and (ii) a spread

adjustment (which may be a positive or negative value  or zero), in each case, that has

been selected by the Administrative Agent and the Borrower as the replacement for such

Available Tenor of such Benchmark giving due consideration to any evolving or then-

prevailing market convention, including any applicable recommendations made by the

Relevant Governmental Body, for syndicated credit facilities denominated in Dollars at

such time; and

(2) For purposes of clause (ii) of Section 2.12(d) , the sum of: (a) the alternate

benchmark rate and (b) a spread adjustment (which may be a positive or negative value  or zero),

in each case, that has been selected by the Administrative Agent and the Borrower as the

replacement for such Available Tenor of such Benchmark giving due consideration to any

evolving or then-prevailing market convention, including any applicable recommendations made

by the Relevant Governmental Body, for syndicated credit facilities denominated in the

applicable Currency at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1)

or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the

Floor for the purposes of this Agreement and the other Loan Documents.

“ Benchmark Replacement Conforming Changes ” means, with respect to any

Benchmark Replacement, Term XXXXX, Term SOFR , Daily Compounded XXXXX or Daily

Simple RFR, any technical, administrative or operational changes (including changes to the

definition of “ABR”, the definition of “Business Day”, the definition of “Interest Period,” timing

and frequency of determining rates and making payments of interest, timing of borrowing

requests or prepayment, conversion or continuation notices, the applicability and length of

lookback periods, the applicability of breakage provisions, the formula for calculating any

successor rates identified pursuant to the definition of “Daily Simple RFR” and other technical,

administrative or operational matters) that the Administrative Agent in consultation with the

Xxxxxxxx decides may be appropriate to reflect the adoption and implementation of such

Benchmark Replacement, Term XXXXX, Term SOFR , Daily Compounded XXXXX or Daily

Simple RFR and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that

adoption of any portion of such market practice is not administratively feasible or if the

Administrative Agent determines that no market practice for the administration of such

Benchmark Replacement, Term XXXXX, Term SOFR , Daily Compounded XXXXX or Daily

Simple RFR exists, in such other manner of administration as the Administrative Agent decides

is reasonably necessary in connection with the administration of this Agreement and the other

Loan Documents).

9

“ Benchmark Transition Event ” means, with respect to any then-current

Benchmark, the occurrence of a public statement or publication of information by or on behalf of

the administrator of the then-current Benchmark, the regulatory supervisor for the administrator

of such Benchmark, the Board, the NYFRB, an insolvency official with jurisdiction over the

administrator for such Benchmark, a resolution authority with jurisdiction over the administrator

for such Benchmark or a court or an entity with similar insolvency or resolution authority over

the administrator for such Benchmark, announcing or stating that (a) such administrator has

ceased or will cease on a specified date to provide all Available Tenors of such Benchmark,

permanently or indefinitely, provided that, at the time of such statement or publication, there is

no successor administrator that will continue to provide any Available Tenor of such Benchmark

or (b) all Available Tenors of such Benchmark are or will no longer be representative of the

underlying market and economic reality that such Benchmark is intended to measure and that

representativeness will not be restored.

“ Beneficial Ownership Certification ” means a certification regarding a beneficial

ownership required by the Beneficial Ownership Regulation.

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

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or

(c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for

purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee

benefit plan” or “plan”.

“ Board ” means the Board of Governors of the Federal Reserve System of the

United States of America.

“ Board of Directors” means, with respect to any person, (a) in the case of any

corporation, the board of directors of such person, (b) in the case of any limited liability

company, the board of managers (or the equivalent) of such person, or if there is none, the Board

of Directors of the managing member of such Person, (c) in the case of any partnership, the

Board of Directors (or the equivalent) of the general partner of such person and (d) in any other

case, the functional equivalent of the foregoing.

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

Agreement.

“ Borrower External Unquoted Value ” has the meaning assigned to such term in

Section 5.12(b)(ii)(B)(y) .

“ Borrowing ” means (a) all ABR Loans of the same Class made, converted or

continued on the same date, (b) all RFR Loans of the same Class denominated in the same

Currency, (c) all Term SOFR Loans of the same Class denominated in the same Class that have

the same Interest Period and/or (d) all Eurocurrency Loans of the same Class denominated in the

same Currency that have the same Interest Period.

10

“ 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 the aggregate Covered Debt Amount as of such date exceeds

the Borrowing Base as of such date.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in

accordance with Section 2.03 , substantially in the form of Exhibit D hereto or such other form as

is reasonably satisfactory to the Administrative Agent.

“ Broadly Syndicated Loan ” has the meaning assigned to such term in Section

5.13 .

“ Business Day ” means any day (a) that is not a Saturday, Sunday or other day on

which commercial banks in New York City are authorized or required by law to remain closed,

(b) when used in connection with a Eurocurrency Loan, the term “Business Day” shall also

exclude any day on which banks are not open for general business in the Principal Financial

Center of the country for the Currency in which such Eurocurrency Loan is denominated and, if

the Borrowings or LC Disbursements which are the subject of such a borrowing, drawing,

payment, reimbursement or rate selection are denominated in Euros, the term “Business Day”

shall also exclude any day on which the TARGET2 payment system is not open for the

settlement of payment in Euros, and (c) when used in relation to RFR Loans or any interest rate

settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other

dealings in the applicable Currency of such RFR Loan, the term “Business Day” shall also

exclude any day that is not an RFR Business Day.

“ Calculation Amount ” has the meaning assigned to such term in Section

5.12(b)(iii)(B).

“ Canadian Dollar ” means the lawful money of Canada.

“ Canadian Prime Rate ” means, on any day, the rate determined by the

Administrative Agent to be the higher of ( i a ) the rate equal to the PRIMCAN index rate that

appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that

the PRIMCAN index is not published by Bloomberg, any other information service that

publishes such index from time to time, as selected by the Administrative Agent in its reasonable

discretion) and ( ii b ) the CDOR Rate Adjusted Term XXXXX for one month, plus 1% per annum.

The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best

rate actually charged to any customer. Any change in the Canadian Prime Rate due to a change

in the PRIMCAN index or the CDOR Rate Adjusted Term XXXXX shall be effective from and

including the effective date of such change in the PRIMCAN Index or the CDOR Rate Adjusted

Term XXXXX , respectively. If the Canadian Prime Rate is being used as an alternate rate of

interest pursuant to Section 2.12 or if the Administrative Agent is not able to determine Adjusted

11

Term XXXXX for purposes of this definition for any reason, then the Canadian Prime Rate shall

be equal to clause (a) above and shall be determined without reference to clause (b) above.

“ Capital Lease Obligations ” of any Person means the obligations of such Person

to pay rent or other amounts under any lease of (or other arrangement conveying the right to

use) real or personal property, or a combination thereof, which obligations are required to be

classified and accounted for as capital leases or finance leases on a balance sheet of such Person

under GAAP, and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP.

“ Cash ” means any immediately available funds in Dollars or in any currency

other than Dollars (measured in terms of the Dollar Equivalent thereof) which is a freely

convertible currency.

“ Cash Collateralize ” means, with respect to a Letter of Credit, the pledge and

deposit of immediately available funds (or, if the Issuing Bank shall agree in its sole discretion,

other credit support) in the Currency of the Letter of Credit under which such LC Exposure

arises into a cash collateral account (the “ Letter of Credit Collateral Account ”) maintained with

(or on behalf of) the Administrative Agent in an amount equal to one hundred and two percent

(102%) of the face amount of such Letter of Credit (or such other amount as may be specified in

any applicable provision hereof) as collateral pursuant to documentation in form and substance

satisfactory to the Administrative Agent and the Issuing Bank.  “Cash Collateral” shall have a

meaning correlative to the foregoing and shall include the proceeds of such cash collateral and

other credit support.

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

the following obligations:

(a) Short-Term U.S. Government Securities;

(b) investments in commercial paper maturing within 180 days from

the date of acquisition thereof and having, at such date of acquisition, a credit rating of at

least A-1 from S&P and at least P-1 from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and

time deposits maturing within 180 days from the date of acquisition thereof (i) issued or

guaranteed by or placed with, and money market deposit accounts issued or offered by,

any domestic office of any commercial bank organized under the laws of the United

States of America or any State thereof or under the laws of a Permitted Foreign

Jurisdiction; 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

Xxxxx’x;

(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

12

entered into with (i) a financial institution satisfying the criteria described in clause (c) of

this definition or (ii) an Approved Dealer having (or being a member of a consolidated

group having) at such date of acquisition, a credit rating of at least A-1 from S&P and at

least P-1 from Moody’s;

(e) certificates of deposit or bankers’ acceptances with a maturity of

ninety (90) days or less of any financial institution that is a member of the Federal

Reserve System having combined capital and surplus and undivided profits of not less

than $1,000,000,000; and

(f) investments in money market funds and mutual funds, which

invest substantially all of their assets in Cash or assets of the types described in clauses

(a) through (e) above;

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 Xxxxx’x or S&P, as

the case may be; (iii) Cash Equivalents (other than U.S. Government Securities, certificates of

deposit or repurchase agreements) shall not include any such investment representing more than

25% of total assets of the Obligors in any single issuer; and (iv) in no event shall Cash

Equivalents include any obligation that is not denominated in Dollars or in an Agreed Foreign

Currency.

“ CDOR Rate ” means, on any day and for any Interest Period (other than a period

of six months’ duration), an annual rate of interest equal to the average rate applicable to

Canadian Dollar bankers’ acceptances for the applicable period that appears on the Reuters

Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any

successor or substitute page or screen that displays such rate, or on the appropriate page of such

other information service that publishes such rate from time to time, as selected by the

Administrative Agent in its reasonable discretion) , rounded to the nearest 1/100 th of 1%

(with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if

such day is not a Business Day, then on the immediately preceding Business Day (the “ CDOR

Screen Rate ”); provided that if such CDOR Rate shall be less than zero, such rate shall be

deemed to be zero for purposes of this Agreement.

“ CDOR Screen Rate ” has the meaning assigned to such term in the definition of

the term “CDOR Rate”.

“ CFC ” means a Subsidiary that is a “controlled foreign corporation” directly or

indirectly owned by an Obligor within the meaning of Section 957 of the Code.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of the Securities Exchange

Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than the

Investment Advisor of shares representing more than 35% of the aggregate ordinary voting

power represented by the issued and outstanding capital stock of the Borrower, (b) the

13

occupation of a majority of the seats (other than vacant seats) on the Board of Directors of the

Borrower by Persons who were not (A) members of the Board of Directors of the Borrower as of

the later of (x) the Effective Date and (y) the corresponding date of the previous year, (B)

approved, selected or nominated to become members of the Board of Directors of the Borrower

by the Board of Directors of the Borrower of which a majority consisted of individuals described

in clause (A), or (C) approved, selected or nominated to become members of the Board of

Directors of the Borrower by the Board of Directors of the Borrower of which a majority

consisted of individuals described in clause (A) and individuals described in clause (B) or (c) the

acquisition of direct or indirect Control of the Borrower by any Person or group other than the

Investment Advisor.

“ Change in Law ” means (a) the adoption of any law, rule or regulation or treaty

after the Effective Date, (b) any change in any law, rule or regulation or treaty or in the

interpretation, implementation or application thereof by any Governmental Authority after the

Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section

2.13(b) or Section 2.18(a) , by such Xxxxxx’s or the Issuing Bank’s holding company, if any, or

by any lending office of such Lender) with any request, guideline or directive (whether or not

having the force of law) of any Governmental Authority made or issued after the Effective Date;

provided that, notwithstanding anything herein to the contrary, (I) the Xxxx-Xxxxx Xxxx Street

Reform and Consumer Protection Act and all requests, rules, guidelines or directives in

connection therewith and (II) all requests, rules, guidelines or directives promulgated by the

Bank For International Settlements, the Basel Committee on Banking Supervision (or any

successor or similar authority) or the United States or foreign regulatory authorities, in each case

pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the

date enacted, adopted, issued, promulgated or implemented.

“ CIBOR Rate ” means, in the case of any Eurocurrency Borrowing denominated

in DKK, with respect to any Interest Period, a rate per annum equal to the Copenhagen Interbank

Offered Rate administered by the Finance Denmark (or any other person that takes over

administration of that rate) for deposits in DKK with a term equivalent to such Interest Period as

displayed on such screen that displays such rate, or on the appropriate page of such other

information service that publishes such rate as shall be selected by the Administrative Agent

from time to time in its reasonable discretion (the “ CIBOR Screen Rate ”) as of 11:00 a.m.

Copenhagen, Denmark time two Business Days prior to the commencement of such Interest

Period.  If the CIBOR Rate shall be less than zero, the CIBOR Rate shall be deemed to be zero

for purposes of this agreement.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such

Loan, or the Loans constituting such Borrowing, are Dollar Loans or Multicurrency Loans; when

used in reference to any Lender, refers to whether such Lender is a Dollar Lender or a

Multicurrency Lender; and when used in reference to any Commitment, refers to whether such

Commitment is a Dollar Commitment or a Multicurrency Commitment.

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

time.

14

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

Agreement.

“ Collateral Agent ” means ING in its capacity as Collateral Agent under the

Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.

“ Commitment ” means, collectively, the Dollar Commitments and the

Multicurrency Commitments.

“ Commitment Increase ” has the meaning assigned to such term in Section

2.07(e)(i) .

“ Commitment Increase Date ” has the meaning assigned to such term in Section

2.07(e)(i) .

“ Consolidated Asset Coverage Ratio ” means, on a consolidated basis for

Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities and

indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior

Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined

pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower

thereunder).  For clarity, the calculation of the Consolidated Asset Coverage Ratio shall be made

in accordance with any exemptive order issued by the SEC under Section 6(c) of the Investment

Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the

definition of Senior Securities only so long as (a) such order is in effect, (b) no obligations have

become due and owing pursuant to the terms of any Permitted SBIC Guarantee and (c) such

Indebtedness is owed to the SBA.

“ Control ” means the possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of a Person, whether through the ability to

exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings

correlative thereto.

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

“ Control Agreement ” means that certain Control Agreement, dated as of the date

hereof, by and among the Borrower, Energy Hardware Holdings, Inc., the Collateral Agent and

the Custodian.

“XXXXX” means the Canadian Overnight Repo Rate Average administered and

published by the XXXXX Administrator.

“XXXXX Adjustment” means, for any calculation, a percentage per annum equal

to (x) 0.29547% for an Interest Period of one month and (y) 0.32138% for an Interest Period of

three months.

“XXXXX Administrator” means the Bank of Canada (or any successor

administrator of the Canadian Overnight Repo Rate Average).

15

“XXXXX Administrator’s Website” means the website of the Bank of Canada or

any successor source for the Canadian Overnight Repo Rate Average identified as such by the

XXXXX Administrator from time to time.

“ Covenant-Lite Loan ” has the meaning assigned to such term in Section 5.13 .

“ Covered Debt Amount ” means, on any date, the sum of (x) all of the Credit

Exposures of all Lenders on such date, plus (y) the aggregate principal amount (including any

increase in the aggregate principal amount resulting from payable-in-kind interest) of Other

Covered Indebtedness outstanding on such date minus (z) LC Exposure that has been Cash

Collateralized or LC Exposure that has been backstopped in a manner reasonably satisfactory to

the Administrative Agent.  For the avoidance of doubt, for purposes of calculating the Covered

Debt Amount, any convertible securities included in the Covered Debt Amount will be included

at the then outstanding principal balance thereof.

“ Covered Taxes ” means (i) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any Loan

Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.

“ Credit Default Swap ” means any credit default swap entered into as a means to

hedge the default risk of bonds, notes, loans, debentures or securities of the Borrower or any

Obligor.

“ Credit Exposure ” means, with respect to any Lender at any time, the sum of the

outstanding principal amount of such Lender’s Dollar Credit Exposure and Multicurrency Credit

Exposure at such time (including, for the avoidance of doubt, the Loans and LC Exposure

surviving after the Revolver Termination Date).

“ Credit Rating ” means the rating assigned by a Rating Agency to the senior

unsecured long term indebtedness of a Person.

“ Currency ” means Dollars or any Foreign Currency.

“ Custodian ” means State Street Bank and Trust Company, or any other financial

institution mutually agreeable to the Collateral Agent and the Borrower, as custodian holding

documentation for Portfolio Investments, and accounts of the Obligors holding Portfolio

Investments, on behalf of the Obligors and, pursuant to the Custodian Agreement, the Collateral

Agent.  The term “Custodian” includes any agent or sub-custodian acting on behalf of the

Custodian pursuant to the terms of the Custodian Agreement.

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

“ Custodian Agreement ” means, collectively, (i) that certain Control Agreement,

dated as of the date hereof, entered into by and between the Borrower and the Custodian and (ii)

such other control agreements as may be entered into by and among an Obligor, the Collateral

Agent and a Custodian, in form and substance reasonably satisfactory to the Administrative

Agent and the Borrower.

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“Daily Compounded XXXXX” means, for any day, XXXXX with interest

accruing on a compounded daily basis, with the methodology and conventions for this rate

(which will include compounding in arrears with a lookback) being established by the

Administrative Agent in accordance with the methodology and conventions for this rate selected

or recommended by the Relevant Governmental Body for determining compounded XXXXX for

business loans; provided that if the Administrative Agent decides that any such convention is not

administratively feasible for the Administrative Agent, then the Administrative Agent may (in

consultation with the Borrower) establish another convention in its reasonable discretion; and

provided that if the administrator has not provided or published CORRA and a Benchmark

Replacement Date with respect to XXXXX has not occurred, then, in respect of any day for

which XXXXX is required, references to XXXXX will be deemed to be references to the last

provided or published CORRA.  Any change in Daily Compounded XXXXX due to a change in

XXXXX shall be effective from and including the effective date of such change in CORRA

without notice to the Borrower.

“ Daily Simple RFR ” means, for any day (an “ RFR Rate Day ”), an interest rate per

annum equal to, for any RFR Loan denominated in (a) Pounds Xxxxxxxx, XXXXX for the day that

is five (5) RFR Business Days prior to (x) if such RFR Rate Day is an RFR Business Day, such

RFR Rate Day, or (y) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day

immediately preceding such RFR Rate Day , and (b) Swiss Francs, SARON for the day that is

five (5) RFR Business Days prior to (x) if such RFR Rate Day is an RFR Business Day, such

RFR Rate Day, or (y) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day

immediately preceding such RFR Rate Day. Any change in Daily Simple RFR due to a change in

the applicable RFR shall be effective from and including the effective date of such change in the

RFR without notice to the Borrower.

“ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this

rate (which will include a lookback) being established by the Administrative Agent in

accordance with the conventions for this rate selected or recommended by the Relevant

Governmental Body for determining “Daily Simple SOFR” for syndicated business loans;

provided , that if the Administrative Agent decides that any such convention is not

administratively feasible for the Administrative Agent, then the Administrative Agent may

establish another convention in its reasonable discretion in consultation with the Borrower.

“ Danish Krone ” or (“ DKK ”) is the lawful currency of Denmark.

“ 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.

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

“ Defaulting Lender ” means any Lender that has, as reasonably determined by the

Administrative Agent, (a) failed to fund any portion of its Loans or participations in Letters of

Credit within two (2) Business Days of the date required to be funded by it hereunder, unless, in

the case of any Loans, such Xxxxxx notifies the Administrative Agent and the Borrower in

writing that such Xxxxxx’s failure is based on such Xxxxxx’s reasonable determination that the

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conditions precedent to funding such Loan under this Agreement have not been met, such

conditions have not otherwise been waived in accordance with the terms of this Agreement and

such Xxxxxx has advised the Administrative Agent and the Borrower in writing (with reasonable

detail of those conditions that have not been satisfied) prior to the time at which such funding

was to have been made, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or

any other Lender in writing that it does not intend to comply with any of its funding obligations

under this Agreement or has made a public statement that it does not intend to comply with its

funding obligations under this Agreement (unless such writing or public statement states that

such position is based on such Xxxxxx’s reasonable determination that one or more conditions

precedent to funding (which conditions precedent, together with the applicable default, if any,

shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed,

within three (3) Business Days after request by the Administrative Agent or the Borrower to

confirm in writing to the Administrative Agent and the Borrower that it will comply with the

terms of this Agreement relating to its obligations to fund prospective Loans or participations in

then outstanding Letters of Credit ( provided that such Lender shall cease to be a Defaulting

Lender pursuant to this clause (c) upon receipt of such written confirmation by the

Administrative Agent and the Borrower), (d) otherwise failed to pay over to the Administrative

Agent or any other Lender any other amount (other than a de minimis amount) required to be

paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a

good faith dispute, or (e) other than via an Undisclosed Administration, either (i) has been

adjudicated as, or determined by any Governmental Authority having regulatory authority over

such Person or its assets to be, insolvent or has a parent company that has been adjudicated as, or

determined by any Governmental Authority having regulatory authority over such Person or its

assets to be, insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has

had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar

Person charged with reorganization or liquidation of its business or custodian, appointed for it, or

has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in

any such proceeding or appointment or has a parent company that has become the subject of a

bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,

assignee for the benefit of creditors or similar Person charged with reorganization or liquidation

of its business or custodian appointed for it, or has taken any action in furtherance of, or

indicating its consent to, approval of or acquiescence in any such proceeding or appointment or

(iii) become the subject of a Bail-In Action (unless in the case of any Lender referred to in this

clause (e), the Borrower, the Administrative Agent and the Issuing Bank shall be satisfied in the

exercise of their respective reasonable discretion that such Lender intends, and has all approvals

required to enable it, to continue to perform its obligations as a Lender hereunder); provided that

a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition or

maintenance of an ownership interest in such Lender or its parent company, or of the exercise of

control over such Lender or any Person controlling such Lender, by a Governmental Authority or

instrumentality thereof, or solely as a result of an Undisclosed Administration, so long as such

ownership interest or Undisclosed Administration does not result in or provide such Lender with

immunity from the jurisdiction of courts within the United States or from the enforcement of

judgments or writs of attachment on its assets or permit such Lender (or such Governmental

Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such

Lender.

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

“ Directing Body ” means the Borrower’s Board of Directors (or appropriate

committee thereof with the necessary delegated authority).

“ Disqualified Equity Interests ” means Equity Interests of the Borrower that after

issuance are subject to any agreement between the holder of such Equity Interests and the

Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate such Equity Interests, other than (x) as a result of a change of control, or (y) in

connection with any purchase, redemption, retirement, acquisition, cancellation or termination

with, or in exchange for, shares of Equity Interests that are not Disqualified Equity Interests.

“ Disqualified Lenders ” means (i) any Person identified by name on the

“Disqualified Lender” list provided by the Borrower to the Administrative Agent on or before

the Effective Date as a direct competitor of the Borrower, (ii) any Person identified in writing by

name by the Borrower to the Administrative Agent as a direct competitor from time to time after

the Effective Date that is approved by the Administrative Agent (such approval not to be

unreasonably withheld or delayed) and (iii) any Affiliates of any such Person identified above

that are either identified in writing to the Administrative Agent by the Borrower from time to

time or readily identifiable solely based on similarity of such Affiliate’s name; provided that no

update of the list of Disqualified Lenders shall apply retroactively to disqualify any parties that

have previously acquired an assignment or participation interest in the Loan or Commitments (or

any Person that, prior to such identification, has entered into a bona fide and binding trade for

either of the foregoing and has not yet acquired such assignment or participation) pursuant to the

terms hereof; provided , further that any designation of a Person as a Disqualified Lender shall

not be effective until the third (3 rd ) Business Day after written notice thereof is received by the

Administrative Agent.

“ Documentation Agents ” means Bank of Montreal and Fifth Third Bank, National

Association.

“ Dollar Commitment ” means, with respect to each Dollar Lender, the

commitment of such Dollar Lender to make Loans denominated in Dollars hereunder, expressed

as an amount representing the maximum aggregate amount of such Lenders’ Dollar Credit

Exposure permitted hereunder, as such commitment may be (a) reduced or increased from time

to time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04 .  The aggregate amount of each

Xxxxxx’s Dollar Commitment as of the Amendment No. 4 Effective Date is set forth on Schedule

1.01(b) or in the Assignment and Assumption pursuant to which such Lender shall have assumed

its Commitment, as applicable.

“ Dollar Credit Exposure ” means, with respect to any Lender at any time, the sum

of the outstanding principal amount of such Xxxxxx’s Loans at such time made or incurred under

such Xxxxxx’s Dollar Commitments.

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“ Dollar Equivalent ” means, for any amount, at the time of determination thereof,

(a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an

Agreed Foreign Currency, the equivalent of such amount in Dollars determined by using the rate

of exchange for the purchase of dollars with the Agreed Foreign Currency in the London foreign

exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a

particular day as displayed by ICE Data Services  as the “ask price”, or as displayed on such

other information service which publishes that rate of exchange from time to time in place of

ICE Data Services (or if such service ceases to be available, the equivalent of such amount in

dollars as determined by the Administrative Agent using any method of determination it deems

reasonably appropriate in its sole discretion) and (c) if such amount is denominated in any other

currency, the equivalent of such amount in Dollars as determined by the Administrative Agent

using any method of determination it deems reasonably appropriate in its sole discretion.

“ 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 Dollar Commitments or to acquire

Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to

an Assignment and Assumption or otherwise in accordance with the terms hereof.

“ Dollar Loan ” means a Loan denominated in Dollars made by a Dollar Lender.

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

“ Early Opt-in Effective Date ” means, with respect to any Early Opt-in Election,

the sixth (6 th ) Business Day after the date notice of such Early Opt-in Election is provided to the

Xxxxxxx, so long as the Administrative Agent has not yet received, by 5:00 p.m. (New York City

time) on the fifth (5 th ) Business Day after the date notice of such Early Opt-in Election is

provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders

comprising the Required Lenders.

“ Early Opt-in Election ” means,

(a) in the case of a Benchmark Replacement in respect of Term SOFR Loans

denominated in Dollars, the occurrence of:

(1) (x) a determination by the Administrative Agent, (y) a notification by the

Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required

Lenders have determined or (z) a request by the Borrower to the Administrative Agent to notify

each of the other parties hereto that the Borrower has determined that at least five (5) currently

outstanding syndicated credit facilities denominated in Dollars being executed at such time (as a

result of amendment or as originally executed), or that include language similar to that contained

in Section 2.12(d) are being executed or amended, as applicable, to incorporate or adopt a new

benchmark interest rate to replace the applicable Benchmark, and

(2) (x) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (y) the joint election by the Required

20

Lenders and the Borrower to trigger a fallback from the then-current Benchmark and the

provision, if applicable, by the Required Lenders and the Borrower of written notice of such

election to the Administrative Agent; and

(b)  in the case of a Benchmark Replacement in respect of Loans denominated in any

Agreed Foreign Currency, the occurrence of:

(1) (x) a determination by the Administrative Agent, (y) a notification by the

Required Multicurrency Lenders to the Administrative Agent (with a copy to the Borrower) that

the Required Multicurrency Lenders have determined or (z) a request by the Borrower to the

Administrative Agent to notify each of the other parties hereto that the Borrower has determined

that at least five (5) currently outstanding syndicated credit facilities denominated in the

applicable Agreed Foreign Currency being executed at such time (as a result of amendment or as

originally executed), or that include language similar to that contained in Section 2.12(d) are

being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate

to replace the applicable Benchmark, and

(2) (i) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (ii) the joint election by the Required

Multicurrency Lenders and the Borrower to trigger a fallback from the then-current Benchmark

and the provision, if applicable, by the Required Multicurrency Lenders and the Borrower of

written notice of such election to the Administrative Agent.

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

“ EEA Financial Institution ” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any

Person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means February 21, 2019.

“ Eligible Liens ” means any right of offset, banker’s lien, security interest or other

like rights against the Portfolio Investments held by the Custodian pursuant to or in connection

with its rights and obligations relating to the Custodian Account, provided that such rights are

subordinated, pursuant to the terms of a Custodian Agreement, to the first priority perfected

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security interest in the Collateral created in favor of the Collateral Agent, except to the extent

expressly provided therein.

“ Eligible Portfolio Investment ” means any Portfolio Investment held by any

Obligor (and solely for purposes of determining the Borrowing Base, Cash (other than Cash

Collateral) and Cash Equivalents held by any Obligor) that, in each case, meets all of the criteria

set forth on Schedule 1.01(c) hereto; provided , that no Portfolio Investment, Cash or Cash

Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing Base

if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no

other Liens other than Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or

if such Portfolio Investment, Cash or Cash Equivalent has not been or does not at all times

continue to be Delivered (as defined in the Guarantee and Security Agreement).  Without

limiting the generality of the foregoing, it is understood and agreed that any Portfolio

Investments that have been contributed or sold, purported to be contributed or sold or otherwise

transferred to any Financing Subsidiary, Immaterial Subsidiary, CFC, Transparent Subsidiary or

any other Person that is not a Subsidiary Guarantor, or held by any Financing Subsidiary,

Immaterial Subsidiary, CFC, Transparent Subsidiary or any other Person that is not a Subsidiary

Guarantor shall not be treated as Eligible Portfolio Investments until distributed, sold or

otherwise transferred to any Obligor free and clear of all Liens (other than Eligible Liens).

Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i) ,

which provide that, for purposes of this Agreement, all determinations of whether an Investment

is to be included as an Eligible Portfolio Investment shall be determined on a Settlement-Date

Basis, provided that no such Investment shall be included as an Eligible Portfolio Investment to

the extent it has not been paid for in full.

“ Equity Interests ” means shares of capital stock, partnership interests,

membership interests in a limited liability company, beneficial interests in a trust or other equity

ownership interests in a Person, and any warrants, options or other rights entitling the holder

thereof to purchase or acquire any such equity interest. As used in this Agreement, “Equity

Interests” shall not include convertible debt unless and until such debt has been converted to

capital stock.

“ Equity Repurchase Program ” means that certain “at-the-market” equity

repurchase program as approved by the Board of Directors of the Borrower from time to time.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that,

together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the

Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as

a single employer under Section 414(m) or (o) of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of

ERISA, with respect to a Plan (other than an event for which the 30-day notice period is waived);

(b) with respect to any Plan, the failure to satisfy the minimum funding standards set forth in

Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant

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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 (other than premiums due and not delinquent under Section 4007 of ERISA); (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 to appoint a trustee to administer any Plan

under Section 4041(c) or Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its

ERISA Affiliates of Withdrawal Liability; (g) the occurrence of any non-exempt prohibited

transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with

respect to any Plan which would result in liability to a Lender; (h) the failure to make any

required contribution to a Multiemployer Plan or to any Plan that would result in the imposition

of a lien or other encumbrance or the provision of security under Section 412 or 430 of the Code

or Section 302, 303 or 4068 of ERISA; or (i) the receipt by the Borrower or any ERISA Affiliate

of any notice concerning a determination that a Multiemployer Plan is insolvent as defined in

Title IV of ERISA.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule

published by the Loan Market Association (or any successor person), as in effect from time to

time.

“ EURIBOR Screen Rate ” means, for any Interest Period, in the case of any

Eurocurrency Borrowing denominated in Euros, the European Interbank Offered Rate

administered by the European Money Markets Institute (or any other entity which takes over the

administration of that rate, or any such benchmark that would replace such rate) for the relevant

period and displayed on Page EURIBOR01 of the Reuters Screen or, in the event that such rate

does not appear on such Reuters page, on any successor or substitute page on such screen that

displays such rate, or on the appropriate page of such other information service that publishes

such rate as shall be selected by the Administrative Agent from time to time in its reasonable

discretion (the “ EURIBOR Screen Rate ”); provided that, if the EURIBOR Screen Rate so

determined would be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement.

“ Euro ” refers to the lawful money of the Participating Member States.

“ Eurocurrency ”, when used in reference to any Loan or Borrowing, refers to

whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate

determined by reference to the Adjusted Eurocurrency Rate.

“ Eurocurrency Rate ” means, with respect to (A) any Eurocurrency Borrowing

denominated in Euros for any applicable Interest Period, the EURIBOR Screen Rate as of the

Specified Time on the Quotation Day for such Interest Period and , (B) any Eurocurrency

Borrowing denominated in Canadian Dollars for any applicable Interest Period, Term XXXXX

for such Interest Period, and (C) any Eurocurrency Borrowing denominated in any other Foreign

Currency and for any applicable Interest Period, the applicable Local Rate as of the Specified

Time and on the Quotation Day for such Foreign Currency and Interest Period.  If the applicable

Screen Rate shall not be available for such Interest Period at the applicable time (the “ Impacted

Interest Period ”), then the Eurocurrency Rate for such Interest Period for such Eurocurrency

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Borrowing shall be the Interpolated Rate at such time, subject to Section 2.12 ; provided , that if

the applicable Screen Rate shall not be available with respect to any Eurocurrency Borrowing for

any other reason, then the rate determined in accordance with Section 2.12 shall be the

Eurocurrency Rate for such Eurocurrency Borrowing; provided , further that, if the Eurocurrency

Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

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

time to time.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect

to the Administrative Agent, any Lender or the Issuing Bank or required to be withheld or

deducted from a payment to the Administrative Agent, any Lender or the Issuing Bank, (a) Taxes

imposed on (or measured by) its net income (however denominated) or franchise Taxes, in each

case, imposed (i) by the jurisdiction (or any political subdivision thereof) under the laws of

which such recipient is organized or in which its principal office is located or, in the case of any

Lender, in which its applicable lending office is located, or (ii) that are Other Connection Taxes,

(b) any branch profits Taxes imposed by the United States of America or any similar Tax

imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Lender

(other than an assignee pursuant to a request by the Borrower under Section 2.18(b) ), any U.S.

federal withholding Tax that is imposed on amounts payable to or for the account of such Lender

pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or

designates a new lending office), except to the extent that such Lender (or its assignor, if any)

was entitled, at the time of designation of a new lending office (or assignment), to receive

additional amounts from the Borrower with respect to such withholding Tax pursuant to Section

2.15(a) , (d) Taxes attributable to such recipient’s failure to comply with Section 2.15(f) , and (e)

any withholding Taxes imposed under FATCA.

“ External Quoted Value ” has the meaning assigned to such term in Section

5.12(b)(ii)(A) .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Effective

Date (or any amended or successor version that is substantively comparable and not materially

more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any

intergovernmental agreement entered into in connection with the implementation of such

Sections of the Code, and any fiscal or regulatory legislation, rules, or official practices adopted

pursuant to any intergovernmental agreement entered into in connection with the implementation

of such Sections of the Code.

“ FCA ” has the meaning assigned to such term in Section 1.07 .

“ Federal Funds Effective Rate ” means, for any day, the weighted average

(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds

transactions with members of the Federal Reserve System, as published on the next succeeding

Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for

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any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of

1%) of the quotations for such day for such transactions received by the Administrative Agent

from three Federal funds brokers of recognized standing selected by it; provided , that if the

Federal Funds Effective Rate is less than zero, such rate shall be zero for purposes of this

Agreement.

“ Financial Officer ” means the chief executive officer, president, chief operating

officer, chief financial officer, chief legal officer, principal accounting officer, treasurer, assistant

treasurer, controller or chief compliance officer of the Borrower, in each case, whom has been

authorized by the Board of Directors of the Borrower to execute the applicable document or

certificate.

“ Financing Subsidiary ” means (i) any Structured Subsidiary or (ii) any SBIC

Subsidiary.

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

“ Fitch ” means Fitch Ratings, Inc. or any successor thereto.

“ Floor ” means zero.

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

“ Foreign Currency Equivalent ” means, at any time, with respect to any amount

denominated in Dollars the equivalent amount thereof in the applicable Foreign Currency as

reasonably determined by the Administrative Agent or the applicable Issuing Bank, as the case

may be, at such time on the basis of the Spot Rate (determined in respect of the most recent

Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“ Foreign Lender ” means any Lender or Issuing Bank that is not a U.S. Person.

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

America.

“ Governmental Authority ” means the government of the United States of

America, or of any other nation, or any political subdivision thereof, whether state or local, and

any agency, authority, instrumentality, regulatory body, court, central bank or other entity

exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government (including any supra-national body exercising such

powers or functions, such as the European Union or the European Central Bank).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic effect of

guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in

any manner, whether directly or indirectly, and including any obligation of the guarantor, direct

or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)

such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

purchase of) any security for the payment thereof, (b) to purchase or lease property securities or

25

services for the purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or

letter of guaranty issued to support such Indebtedness or obligation; provided, that the term

“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of

business or customary indemnification agreements entered into in the ordinary course of business

in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee

at any time shall be deemed to be an amount equal to the maximum stated or determinable

amount of the primary obligation in respect of which such Guarantee is incurred, unless the

terms of such Guarantee expressly provide that the maximum amount for which such Person may

be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be

deemed to be an amount equal to such lesser amount).

“ Guarantee and Security Agreement ” means that certain Guarantee, Pledge and

Security Agreement, dated as of the Effective Date, among the Borrower, the Subsidiary

Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor)

from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent.

“ Guarantee Assumption Agreement ” means a Guarantee Assumption Agreement

substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other

form that is reasonably acceptable to the Collateral Agent) 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 , or to which the Collateral Agent shall otherwise

consent).

“ Hedging Agreement ” means any interest rate protection agreement, Credit

Default Swap, foreign currency exchange protection agreement, commodity price protection

agreement or other credit, interest or currency exchange rate or commodity price hedging

arrangement.

“ High Yield Securities ” has the meaning assigned to such term in Section 5.13 .

“ IBA ” has the meaning assigned to such term in Section 1.07 .

“ 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 (x)

the designation of each such Immaterial Subsidiary and (y) the most recent balance sheet

required to be delivered pursuant to Section 5.01 (and the Borrower shall in each case deliver to

the Administrative Agent a certificate of a Financial Officer to such effect setting forth

reasonably detailed calculations demonstrating such compliance): (a) such Subsidiaries and their

Subsidiaries do not hold any Eligible Portfolio Investment included in the Borrowing Base, (b)

the aggregate assets of all such Subsidiaries and their Subsidiaries (on a consolidated basis) as of

such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its

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Subsidiaries as of such date; and (c) the aggregate revenues of all such Subsidiaries and their

Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an

amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such

period.  Notwithstanding the foregoing, no Immaterial Subsidiary that is later designated as a

Subsidiary Guarantor may be an Immaterial Subsidiary.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition

of “Eurocurrency Rate”.

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

“ Indebtedness ” of any Person means, without duplication, (a) (i) all obligations of

such Person for borrowed money or (ii) with respect to deposits, loans or advances of any kind

that are required to be accounted for under GAAP as a liability on the financial statements of an

Obligor (other than deposits received in connection with a Portfolio Investment in the ordinary

course of the Obligor’s business (including, but not limited to, any deposits or advances in

connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work

fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person

evidenced by bonds, debentures, notes or similar debt instruments, (c) all obligations of such

Person under conditional sale or other title retention agreements relating to property acquired by

such Person, (d) all obligations of such Person in respect of the deferred purchase price of

property or services (other than trade accounts payable and accrued expenses in the ordinary

course of business not past due for more than 90 days after the date on which such trade account

payable was due or that are being contested in good faith), (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 xxxxxxxx, (i) the net amount such Person would be

obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the

time of determination, (j) all obligations, contingent or otherwise, with respect to Disqualified

Equity Interests, and (k) all obligations, contingent or otherwise, of such Person in respect of

bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any

other entity (including any partnership in which such Person is a general partner) to the extent

such Person is liable therefor as a result of such Person’s ownership interest in or other

relationship with such entity, except to the extent the terms of such Indebtedness provide that

such Person is not liable therefor (or such Person is not otherwise liable for such Indebtedness).

Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks

arising in the ordinary course of business in respect of a portion of the purchase price of an asset

or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a

commitment arising in the ordinary course of business to make a future Portfolio Investment or

fund the delayed draw or unfunded portion of any existing Portfolio Investment or (z)

indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any

First Lien Bank Loan that arises solely as an accounting matter under ASC 860, provided that

such indebtedness (i) is non-recourse to the Borrower and its Subsidiaries and (ii) would not

27

represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy, insolvency or

liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount

sold or purportedly sold.

“ Independent ” when used with respect to any specified Person means that Person

(a) does not have any direct financial interest (other than ownership of a de minimis amount of

the Equity Interests of such Person) 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 an officer, employee, promoter, underwriter, trustee, partner, director or Person

performing similar functions of the Borrower or any of its Subsidiaries or Affiliates (including its

investment advisor or any Affiliate thereof).

“ Independent Valuation Provider ” means any of Xxxxxxx & Xxxxxx, Xxxxxxxx

Xxxxx Xxxxxx & Xxxxx Capital, Inc., Duff & Xxxxxx LLC, Xxxxxx, Xxxxxx and Company,

Lincoln Partners Advisors, LLC, Xxxxx Xxxxxx Xxxx, LLC  and Valuation Research Corporation

and Xxxxx, or any other Independent nationally recognized third-party appraisal firm selected by

the Administrative Agent, and reasonably acceptable to the Borrower.

“ Industry Classification Group ” means (a) any of the Xxxxx’x classification

groups set forth on Schedule 1.01(d) hereto, together with any classification groups that may be

subsequently established by Moody’s and provided by the Borrower to the Administrative Agent

and (b) any additional industry group classifications established by the Borrower pursuant to

Section 5.12 .

“ ING ” means ING Capital LLC.

“ Interest Election Request ” means a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.06 substantially in the form of Exhibit E or

such other form that is reasonably acceptable to the Administrative Agent.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, each Quarterly

Date, (b) with respect to any Eurocurrency Loan or Term SOFR 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 RFR Loan, each

date that is on the numerically corresponding day in each calendar month that is one month after

the Borrowing of such Loan (or, if there is no such numerically corresponding day in such

month, then the last day of such month).

“ Interest Period ” means, for any Eurocurrency Loan or Borrowing or for any

Term SOFR 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, three or six

months (other than with respect to a Eurocurrency Loan or Eurocurrency Borrowing

denominated in Canadian Dollars, which shall not be available for a period of six months’

duration) thereafter or, with respect to such portion of any such Loan or Borrowing that is

scheduled to be repaid on the Maturity Date, a period of less than one month’s duration

commencing on the date of such Loan or Borrowing and ending on the Maturity Date, as

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specified in the applicable Borrowing Request or Interest Election Request; provided , that (a) if

any Interest Period would end on a day other than a Business Day, such Interest Period shall be

extended to the next succeeding Business Day unless such next succeeding Business Day would

fall in the next calendar month, in which case such Interest Period shall end on the next

preceding Business Day, and (b) any Interest Period (other than an Interest Period that ends on

the Maturity Date that is permitted to be of less than one month’s duration as provided in this

definition) that commences on the last Business Day of a calendar month (or on a day for which

there is no numerically corresponding day in the last calendar month of such Interest

Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For

purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and

thereafter shall be the effective date of the most recent conversion or continuation of such Loan,

and the date of a Borrowing comprising Loans that have been converted or continued shall be the

effective date of the most recent conversion or continuation of such Loans.

“ Internal Value ” has the meaning assigned to such term in Section 5.12(b)(ii)(C) .

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per

annum (rounded to the same number of decimal places as the applicable Screen Rate) determined

by the Administrative Agent (which determination shall be conclusive and binding absent

manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a)

the applicable Screen Rate for the longest period (for which the applicable Screen Rate is

available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the

applicable Screen Rate for the shortest period (for which that applicable Screen Rate is available

for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investment ” means, for any Person: (a) Equity Interests, bonds, notes, debentures

or other securities of any other Person (including convertible securities) or any agreement to

acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person

(including any “short sale” or any sale of any securities at a time when such securities are not

owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of

credit made to any other Person (including purchases of property from another Person subject to

an understanding or agreement, contingent or otherwise, to resell such property to such Person);

or (c) Hedging Agreements.

“ Investment Advisor ” means (i) Barings, (ii) an Affiliate of Barings reasonably

satisfactory to the Administrative Agent or (iii) another investment advisor reasonably

satisfactory to the Administrative Agent and approved by the Required Lenders.

“ Investment Company Act ” means the Investment Company Act of 1940, as

amended from time to time.

“ Investment Policies ” means the Borrower’s written investment objectives,

policies, restrictions and limitations as in existence on the Effective Date, delivered to the

Administrative Agent prior to the Effective Date, as may be amended or modified from time to

time by a Permitted Policy Amendment.

“ IRS ” means the U.S. Internal Revenue Service.

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“ Issuing Bank ” means ING, in its capacity as the issuer of Letters of Credit

xxxxxxxxx, and its successors in such capacity as provided in Section 2.04(j) .

“ IVP Supplemental Cap ” has the meaning assigned to such term in Section

9.03(a) .

“ Joint Lead Arrangers ” means, collectively, ING, JPMorgan Chase Bank, N.A.,

Bank of Montreal and Fifth Third Bank, National Association.

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

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a

Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount

of all outstanding Letters of Credit at such time (including any Letter of Credit for which a draft

has been presented but not yet honored by the Issuing Bank) plus (b) the aggregate amount of all

LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on

behalf of the Borrower at such time.  The LC Exposure of any Lender at any time shall be its

Applicable Multicurrency Percentage of the total LC Exposure at such time.  Unless otherwise

specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated

amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of

Credit that, by its terms or a document related thereto, provides for one or more automatic

increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be

the maximum stated amount of such Letter of Credit after giving effect to all such increases,

whether or not such maximum stated amount is in effect at such time.

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

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

“ 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.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien,

pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement (or any financing lease having substantially the same economic effect as any

of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call

or similar right of a third party with respect to such securities (other than on market terms at fair

value so long as in the case of any Portfolio Investment, the Value used in determining the

Borrowing Base is not greater than the purchase or call price), except in favor of the issuer

thereof (and in the case of Portfolio Investments that are equity securities, excluding customary

30

drag-along, tag-along, right of first refusal, restrictions on assignments or transfers and other

similar rights in favor of other equity holders of the same issuer).  For the avoidance of doubt, in

the case of Investments that are loans or other debt obligations, customary restrictions on

assignments or transfers thereof on customary and market based terms pursuant to the underlying

documentation relating to such Investment shall not be deemed to be a “Lien”.

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

Documents, any promissory notes delivered pursuant to Section 2.08(f), the Security Documents

and any fee letter between the Borrower and the Administrative Agent (or between the Borrower

and any of the Lenders) relating to this Agreement.

“ Loans ” means the revolving loans made by the Lenders to the Borrower pursuant

to this Agreement.

“ Local Rate ” means (i) for Loans or Letters of Credit in AUD, the AUD Rate, (ii)

for Loans or Letters of Credit in NZD, the NZD Rate, (iii) for Loans or Letters of Credit in

Canadian Dollars Swedish Krona , the CDOR STIBOR Rate, (iv) for Loans or Letters of Credit in

Swedish Krona, the XXXXXX Rate, (v) for Loans or Letters of Credit in Norwegian Krone, the

NIBOR Rate and ( vi v ) for Loans or Letters of Credit in Danish Krone, the CIBOR Rate.

“ Local Screen Rate ” means the AUD Screen Rate, the NZD Screen Rate, the

CDOR Rate, the XXXXXX Screen Rate, the NIBOR Screen Rate, the CIBOR Screen Rate,

XXXXX and , XXXXX and XXXXX as published on the XXXXX Administrator’s Website

(following a Benchmark Transition Event with respect to Xxxx XXXXX) , collectively and

individually as the context may require.

“ Long-Term U.S. Government Securities ” has the meaning assigned to such term

in Section 5.13 .

“ Margin Stock ” means “margin stock” within the meaning of Regulations D, T, U

and X.

“ Material Adverse Effect ” means a material adverse effect on (a) the business,

Portfolio Investments of the Obligors (taken as a whole) and other assets, liabilities (actual or

contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries

(other than any Financing Subsidiary), taken as a whole, or (b) the validity or enforceability of

any of the Loan Documents or the rights or remedies of the Administrative Agent and the

Lenders thereunder or the ability of the Obligors to perform their respective obligations

thereunder.

“ Material Indebtedness ” means (a) Indebtedness (other than the Loans, Letters of

Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries

(excluding any Specified CLO, but including each other Financing Subsidiary) in an aggregate

outstanding principal amount exceeding $20,000,000 and (b) obligations in respect of one or

more Hedging Agreements or other swap or derivative transactions under which the maximum

aggregate amount (after giving effect to any netting agreements) that the Borrower and its

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Subsidiaries would be required to pay if such Hedging Agreement(s) or other swap or derivative

transactions were terminated at such time would exceed $20,000,000.

“ Maturity Date ” means the date that is the one (1) year anniversary of the

Revolver Termination Date.

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

“ Xxxxx’x ” means Xxxxx’x Investors Service, Inc. or any successor thereto.

“ Multicurrency Commitment ” means, with respect to each Multicurrency Lender,

the commitment of such Multicurrency Lender to make Loans, and to acquire participations in

Letters of Credit denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed

as an amount representing the maximum aggregate amount of such Lender’s Multicurrency

Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to

time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04 .  The aggregate amount of each

Xxxxxx’s Multicurrency Commitment as of the Amendment No. 4 Effective Date is set forth on

Schedule 1.01(b) or in the Assignment Assumption pursuant to which such Lender shall have

assumed its Commitment, as applicable.

“ Multicurrency Credit Exposure ” means, with respect to any Lender at any time,

the sum of the outstanding principal amount of such Xxxxxx’s Loans at such time, made or

incurred under such Lender’s Multicurrency Commitments, and such Lender’s LC Exposure.

“ 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 Multicurrency Credit Exposure, other than any such Person that

ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in

accordance with the terms hereof.

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

Foreign Currency made under the Multicurrency Commitments.

“ Multiemployer Plan ” means a multiemployer plan as defined in

Section 4001(a)(3) of ERISA in respect of which the Borrower or any ERISA Affiliate makes or

is required to make any contributions.

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

Member State.

“ Net Asset Sale Proceeds ” means, with respect to any Asset Sale, an amount

equal to (a) the sum of Cash payments and Cash Equivalents received by the Obligors from such

Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment

pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so

32

received), minus (b) any costs, fees, commissions, premiums and expenses actually incurred by

any Obligor directly incidental to such Asset Sale and payable in cash to a Person that is not an

Affiliate of any Obligor (or if payable to an Affiliate, only to the extent such expenses are

reasonable and customary), including reasonable legal fees and expenses, minus (c) all taxes paid

or reasonably estimated to be payable by any Obligor (other than any income tax) as a result of

such Asset Sale (after taking into account any applicable tax credits or deductions that are

reasonably expected to be available), minus (d) reserves for indemnification, purchase price

adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant

Subsidiary in connection with such Asset Sale; provided that (i) such reserved amount shall not

be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to

this clause (d) exceeds the amount actually required to be paid in cash in respect of

indemnification, purchase price adjustments or analogous arrangements for such Asset Sale, the

aggregate amount of such excess shall constitute Net Asset Sale Proceeds (as of the date the

Borrower determines such excess exists), minus (e) payments of unassumed liabilities relating to

the assets sold or otherwise disposed of at the time, or within 30 days after, the date of such

Asset Sale.

“ Net Return of Capital ” means an amount equal to (i) (a) any Cash amount (and

proceeds of any non-Cash amount) received by any Obligor at any time in respect of the

outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or

otherwise), (b) without duplication of amounts received under clause (a) , any Cash proceeds

(including Cash proceeds of any non-Cash consideration) received by any Obligor at any time

from the sale of any property or assets pledged as collateral in respect of any Portfolio

Investment to the extent such Cash proceeds are less than or equal to the outstanding principal

balance of such Portfolio Investment, (c) solely to the extent such proceeds, along with any such

proceeds previously received (other than on account of taxes paid or reasonably estimated to be

payable), are less than or equal to the Obligor’s investments therein, any cash amount (and Cash

proceeds of any non-Cash amount) received by any Obligor at any time in respect of any

Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the

Portfolio Company of such Portfolio Investment, (y) as a distribution of capital made on or in

respect of such Portfolio Investment (other than, in the case of a Portfolio Investment that is

capital stock, any distribution on account of actual taxes paid or reasonably estimated to be

payable by an Obligor solely in its capacity as a holder of such Equity Interest (and not on

account of such Obligor’s status as a RIC)), or (z) pursuant to the recapitalization or

reclassification of the capital of the Portfolio Company of such Portfolio Investment or pursuant

to the reorganization of such Portfolio Company or (d) any similar return of capital received by

any Obligor in Cash (and Cash proceeds of any non-Cash amount) in respect of any Portfolio

Investment minus (ii) any costs, fees, commissions, premiums and expenses incurred by any

Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses.

“ New Zealand Dollars ” and “ NZD ” refers to the lawful currency of New Zealand.

“ NIBOR Rate ” means, with respect to any Interest Period, in the case of any

Eurocurrency Borrowing denominated in NOK, a rate per annum equal to the Norwegian

Interbank Offered Rate administered by Norske Finansielle Referanser (or any other person that

takes over administration of that rate) for deposits in NOK with a term equivalent to such Interest

33

Period as displayed on such screen that displays such rate, or on the appropriate page of such

other information service that publishes such rate as shall be selected by the Administrative

Agent from time to time in its reasonable discretion (the “ NIBOR Screen Rate ”) as of 11:00 a.m.

London time two Business Days prior to the commencement of such Interest Period.  If the

NIBOR Rate shall be less than zero, the NIBOR Rate shall be deemed to be zero for purposes of

this agreement.

“ Non-Consenting Lender ” has the meaning assigned to such term in

Section 9.02(d) .

“ Norwegian Krone ” and “ NOK ” refers to the lawful currency of Norway.

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NZD Rate ” means, for any Loans in New Zealand Dollars, the (a) NZD Screen

Rate plus (b) 0.30%.

“ NZD Screen Rate ” means, with respect to any Interest Period, the rate per annum

determined by the Administrative Agent which is equal to the average bank bill reference rate as

administered by the New Zealand Financial Markets Association (or any other Person that takes

over the administration of such rate) for bills of exchange with a tenor equal in length to such

Interest Period as displayed on page BKBM of the Reuters screen (or, in the event such rate does

not appear on such page, on any successor or substitute page on such screen that displays such

rate or on the appropriate page of such other information service that publishes such rate as shall

be selected by the Administrative Agent from time to time in its reasonable discretion) at or

about 11:00 a.m. (Wellington, New Zealand time) on the first day of such Interest Period.  If the

NZD Screen Rate shall be less than zero, the NZD Screen Rate shall be deemed to be zero for

purposes of this Agreement.

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

“ Obligors’ Net Worth ” means, at any date, Stockholders’ Equity at such date,

minus the net asset value held by any Obligor in (x) any non-Obligor Subsidiary and (y) any

joint venture except to the extent that the Collateral Agent maintains a first priority, perfected

Lien (subject to no other Liens other than Eligible Liens) in the Equity Interests of such joint

venture owned by such Obligor.

“ OFAC ” has the meaning assigned to such term in Section 3.20 .

“ Other Connection Taxes ” means, with respect to any recipient of any payment to

be made by or on account of any obligation of the Borrower hereunder, Taxes imposed as a

result of a present or former connection between such recipient and the jurisdiction imposing

such Tax (other than connections arising from such recipient having executed, delivered, become

a party to, performed its obligations under, received payments under, received or perfected a

security interest under, engaged in any other transaction pursuant to or enforced any Loan

Document, or sold or assigned an interest in any Loan or Loan Document).

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“ Other Covered Indebtedness ” means, collectively, (i) Secured Longer-Term

Indebtedness and (ii) Unsecured Shorter-Term Indebtedness.

“ Other Taxes ” means any and all present or future stamp, court, documentary,

intangible, recording or filing Taxes or any other excise or property Taxes, charges or similar

levies arising from any payment made under any Loan Document or from the execution,

delivery, performance, enforcement or registration of, from the receipt or perfection of a security

interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are

imposed with respect to an assignment (other than an assignment made pursuant to Section

2.18(b) ).

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both

overnight federal funds and overnight Eurocurrency transactions by U.S.-managed banking

offices of depository institutions, as such composite rate shall be determined by the NYFRB as

set forth on its public website from time to time, and published on the next succeeding Business

Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB

shall commence to publish such composite rate); provided , that if the Overnight Bank Funding

Rate is less than zero, such rate shall be zero for purposes of this Agreement.

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

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

“ 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.

“ Payment ” has the meaning assigned to such term in Section 8.13(b) .

“ Payment Notice ” has the meaning assigned to such term in Section 8.13(b) .

“ Payor ” has the meaning assigned to such term in Section 8.13(a) .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

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

“ Performing Covenant-Lite Loans ” has the meaning assigned to such term in

Section 5.13 .

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

“ Performing First Lien Bank Loans ” has the meaning assigned to such term in

Section 5.13 .

“ Performing First Lien Middle Market Loans ” has the meaning assigned to such

term in Section 5.13 .

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“ Performing High Yield Securities ” has the meaning assigned to such term in

Section 5.13 .

“ Performing Last Out Loans ” has the meaning assigned to such term in Section

5.13 .

“ Performing Mezzanine Investments ” has the meaning assigned to such term in

Section 5.13 .

“ Performing Second Lien Bank Loans ” has the meaning assigned to such term in

Section 5.13 .

“Periodic Term XXXXX Determination Day ” has the meaning assigned to such

term in the definition of “Term XXXXX”.

“ Periodic Term SOFR Determination Day ” has the meaning specified in the

definition of “Term SOFR”.

“ Permitted Equity Interests ” means common stock of the Borrower that after its

issuance is not subject to any agreement between the holder of such common stock and the

Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate any such common stock at any time prior to the first anniversary of the later of the

Maturity Date (as in effect from time to time) and the Termination Date.

“ Permitted Foreign Jurisdiction ” has the meaning assigned to such term in Section

5.13.

“ Permitted Foreign Jurisdiction Portfolio Investment ” has the meaning assigned to

such term in Section 5.13.

“ 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)  Xxxxx imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’,

storage, landlord, and repairmen’s Liens and other similar Liens arising in the ordinary course of

business and securing obligations (other than Indebtedness for borrowed money) not yet due or

that are being contested in good faith and by appropriate proceedings if adequate reserves with

respect thereto are maintained on the books of the Borrower in accordance with GAAP; (d) Liens

incurred or pledges or deposits made to secure obligations incurred in the ordinary course of

business under workers’ compensation laws, unemployment insurance or other similar social

security legislation (other than in respect of employee benefit plans subject to ERISA) or to

secure public or statutory obligations; (e) Liens securing the performance of, or payment in

respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or

36

utility contracts (other than for the repayment of borrowed money), surety, stay, customs and

appeal bonds and other obligations of a similar nature incurred in the ordinary course of

business; (f) Liens arising out of judgments or awards that have been in force for less than the

applicable period for taking an appeal so long as such judgments or awards do not constitute an

Event of Default; (g) customary rights of setoff and liens upon (i) deposits of cash in favor of

banks or other depository institutions in which such cash is maintained in the ordinary course of

business, (ii) cash and financial assets held in securities accounts in favor of banks and other

financial institutions with which such accounts are maintained in the ordinary course of business

and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business,

in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities,

charges for returning items and other similar obligations; (h) Liens arising solely from

precautionary filings of financing statements under the Uniform Commercial Code of the

applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its

Subsidiaries in the ordinary course of business; (i) Eligible Liens; (j) Liens in favor of any

escrow agent solely on and in respect of any xxxx xxxxxxx money deposits made by any Obligor

in connection with any letter of intent or purchase agreement (to the extent that the acquisition or

disposition with respect thereto is otherwise permitted hereunder); (k) zoning restrictions,

easements, licenses, or other restrictions on the use of any real estate (including leasehold title),

in each case which do not interfere with or affect in any material respect the ordinary course

conduct of the business of the Borrower and its Subsidiaries; (l) purchase money Liens on

specific equipment and fixtures, provided that (i) such Liens only attach to such equipment and

fixtures and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the

fair market value of such equipment and fixtures at the time of the acquisition thereof; (m)

deposits of money securing leases to which Borrower is a party as lessee made in the ordinary

course of business; and (n) precautionary Liens and filing of financing statements under the

Uniform Commercial Code covering assets sold or contributed to any Person not prohibited

hereunder.

“ Permitted Policy Amendment ” is an amendment, modification, termination or

restatement of the Investment Policies or Valuation Policy, in each case that is any of (i)

approved in writing by the Administrative Agent (with the consent of the Required Lenders), (ii)

required by applicable law or Governmental Authority, or (iii) is not or could not reasonably be

expected to be materially adverse to the Lenders.

“ Permitted Prior Working Capital Lien ” has the meaning assigned to such term in

Section 5.13 .

“ Permitted SBIC Guarantee ” means a guarantee by the Borrower of SBA

Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that the

recourse to the Obligors thereunder is expressly limited only to periods after the occurrence of an

event or condition that is an impermissible change in the control of such SBIC Subsidiary (it

being understood that, as provided in clause (q) of Article VII , it shall be an Event of Default

hereunder if any such event or condition giving rise to such recourse occurs).

“ Person ” means any natural person, corporation, limited liability company, trust,

joint venture, association, company, partnership, Governmental Authority or other entity.

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

“ Plan ” means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302

of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were

terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in

Section 3(5) of ERISA.

“ Portfolio Company ” means the issuer or obligor under any Portfolio Investment

held by any Obligor.

“ Portfolio Investment ” means any Investment (including an Alpine Participation

Interest) held by the Borrower and its Subsidiaries in their asset portfolio and included on the

schedule of investments on the financial statements of the Borrower delivered pursuant to

Section 5.01(a) or (b) (or, for any Investment made during a given quarter and before a schedule

of investments is required to be delivered pursuant to Section 5.01(a) or (b) , as applicable, with

respect to such quarter, is intended to be included on the schedule of investments when such

Investment is made) (and, for the avoidance of doubt, shall not include any Subsidiary of the

Borrower).

“ Pounds Sterling ” means the lawful currency of England.

“ Prime Rate ” means the rate of interest quoted in The Wall Street Journal , Money

Rates Section, as the “U.S. Prime Rate” (or its successor), as in effect from time to time or, if

The Wall Street Journal ceases to quote such rate, the highest per annum rate published by the

Federal Reserve Board in the Federal Reserve Statistical Release H.15 (519) (Selected Interest

Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate

quoted therein (as determined by the Administrative Agent) or any similar release by the Federal

Reserve Board (as determined by the Administrative Agent).  The Prime Rate is a reference rate

and does not necessarily represent the lowest or best rate actually charged to any customer.  The

Administrative Agent or any Lender may make commercial loans or other loans at rates of

interest at, above, or below the Prime Rate.

“ Principal Financial Center ” means, in the case of any Currency, the principal

financial center where such Currency is cleared and settled, as determined by the Administrative

Agent.

“ Pro-Rata Borrowing ” has the meaning assigned to such term in Section 2.03(a) .

“ Pro-Rata Dollar Portion ” means, in connection with any Pro-Rata Borrowing in

Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by

(ii) the aggregate Dollar Commitments of all Dollar Lenders at such time divided by (iii) the

aggregate Commitments of all Lenders at such time.

“ Pro-Rata Multicurrency Portion ” means, in connection with any Pro-Rata

Borrowing in Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing

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multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders at

such time divided by (iii) the aggregate Commitments of all Lenders at such time.

“ PTE ” means a prohibited transaction class exemption issued by the U.S.

Department of Labor, as any such exemption may be amended from time to time.

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

“ QFC Credit Support ” has the meaning assigned to such term in Section 9.18.

“ Quarterly Dates ” means the last Business Day of March, June, September and

December in each year, commencing on March 29, 2019.

“ Quotation Day ” means, with respect to any Eurocurrency Borrowing (other than

any Eurocurrency Borrowing denominated in Canadian Dollars) for any Interest Period, (i) if the

Currency is Canadian Dollars or AUD, the first day of such Interest Period, (ii) if the Currency is

Euro, two TARGET Days before the first day of such Interest Period and (iii) for any other

Currency , (other than Canadian Dollars), two Business Days prior to the first day of such Interest

Period, unless, in each case, market practice differs in the relevant market where the

Eurocurrency Rate for such Currency is to be determined, in which case the Quotation Day will

be determined by the Administrative Agent in accordance with market practice in such market

(and if quotations would normally be given on more than one day, then the Quotation Day shall

be the last of those days).

“ Quoted Investments ” has the meaning assigned to such term in Section

5.12(b)(ii)(A) .

“ Rating Agency ” means each of S&P, Xxxxx’x and Xxxxx.

“ Ratings Condition ” means that, at any time commencing on or after twelve

months after the Effective Date, the Borrower maintains a Credit Rating of at least BBB-/Baa3

(or equivalent) from at least one Rating Agency.

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

“ Regulations D, T, U and X ” means, respectively, Regulations D, T, U and X of

the Board of Governors of the Federal Reserve System (or any successor), as the same may be

modified and supplemented and in effect from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s

Affiliates and the respective directors, partners, officers, employees, agents, advisors and

representatives of such Person and such Person’s Affiliates.

“ Relevant Governmental Body ” means (i) with respect to a Benchmark

Replacement in respect of Loans denominated in Dollars, the Board or the NYFRB, or a

committee officially endorsed or convened by the Board or the NYFRB, or any successor

thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in

Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the

39

Bank of England, or any successor thereto and (iii) with respect to any Benchmark Replacement

in respect of Loans denominated in an Agreed Foreign Currency other than Pounds Sterling, (a)

the central bank for the currency in which such Benchmark Replacement is denominated or (b)

any working group or committee officially endorsed or convened by (1) the central bank for the

currency in which such Benchmark Replacement is denominated, (2) any central bank or other

supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the

administrator of such Benchmark Replacement, (3) a group of those central banks or other

supervisors or (4) the Financial Stability Board or any part thereof.

“ Required Lenders ” means, at any time, Lenders having Credit Exposures and

unused Commitments representing more than 50% of the sum of the total Credit Exposures and

unused Commitments at such time.  The Required Lenders of a Class (which shall include the

terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders having

Credit Exposures and unused Commitments of such Class representing more than 50% of the

sum of the total Credit Exposures and unused Commitments of such Class; provided that the

Credit Exposures and unused Commitments of any Defaulting Lenders shall be disregarded in

the determination of Required Lenders to the extent provided for in Section 2.17 .

“ Required Payment ” has the meaning assigned to such term in Section 8.13(a) .

“ Required Payment Amount ” has the meaning assigned to such term in Section

6.05(b) .

“ Resolution Authority ” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“ Restricted Payment ” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any shares of any class of capital stock of the

Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other

property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such shares of capital stock of the

Borrower or any option, warrant or other right to acquire any such shares of capital stock of the

Borrower (other than any equity awards granted to employees, officers, directors and consultants

of the Borrower and its Affiliates); provided , for clarity, neither the conversion of convertible

debt into Permitted Equity Interests nor the purchase, redemption, retirement, acquisition,

cancellation or termination of convertible debt made solely with Permitted Equity Interests (other

than interest or expenses or fractional shares, which may be payable in cash) shall be a Restricted

Payment hereunder.

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

“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i)

each date of a Borrowing of a Eurocurrency Loan or RFR Loan denominated in an Agreed

Foreign Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an

Agreed Foreign Currency and (iii) such additional dates as the Administrative Agent shall

reasonably and in good faith determine or the Required Lenders shall reasonably and in good

faith require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of

40

issuance of a Letter of Credit denominated in an Agreed Foreign Currency, (ii) each date of an

amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii)

each date of any payment by the Issuing Bank under any Letter of Credit denominated in an

Agreed Foreign Currency and (iv) such additional dates as the Administrative Agent or the

Issuing Bank shall reasonably and in good faith determine or the Required Lenders shall

reasonably and in good faith require.

“ Revolver Termination Date ” means February 21, 2025, unless extended with the

consent of each Lender in its sole and absolute discretion.

“ RFR ”, 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 Adjusted Daily Simple RFR.

“ RFR Business Day ” means, for any RFR Loan denominated in (a) Pounds

Xxxxxxxx, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed

for general business in London, and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a

Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign

exchange transactions in Zurich , and (c) Canadian Dollars, any day except (i) a Saturday, (ii) a

Sunday or (iii) a day on which commercial banks in Toronto are authorized or required by law to

remain closed ; provided that, for purposes of notice requirements in Sections 2.03(a) and 2.09(g) ,

in each case, such day is also a Business Day.

“ RFR Rate Day ” has the meaning specified in the definition of “Daily Simple

RFR”.

“ RIC ” means a Person qualifying for treatment as a “regulated investment

company” under Subchapter M of the Code.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., a New York

corporation, or any successor thereto.

“ Sanctioned Country ” means, at any time, a country, territory or region that is, or

whose government is, the subject or target of any comprehensive Sanctions (which are, as of the

date of this Agreement, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic,

the so-called Luhansk People’s Republic and the Crimea region of Ukraine).

“ Sanctions ” has the meaning assigned to such term in Section 3.20 .

“ SARON ” means, with respect to any RFR Business Day, a rate per annum equal

to the Swiss Average Rate Overnight for such RFR Business Day published by the SIX Swiss

Exchange AG (or any successor administrator for the Swiss Average Rate Overnight) on the SIX

Swiss Exchange AG’s website, currently at xxxx://xxx.xxx-xxxxx.xxx (or any successor source

for the Swiss Average Rate Overnight identified as such by the administrator for the Swiss

Average Rate Overnight from time to time).

41

“ SARON Adjustment ” means with respect to SARON, -0.0571% (-5.71 basis

points).

“ SBA ” means the United States Small Business Administration or any

Governmental Authority succeeding to any or all of the functions thereof.

“ SBIC Subsidiary ” means any Subsidiary of the Borrower or any other Obligor

(or such Subsidiary’s general partner or manager entity) that is (x)  either (i) a “small business

investment company” licensed by the SBA (or that has applied for such a license and is actively

pursuing the granting thereof by appropriate proceedings promptly instituted and diligently

conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-

owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and

(y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

(a) other than pursuant to a Permitted SBIC Guarantee or the

requirement by the SBA that the Borrower or such Obligor make an equity or capital

contribution to the SBIC Subsidiary in connection with its incurrence of SBA

Indebtedness ( provided that such contribution is permitted by Section 6.03(e) or 6.03(i)

and is made substantially contemporaneously with such incurrence), no portion of the

Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is

Guaranteed by the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary),

(ii) is recourse to or obligates the Borrower or any of its Subsidiaries (other than any

SBIC Subsidiary) in any way, or (iii) subjects any property of the Borrower or any of its

Subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof, other than

Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness;

(b) other than pursuant to a Permitted SBIC Guarantee, neither the

Borrower nor any of its Subsidiaries has any material contract, agreement, arrangement

or understanding with such Person other than on terms no less favorable to the Borrower

or such Subsidiary than those that might be obtained at the time from Persons that are not

Affiliates of the Borrower or such Subsidiary;

(c) neither the Borrower nor any of its Subsidiaries (other than any

SBIC Subsidiary) has any obligation to such Person to maintain or preserve its financial

condition or cause it to achieve certain levels of operating results; and

(d) such Person has not Guaranteed or become a co-borrower under,

and has not granted a security interest in any of its properties to secure, and the Equity

Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities

or obligations of any one or more of the Obligors.

Any designation by the Borrower under clause (y) above shall be effected

pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which

certificate shall include a statement to the effect that, to the best of such Financial Officer’s

knowledge, such designation complied with the foregoing conditions.

42

“ Screen Rate ” means the Term SOFR Reference Rate, the EURIBOR Screen

Rate , the Term XXXXX Reference Rate and the Local Screen Rates collectively and individually

as the context may require.

“ SEC ” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

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

“ Secured Longer-Term Indebtedness ” means, as at any date, Indebtedness of the

Xxxxxxxx (other than Indebtedness hereunder) (which may be Guaranteed by Subsidiary

Guarantors) that:

(a) has no amortization (other than for amortization in an amount not

greater than 1% of the aggregate initial principal amount of such Indebtedness per annum

(or an amount in excess of 1% of the aggregate initial principal amount of such

Indebtedness per annum on terms mutually agreeable to the Borrower and the Required

Lenders)) or mandatory redemption, repurchase or prepayment prior to, and a final

maturity date not earlier than, six months after the Maturity Date (it being understood that

any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a); provided that any

payment prior to the Termination Date in respect of any such obligation or right shall

only be made to the extent permitted by Section 6.12 );

(b) is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuations, and events of default that are no more restrictive in any respect upon the

Borrower and its Subsidiaries, at any time that any Commitments or Loans are

outstanding hereunder (including pursuant to any maturity extensions), than those set

forth in this Agreement (other than, if such Indebtedness is governed by a customary

indenture or similar instrument, events of default that are customary in indentures or

similar instruments and that have no analogous provisions in this Agreement or credit

agreements generally) ( provided that, upon the Borrower’s request, this Agreement will

be deemed to be automatically amended (and, upon the request of the Administrative

Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document

evidencing such amendment), mutatis mutandis , to make such covenants more restrictive

in this Agreement as may be necessary to meet the requirements of this clause (b)(i) ) and

(ii) other terms (other than interest and any commitment or related fees) that are no more

restrictive in any material respect upon the Borrower and its Subsidiaries, at any time that

any Commitments or Loans are outstanding hereunder (including pursuant to any

maturity extensions), than those set forth in this Agreement; and

(c) ranks pari passu with the obligations under this Agreement and is

not secured by any assets of any Person other than any assets of any Obligor pursuant to

the Security Documents and the holders of which, or the agent, trustee or representative

43

of such holders on behalf of and for the benefit of such holders, have agreed to either

(x) be bound by the provisions of the Security Documents by executing the joinder

attached as Exhibit E to the Guarantee and Security Agreement or (y) be bound by the

provisions of the Security Documents in a manner reasonably satisfactory to the

Administrative Agent and the Collateral Agent.  For the avoidance of doubt, (a) Secured

Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or

extension of any Secured Longer-Term Indebtedness so long as such refinanced,

refunded, renewed or extended Indebtedness continues to satisfy the requirements of this

definition and (b) any payment on account of Secured Longer-Term Indebtedness shall be

subject to Section 6.12 .

“ Secured Parties ” has the meaning assigned to such term in the Guarantee and

Security Agreement.

“ Security Documents ” means, collectively, the Guarantee and Security

Agreement, the Custodian Agreement, the Control Agreement, all Uniform Commercial Code

financing statements filed with respect to the security interests in personal property created

pursuant to the Guarantee and Security Agreement, and all other assignments, pledge

agreements, security agreements, control agreements and other instruments executed and

delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement

or otherwise providing or relating to any collateral security for any of the Secured Obligations

under and as defined in the Guarantee and Security Agreement.

“ Senior Securities ” means senior securities (as such term is defined and

determined pursuant to the Investment Company Act and any orders of the SEC issued to the

Borrower thereunder).

“ Settlement-Date Basis ” means that any Investment that has been purchased will

not be treated as an Eligible Portfolio Investment until such purchase has settled, and any

Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio

Investment until such sale has settled.

“ Short-Term U.S. Government Securities ” has the meaning assigned to such term

in Section 5.13 .

“ SOFR ” means a rate per annum equal to the secured overnight financing rate for

such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

“ SOFR Adjustment ” means, for any calculation with respect to an ABR Loan or a

Term SOFR Loan, a percentage per annum as set forth as follows for the applicable Type of such

Loan and (if applicable) Interest Period therefore:  (a) with respect to ABR Loans, 0.10% (10

basis points) and (b) with respect to Term SOFR Loans, 0.10% (10 basis points) for an Interest

Period of one month, 0.15% (15 basis points) for an Interest Period of three months and 0.25%

(25 basis points) for an Interest Period of six months.

“ SOFR Administrator ” means the NYFRB (or a successor administrator of the

secured overnight financing rate).

44

“ SOFR Administrator’s Website ” means the website of the NYFRB, currently at

xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate

identified as such by the SOFR Administrator from time to time.

“ Solvent ” means, with respect to any Obligor, that as of the date of determination,

both (i) (a) the sum of such Xxxxxxx’s debt and liabilities (including contingent liabilities) does

not exceed the present fair saleable value of such Person’s present assets, (b) such Obligor’s

capital is not unreasonably small in relation to its business as contemplated on the Effective Date

and reflected in any projections delivered to the Lenders or with respect to any transaction

contemplated or undertaken after the Effective Date, and (c) such Obligor has not incurred and

does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts

beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and

(ii) such Obligor is “solvent” within the meaning given to such term and similar terms under

applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition,

the amount of any contingent liability at any time shall be computed as the amount that, in light

of all of the facts and circumstances existing at such time, represents the amount that can

reasonably be expected to become an actual or matured liability (irrespective of whether such

contingent liabilities meet the criteria for accrual under Statement of Financial Accounting

Standard No. 5).

“ XXXXX ” means, with respect to any RFR Business Day, a rate per annum equal

to the Sterling Overnight Index Average for such RFR Business Day published by the Bank of

England (or any successor administrator or the Sterling Overnight Index Average) on the Bank

of England’s website, currently at xxxx://xxx.xxxxxxxxxxxxx.xx.xx (or any successor source for

the Sterling Overnight Index Average identified as such by the administrator for the Sterling

Overnight Index Average).

“ XXXXX Xxxxxxxxxx ” means with respect to XXXXX, 0.0326% (3.26 basis

points).

“ Specified CLO ” means a Structured Subsidiary that (i) is a collateralized loan

obligation vehicle and (ii) has been designated in writing as a Specified CLO by the Borrower to

the Administrative Agent at any time prior to the Specified CLO Effective Date (which

designation shall not be revocable).  For the avoidance of doubt, each Specified CLO shall be

subject to the proviso of Section 6.03(e) .

“ Specified CLO Effective Date ” means, in respect of any Specified CLO, the

earliest of (i) the date the applicable Rating Agency has deemed such Specified CLO to be

effective, (ii) the date the collateral manager (or similar person) has elected and/or certified that

such Specified CLO has become effective and (iii) the date on which the underlying coverage,

portfolio quality or similar tests in respect of such Specified CLO become effective.

“ Specified Notes ” means the 2025 Notes, the 2025-2 Notes, the 2026 Notes and

the Additional Notes.

“ Specified Time ” means (i) in relation to a Loan in Canadian Dollars, as of 10:00

a.m., Toronto, Ontario time, (ii) in relation to a Loan in Euros, 11:00 a.m., Brussels time, ( iii ii ) in

45

relation to a Loan in AUD, as of 11:00 a.m., Sydney, Australia, ( iv iii ) in relation to a Loan in

Swedish Krona, as of 11:00 a.m., London time, ( v iv ) in relation to a Loan in Norwegian Krone,

11:00 a.m., London time, ( vi v ) in relation to a Loan in New Zealand Dollars, 11:00 a.m.,

Wellington, New Zealand time , and ( vii vi ) in relation to a Loan in Danish Krone, 11:00 a.m.,

Copenhagen, Denmark time.

“ Spot Rate ” for a currency means the rate determined by the Administrative

Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such

capacity as the spot rate for the purchase by such Person of such currency with another currency

through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two

Business Days prior to the date as of which the foreign exchange computation is made; provided

that the Administrative Agent or the Issuing Bank may obtain such spot rate from another

financial institution designated by the Administrative Agent or Issuing Bank if the Person acting

in such capacity does not have as of the date of determination a spot buying rate for any such

currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as

of which the foreign exchange computation is made in the case of any Letter of Credit

denominated in an Agreed Foreign Currency.

“ Standard Securitization Undertakings ” means, collectively, (a) customary arms-

length servicing obligations (together with any related performance guarantees), (b) obligations

(together with any related performance guarantees) to refund the purchase price or grant

purchase price credits for breach of representations and warranties referred to in clause (c), and

(c) representations, warranties, covenants and indemnities (together with any related

performance guarantees) of a type that are reasonably customary in commercial loan

securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the

collectability of the assets sold or the creditworthiness of the underlying obligors and excluding

obligations that constitute credit recourse).

“ Statutory Reserve Rate ” means, for the Interest Period for any Eurocurrency

Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and

the denominator of which is the number one minus the arithmetic mean, taken over each day in

such Interest Period, of the aggregate of the applicable 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.

“ XXXXXX Rate ” means, in the case of any Eurocurrency Borrowing denominated

in SEK, with respect to any Interest Period, the Stockholm Interbank Offered Rate administered

by the Swedish Bankers’ Association (or any other person that takes over administration of that

rate) for deposits in Swedish Krona with a term equivalent to such Interest Period as displayed

on such screen that displays such rate, or on the appropriate page of such other information

service that publishes such rate as shall be selected by the Administrative Agent from time to

46

time in its reasonable discretion (the “ XXXXXX Screen Rate ) as of 11:00 a.m. London time two

Business Days prior to the commencement of such Interest Period.  If the XXXXXX Rate shall be

less than zero, the XXXXXX Rate shall be deemed to be zero for purposes of this agreement.

“ Stockholders’ Equity ” means, at any date, the amount determined on a

consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for

the Borrower and its Subsidiaries at such date.

“ Structured Finance Obligations ” has the meaning assigned to such term in

Section 5.13 .

“ Structured Subsidiaries ” means:

(a) a direct or indirect Subsidiary of the Borrower which is formed

(including prior to the Effective Date) in connection with, and which continues to exist

for the sole purpose of, obtaining and maintaining third-party financings and which

engages in no material activities other than in connection with the purchase and financing

of assets from the Obligors or any other Person, and which is designated by the Borrower

(as provided below), as a Structured Subsidiary, so long as:

(i) no portion of the Indebtedness or any other obligations

(contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor (other than

Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or

obligates any Obligor in any way other than pursuant to Standard Securitization

Undertakings or (iii) subjects any property of any Obligor (other than property that has

been contributed or sold or otherwise transferred to such Subsidiary in accordance with

the terms Section 6.03(e ) or 6.03(i) ), directly or indirectly, contingently or otherwise, to

the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or

any Guarantee thereof;

(ii) no Obligor has any material contract, agreement,

arrangement or understanding with such Subsidiary other than on terms no less favorable

to such Obligor than those that might be obtained at the time from Persons that are not

Affiliates of any Obligor, other than fees payable in the ordinary course of business in

connection with servicing loan assets; and

(iii) no Obligor has any obligation to maintain or preserve such

entity’s financial condition or cause such entity to achieve certain levels of operating

results; and

(b) any passive holding company that is designated by the Borrower

(as provided below) as a Structured Subsidiary, so long as:

(i) such passive holding company is the direct parent of a

Structured Subsidiary referred to in clause (a) ;

47

(ii) such passive holding company engages in no activities and

has no assets (other than in connection with the transfer of assets to and from a Structured

Subsidiary referred to in clause (a) , and its ownership of all of the Equity Interests of a

Structured Subsidiary referred to in clause (a) ) or liabilities;

(iii) all of the Equity Interests of such passive holding company

are owned directly by an Obligor and are pledged as Collateral for the Secured

Obligations and the Collateral Agent has a first-priority perfected Lien (subject to no

other Liens other than Eligible Liens) on such Equity Interests; and

(iv) no Obligor has any obligation to maintain or preserve such

passive holding company’s financial condition or cause such entity to achieve certain

levels of operating results.

Any designation of a Structured Subsidiary by the Borrower shall be effected

pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which

certificate shall include a statement to the effect that, to the best of such Financial Officer’s

knowledge, such designation complied with each of the conditions set forth in clause (a) or (b)

above, as applicable.

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of

which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date,

as well as any other corporation, limited liability company, partnership, association or other

entity (a) of which securities or other ownership interests representing more than 50% of the

equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than

50% of the general partnership interests are, as of such date, owned, controlled or held, or

(b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the

parent or by the parent and one or more subsidiaries of the parent.  Anything herein to the

contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an

Investment held by any Obligor in the ordinary course of business and that is not, under GAAP,

consolidated on the financial statements of the Borrower and its Subsidiaries.  Unless otherwise

specified, “Subsidiary” means a Subsidiary of the Borrower.

“ Subsidiary Guarantor ” means any Subsidiary that is or is required to be a

Guarantor under the Guarantee and Security Agreement.  It is understood and agreed that,

subject to Section 5.08(a) , no CFC, Transparent Subsidiary, Immaterial Subsidiary or Financing

Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains a CFC,

Transparent Subsidiary, Immaterial Subsidiary or Financing Subsidiary, as applicable, each as

defined and described herein.

“ Supported QFC ” has the meaning set forth in Section 9.18.

“ Swedish Krona ” and “ SEK ” refers to the lawful currency of Sweden.

“ Swiss Francs ” and “ CHF ” refers to the lawful currency of Switzerland.

48

“ TARGET Day ” means any day on which the TARGET2 is open.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement

Express Transfer (TARGET2) payment system (or, if such payment system ceases to be

operative, such other payment system reasonably determined by the Administrative Agent to be a

suitable replacement) for the settlement of payments in Euros.

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

“ Tax Damages ” has the meaning assigned to such term in Section 2.15(d) .

“ Taxes ” means any and all present or future taxes levies, imposts, duties,

deductions, withholdings (including backup withholding), assessments, fees or other charges

imposed by any Governmental Authority, including any interest, additions to tax or penalties

applicable thereto.

“Term XXXXX” means,

(a) for any calculation with respect to a Eurocurrency Loan in Canadian

Dollars for any Interest Period , the Term XXXXX Reference Rate for a tenor comparable to the

applicable Interest Period on the day (such day, the “Periodic Term XXXXX Determination

Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is

published by the Term XXXXX Administrator; provided, however, that if as of 5:00 p.m.

(Toronto time) on any Periodic Term XXXXX Determination Day the Term XXXXX Reference

Rate for the applicable tenor has not been published by the Term XXXXX Administrator and a

replacement of the Term XXXXX Reference Rate has not occurred pursuant to Section 2.12(d),

then Xxxx XXXXX will be the Term XXXXX Reference Rate for such tenor as published by the

Term XXXXX Administrator on the first preceding Business Day for which such Term XXXXX

Reference Rate for such tenor was published by the Term XXXXX Administrator so long as such

first preceding Business Day is not more than three (3) Business Days prior to such Periodic

Term XXXXX Determination Day; and

(b) for any calculation with respect to a Loan with a Benchmark equal to the

Canadian Prime Rate on any day, the Term XXXXX Reference Rate for a tenor of one (1) month

on the day (such day, the “Prime Rate XXXXX Determination Day”) that is two (2) Business

Days prior to such day, as such rate is published by the Term XXXXX Administrator; provided,

however, that if as of 5:00 p.m. (Toronto time) on any Prime Rate XXXXX Determination Day

the Term XXXXX Reference Rate for the applicable tenor has not been published by the Term

XXXXX Administrator and a replacement of the Term XXXXX Reference Rate has not occurred

pursuant to Section 2.12(d), then Term XXXXX will be the Term XXXXX Reference Rate for

such tenor as published by the Xxxx XXXXX Administrator on the first preceding Business Day

for which such Term XXXXX Reference Rate for such tenor was published by the Xxxx XXXXX

Administrator so long as such first preceding Business Day is not more than three (3) Business

Days prior to such Prime Rate XXXXX Determination Day.

49

“Term XXXXX Administrator” means Candeal Benchmark Administration

Services Inc., TSX Inc. (or a successor administrator of the Term XXXXX Reference Rate

selected by the Administrative Agent in its reasonable discretion) .

“Term XXXXX Reference Rate” means the forward-looking term rate based on

CORRA.

“ Term SOFR ” means,

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR

Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the

“ Periodic Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR

Administrator; provided , however, that if as of 5:00 p.m. (New York City time) on any Periodic

Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator and a replacement of the Term SOFR

Reference Rate has not occurred pursuant to Section 2.12(d) , then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities

Business Days prior to such Periodic Term SOFR Determination Day; and

(b) for any calculation with respect to an ABR Loan on any day, the Term

SOFR Reference Rate for a tenor of one month on the day (such day, the “ ABR Term SOFR

Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to such

day, as such rate is published by the Term SOFR Administrator; provided , however, that if as of

5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR

Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator

and a replacement of the Term SOFR Reference Rate has not occurred pursuant to Section

2.12(d) , then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by

the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day

for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR

Administrator so long as such first preceding U.S. Government Securities Business Day is not

more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR

Determination Day.

“ Term SOFR Administrator ” means CME Group Benchmark Administration

Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“ Term SOFR Borrowing ” means, as to any Borrowing, the Term SOFR Loans

comprising such Borrowing.

“ Term SOFR Loan ” means a Loan that bears interest at a rate based on Adjusted

Term SOFR, other than pursuant to clause (d) of the definition of “Alternate Base Rate”.

50

“ Term SOFR Reference Rate ” means the forward-looking term rate based on

SOFR.

“ Termination Date ” means the date on which the Commitments have expired or

been terminated and the principal of and accrued interest on each Loan and all fees and other

amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full

(excluding, for the avoidance of doubt, any amount in connection with any contingent,

unasserted indemnification obligations), all Letters of Credit shall have (w) expired, (x)

terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner

acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each

case, all LC Disbursements then outstanding have been reimbursed.

“ Third Party Finance Company ” has the meaning assigned to such term in Section

5.13 .

“ Total Eligible Portfolio ” has the meaning assigned to such term in Section

5.13(b) .

“ Transactions ” means the execution, delivery and performance by the Borrower

of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the

proceeds thereof and the issuance of Letters of Credit hereunder.

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

“ Transparent Subsidiary ” means a Subsidiary classified as a partnership or as a

disregarded entity for U.S. federal income tax purposes directly or indirectly owned by an

Obligor that has no material assets other than Equity Interests (held directly or indirectly through

other Transparent Subsidiaries) in one or more CFCs.

“ Two Largest Industry Classification Groups ” means, as of any date of

determination, each of the two Industry Classification Groups that a greater portion of the Total

Eligible Portfolio has been assigned to each such Industry Classification Group pursuant to

Section 5.12(a) than any other single Industry Classification Group.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the

rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by

reference to the Adjusted Eurocurrency Rate, Adjusted Term SOFR, Adjusted Daily Simple RFR

or the Alternate Base Rate.

“ Undisclosed Administration ” means, in relation to a Lender or its direct or

indirect parent company, the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian or other similar official by a supervisory authority or

regulator under or based on the law in the country where such Lender or its direct or indirect

parent company is subject to home jurisdiction supervision if applicable law requires that such

appointment is not to be publicly disclosed and such appointment has not been publicly disclosed

(including, without limitation, under the Dutch Financial Supervision Act 2007 (as amended

from time to time and including any successor legislation)).

51

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as

in effect from time to time in the State of New York.

“ UK Financial Institution ” means any BRRD Undertaking (as such term is

defined under the PRA Rulebook (as amended from time to time) promulgated by the United

Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA

Handbook (as amended from time to time) promulgated by the United Kingdom Financial

Conduct Authority, which includes certain credit institutions and investment firms, and certain

affiliates of such credit institutions or investment firms.

“ UK Resolution Authority ” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“ Unquoted Investments ” has the meaning assigned to such term in Section

5.12(b)(ii)(B) .

“ Unsecured Longer-Term Indebtedness ” means any Indebtedness of an Obligor

that:

(a) has no amortization, or mandatory redemption, repurchase or

prepayment prior to, and a final maturity date not earlier than, six months after the

Maturity Date (it being understood that (i) the conversion features into Permitted Equity

Interests under convertible notes (as well as the triggering of such conversion and/or

settlement thereof solely with Permitted Equity Interests, except in the case of interest,

fractional shares pursuant to customary and market conversion and other provisions or

expenses (which may be payable in cash)) shall not constitute “amortization”,

“redemption”, “repurchase” or “prepayment” for the purposes of this definition and (ii)

that any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding

the foregoing, in this clause (ii), the Borrower acknowledges that any payment prior to

the Termination Date in respect of any such obligation or right shall only be made to the

extent permitted by Section 6.12 )),

(b) is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuation, and events of default that are no more restrictive in any respect upon the

Borrower and its Subsidiaries, at any time that any Commitments or Loans are

outstanding hereunder (including pursuant to any maturity extensions), than those set

forth in this Agreement (other than, if such Indebtedness is governed by a customary

indenture or similar instrument, events of default that are customary in indentures or

similar instruments and that have no analogous provisions in this Agreement or credit

agreements generally) ( provided that, upon the Borrower’s request, this Agreement will

be deemed to be automatically amended (and, upon the request of the Administrative

Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document

evidencing such amendment), mutatis mutandis , to make such covenants more restrictive

52

in this Agreement as may be necessary to meet the requirements of this clause (b)(i) ) (it

being understood that put rights or repurchase or redemption obligations (x) in the case of

convertible securities, in connection with the suspension or delisting of the Equity

Interests of the Borrower or the failure of the Borrower to satisfy a continued listing rule

with respect to its Equity Interests or (y) arising out of circumstances that would

constitute a “fundamental change” (as such term is customarily defined in convertible

note offerings) or an Event of Default shall not be deemed to be more restrictive for

purposes of this definition) and (ii) other terms that are substantially comparable to, or

more favorable to the Borrower than, market terms for substantially similar debt of other

similarly situated borrowers as reasonably determined in good faith by the Borrower, and

(c) is not secured by any assets of any Person.  For the avoidance of

doubt, (a) Unsecured Longer-Term Indebtedness shall also include any refinancing,

refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as

such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the

requirements of clause (B) of this definition and (b) any payment on account of

Unsecured Longer-Term Indebtedness shall be subject to Section 6.12 .

Notwithstanding the foregoing, each of the Specified Notes shall continue to be

deemed Unsecured Longer-Term Indebtedness in all respects despite the fact that the maturity

date of the Specified Notes is prior to the date that is six months after the maturity date, so long

as each of the Specified Notes continues to comply with all other requirements of this definition,

until the date that is nine months prior to the scheduled maturity of any Specified Notes;

provided that, from and after the date that is nine months prior to the scheduled maturity of any

Specified Notes, such Specified Notes shall be reclassified as Unsecured Shorter-Term

Indebtedness; provided , further that such reclassification shall not be considered an “incurrence”

for purposes of clauses (w) through (z) of Section 6.01(b).

“ Unsecured Shorter-Term Indebtedness ” means, collectively, (a) any

Indebtedness of the Borrower or any Subsidiary (other than a Financing Subsidiary) that is not

secured by any assets of any Person and that does not constitute Unsecured Longer-Term

Indebtedness (including any Specified Notes from and after the date that is nine months prior to

the scheduled maturity of such Specified Notes) and (b) any Indebtedness of the Borrower or any

Subsidiary (other than a Financing Subsidiary) that is designated as “Unsecured Shorter-Term

Indebtedness” pursuant to Section 6.11 .  For the avoidance of doubt, Unsecured Shorter-Term

Indebtedness shall also include any refinancing, refunding, renewal or extension of any

Unsecured Shorter-Term Indebtedness so long as such refinanced, refunded, renewed or

extended Indebtedness continues to satisfy the requirements of this definition.

“ USA PATRIOT Act ” has the meaning assigned to such term in Section 3.21 .

“ 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,

xxxxx, and notes.

53

“ U.S. Government Securities Business Day ” means any day except for (i) a

Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets

Association recommends that the fixed income departments of its members be closed for the

entire day for the purposes of trading in United States government securities.

“ U.S. Person ” means any Person that is a “United States Person” as defined in

Section 7701(a)(30) of the Code.

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

Section 9.18.

“ Valuation Policy ” means the Borrower’s valuation policy as in existence on the

Amendment No. 1 Effective Date and delivered to the Administrative Agent prior to the

Amendment No. 1 Effective Date, as may be amended or modified from time to time in a manner

consistent with standard industry practice by a Permitted Policy Amendment.

“ Valuation Testing Date ” has the meaning assigned to such term in Section

5.12(b)(iii)(A).

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

“ wholly owned Subsidiary ” of any person shall mean a Subsidiary of such person,

all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other

similar shares required pursuant to applicable law) are owned by such person and/or one or more

wholly owned Subsidiaries of such person.  Unless the context otherwise requires, “wholly

owned Subsidiary Guarantor” shall mean a wholly owned Subsidiary that is a Subsidiary

Guarantor.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a

“complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as defined in

Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means any Obligor and the Administrative Agent.

“ Write-Down and Conversion Powers ” means, (a) with respect to any EEA

Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority

from time to time under the Bail-In Legislation for the applicable EEA Member Country, which

write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b)

with respect to the United Kingdom, any powers of the applicable Resolution Authority under

the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK

Financial Institution or any contact or instrument under which that liability arises, to convert all

or part of that liability into shares, securities or obligations of that person or any other person, to

provide that any such contract or instrument is to have effect as if a right has been exercised

under it to suspend any obligation in respect of that liability or any of the powers under that Bail-

In Legislation that are related to or ancillary to any of those powers.

54

SECTION 1.02 Classification of Loans and Borrowings .  For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a “Dollar Loan” or a

“Multicurrency Loan”), by Type (e.g., an “ABR Loan”, an “RFR Loan”, a “Term SOFR Loan”

or a “Eurocurrency Loan”) or by Class and Type (e.g., a “Multicurrency Eurocurrency Loan”).

Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing” or a

“Multicurrency Borrowing”), by Type (e.g., an “ABR Borrowing”, an “RFR Borrowing”, a

“Term SOFR Borrowing” or a “Eurocurrency Borrowing”) or by Class and Type (e.g., a

“Multicurrency Eurocurrency Borrowing”).  Loans and Borrowings may also be identified by

Currency.

SECTION 1.03 Terms Generally .  The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined.  Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words

“include”, “includes” and “including” shall be deemed to be followed by the phrase “without

limitation”.  The word “will” shall be construed to have the same meaning and effect as the word

“shall”.  Unless the context requires otherwise (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as from time to time amended, restated, amended and

restated, supplemented or otherwise modified (subject to any restrictions on such amendments,

supplements or modifications set forth herein or therein), (b) any reference herein to any Person

shall be construed to include such Person’s successors and assigns (subject to any restrictions on

such successors and assigns set forth herein), (c) the words “herein”, “hereof” and “hereunder”,

and words of similar import, shall be construed to refer to this Agreement in its entirety and not

to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and

Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,

this Agreement and (e) the words “asset” and “property” shall be construed to have the same

meaning and effect and to refer to any and all tangible and intangible assets and properties,

including cash, securities, accounts and contract rights.  Solely for purposes of this Agreement,

any references to “obligations” owed by any Person under any Hedging Agreement shall refer to

the amount that would be required to be paid by such Person if such Hedging Agreement were

terminated at such time (after giving effect to any netting agreement).

SECTION 1.04 Accounting Terms; GAAP .  Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP, as in effect from time to time; provided that, if the Borrower notifies the

Administrative Agent that the Borrower requests an amendment to any provision hereof to

eliminate the effect of any change occurring after the Effective Date in GAAP or in the

application or interpretation thereof on the operation of such provision (or if the Administrative

Agent notifies the Borrower that the Required Lenders request an amendment to any provision

hereof for such purpose), regardless of whether any such notice is given before or after such

change in GAAP or in the application thereof, then the Borrower, Administrative Agent and the

Xxxxxxx agree to enter into negotiations in good faith in order to amend such provisions of the

Agreement so as to equitably reflect such change to comply with GAAP with the desired result

that the criteria for evaluating the Borrower’s financial condition shall be the same after such

change to comply with GAAP as if such change had not been made; provided , however ,  until

such amendments to equitably reflect such changes are effective and agreed to by the Borrower,

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Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial

covenants shall be determined on the basis of GAAP as in effect and applied immediately before

such change in GAAP becomes effective.  Notwithstanding the foregoing or anything herein to

the contrary, the Borrower covenants and agrees with the Lenders that whether or not the

Borrower may at any time adopt Financial Accounting Standard Board Accounting Standards

Codification 825, all determinations relating to fair value accounting for liabilities or compliance

with the terms and conditions of this Agreement shall be made on the basis that the Borrower has

not adopted Accounting Standard Codification 825. In addition, notwithstanding Accounting

Standards Update 2015-03, GAAP or any other matter, for purposes of calculating any financial

or other covenants hereunder, debt issuance costs shall not be deducted from the related debt

obligation.  Notwithstanding any other provision contained herein, the definitions set forth in the

Loan Document and any financial calculations required by the Loan Documents shall be

computed to exclude any effects on lease accounting as a result of ASU No. 2016-02 Leases

(Topic 842) (or any other Financial Accounting Standard having a similar result or effect),

regardless of the date enacted, adopted or issued and regardless of any delayed implementation

thereof, and all determinations of Capital Lease Obligations shall be made consistently therewith

(i.e., ignoring any such changes in GAAP pursuant to ASU No. 2016-02 Leases (Topic 842) (or

any other Financial Accounting Standard having a similar result or effect).

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 Effective Date.  Except as provided in

Section 2.09(b) and the last sentence of Section 2.16(a) , for purposes of determining (i) whether

the amount of any Multicurrency Borrowing or Letter of Credit then outstanding or to be

borrowed at the same time as such Borrowing would exceed the aggregate amount of

Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency

Commitments, (iii) the Multicurrency Credit Exposure, (iv) the LC Exposure, (v) the Covered

Debt Amount and (vi) the Borrowing Base or the 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 of any Portfolio Investment that is denominated in any Foreign

Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of

such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of

the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence

of the definition of the term “Interest Period”) or the date of valuation of such Portfolio

Investment, as the case may be; provided that in connection with the delivery of any Borrowing

Base Certificate pursuant to Section 5.01(d) or (e) , such amounts shall be determined as of the

date of delivery of such Borrowing Base Certificate.  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).  Without limiting the generality of the

foregoing, for purposes of determining compliance with any basket in this Agreement, in no

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event shall any Obligor be deemed to not be in compliance with any such basket solely as a

result of a change in exchange rates.

(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 Effective Date shall, effective from the date on which such state becomes a

Participating Member State, be redenominated in Euro in accordance with the legislation of the

European Union applicable to the European Monetary Union; provided that, if and to the extent

that any such legislation provides that any such obligation of any such party payable within such

Participating Member State by crediting an account of the creditor can be paid by the debtor

either in Euros or such National Currency, such party shall be entitled to pay or repay such

amount either in Euros or in such National Currency.  If the basis of accrual of interest or fees

expressed in this Agreement with respect to an Agreed Foreign Currency of any country that

becomes a Participating Member State after the date on which such currency becomes an Agreed

Foreign Currency shall be inconsistent with any convention or practice in the interbank market

for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall

replace such expressed basis effective as of and from the date on which such state becomes a

Participating Member State; provided that, with respect to any Borrowing denominated in such

currency that is outstanding immediately prior to such date, such replacement shall take effect at

the end of the Interest Period therefor.

Without prejudice to the 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 Effective Date; provided that the Administrative Agent shall provide the

Xxxxxxxx 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.

(c) Exchange Rates; Currency Equivalents .  The Administrative Agent or the

Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be

used for calculating Dollar Equivalent amounts of Loans, Letters of Credit and Credit Exposure

denominated in Agreed Foreign Currencies. Such Spot Rates shall become effective as of such

Revaluation Date and shall be the Spot Rates employed in converting any amounts between the

applicable currencies until the next Revaluation Date to occur. Except for purposes of financial

statements delivered pursuant to Section 5.01 or calculating financial covenants hereunder or

except as otherwise provided herein, the applicable amount of any currency (other than Dollars)

for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by

the Administrative Agent or the Issuing Bank, as applicable.  Wherever in this Agreement in

connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan,

RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a

required minimum or multiple amount, is expressed in Dollars, but such Borrowing,

Eurocurrency Loan, RFR Loan or Letter of Credit is denominated in an Agreed Foreign

Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount

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(rounded to the nearest unit of such Agreed Foreign Currency, with 0.5 of a unit being rounded

upward).

SECTION 1.06 Outstanding Indebtedness . For the avoidance of doubt, to the

extent that any Indebtedness is repaid, redeemed, repurchased, defeased or otherwise retired or

discharged, such Indebtedness shall be deemed to be paid off and not to be outstanding for any

purpose hereunder to the extent of the amount of such repayment, redemption, repurchase,

defeasance, retirement or discharge.

SECTION 1.07 Rates; Screen Rate Notification .  The Administrative Agent

will promptly notify the Borrower, pursuant to Section 2.12(d), of any change to the reference

rate upon which the interest rate on a Eurocurrency Loan, Term SOFR Loan or RFR Loan is

based.  However, the Administrative Agent does not warrant or accept any responsibility for, and

shall not have any liability with respect to, the administration, submission or any other matter

related to the rates in the definition of “Term SOFR”, “ Term XXXXX”, “ Eurocurrency Rate” or ,

“Daily Simple RFR” , “Daily Compounded XXXXX” or with respect to any alternative or

successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such

alternative, successor or replacement rate implemented pursuant to Section 2.12(d) , whether

upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the

implementation of any Benchmark Replacement Conforming Changes pursuant to Section

2.12(d) , including without limitation, whether the composition or characteristics of any such

alternative, successor or replacement reference rate will be similar to, or produce the same value

or economic equivalence of, the Benchmark being replaced or have the same volume or liquidity

as did the Benchmark being replaced prior to its discontinuance or unavailability.

ARTICLE II .

THE CREDITS

SECTION 2.01 The Commitments .

(a) Subject to the terms and conditions set forth herein, each Dollar Lender

severally agrees to make Dollar Loans to the Borrower from time to time during the Availability

Period in an aggregate principal amount that will not result in (a) such Lender’s Dollar Credit

Exposure exceeding such Lender’s Dollar Commitment, (b) the aggregate Dollar Credit

Exposure of all of the Lenders exceeding the aggregate Dollar Commitments or (c) a Borrowing

Base Deficiency.

(b) Subject to the terms and conditions set forth herein, each Multicurrency

Xxxxxx severally agrees to make Multicurrency Loans to the Borrower from time to time during

the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s

Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (b) the

aggregate Multicurrency Credit Exposure of all of the Lenders exceeding the aggregate

Multicurrency Commitments or (c) a Borrowing Base Deficiency.

(c) Within the foregoing limits and subject to the terms and conditions set

forth herein, the Borrower may borrow, prepay and reborrow Loans.

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SECTION 2.02 Loans and Borrowings .

(a) Obligations of Lenders .  Each Loan shall be made as part of a Borrowing

consisting of Loans of the same Class, Currency and Type made by the Lenders ratably in

accordance with their respective Commitments of the same Class.  The failure of any Lender to

make any Loan required to be made by it shall not relieve any other Lender of its obligations

hereunder; provided that the Commitments of the Lenders are several and no Lender shall be

responsible for any other Lender’s failure to make Loans as required.

(b) Type of Loans .  Subject to Section 2.12 , each Borrowing of a Class shall

be constituted entirely of ABR Loans, of Term SOFR Loans, of RFR Loans or of Eurocurrency

Loans of such Class denominated in a single Currency as the Borrower may request in

accordance herewith.  Each Borrowing denominated in Dollars (including any Pro-Rata

Borrowing) shall be constituted entirely of ABR Loans or Term SOFR Loans.  Each Borrowing

denominated in an Agreed Foreign Currency (other than Pounds Sterling or , Swiss Francs or,

following a Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars ) shall

be constituted entirely of Eurocurrency Loans.  Each Borrowing denominated in Pounds Sterling

or , Swiss Francs or, following a Benchmark Transition Event with respect to Term XXXXX,

Canadian Dollars, shall be constituted entirely of RFR Loans.  Each Lender at its option may

make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make

such Loan; provided that (i) any exercise of such option shall not affect the obligation of the

Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) in

exercising such option, such Lender shall use reasonable efforts to minimize any increased costs

to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take,

or refrain from taking, actions that it determines would result in increased costs for which it will

not be compensated hereunder or that it determines would be otherwise disadvantageous to it and

in the event of such request for costs for which compensation is provided under this Agreement,

the provisions of Section 2.14 shall apply).

(c) Minimum Amounts .  Each Borrowing (whether Eurocurrency, Term

SOFR, RFR or ABR) shall be in an aggregate amount of $1,000,000 or a whole multiple of

$100,000 in excess thereof or, with respect to any Agreed Foreign Currency, such smaller

minimum amount as may be agreed to by the Administrative Agent; provided that a Borrowing

of a Class may be in an aggregate amount that is equal to the entire unused balance of the total

Commitments of such Class or that is required to finance the reimbursement of an LC

Disbursement as contemplated by Section 2.04(f) .  Borrowings of more than one Class, Currency

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 or Term SOFR Borrowing) any Eurocurrency Borrowing or Term

SOFR Borrowing if the Interest Period requested therefor would end after the Maturity Date.

SECTION 2.03 Requests for Borrowings .

(a) Notice by the Borrower .  To request a Borrowing, the Borrower shall

notify the Administrative Agent of such request by delivery of a signed Borrowing Request or by

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telephone or e-mail (in each case, followed promptly by delivery of a signed Borrowing Request)

(i) in the case of a Term SOFR Borrowing, not later than noon, New York City time, three (3)

U.S. Government Securities Business Days before the date of the proposed Borrowing, (ii) in the

case of (x) an ABR Borrowing not in excess of $50,000,000, not later than 10:00 a.m., New

York City time, on the date of the proposed Borrowing and (y) any other ABR Borrowing, not

later than 12:00 p.m., New York City time, one Business Day before the date of the proposed

Borrowing, (iii) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., New York

City time, four Business Days before the date of the proposed Borrowing or (iv) in the case of an

RFR Borrowing, not later than 12:00 p.m . , New York City time, five (5) Business Days before

the date of the proposed Borrowing.  Each such request for a Borrowing shall be irrevocable and

shall be confirmed promptly by hand delivery or by email to the Administrative Agent of a

written Borrowing Request in a form approved by the Administrative Agent and signed by the

Borrower.  Notwithstanding the other provisions of this Agreement, in the case of any Borrowing

denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar

Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency

Loan in an aggregate principal amount equal to the Pro-Rata Multicurrency Portion (any such

Borrowing, a “ Pro-Rata Borrowing ”).  Except as set forth in this Agreement, a Pro-Rata

Borrowing shall be treated as being comprised of two separate Borrowings, a Dollar Borrowing

under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency

Commitments.

(b) Content of Borrowing Requests .  Each request for a Borrowing (whether a

written Borrowing Request, a telephonic request or e-mail request) shall specify the following

information in compliance with Section 2.02 :

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

the Multicurrency Commitments or is a Pro-Rata Borrowing;

(ii) if such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion

and the Pro-Rata Multicurrency Portion;

(iii) the aggregate amount and Currency of such Borrowing;

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

(v) in the case of a Borrowing denominated in Dollars, whether such

Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing;

(vi) in the case of a Eurocurrency Borrowing or a Term SOFR 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

(vii) the location and number of the Borrower’s account (or such other

account(s) as the Borrower may designate in a written Borrowing Request accompanied

by information reasonably satisfactory to the Administrative Agent as to the identity and

purpose of such other account(s)) to which funds are to be disbursed, which shall comply

with the requirements of Section 2.05 .

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(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 Xxxxxx’s Loan to

be made as part of the requested Borrowing.

(d) Failure to Elect .  If no election as to the Class of a Borrowing is specified

in a Borrowing Request, then the requested Borrowing shall be denominated in Dollars and shall

be a Pro-Rata Borrowing.  If no election as to the Currency of a Borrowing is specified in a

Borrowing Request, then the requested Borrowing shall be denominated in Dollars. If no election

as to the Type of a Borrowing is specified in a Borrowing Request, then the requested Borrowing

shall be a Term SOFR Borrowing having an Interest Period of one month’s duration and if an

Agreed Foreign Currency has been specified, the requested Borrowing shall be a Eurocurrency

Borrowing denominated in such Agreed Foreign Currency having an interest period of one

month’s duration; provided , however, if the specified Agreed Foreign Currency is Pounds

Sterling or , Swiss Francs or, following a Benchmark Transition Event with respect to Term

XXXXX, Canadian Dollars , the requested Borrowings shall be an RFR Borrowing denominated

in Pounds Sterling or , Swiss Francs or Canadian Dollars , as applicable.  If a Term SOFR

Borrowing or Eurocurrency Borrowing is requested but no Interest Period is specified, the

Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.04 Letters of Credit .

(a) General .  Subject to the terms and conditions set forth herein, in addition

to the Loans provided for in Section 2.01 , the Borrower may request the Issuing Bank to issue,

and the Issuing Bank agrees to issue, at any time and from time to time during the Availability

Period and under the Multicurrency Commitments, Letters of Credit denominated in Dollars or

in any Agreed Foreign Currency for its own account or for the account of its designee (provided

the Obligors shall remain primarily liable to the Lenders hereunder for payment and

reimbursement of all amounts payable in respect of such Letter of Credit hereunder) for the

purposes set forth in Section 5.09 in such form as is acceptable to the Issuing Bank in its

reasonable determination and for the benefit of such named beneficiary or beneficiaries as are

specified by the Borrower.  Letters of Credit issued hereunder shall constitute utilization of the

Multicurrency Commitments up to the aggregate amount then available to be drawn thereunder.

(b) Notice of Issuance, Amendment, Renewal or Extension .  To request the

issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter

of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,

if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and

the Administrative Agent (reasonably in advance of the requested date of issuance, amendment,

renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the

Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,

amendment, renewal or extension (which shall be a Business Day), the date on which such Letter

of Credit is to expire (which shall comply with paragraph (d)  of this Section), the amount of such

Letter of Credit, stating that such Letter of Credit is to be issued under the Multicurrency

Commitments, the name and address of the beneficiary thereof and such other information as

shall be necessary to prepare, amend, renew or extend such Letter of Credit.  The Administrative

Agent will promptly notify all Multicurrency Lenders following the issuance of any Letter of

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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 $25,000,000, (ii) the total

Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and

(iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

(d) Expiration Date .  Each Letter of Credit shall expire at or prior to the close

of business on the date twelve months after the date of the issuance of such Letter of Credit (or,

in the case of any renewal or extension thereof, twelve months after the then-current expiration

date of such Letter of Credit, so long as such renewal or extension occurs within three months of

such then-current expiration date); provided that any Letter of Credit with a one-year term may

provide (pursuant to customary “evergreen” provisions) for the renewal thereof for additional

one-year periods; provided , further , that (x) in no event shall any Letter of Credit have an

expiration date that is later than the Revolver Termination Date unless the Borrower (1) Cash

Collateralizes such Letter of Credit on or prior to the date that is two (2) Business Days prior to

the Revolver Termination Date (by reference to the undrawn face amount of such Letter of

Credit) that will remain outstanding as of the close of business on the Revolver Termination Date

and (2) pays in full, on or prior to the Revolver Termination Date, all commissions required to be

paid with respect to any such Letter of Credit through the then-current expiration date of such

Letter of Credit and (y) no Letter of Credit shall have an expiration date after the Maturity Date.

(e) Participations .  By the issuance of a Letter of Credit (or an amendment to a

Letter of Credit increasing the amount thereof) by the Issuing Bank, and without any further

action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each

Multicurrency Lender, and each Multicurrency Lender hereby acquires from the Issuing Bank, a

participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the

aggregate amount available to be drawn under such Letter of Credit.  Each Multicurrency Lender

acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in

respect of Letters of Credit is absolute and unconditional and shall not be affected by any

circumstance whatsoever, including any amendment, renewal or extension of any Letter of

Credit or the occurrence and continuance of a Default or reduction or termination of the

Commitments, provided that no Multicurrency Lender shall be required to purchase a

participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the conditions set forth in

Section 4.02 would not be satisfied in respect of a Borrowing at the time such Letter of Credit

was issued and (y) the Required Multicurrency Lenders shall have so notified the Issuing Bank in

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writing and shall not have subsequently determined that the circumstances giving rise to such

conditions not being satisfied no longer exist.

In consideration and in furtherance of the foregoing, each Multicurrency Lender

hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of

the Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement

made by the Issuing Bank in respect of Letters of Credit promptly upon the request of the Issuing

Bank at any time from the time of such LC Disbursement until such LC Disbursement is

reimbursed by the Borrower or at any time after any reimbursement payment is required to be

refunded to the Borrower for any reason.  Such payment shall be made without any offset,

abatement, withholding or reduction whatsoever.  Each such payment shall be made in the same

manner as provided in Section 2.05 with respect to Loans made by such Xxxxxx (and

Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Multicurrency

Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so

received by it from the Multicurrency Lenders.  Promptly following receipt by the

Administrative Agent of any payment from the Borrower pursuant to paragraph (f) , the

Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the

Multicurrency Lenders have made payments pursuant to this paragraph to reimburse the Issuing

Bank, then to such Lenders and the Issuing Bank as their interests may appear.  Any payment

made by a Multicurrency Lender pursuant to this paragraph to reimburse the Issuing Bank for

any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its

obligation to reimburse such LC Disbursement.

(f) Reimbursement .  If the Issuing Bank shall make any LC Disbursement in

respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such

LC Disbursement by paying to the Administrative Agent an amount equal to such LC

Disbursement not later than 12:00 p.m., New York City time, on (i) the Business Day that the

Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.,

New York City time, or (ii) the Business Day immediately following the day that the Borrower

receives such notice, if such notice is not received prior to such time, provided that, if such LC

Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to

borrowing set forth herein, request in accordance with Section 2.03 that such payment be

financed with a Term SOFR Borrowing or a Eurocurrency Borrowing having an Interest Period

of one month’s duration or an RFR Borrowing 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 Term SOFR Borrowing or Eurocurrency Borrowing having an Interest Period of

one month’s duration or an RFR Borrowing, as applicable.

If the Borrower fails to make such payment when due, the Administrative Agent

shall notify each applicable Lender of the applicable LC Disbursement, the payment then due

from the Borrower in respect thereof and such Lender’s Applicable Multicurrency Percentage

thereof.

(g) Obligations Absolute .  The Borrower’s obligation to reimburse LC

Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability

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of any Letter of Credit, or any term or provision therein, (ii) any draft or other document

presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or

any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank

under a Letter of Credit against presentation of a draft or other document that does not comply

strictly with the terms of such Letter of Credit, and (iv) any other event or circumstance

whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of

this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

None of the Administrative Agent, the Lenders, the Issuing Bank, or any of their

respective Related Parties, shall have any liability or responsibility by reason of or in connection

with the issuance or transfer of any Letter of Credit by the Issuing Bank or any payment or

failure to make any payment thereunder (irrespective of any of the circumstances referred to in

the preceding sentence), or any error, omission, interruption, loss or delay in transmission or

delivery of any draft, notice or other communication under or relating to any Letter of Credit

(including any document required to make a drawing thereunder), any error in interpretation of

technical terms or any consequence arising from causes beyond the control of the Issuing Bank;

provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the

Borrower to the extent of any direct damages (as opposed to consequential damages, claims in

respect of which are hereby waived by the Borrower to the extent permitted by applicable law)

suffered by the Borrower that are caused by the Issuing Bank’s gross negligence or willful

misconduct when determining whether drafts and other documents presented under a Letter of

Credit comply with the terms thereof.  The parties hereto expressly agree that:

(i) the Issuing Bank may accept documents that appear on their face to be in

substantial compliance with the terms of a Letter of Credit without responsibility for

further investigation, regardless of any notice or information to the contrary, and may

make payment upon presentation of documents that appear on their face to be in

substantial compliance with the terms of such Letter of Credit;

(ii) the Issuing Bank shall have the right, in its sole discretion, to decline to

accept such documents and to make such payment if such documents are not in strict

compliance with the terms of such Letter of Credit; and

(iii) this sentence shall establish the standard of care to be exercised by the

Issuing Bank when determining whether drafts and other documents presented under a

Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to

the extent permitted by applicable law, any standard of care inconsistent with the

foregoing).

(h) Disbursement Procedures .  The Issuing Bank shall, within a reasonable

time following its receipt thereof, examine all documents purporting to represent a demand for

payment under a Letter of Credit.  The Issuing Bank shall promptly after such examination notify

the Administrative Agent and the Borrower by telephone (confirmed by telecopy or by email) of

such demand for payment and whether the Issuing Bank has made or will make an LC

Disbursement thereunder; provided that any failure to give or delay in giving such notice shall

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not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with

respect to any such LC Disbursement.

(i) Interim Interest .  If the Issuing Bank shall make any LC Disbursement,

then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC

Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and

including the date such LC Disbursement is made to but excluding the date that the Borrower

reimburses such LC Disbursement, at the rate per annum then applicable to Term SOFR Loans

having an Interest Period of one month’s duration (or, if such LC Disbursement is denominated

in an Agreed Foreign Currency (other than Pounds Sterling or , Swiss Francs or, following a

Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars ), the rate per

annum then applicable to a Eurocurrency Loan having an Interest Period of one month’s duration

for the applicable Currency or, if such LC Disbursement is denominated in Pounds Sterling or ,

Swiss Francs or, following a Benchmark Transition Event with respect to Term XXXXX,

Canadian Dollars , the rate per annum then applicable to RFR Loans for the applicable Currency);

provided that, if the Borrower fails to reimburse such LC Disbursement within two Business

Days following the date when due pursuant to paragraph (f) of this Section, then the provisions

of Section 2.11(d) shall apply.  Interest accrued pursuant to this paragraph shall be for account of

the Issuing Bank, except that interest accrued on and after the date of payment by any Lender

pursuant to paragraph (f) of this Section to reimburse the Issuing Bank shall be for account of

such Lender to the extent of such payment.

(j) Replacement of the Issuing Bank .  The Issuing Bank may be replaced at

any time by written agreement among the Borrower, the Administrative Agent, the replaced

Issuing Bank and the successor Issuing Bank.  The Administrative Agent shall notify the Lenders

of any such replacement of the Issuing Bank.  In addition to the foregoing, if a Lender becomes,

and during the period in which it remains, a Defaulting Lender, and any Default has arisen from

a failure of the Borrower to comply with Section 2.17(c) , then the Issuing Bank may, upon prior

written notice to the Borrower and the Administrative Agent, resign as Issuing Bank, effective at

the close of business New York City time on a date specified in such notice (which date may not

be less than five (5) Business Days after the date of such notice).  On or after the effective date of

any such resignation, the Borrower and the Administrative Agent may, by written agreement,

appoint a successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any

such replacement of the Issuing Bank.  At the time any such replacement under any of the

foregoing circumstances shall become effective, the Borrower shall pay all unpaid fees accrued

for account of the replaced Issuing Bank pursuant to Section 2.10(b) .  From and after the

effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights

and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of

Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be

deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all

previous Issuing Banks, as the context shall require.  After the replacement of the Issuing Bank

hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all

the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of

Credit issued by it prior to such replacement, but shall not be required to issue additional Letters

of Credit.

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(k) Cash Collateralization .  If the Borrower shall be required or shall elect, as

the case may be, to provide cover for LC Exposure pursuant to Section 2.04(d) , Section 2.09(b) ,

Section 2.17(c)(ii) or the last paragraph of Article VII , the Borrower shall immediately Cash

Collateralize such LC Exposure.  Such Cash Collateral shall be held by the Administrative Agent

in the first instance as collateral for LC Exposure under this Agreement and thereafter for the

payment of the “Secured Obligations” as defined in the Guarantee and Security Agreement, and

for these purposes the Borrower hereby grants a security interest to the Administrative Agent for

the benefit of the Issuing Bank and the Lenders in the Letter of Credit Collateral Account and in

any financial assets (as defined in the Uniform Commercial Code) or other property held therein.

SECTION 2.05 Funding of Borrowings .

(a) Funding by Xxxxxxx .  Each Lender shall make each Loan to be made by it

xxxxxxxxx on the proposed date thereof by wire transfer of immediately available funds by

1:00 p.m., New York City time, to the account of the Administrative Agent most recently

designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make

such Loans available to the Borrower by promptly crediting the amounts so received, in like

funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing

Request; provided that Borrowings made to finance the reimbursement of an LC Disbursement

as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Presumption by the Administrative Agent .  Unless the Administrative

Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that

such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such

Borrowing, the Administrative Agent may assume that such Xxxxxx has made such share

available on such date in accordance with paragraph (a) of this Section and, in reliance upon such

assumption, the Administrative Agent may (in its sole discretion and without any obligation to

do so) make available to the Borrower a corresponding amount.  In such event, if a Lender has

not in fact made its share of the applicable Borrowing available to the Administrative Agent,

then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent

forthwith on demand such corresponding amount in the corresponding Currency with interest

thereon, for each day from and including the date such amount is made available to the Borrower

to but excluding the date of payment to the Administrative Agent, at (i) in the case of such

Lender, the Federal Funds Effective Rate and (ii) in the case of the Borrower, (x) with respect to

Eurocurrency Borrowings, the interest rate applicable to Eurocurrency Loans denominated in

such Currency having an Interest Period of one month’s duration, (y) with respect to Term SOFR

Borrowings, the interest rate applicable to Term SOFR Loans having an Interest Period of one

month’s duration and (z) with respect to Borrowings denominated in Pounds Sterling or , Swiss

Francs or, following a Benchmark Transition Event with respect to Xxxx XXXXX, Canadian

Dollars , the interest rate applicable to RFR Loans denominated in such Currency, as applicable.

If such Lender pays such amount to the Administrative Agent, then such amount shall constitute

such Xxxxxx’s Loan included in such Borrowing.  Nothing in this paragraph shall relieve any

Lender of its obligation to fulfill its commitments hereunder, and shall be without prejudice to

any claim the Borrower may have against a Lender that shall have failed to make such payment

to the Administrative Agent.

SECTION 2.06 Interest Elections .

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(a) Elections by the Borrower for Borrowings .  Subject to Section 2.03(d) , the

Loans constituting each Borrowing initially shall be of the Type specified in the applicable

Borrowing Request and, in the case of a Term SOFR Borrowing or a Eurocurrency Borrowing,

shall have the Interest Period specified in such Borrowing Request.  Thereafter, subject to

Section 2.06(e) , the Borrower may elect to convert such Borrowing to a Borrowing of a different

Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Term

SOFR Borrowing or a Eurocurrency Borrowing, may elect the Interest Period therefor, all as

provided in this Section; provided , however that (i) a Borrowing of a Class may only be

continued or converted into a Borrowing of the same Class, (ii) a Borrowing denominated in one

Currency may not be continued as, or converted into, a Borrowing in a different Currency, (iii)

no Eurocurrency Borrowing denominated in a Foreign Currency may be continued if, after

giving effect thereto, the aggregate Multicurrency Credit Exposures would exceed the aggregate

Multicurrency Commitments and (iv) a Eurocurrency Borrowing denominated in a Foreign

Currency may not be converted into 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.

(b) Notice of Elections .  To make an election pursuant to this Section, the

Xxxxxxxx shall notify the Administrative Agent of such election by delivery of a signed Interest

Election Request in a form approved by the Administrative Agent or by telephone (followed

promptly, but no later than the close of business on the date of such request, by a signed Interest

Election Request in a form approved by the Administrative Agent) by the time that a Borrowing

Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of

the Type resulting from such election to be made on the effective date of such election.  Each

such Interest Election Request shall be irrevocable.

(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) in the case of a Borrowing denominated in Dollars, whether the resulting

Borrowing is to be an ABR Borrowing or a Term SOFR Borrowing; and

(iv) if the resulting Borrowing is a Term SOFR Borrowing or a Eurocurrency

Borrowing, the Interest Period therefor after giving effect to such election, which shall be

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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 Xxxxxx’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 Term SOFR Borrowing or a

Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such

Borrowing is repaid as provided herein, the Borrower shall be deemed to have selected an

Interest Period of one month’s duration.  Notwithstanding any contrary provision hereof, if an

Event of Default has occurred and is continuing and the Administrative Agent, at the request of

the Required Xxxxxxx, so notifies the Borrower, then, so long as such Event of Default is

continuing, (i) any outstanding Term SOFR Borrowing shall, at the end of the applicable Interest

Period for such Term SOFR Borrowing be converted to an ABR Borrowing and (ii) no

outstanding Eurocurrency Borrowing may have an Interest Period of more than one month’s

duration.

SECTION 2.07 Termination, Reduction or Increase of the Commitments .

(a) Scheduled Termination .  Unless previously terminated in accordance with

the terms of this Agreement, on the Revolver Termination Date the Commitments shall

automatically be reduced to an amount equal to the aggregate principal amount of the Loans and

LC Exposure of all Lenders outstanding on the Revolver Termination Date and thereafter to an

amount equal to the aggregate principal amount of the Loans and LC Exposure outstanding after

giving effect to each payment of principal and each expiration or termination of a Letter of

Credit hereunder; provided that, for clarity, except as expressly provided for herein (including,

without limitation, Section 2.04(e) ), no Lender shall have any obligation to make new Loans or

to issue, amend or renew an existing Letter of Credit on or after the Revolver Termination Date,

and Loans outstanding on the Revolver Termination Date shall be due and payable on the

Maturity Date in accordance with Section 2.08 .

(b) Voluntary Termination or Reduction .  The Borrower may at any time

terminate, or from time to time reduce, the Commitments ratably among each Class; provided

that (i) each reduction of the Commitments pursuant to this Section 2.07(b) shall be in a

minimum amount of at least $1,000,000 (or an amount less than $1,000,000 if the Commitments

are being reduced to zero) and (ii) the Borrower shall not terminate or reduce the Commitments

if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with

Section 2.09 , the total Credit Exposures of such Class would exceed the total Commitments of

such Class.

(c) Notice of Voluntary Termination or Reduction .  The Borrower shall notify

the Administrative Agent of any election to terminate or reduce the Commitments under

paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such

termination or reduction, specifying such election and the effective date thereof.  Promptly

following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of

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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 events, in

which case such notice may be revoked by the Borrower (by notice to the Administrative Agent

on or prior to the specified effective date) if such condition is not satisfied.

(d) Effect of Termination or Reduction .  Any termination or reduction of the

Commitments shall be permanent.  Each reduction of the Commitments of a Class shall be made

ratably among the Lenders in accordance with their respective Commitments of such Class.

(e) Increase of the Commitments .

(i) Requests for Increase by Borrower .  The Borrower shall have the right, at

any time after the Effective Date but prior to the Revolver Termination Date, to propose

that the Commitments of a Class hereunder be increased (each such proposed increase

being a “ Commitment Increase ”) by notice to the Administrative Agent specifying each

existing Lender (each an “ Increasing Lender ”) and/or each additional lender (each an

“ Assuming Lender ”) that shall have agreed to an additional Commitment and the date on

which such increase is to be effective (the “ Commitment Increase Date ”), which date

shall be a Business Day at least three Business Days (or such lesser period as the

Administrative Agent may reasonably agree) after delivery of such notice and at least

thirty (30) days prior to the Revolver Termination Date; provided that, subject to the

foregoing, each Commitment Increase shall become effective only upon satisfaction of

the following conditions:

(A) the minimum amount of the Commitment of any Assuming

Lender, and the minimum amount of the increase of the Commitment of any

Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a

larger multiple of $1,000,000 in excess thereof (or, in each case, in such other

amounts as agreed by the Administrative Agent);

(B) immediately after giving effect to such Commitment Increase, the

total Commitments of all of the Lenders hereunder shall not exceed

$1,500,000,000;

(C) each Assuming Lender and the Commitment Increase shall be

consented to by the Administrative Agent and the Issuing Bank (which consent

shall not be unreasonably withheld or delayed);

(D) no Default or Event of Default shall have occurred and be

continuing on such Commitment Increase Date or shall result from the proposed

Commitment Increase; and

(E) the representations and warranties contained in this Agreement and

the other Loan Documents shall be true and correct in all material respects (other

than any representation or warranty already qualified by materiality or Material

Adverse Effect, which shall be true and correct in all respects) on and as of the

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Commitment Increase Date as if made on and as of such date (or, if any such

representation or warranty is expressly stated to have been made as of a specific

date, as of such specific date).

For the avoidance of doubt, no Lender shall be obligated to agree to an increased

Commitment requested by the Borrower pursuant to this Section 2.07(e) .

(ii) Effectiveness of Commitment Increase by Borrower .  On the Commitment

Increase Date for any Commitment Increase, each Assuming Lender, if any, providing a

Commitment as part of such Commitment Increase shall become a Lender hereunder as

of such Commitment Increase Date with a Commitment in the amount set forth in the

agreement referred to in Section 2.07(e)(ii)(y) and the Commitment of each Increasing

Lender, if any, increasing its Commitment as part of such Commitment Increase shall be

increased as of such Commitment Increase Date to the amount set forth in the agreement

referred to in Section 2.07(e)(ii)(y) ; provided that:

(x) the Administrative Agent shall have received on or prior to 12:00

p.m., New York City time, on such Commitment Increase Date 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 and/or Increasing Lender providing or

increasing a Commitment, respectively, as part of such Commitment Increase

shall have delivered to the Administrative Agent, on or prior to 12:00 p.m.,

New York City time on such Commitment Increase Date, an agreement, duly

executed by each such Assuming Lender and/or Increasing Lender, as applicable,

and the Borrower, in form and substance reasonably satisfactory to the

Administrative Agent and acknowledged by the Administrative Agent, pursuant

to which each such Assuming Lender and/or Increasing Lender shall, effective as

of such Commitment Increase Date, provide or increase its Commitment of the

applicable Class, respectively.

Promptly following satisfaction of such conditions, the Administrative Agent shall notify

the Lenders (including any Assuming Lenders) thereof and of the occurrence of the

Commitment Increase Date by facsimile transmission or electronic messaging system.

(iii) Recordation into Register .  Upon its receipt of an agreement referred to in

clause (ii)(y) above executed by each Assuming Lender and/or each Increasing Lender

providing or increasing a Commitment, respectively, as part of such Commitment

Increase, together with the certificate referred to in clause (ii)(x) above, the

Administrative Agent shall, if such agreement referred to in clause (ii)(y) has been

completed, (x) accept such agreement, (y) record the information contained therein in the

Register and (z) give prompt notice thereof to the Borrower.

(iv) Adjustments of Borrowings upon Effectiveness of Increase .  On each

Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans of the

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affected Class (if any) 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 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 2.14 as a result of any such prepayment.

Notwithstanding the foregoing, unless otherwise consented in writing by the Borrower,

no Commitment Increase Date shall occur on any day other than the last day of an

Interest Period.  Concurrently therewith, the Lenders with Multicurrency Commitments

shall be deemed to have adjusted their participation interests in any outstanding Letters of

Credit so that such interests are held ratably in accordance with their Multicurrency

Commitments as so increased.  The Administrative Agent shall amend Schedule 1.01(b)

to reflect the aggregate amount of each Lender’s Commitments (including Increasing

Lenders and Assuming Lenders). Each reference to Schedule 1.01(b) in this Agreement

shall be to Schedule 1.01(b) as amended pursuant to this Section.

(v) Terms of Loans issued on the Commitment Increase Date .  For the

avoidance of doubt, the terms and provisions of any new Loans issued by any Assuming

Lender or Increasing Lender, and the Commitment Increase of any Assuming Lender or

Increasing Lender, shall be identical to terms and provisions of the Loans issued by, and

the Commitments of, the Lenders immediately prior to the applicable Commitment

Increase Date.

SECTION 2.08 Repayment of Loans; Evidence of Debt .

(a) Repayment .  Subject to, and in accordance with, the terms of this

Agreement, the Borrower hereby unconditionally promises to pay to the Administrative Agent

for account of the Lenders the outstanding principal amount of each Class of Loans and all other

amounts due and owing hereunder and under the other Loan Documents on the Maturity Date.

(b) Manner of Payment .  Prior to any repayment or prepayment of any

Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and

shall notify the Administrative Agent by telephone (confirmed by telecopy or e-mail) of such

selection not later than the time set forth in Section 2.09(e) prior to the scheduled date of such

repayment.  Subject to Section 2.09 and to the proviso to Section 2.16(c) , if the repayment or

prepayment is denominated in Dollars and the Class to be repaid or prepaid is specified (or if no

Class is specified and there is only one Class of Loans with Borrowings in Dollars outstanding),

such repayment or prepayment shall be applied ratably between or among, as applicable, the

Loans of such Class (based on the outstanding principal amount of such Loans), in each case first

to repay or prepay any outstanding ABR Borrowings of such Loans and second to repay or

prepay the remaining Borrowings denominated in Dollars of such Loans, if applicable, in the

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order of the remaining duration of their respective Interest Period (the Borrowing with the

shortest remaining Interest period to be repaid or prepaid first).  Subject to Section 2.09 and to

the proviso to Section 2.16(c) , if the repayment or prepayment is denominated in Dollars and the

Class to be repaid or prepaid is not specified, such repayment or prepayment shall be applied (i)

ratably between or among, as applicable, the Dollar denominated Loans of the Multicurrency

Lenders (based on the then outstanding principal amounts of such Dollar denominated Loans), in

each case (x) first to repay or prepay any outstanding ABR Borrowings of the Multicurrency

Lenders, and (y) then second to repay or prepay the remaining Borrowings denominated in

Dollars of the Multicurrency Lenders, if applicable, in the order in the order of the remaining

duration of their respective Interest Periods (the Borrowings with the shortest remaining Interest

Periods to be repaid first), and (ii) once the outstanding principal amount of all Dollar

denominated Loans of the Multicurrency Lenders is paid in full, ratably between or among, as

applicable, the Loans of the Dollar Lenders (based on the then outstanding principal amount of

such Loans), in each case (x) first to repay or prepay any outstanding ABR Borrowings of the

Dollar Lenders and (y) then second to repay or prepay the remaining Borrowings of the Dollar

Lenders, if applicable, in order of the remaining duration of their respective Interest Periods (the

Borrowings with the shortest remaining Interest Period to be repaid first).  Subject to Section

2.09 and to the proviso Section 2.16(c) , if the repayment or prepayment is denominated in a

particular Agreed Foreign Currency, such repayment or prepayment shall be applied ratably

between or among, as applicable, any remaining Borrowings denominated in such Agreed

Foreign Currency (based on the then outstanding principal amount of such Loans), in each case

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 specified as a payment on

account of the Pro-Rata Borrowings shall be applied ratably between the Dollar Loans and the

Multicurrency Loans (based on the then outstanding principal amount of such Loans), in each

case, if applicable, in the order of the remaining duration of their respective Interest Periods (the

Borrowing with the shortest remaining Interest Period to be repaid first).  Each payment of a

Borrowing of a Class shall be applied ratably to the Loans of such Class included in such

Borrowing.

(c) Maintenance of Records by Xxxxxxx .  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 Xxxxxx 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 of each Loan made

hereunder, the Type thereof and, if applicable, each Interest Period therefor, (ii) the amount of

any principal or interest due and payable or to become due and payable from the Borrower to

each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent

hereunder for account of the Lenders with respect to each Loan and each Xxxxxx’s share thereof.

(e) Effect of Entries .  The entries made in the records maintained pursuant to

paragraph (c) or (d) of this Section shall be prima facie evidence, absent manifest error, of the

existence and amounts of the obligations recorded therein; provided that the failure of any

Lender or the Administrative Agent to maintain such records or any error therein shall not in any

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manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of

this Agreement.  In the event of any conflict between the accounts and records maintained by any

Xxxxxx and the accounts and records of the Administrative Agent in respect of such matters, the

accounts and records of the Administrative Agent shall control in the absence of manifest error.

(f) Promissory Notes .  Any Lender may request that Loans made by it be

evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver

to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to

such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C .

Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times

(including after assignment pursuant to Section 9.04 ) be represented by one or more promissory

notes in such form payable to the payee named therein (or, if such promissory note is a registered

note, to such payee and its permitted registered assigns).

SECTION 2.09 Prepayment of Loans .

(a) Optional Prepayments .  The Borrower shall have the right at any time and

from time to time (but subject to Section 2.09(e) ) to prepay any Borrowing in whole or in part,

without premium or fee (but subject to Section 2.14 ), subject to the requirements of this Section.

Each prepayment in part under this Section 2.09(a) shall be in a minimum amount of $5,000,000

or a larger multiple of $1,000,000 (or such lesser amount as is then outstanding).

(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

Multicurrency Credit Exposure.  For the purpose of this determination, the outstanding

principal amount of any Loan or LC Exposure 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 or LC Exposure, determined as of such Quarterly Date or, in the

case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00

a.m., New York City time, on a Business Day, on such Business Day or, in the case of a

Currency Valuation Notice otherwise received, on the first Business Day after such

Currency Valuation Notice is received.  Upon making such determination, the

Administrative Agent shall promptly notify the Multicurrency Lenders and the applicable

Borrower thereof.

(ii) Prepayment .  If, on the date of such determination, the aggregate

Multicurrency Credit Exposure minus the Cash Collateralized LC Exposure

exceeds 105% of the aggregate amount of the Multicurrency Commitments then in effect,

the Borrower shall prepay the Multicurrency Loans (and/or Cash Collateralize LC

Exposure as contemplated by Section 2.04(k) ) within 15 Business Days following such

date of determination in such aggregate amounts as shall be necessary so that after giving

effect thereto the aggregate Multicurrency Credit Exposure does not exceed the

Multicurrency Commitments.

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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

Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more

than one valuation determination pursuant to Currency Valuation Notices within any rolling

three month period.

Any prepayment made pursuant to this paragraph shall be applied first, to the Multicurrency

Loans outstanding and second, as cover for LC Exposure.

(c) Mandatory Prepayments due to Borrowing Base Deficiency .  In the event

that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments

and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency

Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b )),

the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by

Section 2.04(k) ) in such amounts as shall be necessary so that (x) in the case of clause (i), the

amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in

the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the

total Multicurrency Commitments.  In the event that at any time any Borrowing Base Deficiency

shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either

prepay (x) the Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section

2.04(k) ) so that the Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other

Covered Indebtedness in such amounts as shall be necessary so that such Borrowing Base

Deficiency is promptly cured; provided , that as among the Loans (and Letters of Credit) on the

one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at

least ratable (based on the outstanding principal amount of such Indebtedness) as to payments of

Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided , that if within

such 5 Business Day period, the Borrower shall present to the Administrative Agent a reasonably

feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable

any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of

such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business

Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in

accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the

allocation of such prepayments set forth above in this Section 2.09(b) ). Notwithstanding the

foregoing, the Borrower shall pay interest in accordance with Section 2.11(d) for so long as the

Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For

clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-

Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event

of Default under clause (a) of Article VII .

(d) Mandatory Prepayments due to Certain Events Following Availability

Period .  Subject to Section 2.09(e) :

(i) Asset Sales .  In the event that any Obligor shall receive any Net Asset Sale

Proceeds at any time after the Availability Period, the Borrower shall, no later than the

third Business Day following the receipt of such Net Asset Sale Proceeds, prepay the

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Loans in an amount equal to such Net Asset Sale Proceeds (and the Commitments shall

be permanently reduced by such amount); provided , that with respect to Asset Sales of

assets that are not Portfolio Investments, the Borrower shall not be required to prepay the

Loans unless and until (and to the extent that) the aggregate Net Asset Sale Proceeds

relating to all such Asset Sales are greater than $2,000,000.

(ii) Returns of Capital .  In the event that any Obligor shall receive any Net

Return of Capital at any time after the Availability Period, the Borrower shall, no later

than the third Business Day following the receipt of such Net Return of Capital, prepay

the Loans in an amount equal to 100% of such Net Return of Capital (and the

Commitments shall be permanently reduced by such amount).

(iii) Equity Issuances .  In the event that the Borrower shall receive any Cash

proceeds from the issuance of Equity Interests of the Borrower at any time after the

Availability Period, the Borrower shall, no later than the third Business Day following the

receipt of such Cash proceeds, prepay the Loans in an amount equal to 75% of such Cash

proceeds, net of underwriting discounts and commissions or other similar payments and

other reasonable costs, fees, premiums and expenses directly associated therewith,

including, without limitation, reasonable legal fees and expenses, (and the Commitments

shall be permanently reduced by such amount).

(iv) Indebtedness .  In the event that any Obligor shall receive any Cash

proceeds from the issuance of Indebtedness (excluding Hedging Agreements permitted

by Section 6.01 and other Indebtedness permitted by Section 6.01(a) , (e) , (f) , (g) and (j) )

at any time after the Availability Period, such Obligor shall, no later than the third

Business Day following the receipt of such Cash proceeds, prepay the Loans in an

amount equal to 100% of such Cash proceeds, net of underwriting discounts and

commissions or other similar payments and other reasonable costs, fees, commissions,

premiums and expenses directly associated therewith, including, without limitation,

reasonable legal fees and expenses (and the Commitments shall be permanently reduced

by such amount).

(e) Mandatory Prepayment of Term SOFR and Eurocurrency Loans .  If the

Loans to be prepaid pursuant to Section 2.09(d)(ii) are Term SOFR Loans or Eurocurrency

Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until

the last day of the Interest Period applicable to such Loans, so long as the Borrower deposits an

amount equal to an amount required to be prepaid, no later than the third Business Day following

the receipt of such amount, into a segregated collateral account in the name and under the

dominion and control (within the meaning of Section 9-104 of the Uniform Commercial Code)

of the Administrative Agent pending application of such amount to the prepayment of the Loans

(and permanent reduction of the Commitments) on the last day of such Interest Period.

(f) Payments Following Availability Period or During an Event of Default .

Notwithstanding any provision to the contrary in Section 2.08 or this Section 2.09 or otherwise

herein, following the end of the Availability Period (with respect to clauses (i) and (ii)) or

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following the occurrence and during the continuance of an Event of Default (with respect to

clause (iii)):

(i) No optional prepayment of the Loans made of any Class shall be permitted

unless at such time, the Borrower also prepays its Loans of the other Class or, in the case

of a prepayment of Dollar Loans and to the extent no Multicurrency Loans are

outstanding, provides Cash Collateral as contemplated by Section 2.04(k) for the

outstanding Letters of Credit, which prepayment (and Cash Collateral) shall be made on a

pro-rata basis (based on the outstanding principal amounts of such Indebtedness) between

each outstanding Class of Credit Exposure;

(ii) any prepayment of Loans in Dollars required to be made in connection

with any of the events specified in Section 2.09(d) shall be applied ratably between the

Dollar Lenders and the Multicurrency Lenders based on the then outstanding principal

amounts of Loans denominated in Dollars; provided, that, so long as no Event of Default

has occurred and is continuing, each prepayment in an Agreed Foreign Currency

(including as a result of the Borrower’s receipt of proceeds from a prepayment event in

such Agreed Foreign Currency (it being the understanding that any receipt of proceeds in

an Agreed Foreign Currency shall first be used to make a payment on account of the

Loans denominated in such Agreed Foreign Currency)) shall be applied ratably among

just the Multicurrency Lenders to prepay the Loans denominated in such Agreed Foreign

Currency and, if after such payment, if applicable, or otherwise, the balance of the Loans

denominated in such Agreed Foreign Currency remaining is zero, then, if there are any

remaining proceeds, the Borrower shall prepay (in Dollars) the remaining Loans on a pro

rata basis (based on the aggregate outstanding Dollar Equivalent principal amount of such

Loans) between each outstanding Class of Loans; and

(iii) Notwithstanding any other provision to the contrary in this Agreement, if

an Event of Default has occurred and is continuing, then any payment or repayment of

the Loans shall be made and applied ratably (based on the aggregate Dollar Equivalents

of the outstanding principal amounts of such Loans) between Dollar Loans,

Multicurrency Loans and Letters of Credit.

(g) Notices, Etc .  The Borrower shall notify the Administrative Agent in

writing or by telephone (followed promptly by written confirmation) of any prepayment

hereunder (i) in the case of a prepayment of a Term SOFR Borrowing under Section 2.09(a) , not

later than noon, New York City time, three U.S. Government Securities Business Days before

the date of such prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing under

Section 2.09(a) , not later than noon, New York City time, three (3) Business Days before the

date of prepayment, (iii) in the case of repayment or prepayment of an RFR Borrowing under

Section 2.09(a) , not later than 12:00 p.m., New York City time, five (5) Business Days before the

date of repayment or prepayment, (iv) in the case of prepayment of an ABR Borrowing under

Section 2.09(a) , or in the case of any prepayment under Section 2.09(b) , (c) , or (d) , not later than

12:00 p.m., New York City time, on the Business Day of prepayment, or (v) in each case of the

notice periods described in clauses (i), (ii) (iii) and (iv), such lesser period as the Administrative

Agent may reasonably agree with respect to notices given in connection with any of the events

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specified in Section 2.09(d)(ii) .  Each such notice shall be irrevocable and shall specify the

prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in

the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such

prepayment; provided , that, (1) if a notice of prepayment is given in connection with a

conditional notice of termination or reduction of the Commitments as contemplated by

Section 2.07(c) , then such notice of prepayment may be revoked if such notice of termination or

reduction is revoked in accordance with Section 2.07(c) and (2) any such notices given in

connection with any of the events specified in Section 2.09(d) may be conditioned upon (x) the

consummation of the Asset Sale or the issuance of Equity Interests or Indebtedness (as

applicable) or (y) the receipt of net cash proceeds from Asset Sales or Net Returns of Capital.

Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent

shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be

applied ratably to the Loans included in the prepaid Borrowing.  In the event the Borrower is

required to make any concurrent prepayments under both paragraph (c) and also another

paragraph of this Section 2.09 , any such prepayments shall be applied toward a prepayment

pursuant to paragraph (c) before any prepayment pursuant to any other paragraph of this Section

2.09 .  Prepayments shall be accompanied by accrued interest to the extent required by

Section 2.11 and shall be made in the manner specified in Section 2.08(b) .

(h) RIC Tax Distributions .  Notwithstanding anything herein to the contrary,

Net Asset Sale Proceeds and Net Return of Capital required to be applied to the prepayment of

the Loans pursuant to Section 2.09(d) shall exclude the amounts estimated in good faith by the

Borrower to be necessary for the Borrower to make distributions on account of such Net Asset

Sale Proceeds and Net Returns of Capital sufficient in amount to achieve the objectives set forth

in (i) , (ii) and (iii) of Section 6.05(b)(1) hereof solely to the extent that the Tax Amount in or

with respect to any taxable year (or any calendar year, as relevant) is increased as a result of the

receipt of such Net Asset Sale Proceeds or Net Return of Capital, as the case may be.

SECTION 2.10 Fees .

(a) Commitment Fee .  The Borrower agrees to pay to the Administrative

Agent for the account of each Lender a commitment fee, which shall accrue (i) for the period

beginning on the Effective Date to and including the earlier of the date such Xxxxxx’s

Commitment terminates and the date that is six months after the Effective Date, at a rate equal to

0.375% per annum on the daily unused portion of the Commitment of such Lender as of the

close of business on such day and (ii) for the period beginning the day after the date that is six

months after the Effective Date to and including the earlier of the date such Xxxxxx’s

Commitment terminates and the Revolver Termination Date, at a rate equal to (x) 0.50% per

annum on the daily unused amount of the Dollar Commitments and Multicurrency

Commitments, as applicable, of such Lender as of the close of business on such day if the daily

unused amount of the Dollar Commitments and the Multicurrency Commitments is greater than

sixty six and two-thirds percent (66 and 2/3%) of such Xxxxxx’s Dollar Commitment and

Multicurrency Commitment, as applicable and (y) 0.375% per annum on the daily unused

amount of the Dollar Commitments and Multicurrency Commitments, as applicable of such

Lender as of the close of business on such day if the daily unused amount of the Dollar

Commitment and Multicurrency Commitment is equal to or less than sixty six and two-thirds

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percent (66 and 2/3%).  Accrued commitment fees shall be payable in arrears (x) within one

Business Day after each Quarterly Date and (y) on the earlier of the date the Commitments of the

respective Class terminate and the Revolver Termination Date, commencing on the first such

date to occur after the Effective Date.  All commitment fees shall be computed on the basis of a

year of 360 days and shall be payable for the actual number of days elapsed (including the first

day but excluding the last day).  For purposes of computing commitment fees, the Commitments

of any Class of a Lender shall be deemed to be used to the extent of the outstanding Loans of

such Class and LC Exposure of such Class of all Lenders.

(b) Letter of Credit Fees.  The Borrower agrees to pay (i) to the

Administrative Agent for account of each Multicurrency Lender a participation fee with respect

to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the

Applicable Margin applicable to interest on Eurocurrency Loans (or, if such Letter of Credit is

denominated in Pounds Sterling or , Swiss Francs or, following a Benchmark Transition Event

with respect to Term XXXXX, Canadian Dollars , RFR Loans) on the average daily amount of

such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the period from and including the Effective Date to but excluding the

later of the date on which such Xxxxxx’s Multicurrency Commitment terminates and the date on

which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee,

which shall accrue at the rate of one-half of one percent (0.50%) per annum on the average daily

amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC

Disbursements) during the period from and 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 the third Business Day following 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 earlier of the Revolver Termination Date and the date on which all

Multicurrency Commitments are otherwise terminated in accordance with the terms hereof (such

earlier date, the “termination date”) and the Borrower shall pay any such fees that have accrued

and that are unpaid on the termination date and, in the event any Letters of Credit shall be

outstanding that have expiration dates after the termination date, the Borrower shall prepay on

the termination date the full amount of the participation and fronting fees that will accrue on such

Letters of Credit subsequent to the termination date through but not including the date such

outstanding Letters of Credit are scheduled to expire (and in that connection, the Multicurrency

Xxxxxxx agree not later than the date two Business Days after the date on which the last such

Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the

aggregate participation and fronting fees that ultimate accrue through the date of such expiration

or termination).  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be

payable within 10 Business Days after demand.  All participation fees and fronting fees shall be

computed on the basis of a year of 360 days and shall be payable for the actual number of days

elapsed (including the first day but excluding the last day).

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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 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 facility fees and

participation fees, to the Lenders entitled thereto.  Fees paid shall not be refundable under any

circumstances absent manifest error.

SECTION 2.11 Interest .

(a) ABR Loans .  The Loans constituting each ABR Borrowing shall bear

interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Term SOFR Loans .  The Loans constituting each Term SOFR Borrowing

shall bear interest at a rate per annum equal to Adjusted Term SOFR for the related Interest

Period for such Borrowing plus the Applicable Margin.

(c) Eurocurrency Loans .  The Loans constituting each Eurocurrency

Borrowing shall bear interest at a rate per annum equal to the Adjusted Eurocurrency Rate for the

related Interest Period for such Borrowing plus the Applicable Margin.

(d) RFR Loans .  The Loans constituting each RFR Borrowing shall bear

interest at a rate per annum equal to Adjusted Daily Simple RFR for the applicable Currency plus

the Applicable Margin.

(e) Default Interest .  Notwithstanding the foregoing, (x) automatically, if any

Event of Default described in clause (a) , (b) , (d) (only with respect to Section 6.07 ), (h) or (i) of

Article VII has occurred and is continuing, or if the Covered Debt Amount exceeds the

Borrowing Base during the 5-Business Day period (or, if applicable, the 30-Business Day period)

referred to in Section 2.09(c) , and (y) upon the demand of the Administrative Agent or the

Required Lenders when any other Event of Default has occurred and is continuing, the interest

rates applicable to the Loans shall accrue, and any fee or other amount due and payable (after

giving effect to any grace or cure period) by the Borrower hereunder shall bear interest, after as

well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan,

2.00% plus the rate otherwise applicable to such Loan as provided above, (ii) in the case of any

other amount, 2.00% plus (x) if such other amount is denominated in Dollars, the rate applicable

to ABR Loans as provided in paragraph (a) of this Section, (y) if such other amount is

denominated in a Foreign Currency (other than Pounds Sterling or , Swiss Francs or, following a

Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars ), the rate

applicable to the applicable Eurocurrency Loans as provided in paragraph (c) of this Section or

(z) if such other amount is denominated in Pounds Sterling or , Swiss Francs or, following a

Benchmark Transition Event with respect to Term XXXXX, Canadian Dollars , the rate

applicable to RFR Loans for the applicable Currency as provided in paragraph (d) of this

Section.

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(f) Payment of Interest .  Accrued interest on each Loan shall be payable in

arrears on each Interest Payment Date for such Loan in the Currency in which such Loan is

denominated and upon the Maturity Date; provided that (i) interest accrued pursuant to paragraph

(e) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment

of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued

interest on the principal amount repaid or prepaid shall be payable on the date of such repayment

or prepayment and (iii) in the event of any conversion of any Term SOFR Borrowing or

Eurocurrency Borrowing prior to the end of the Interest Period therefor, accrued interest on such

Borrowing shall be payable on the effective date of such conversion.

(g) Computation .  All interest hereunder shall be computed on the basis of a

year of 360 days, except that (A) Eurocurrency Borrowings in Canadian Dollars or AUD shall be

computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for

the actual number of days elapsed (including the first day but excluding the last day), (B) RFR

Borrowings shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and

shall be payable for the actual number of days elapsed (including the first day but excluding the

last day) and (C) ABR Borrowings, at times when the Alternate Base Rate is based on the Prime

Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall

be payable for the actual number of days elapsed (including the first day but excluding the last

day).  The basis on which interest hereunder shall be computed on Eurocurrency Borrowings in

an Agreed Foreign Currency other than Canadian Dollars, Euros, Pounds Sterling, AUD, New

Zealand Dollars, Swiss Francs, Danish Krone, Norwegian Krone and Swedish Krona shall be

agreed by each Multicurrency Lender and the Borrower at the time such Agreed Foreign

Currency is consented to in accordance with the definition of “Agreed Foreign Currency”.  The

applicable Alternate Base Rate, Adjusted Term SOFR Rate, Adjusted Daily Simple RFR or

Adjusted Eurocurrency Rate and each other Benchmark shall be determined by the

Administrative Agent and such determination shall be conclusive absent manifest error.

SECTION 2.12 Certain Borrowing Provisions .

(a) If, at any time that the Administrative Agent shall seek to determine the

relevant Screen Rate on (1) the Quotation Day for any Interest Period for a Eurocurrency

Borrowing (other than any Eurocurrency Borrowing denominated in Canadian Dollars) , (2) the

RFR Rate Day for an RFR Borrowing or , (3) the Periodic Term SOFR Determination Date for a

Term SOFR Borrowing , or (4) the Periodic Term XXXXX Determination Day for a

Eurocurrency Loan denominated in Canadian Dollars , the applicable Screen Rate shall not be

available for such RFR Borrowing or such Interest Period for the applicable Currency with

respect to such Eurocurrency Borrowing or Term SOFR Borrowing, as applicable, for any reason

and the Administrative Agent shall determine that it is not possible to determine the Interpolated

Rate (which conclusion shall be conclusive and binding absent manifest error), (i) if the

Administrative Agent is seeking to determine the relevant Screen Rate in the context of a

Borrowing Request or an Interest Election Request electing the applicable Interest Period (A) if

such Borrowing is in Dollars then either, at the Borrower’s election, (u) the applicable

Borrowing Request or Interest Election Request shall be deemed ineffective or (v) such

Borrowing shall be made as or converted to an ABR Borrowing at the Alternate Base Rate, (B) if

such Borrowing is in Canadian Dollars then either, at the Borrower’s election, (w) such

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Borrowing Request or Interest Election Request shall be deemed ineffective or (x) such

Borrowing shall be made as or converted to a Eurocurrency Borrowing for which the

Eurocurrency Rate shall be equal to the Canadian Prime Rate and (C) if such Borrowing is in any

Agreed Foreign Currency (other than Canadian Dollars) then the applicable Borrowing Request

or Interest Election Request shall be deemed ineffective and (ii) if the Administrative Agent is

seeking to determine the relevant Screen Rate in the context of a Eurocurrency Borrowing or

Term SOFR Borrowing for which the Interest Period is continuing or an RFR Borrowing then

(A) if such Borrowing is in Dollars such Borrowing shall continue as an ABR Borrowing at the

Alternate Base Rate, (B) if such Borrowing is in Canadian Dollars then such Borrowing shall

continue as a Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the

Canadian Prime Rate, (C) if such Borrowing is in any Agreed Foreign Currency (other than

Canadian Dollars) and is not an RFR Borrowing, then such Borrowing shall, on the last day of

the Interest Period applicable to such Borrowing (or the next succeeding Business Day if such

day is not a Business Day) either, at the Borrower’s election prior to such day, (x) be prepaid by

the Borrower on such day, or (y) be converted by the Administrative Agent to an ABR

Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed

Foreign Currency) on such day (it being understood and agreed that if the Borrower does not so

prepay such Borrowing on such day by 12:00 noon, New York time, the Administrative Agent is

authorized to effect such conversion of such Borrowing into an ABR Borrowing denominated in

Dollars) and (D) if such Borrowing is in any Agreed Foreign Currency (other than Canadian

Dollars) and is an RFR Borrowing, then such Borrowing shall either, at the election of the

Borrower, (x) be prepaid in full immediately, or (y) be converted by the Administrative Agent to

an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such

Agreed Foreign Currency) immediately.

(b) Alternate Rate of Interest .  If

(i) the Administrative Agent determines (which determination shall be

conclusive and binding absent manifest error) (A) prior to the commencement of any

Interest Period for a Term SOFR Borrowing or a Eurocurrency Borrowing, that adequate

and reasonable means do not exist for ascertaining Adjusted Term SOFR or the Adjusted

Eurocurrency Rate , for a Loan in the applicable Currency for the applicable Interest

Period; or (B) at any time for an RFR Borrowing, that adequate and reasonable means do

not exist for ascertaining Adjusted Daily Simple RFR for the applicable Currency; or

(ii) the Administrative Agent is advised by the Required Lenders that (A)

prior to the commencement of any Interest Period for a Term SOFR Borrowing or a

Eurocurrency Borrowing, the Adjusted Term SOFR or the Adjusted Eurocurrency Rate

for a Loan in the applicable Currency for the applicable 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 or (B) at any time

for an RFR Borrowing, Adjusted Daily Simple RFR for the applicable Currency will not

adequately and fairly reflect the cost to such Lenders of making or maintaining their

Loans included in such Borrowing for the applicable Currency;

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and, in each case, the provisions of Section 2.12(d) are not applicable, then the Administrative

Agent shall give notice thereof to the Borrower and the affected Lenders by telephone, telecopy

or e-mail as promptly as practicable thereafter setting forth in reasonable detail the basis for such

determination and, until the Administrative Agent notifies the Borrower and the Lenders that the

circumstances giving rise to such notice no longer exist, (i) any Interest Election Request electing

the applicable Interest Period for a Term SOFR Borrowing or for a Eurocurrency Borrowing in

the applicable Currency shall be ineffective, (ii) in the case of any Borrowing Request requesting

a Term SOFR Borrowing or a Eurocurrency Borrowing in the applicable Currency for the

applicable Interest Period or an RFR Borrowing, as applicable, (A) if such Borrowing is in

Dollars then either, at the Borrower’s election, (u) the applicable Borrowing Request shall be

deemed ineffective or (v) such Borrowing shall be made as an ABR Borrowing at the Alternate

Base Rate, (B) if such Borrowing is in Canadian Dollars then either, at the Borrower’s election,

(w) such Borrowing Request shall be deemed ineffective or (x) such Borrowing shall be made as

a Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the Canadian Prime

Rate and (C) if such Borrowing is in any Agreed Foreign Currency (other than Canadian

Dollars), then the applicable Borrowing Request shall be deemed ineffective and (iii) in the case

of a Term SOFR Borrowing or a Eurocurrency Borrowing for which the Interest Period is

continuing or an RFR Borrowing, as applicable, in each case, unless prepaid then (A) if such

Borrowing is in Dollars such Borrowing shall continue as an ABR Borrowing at the Alternate

Base Rate, (B) if such Borrowing is in Canadian Dollars then such Borrowing shall continue as a

Eurocurrency Borrowing for which the Eurocurrency Rate shall be equal to the Canadian Prime

Rate, (C) if such Borrowing is in any Agreed Foreign Currency (other than Canadian Dollars)

and is not an RFR Borrowing, then such Borrowing shall, on the last day of the Interest Period

applicable to such Borrowing (or the next succeeding Business Day if such day is not a Business

Day) either, at the Borrower’s election prior to such day, (x) be prepaid by the Borrower on such

day, or (y) be converted by the Administrative Agent to an ABR Borrowing denominated in

Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) on such

day (it being understood and agreed that if the Borrower does not so prepay such Loan on such

day by 12:00 noon, New York time, the Administrative Agent is authorized to effect such

conversion of such Borrowing into an ABR Borrowing denominated in Dollars) and (D) if such

Borrowing is in any Agreed Foreign Currency (other than Canadian Dollars) and is an RFR

Borrowing, then such Borrowing shall either, at the election of the Borrower, (x) be prepaid in

full immediately, or (y) be converted by the Administrative Agent to an ABR Borrowing

denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign

Currency) immediately; provided that, if the circumstances giving rise to such notice affect only

one Type of Borrowings, then the other Types of Borrowings shall be permitted; provided ,

further that, in connection with any ABR Borrowing made pursuant to the terms of this Section

2.12(b) , the determination of the Alternate Base Rate shall disregard clause (d) of the definition

thereof.

(c) Illegality .  Without duplication of any other rights that any Lender has

hereunder, if any Lender determines that any law has made it unlawful, or that any Governmental

Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose

interest is determined by reference to any Benchmark or to determine or charge interest rates

based upon any Benchmark, or any Governmental Authority has imposed material restrictions on

the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Agreed

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Foreign Currency in any applicable market, then, on notice thereof by such Lender to the

Borrower and the Administrative Agent, (i) any obligation of such Lender to (x) make RFR

Loans in the affected currency or currencies, (y) make or continue Eurocurrency Loans in the

affected currency or currencies or, (z) in the case of Term SOFR Loans,  to convert ABR Loans

to Term SOFR Loans, shall be suspended, and (ii) if such notice asserts the illegality of such

Lender making or continuing ABR Loans the interest rate on which is determined by the

Administrative Agent by reference to the Adjusted Term SOFR component of the Alternate Base

Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such

illegality, be determined by the Administrative Agent without reference to the Adjusted Term

SOFR component of the Alternate Base Rate, in each case until such Lender notifies the

Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist.  Upon receipt of such notice, (x)(A) all applicable Term SOFR Borrowings of

such Lender shall automatically convert to ABR Borrowings and (B) all RFR Borrowings and

Eurocurrency Borrowings denominated in the affected Agreed Foreign Currency of such Lender

shall automatically convert to Dollars based on the Dollar Equivalent at such time and shall be an

ABR Borrowing (the interest rate on which ABR Borrowings of such Lender shall, if necessary

to avoid such illegality, be determined by the Administrative Agent without reference to the

Term SOFR Rate component of the Alternate Base Rate), (1) with respect to Term SOFR

Borrowings or Eurocurrency Borrowings,  either (I) on the last day of the Interest Period

therefor, if such Lender may lawfully continue to maintain such Term SOFR Borrowings or

Eurocurrency Borrowings to such day, or (II) immediately, if such Lender may not lawfully

continue to maintain such Term SOFR Borrowings or Eurocurrency Borrowings (in which event

Borrower shall not be required to pay any yield maintenance, breakage or similar fees) or (2)

with respect to RFR Borrowings, on the immediately succeeding Business Day and (y) if such

notice asserts the illegality of such Lender determining or charging interest rates based upon the

Term SOFR Rate, the Administrative Agent shall during the period of such suspension compute

the Alternate Base Rate applicable to such Lender without reference to the Adjusted Term SOFR

component thereof until the Administrative Agent is advised in writing by such Lender that it is

no longer illegal for such Lender to determine or charge interest rates based upon the Term

SOFR Rate. Upon any such conversion, the Borrower shall also pay accrued interest on the

amount so converted.

(d) Benchmark Replacement .  Notwithstanding anything to the contrary

herein or in any other Loan Document:

(i) Replacing Term SOFR Loans .  With respect to Term SOFR Loans, upon

the earlier of (x) the occurrence of a Benchmark Transition Event and (y) the Early Opt-

in Effective Date, the Benchmark Replacement described under clause (1) thereof will

replace such Benchmark for all purposes hereunder and under any Loan Document in

respect of any setting of such Benchmark on such day and all subsequent settings,

without any amendment to, or further action or consent of any other party to this

Agreement or any other Loan Document.  If the Benchmark Replacement is Daily Simple

SOFR, all interest payments will be payable on a monthly basis.

(ii) Replacing Other Loans and Future Benchmarks .  For Eurocurrency Loans,

RFR Loans or Loans utilizing any future Benchmark (including Daily Simple SOFR), on

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the earlier of (x) the occurrence of a Benchmark Transition Event and (y) the date written

notice of an Early Opt-in Election is provided to the Lenders by the Administrative

Agent, the Benchmark Replacement described under clause (2) thereof will replace the

then-current Benchmark for all purposes hereunder and under any Loan Document in

respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day

after the date notice of such Benchmark Replacement is provided to the Lenders without

any amendment to, or further action or consent of any other party to, this Agreement or

any other Loan Document, so long as the Administrative Agent has not received, by such

time, written notice of objection to such Benchmark Replacement from Lenders

comprising the Required Lenders. If the Benchmark Replacement is Daily Compounded

CORRA, all interest payments will be payable on a monthly basis.

(iii) At any time that the administrator of the then-current Benchmark has

permanently or indefinitely ceased to provide such Benchmark or such Benchmark has

been announced by the regulatory supervisor for the administrator of such Benchmark

pursuant to public statement or publication of information to be no longer representative

of the underlying market and economic reality that such Benchmark is intended to

measure and that representativeness will not be restored, the Borrower may revoke any

request for a borrowing of, conversion to or continuation of Loans to be made, converted

or continued that would bear interest by reference to such Benchmark until the

Xxxxxxxx’s receipt of notice from the Administrative Agent that a Benchmark

Replacement has replaced such Benchmark, and, failing that, (x) the Borrower will be

deemed to have converted any request for a Term SOFR Borrowing into a request for a

Borrowing of or conversion to ABR Loans, (y) any request by the Borrower for a

Eurocurrency Borrowing in an Agreed Foreign Currency (other than Canadian Dollars)

shall be ineffective or (z) any request by the Borrower for a Eurocurrency Borrowing

denominated in Canadian Dollars shall be converted to a Eurocurrency Borrowing at for

which the Eurocurrency Rate shall be equal to the Canadian Prime Rate. During the

period referenced in the foregoing sentence, (a) the component of Alternate Base Rate or

Canadian Prime Rate, as applicable, based upon the Benchmark will not be used in any

determination of Alternate Base Rate or Canadian Prime Rate, as applicable, and (b) if

any Loan in any Currency is outstanding, (x) if such Loan is a Term SOFR Loan, then

such Loan shall, on the last day of the Interest Period applicable to such Loan, at the

Xxxxxxxx’s election prior to such day: (1) be prepaid by the Borrower on such day or (2)

be converted by the Administrative Agent to, and shall constitute, an ABR Loan

denominated in Dollars on such date, (y) if such Loan is an RFR Loan or a Eurocurrency

Loan denominated in any Agreed Foreign Currency (other than Canadian Dollars), then

such Loan shall, on the last day of the Interest Period applicable to such Loan, at the

Xxxxxxxx’s election prior to such day: (1) be prepaid by the Borrower on such day or (2)

be converted by the Administrative Agent to, and (subject to the remainder of this

subclause (2)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal

to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if

the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City

time, the Administrative Agent is authorized to effect such conversion of such

Eurocurrency Loan into an ABR Loan denominated in Dollars) and, in the case of this

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subclause (2), upon any subsequent implementation of a Benchmark Replacement in

respect of such Agreed Foreign Currency pursuant to this Section 2.12(d) and with the

Borrower’s consent (which may be given in its sole discretion), such ABR Loan

denominated in Dollars shall then be converted by the Administrative Agent to, and shall

constitute, an RFR Loan or a Eurocurrency Loan, as applicable, denominated in such

original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan)

on the day of such implementation, giving effect to such Benchmark Replacement in

respect of such Foreign Currency or (z) if such Loan is a Eurocurrency Loan

denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest

Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be

prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to

a Eurocurrency Loan where for which the Eurocurrency Rate shall be equal to the

Canadian Prime Rate.

(iv) Benchmark Replacement Conforming Changes .  In connection with the

use, implementation or administration of a Benchmark Replacement (or, with respect to

Term SOFR , Term XXXXX or Daily Simple RFR, at any time), the Administrative Agent

will have the right to make Benchmark Replacement Conforming Changes from time to

time and, notwithstanding anything to the contrary herein or in any other Loan

Document, any amendments implementing such Benchmark Replacement Conforming

Changes will become effective without any further action or consent of any other party to

this Agreement or any other Loan Document.

(v) Notices; Standards for Decisions and Determinations .  The Administrative

Agent will promptly notify the Borrower and the Lenders of (w) any occurrence of a

Benchmark Transition Event, or an Early Opt-in Election, as applicable, (x) the

implementation of any Benchmark Replacement, (y) the effectiveness of any Benchmark

Replacement Conforming Changes and (z) the removal or reinstatement of any tenor of a

Benchmark pursuant to clause (vi) below. Any determination, decision or election that

may be made by the Administrative Agent or, if applicable, any Lender (or group of

Lenders) pursuant to this Section 2.12(d) , including any determination with respect to a

tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action, will be

conclusive and binding absent manifest error and may be made in its or their sole

discretion and without consent from any other party to this Agreement or any other Loan

Document, except, in each case, as expressly required pursuant to this Section 2.12(d) .

(vi) Unavailability of Tenor of Benchmark .  At any time (including in

connection with the implementation of a Benchmark Replacement), (x) if the then-current

Benchmark is a term rate (including Term SOFR) then the Administrative Agent may

remove any tenor of such Xxxxxxxxx that is unavailable or non-representative for

Benchmark (including Benchmark Replacement) settings and (y) the Administrative

Agent may reinstate any such previously removed tenor for Benchmark (including

Benchmark Replacement) settings if such Benchmark (A) is subsequently displayed on a

screen or information service for a Benchmark (including a Benchmark Replacement) or

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(B) is not, or is no longer, subject to an announcement that it is or will no longer be

representative for Benchmark (including a Benchmark Replacement) settings.

SECTION 2.13 Increased Costs .

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

(i) impose, modify or deem applicable any reserve, special deposit,

compulsory loan, insurance charge or similar requirement against assets of, deposits with

or for the account of, or credit extended by, any Lender (except any such reserve

requirement reflected in the Adjusted Eurocurrency Rate) or the Issuing Bank;

(ii) subject any Lender to any Taxes (other than Covered Taxes and Excluded

Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or

its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the Issuing Bank any other condition, cost or

expense (other than Taxes) affecting this Agreement or Term SOFR Loans, Eurocurrency

Loans or RFR 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 or

maintaining any Term SOFR Loan, Eurocurrency Loan or RFR 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, upon the request of such Lender or Issuing Bank, 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; provided that no Lender will claim from the

Borrower the payment of any of the amounts referred to in this paragraph (a) if not generally

claiming similar compensation from its other similar customers in similar circumstances.

(b) Capital and Liquidity Requirements .  If any Lender or the Issuing Bank

determines that any Change in Law regarding capital or liquidity requirements has or would have

the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the

capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this

Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or

the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the

Issuing Bank or such Xxxxxx’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 Xxxxxx’s or the Issuing Bank’s holding company with respect to capital

adequacy or liquidity position), by an amount deemed to be material by such Lender or the

Issuing Bank, then from time to time the Borrower will pay to such Lender or the Issuing Bank,

as the case may be, in Dollars, such additional amount or amounts as will compensate such

Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any

such reduction suffered.

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(c) Certificates from Lenders .  A certificate of a Lender or the Issuing Bank

setting forth (in reasonable detail the basis for and calculation of) 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 (it being understood that no Lender shall

be required to disclose (i) any confidential or price sensitive information or (ii) any information

to the extent prohibited by applicable law).  The Borrower shall pay such Lender or the Issuing

Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days

after receipt thereof.

(d) Delay in Requests .  Failure or delay on the part of any Lender or the

Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of

such Lender’s or the Issuing Bank’s right to demand such compensation; provided that no

Obligor shall be required to compensate a Lender or the Issuing Bank pursuant to the foregoing

provisions of this Section for any increased costs incurred or reductions suffered more than six

months prior to the date that such Lender or the Issuing Bank notifies the Borrower in writing of

any such Change in Law giving rise to such increased costs or reductions (except that, if the

Change in Law giving rise to such increased costs is retroactive, then the six-month period

referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.14 Break Funding Payments .   In the event of (a) the payment of

any principal of any Term SOFR Loan or 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 Term SOFR Loan or Eurocurrency Loan

other than on the last day of an Interest Period therefor, (c) the failure to borrow, convert,

continue or prepay any Term SOFR Loan or Eurocurrency Loan on the date specified in any

notice delivered pursuant hereto (including in connection with any Commitment Increase Date

and regardless of whether such notice is permitted to be revocable under Section 2.09(g)  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 Term SOFR Loan or 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 (excluding loss of anticipated

profits).  In the case of a Term SOFR Loan or Eurocurrency Loan the loss to any Lender

attributable to any such event (excluding, in any event, loss of anticipated profits) 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 Xxxxxx would pay for a deposit equal to

the principal amount of such Loan referred to in clauses (a), (b), (c) or (d) of this Section

2.14 denominated in the Currency of such Loan for the period from the date of such

payment, conversion, failure or assignment to the last day of the then current Interest

Period for such Term SOFR Loan or Eurocurrency Loan, as applicable (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 applicable Benchmark for such Currency for

such Interest Period, over

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(ii) the amount of interest that such Xxxxxx 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 applicable

interbank market or, in the case of any Agreed Foreign Currency, in the relevant market

for such Agreed Foreign Currency, in each case at the commencement of such period.

Payments under this Section shall be made upon written request of a Lender delivered not later

than thirty (30) Business Days following the payment, conversion, or failure to borrow, convert,

continue or prepay that gives rise to a claim under this Section accompanied by a written

certificate of such Lender setting forth in reasonable detail the amount or amounts that such

Lender is entitled to receive pursuant to this Section, which certificate shall be conclusive absent

manifest error.  The Borrower shall pay such Lender the amount shown as due on any such

certificate within 10 days after receipt thereof.

SECTION 2.15 Taxes .

(a) Payments Free of Taxes .  Any and all payments by or on account of any

obligation of the Borrower hereunder or under any other Loan Document shall be made free and

clear of and without deduction for any Taxes, unless otherwise required by applicable law;

provided that if any applicable law (as determined in the good faith discretion of an applicable

Withholding Agent) requires the deduction or withholding of any Taxes from such payments,

then (i) the Withholding Agent shall make such deductions or withholdings, (ii) the Withholding

Agent shall timely pay the full amount deducted or withheld to the relevant Governmental

Authority in accordance with applicable law and (iii) if such Tax is a Covered Tax, the sum

payable shall be increased as necessary so that after making all required deductions and

withholdings (including deductions and withholdings applicable to additional sums payable

under this Section 2.15 ) the Administrative Agent, Lender or the Issuing Bank (as the case may

be) receives an amount equal to the sum it would have received had no such deductions or

withholdings of Covered Tax been made.

(b) Payment of Other Taxes by the Borrower .  In addition, the Borrower shall

pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower .  The Borrower shall indemnify the

Administrative Agent, each Lender and the Issuing Bank for and, within ten (10) Business Days

after written demand therefor, pay the full amount of any Covered Taxes (including Covered

Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) payable

or paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and

any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether

or not such Covered Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority.  A certificate as to the amount of such payment or liability delivered to

the Borrower by a Lender, by the Issuing Bank or by the Administrative Agent (on its own

behalf or on behalf of a Lender or the Issuing Bank), shall be conclusive absent manifest error.

(d) Indemnification by the Lenders .  To the extent required by any applicable

law, the Administrative Agent may withhold from any payment to any Lender an amount

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equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.15(a)

or (c) , each Lender shall, and does hereby, agree severally to indemnify the Administrative

Agent, and shall make payable in respect thereof within 10 days after demand therefor,

(i) against any and all Taxes and any and all related losses, claims, liabilities and expenses

(including fees, charges and disbursements of any counsel for the Administrative Agent)

(collectively, “ Tax Damages ”) incurred by or asserted against the Administrative Agent by the

Internal Revenue Service or any other Governmental Authority as a result of the failure of the

Administrative Agent to properly withhold Tax from amounts paid to or for the account of such

Lender for any reason (including because the appropriate form was not delivered or not properly

executed, or because such Xxxxxx failed to notify the Administrative Agent of a change in

circumstance that rendered the exemption from, or reduction of withholding tax ineffective) and

(ii) Tax Damages attributable to such Xxxxxx’s failure to comply with the provisions of

Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount

of such payment or liability delivered to any Lender by the Administrative Agent shall be

conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set

off and apply any and all amounts at any time owing to such Lender under this Agreement or any

other Loan Document 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. The

agreements in this paragraph shall survive the resignation and/or replacement of the

Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the

termination of the Commitments and the repayment, satisfaction or discharge of all other

obligations.

(e) Evidence of Payments .  As soon as practicable after any payment of Taxes

by the Borrower to a Governmental Authority pursuant to this Section 2.15 , the Borrower shall

deliver to the Administrative Agent the original or a certified copy of a receipt issued by such

Governmental Authority evidencing such payment, a copy of the return reporting such payment

or other evidence of such payment reasonably satisfactory to the Administrative Agent.  If the

Borrower is required by applicable law or this Agreement to pay any U.S. federal withholding

Taxes (and the Administrative Agent is not so required) and the Borrower fails to pay any such

U.S. federal withholding Taxes that are Excluded Taxes when due to the appropriate

Governmental Authority or fails to remit to the Administrative Agent the required receipts or

other required documentary evidence on account of such Excluded Taxes, the Borrower shall

indemnify the Administrative Agent and each Lender for any incremental Taxes that may

become payable by the Administrative Agent or such Lender as a result of such failure, but only

to the extent that such incremental Taxes exceed the amount of Excluded Taxes that would have

been borne by the Administrative Agent or a Lender absent such failure.

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of

withholding Tax with respect to payments under this Agreement or any other Loan

Documents shall deliver to the Borrower and the Administrative Agent, at the time or

times prescribed by applicable law or reasonably requested by the Borrower or the

Administrative Agent, such properly completed and executed documentation prescribed

by applicable law or reasonably requested by the Borrower or the Administrative Agent

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as will permit such payments to be made without withholding or at a reduced rate of

withholding.  In addition, any Lender, if requested by the Borrower or the Administrative

Agent, shall deliver such other documentation prescribed by applicable law or reasonably

requested by the Borrower or the Administrative Agent as will enable the Borrower or the

Administrative Agent to determine whether or not such Lender is subject to backup

withholding or information reporting requirements.  Notwithstanding anything to the

contrary in the preceding two sentences, the completion, execution and submission of

such documentation (other than such documentation set forth in Section 2.15(f)(ii)(A) or

(B) or Section 2.15(g) below) shall not be required if in the Lender’s reasonable judgment

such completion, execution or submission would subject such Lender to any material

unreimbursed cost or expense or would materially prejudice the legal or commercial

position of such Lender.

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

Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and

the Administrative Agent on or prior to the date on which such Xxxxxx becomes a

Lender under this Agreement (and from time to time thereafter upon the

reasonable request of the Borrower or the Administrative Agent), executed

originals of IRS Form W-9 certifying that such Lender is exempt from U.S.

federal backup withholding tax;

(B) each Foreign Lender shall deliver to the Borrower and the

Administrative Agent (in such number of copies as shall be requested by the

recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable

request of the Borrower or the Administrative Agent, but, in any event, only if

such Foreign Lender is legally entitled to do so) whichever of the following is

applicable:

(1) in the case of a Foreign Lender claiming the benefits of an

income tax treaty to which the United States is a party duly

completed executed originals of Internal Revenue Service

Form W-8BEN or Internal Revenue Service Form

W-8BEN-E, as applicable, or any successor form

establishing an exemption from, or reduction of, U.S.

federal withholding Tax (x) with respect to payments of

interest under any Loan Document, pursuant to the

“interest” article of such tax treaty and (y) with respect to

any other applicable payments under any Loan Document,

pursuant to the “business profits” or “other income” article

of such tax treaty,

(2) xxxx completed executed originals of Internal Revenue

Service Form W-8ECI or any successor form certifying that

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the income receivable pursuant to this Agreement is

effectively connected with the conduct of a trade or

business in the United States,

(3) in the case of a Foreign Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the

Code, (x) a certificate, signed under penalties of perjury, to

the effect that such Foreign Lender is not (I) a “bank”

within the meaning of Section 881(c)(3)(A) of the Code,

(II) a “10 percent shareholder” of the Borrower within the

meaning of Section 881(c)(3)(B) of the Code, or (III) a

“controlled foreign corporation” described in

Section 881(c)(3)(C) of the Code and (y) duly completed

executed originals of Internal Revenue Service Form

W-8BEN or Internal Revenue Service Form W-8BEN-E, as

applicable (or any successor form), certifying that the

Foreign Lender is not a U.S. Person, or

(4) any other form as prescribed by applicable law as a basis

for claiming exemption from or a reduction in United

States federal withholding tax duly completed together with

such supplementary documentation as may be prescribed

by applicable law to permit the Borrower to determine the

withholding or deduction required to be made, including, to

the extent a Foreign Lender is not the beneficial owner,

xxxx completed executed originals of Internal Revenue

Service Form W-8IMY accompanied by Internal Revenue

Service Form W-8ECI, Internal Revenue Service Form

W-8BEN or Internal Revenue Service Form W-8BEN-E, as

applicable, a certificate substantially similar to the

certificate described in Section 2.15(f)(ii)(B)(3)(x) above,

Internal Revenue Service Form W-9 and/or other

certification documents from each beneficial owner, as

applicable.

(C) any Foreign Lender shall, to the extent it is legally entitled to do

so, deliver to the Borrower and the Administrative Agent (in such number of

copies as shall be requested by the recipient) on or prior to the date on which such

Foreign Lender becomes a Lender under this Agreement (and from time to time

thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed originals of any other form prescribed by applicable law as a

basis for claiming exemption from or a reduction in U.S. federal withholding Tax,

xxxx completed, together with such supplementary documentation as may be

prescribed by applicable law to permit the Borrower or the Administrative Agent

to determine the withholding or deduction required to be made.

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(g) If a payment made to a Lender under this Agreement would be subject to

U.S. federal withholding Tax imposed by FATCA if such Xxxxxx were to fail to comply with the

applicable reporting requirements of FATCA (including those contained in Section 1471(b) or

1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and

the Borrower such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by the Administrative Agent or the Borrower, at the time or times prescribed by law and at such

time or times reasonably requested by the Administrative Agent or the Borrower, as may be

necessary for the Administrative Agent and the Borrower to comply with their obligations under

FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under

FATCA or to determine the amount to deduct and withhold from any such payment. Solely for

purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the

date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered under this Agreement

expires or becomes obsolete or inaccurate in any respect, it shall update such form or

certification or promptly notify the Borrower and the Administrative Agent in writing of its legal

inability to do so.

(h) Treatment of Certain Refunds .  If the Administrative Agent, any Lender or

the Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a

refund of any Covered Taxes as to which it has been indemnified by the Borrower or with

respect to which the Borrower has paid additional amounts pursuant to this Section 2.15 , it shall

pay to the Borrower an amount equal to such refund (but only to the extent of indemnity

payments made, or additional amounts paid, by the Borrower under this Section with respect to

the Covered Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the

Administrative Agent, any Lender or the Issuing Bank, as the case may be, and without interest

(other than any interest paid by the relevant Governmental Authority with respect to such

refund ), provided that the Borrower, upon the request of the Administrative Agent, any Lender

or the Issuing Bank, agrees to repay the amount paid over to the Borrower pursuant to this

paragraph (h) (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) to the Administrative Agent, any Lender or the Issuing Bank in the

event the Administrative Agent, any Lender or the Issuing Bank is required to repay such refund

to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h),

in no event will the Administrative Agent, any Lender or the Issuing Bank be required to pay any

amount to the Borrower pursuant to this paragraph (h) the payment of which would place the

Administrative Agent, such Lender or the Issuing Bank in a less favorable net position after-

Taxes than the Administrative Agent, such Lender or the Issuing Bank would have been in if the

Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or

otherwise imposed and the indemnification payments or additional amounts with respect to such

Tax had never been paid.  This paragraph (h) shall not be construed to require the Administrative

Agent, any Lender or the 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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(i) Survival .  Each party’s obligations under this Section 2.15 shall survive

the resignation or replacement of the Administrative Agent or any assignment of rights by, or

replacement of, any Lender or any Issuing Bank, the termination of the Commitments and the

repayment, satisfaction or discharge of all obligations under any Loan Document to which the

Borrower or any of its Subsidiaries is a party.

(j) Defined Terms .  For purposes of this Section 2.15 , the term “applicable

law” includes FATCA.

SECTION 2.16 Payments Generally; Pro Rata Treatment: Sharing of Set-offs .

(a) Payments by the Borrower .  The Borrower shall make each payment

required to be made by it hereunder (whether of principal, interest, fees, reimbursement of LC

Disbursements, or under Section 2.13 , 2.14 or 2.15 , or otherwise) or under any other Loan

Document (except to the extent otherwise expressly provided therein) prior to 2:00 p.m.,

New York City time, on the date when due, in immediately available funds, without set-off,

deduction or counterclaim.  Any amounts received after such time on any date may, in the

discretion of the Administrative Agent, be deemed to have been received on the next succeeding

Business Day for purposes of calculating interest thereon.  All such payments shall be made to

the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly

provided in the relevant Loan Document and except payments to be made directly to the Issuing

Bank as expressly provided herein and pursuant to Sections 2.13 , 2.14 , 2.15 and 9.03 , which

shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute

any such payments received by it for account of any other Person to the appropriate recipient

promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a

Business Day, the date for payment shall be extended to the next succeeding Business Day and,

in the case of any payment accruing interest, interest thereon shall be payable for the period of

such extension.

All amounts owing under this Agreement (including commitment fees, payments

required under Sections 2.13 and 2.14 (except to the extent otherwise provided therein relating to

any Loan denominated in Dollars, but not including principal of, and interest on, any Loan

denominated in any Foreign Currency or payments relating to any such Loan required under

Section 2.14 or any reimbursement or cash collateralization of any LC Exposure denominated in

any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan

Document (except to the extent otherwise provided therein) are payable in Dollars.

Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan or LC

Disbursement when due (whether at stated maturity, by acceleration, by mandatory prepayment

or otherwise), the unpaid portion of such Loan or such LC Disbursement shall, if such Loan or

such LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars

on the due date thereof (or, if such due date is a day other than the last day of the Interest Period

therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent

thereof on the date of such redenomination and such principal shall be payable on demand; and if

the Borrower shall fail to pay any interest on any Loan or LC Disbursement that is not

denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due

date therefor (or, if such due date is a day other than the last day of the Interest Period therefor,

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on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the

date of such redenomination and such interest shall be payable on demand.

(b) Application of Insufficient Payments .  If at any time insufficient funds are

received by and available to the Administrative Agent to pay fully all amounts of principal,

unreimbursed LC Disbursements, interest and fees of a Class then due hereunder, such funds

shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among

the parties entitled thereto in accordance with the amounts of interest and fees then due to such

parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of such Class then

due hereunder, ratably among the parties entitled thereto in accordance with the amounts of

principal and unreimbursed LC Disbursements of such Class then due to such parties.

(c) Pro Rata Treatment .  Except to the extent otherwise provided herein:

(i) each Borrowing of a Class shall be made from the Lenders of such Class,  and each

termination or reduction of the amount of the Commitments of a Class under Section 2.07 , 2.09

or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro

rata according to the amounts of their respective Commitments of such Class; (ii) each

Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to

the amounts of their respective Commitments of such Class  (in the case of the making of

Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the

case of conversions and continuations of Loans); (iii) each payment of commitment fees under

Section 2.10 shall be made for the account of the Lenders pro rata according to the average daily

unutilized amounts of their respective Commitments; (iv) each payment or prepayment of

principal of Loans of a Class by the Borrower shall be made for account of the Lenders or such

Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such

Class held by them; and (v) each payment of interest on 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; provided ,

however, that, notwithstanding anything to the contrary contained herein, in the event that the

Xxxxxxxx wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the

Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the

Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such

Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the

Dollar Loans) solely to the extent that the Borrower substantially concurrently therewith utilizes

any Multicurrency Commitments made available as a result of such prepayment to make a

Multicurrency Borrowing in an Agreed Foreign Currency.

(d) Sharing of Payments by Xxxxxxx .  If any Lender of a Class shall, by

exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any

principal of or interest on any of its Loans, or participations in LC Disbursements of a Class

resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its

Loans and participations in LC Disbursements, and accrued interest thereon of such Class then

due than the proportion received by any other Lender of such Class, then the Lender receiving

such greater proportion shall purchase (for cash at face value) participations in the Loans and

participations in LC Disbursements of other Lenders of such Class to the extent necessary so that

the benefit of all such payments shall be shared by the Lenders of such Class ratably in

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accordance with the aggregate amount of principal of and accrued interest on their respective

Loans and participations in LC Disbursements of such Class; provided that (i) if any such

participations are purchased and all or any portion of the payment giving rise thereto is

recovered, such participations shall be rescinded and the purchase price restored to the extent of

such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to

apply to any payment made by the Borrower pursuant to and in accordance with the express

terms of this Agreement or any payment obtained by a Lender as consideration for the

assignment of or sale of a participation in any of its Loans or participations in LC Disbursements

to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof

(as to which the provisions of this paragraph shall apply).  The Borrower consents to the

foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender

acquiring a participation pursuant to the foregoing arrangements may exercise against the

Borrower rights of set-off and counterclaim with respect to such participation as fully as if such

Lender were a direct creditor of the Borrower in the amount of such participation.

(e) Presumptions of Payment .  Unless the Administrative Agent shall have

received notice from the Borrower prior to the date on which any payment is due to the

Administrative Agent for account of the Lenders or the Issuing Bank hereunder that the

Borrower will not make such payment, the Administrative Agent may assume that the Borrower

has made such payment on such date in accordance herewith and may, in reliance upon such

assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due.

In such event, if the Borrower has not in fact made such payment, then each of the Lenders and

the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent

forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest

thereon, for each day from and including the date such amount is distributed to it to but

excluding the date of payment to the Administrative Agent at the Federal Funds Effective Rate.

(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(e) , 2.05  or 2.16(e) , then

the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),

apply any amounts thereafter received by the Administrative Agent for account of such Lender to

satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are

fully paid.

SECTION 2.17 Defaulting Lenders .

Notwithstanding any provision of this Agreement to the contrary, if any Lender

becomes a Defaulting Lender, then the following provisions shall apply for so long as such

Lender is a Defaulting Lender:

(a) commitment fees pursuant to Section 2.10(a) shall cease to accrue on the

unfunded portion of the Commitment of such Defaulting Lender to the extent, and during the

period in which, such Lender is a Defaulting Lender (and the Borrower shall not be required to

pay any such commitment fee that otherwise would have accrued and been required to have been

paid to such Defaulting Lender to the extent and during the period in which such Lender is a

Defaulting Lender);

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(b) the Commitment and Credit Exposure of such Defaulting Lender shall not

be included in determining whether all Lenders, two-thirds of the Lenders, two-thirds of the

Lenders of a Class, the Required Lenders or the Required Lenders of a Class have taken or may

take any action hereunder or under any other Loan Document (including any consent to any

amendment or waiver pursuant to Section 9.02 , except for any amendment or waiver described in

Section 9.02(b)(i) , (ii) , (iii ) or (iv) ); provided that any waiver, amendment or modification

requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender which

affects such Defaulting Lender differently than other Lenders or affected Lenders (as applicable)

shall require the consent of such Defaulting Lender.

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

Defaulting Lender then:

(i) all or any part of such LC Exposure shall be reallocated among the non-

Defaulting Multicurrency Lenders in accordance with their respective Applicable

Multicurrency Percentages but only to the extent (x) the sum of all non-Defaulting

Lenders’ Multicurrency Credit Exposures plus such Defaulting Lender’s LC Exposure

does not exceed the total of all non-Defaulting Lenders’ Multicurrency Commitments, (y)

no non-Defaulting Lender’s Multicurrency Credit Exposure will exceed such Xxxxxx’s

Multicurrency Commitment, and (z) the conditions set forth in Section 4.02 are satisfied

at such time (and unless the Borrower has notified the Administrative Agent at such time,

the Borrower shall be deemed to have represented and warranted that such conditions are

satisfied at such time);

(ii) if the reallocation described in clause (i) above cannot, or can only

partially, be effected, the Borrower shall, without prejudice to any right or remedy

available to it hereunder or under law, within three Business Days following notice by the

Administrative Agent, cash collateralize such Defaulting Lender’s LC Exposure (after

giving effect to any partial reallocation pursuant to clause (i) above) in accordance with

the procedures set forth in Section 2.04(k) for so long as such LC Exposure is

outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting

Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to

pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such

Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC

Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant

to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and

Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Multicurrency

Lenders’ Applicable Multicurrency Percentages in effect after giving effect to such

reallocation;

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor

reallocated pursuant to this Section 2.17(c) , then, without prejudice to any rights or

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remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise

would have been payable to such Defaulting Lender (solely with respect to the portion of

such Defaulting Xxxxxx’s Commitment that was utilized by such LC Exposure) and letter

of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC

Exposure shall be payable to the Issuing Bank until such LC Exposure is cash

collateralized and/or reallocated; and

(vi) subject to Section 9.16 , no reallocation hereunder shall constitute a waiver

or release of any claim of any party hereunder against a Defaulting Xxxxxx xxxxxxx from

that Xxxxxx having become a Defaulting Lender, including any claim of a non-Defaulting

Lender as a result of such non-Defaulting Lender’s increased exposure following such

reallocation.

(d) so long as any Multicurrency Lender is a Defaulting Lender, the Issuing

Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied

that the related exposure will be 100% covered by the Multicurrency Commitments of the non-

Defaulting Multicurrency Lenders and/or cash collateral will be provided by the Borrower in

accordance with Section 2.17(c) , and participating interests in any such newly issued or

increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner

consistent with Section 2.17(c)(i) (and Defaulting Lenders shall not participate therein).

In the event that the Administrative Agent and the Borrower agree in writing that

a Defaulting Lender that is a Dollar Lender has adequately remedied all matters that caused such

Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall

purchase at par such of the Loans made to each Borrower of the other Lenders as the

Administrative Agent shall determine may be necessary in order for the Lenders to hold such

Loans in accordance with their Applicable Dollar Percentage in effect immediately after giving

effect to such agreement.  In the event that the Administrative Agent, the Borrower and the

Issuing Bank each agrees in writing that a Defaulting Lender that is a Multicurrency Lender has

adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the

date of such agreement, such Lender shall no longer be deemed a Defaulting Lender, the

Borrower shall no longer be required to cash collateralize any portion of such Lender’s LC

Exposure cash collateralized pursuant to Section 2.17(c)(ii) above, the LC Exposure of the

Multicurrency Lenders shall be readjusted to reflect the inclusion of such Xxxxxx’s

Multicurrency Commitment and such Lender shall purchase at par the portion of the Loans of the

other Multicurrency Lenders as the Administrative Agent shall determine may be necessary in

order for such Lender to hold such Loans in accordance with its Applicable Multicurrency

Percentage in effect immediately after giving effect to such agreement.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office .  If any Lender exercises its

rights under Section 2.12(b) or requests compensation under Section 2.13 , or if the Borrower is

required to pay any Covered Taxes or additional amount to any Lender or any Governmental

Authority for account of any Lender pursuant to Section 2.15 , then such Lender shall use

reasonable efforts (subject to overall policy considerations of such Lender) to designate a

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different lending office for funding or booking its Loans hereunder or to assign its rights and

obligations hereunder to another of its offices, branches or affiliates, if in the sole reasonable

judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts

payable pursuant to Section 2.13 or 2.15 , as the case may be, in the future, or eliminate the

circumstance giving rise to such Lender exercising its rights under Section 2.12(b) and (ii) would

not subject such Lender to any cost or expense not required to be reimbursed by the Borrower

and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay

all reasonable costs and expenses incurred by any Lender in connection with any such

designation or assignment.

(b) Replacement of Lenders .  If any Lender exercises its rights under

Section 2.12(b) or requests compensation under Section 2.13 , or if the Borrower is required to

pay any Covered Taxes or additional amount to any Lender or any Governmental Authority for

account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is

unable to designate a different lending office in accordance with Section 2.18(a) , or if any

Xxxxxx becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, then

the Borrower may, at its sole expense and effort, upon notice to such Lender and the

Administrative Agent, require such Lender to assign and delegate, without recourse (in

accordance with and subject to the restrictions contained in Section 9.04 ), all its interests, rights

and obligations under this Agreement and the other Loan Documents to an assignee that shall

assume such obligations (which assignee may be another Lender, if a Lender accepts such

assignment); provided that (i) the Borrower shall have received the prior written consent of the

Administrative Agent and the Issuing Bank, which consent shall not be unreasonably withheld,

conditioned or delayed, (ii) such Lender shall have received payment of an amount equal to the

outstanding principal of its Loans and participations in LC Disbursements, accrued interest

xxxxxxx, accrued fees and all other amounts payable to it hereunder, from the assignee (to the

extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of

all other amounts) and (iii) in the case of any such assignment resulting from a claim for

compensation under Section 2.13 or payments required to be made pursuant to Section 2.15 , such

assignment will result in a reduction in such compensation or payments.  A Lender shall not be

required to make any such assignment and delegation if prior thereto, as a result of a waiver by

such Lender or otherwise, the circumstances entitling the Borrower to require such assignment

and delegation cease to apply.

(c) Defaulting Lenders .  If any Lender shall fail to make any payment

required to be made by it pursuant to Section 2.04(e) , 2.05 or 9.03(c) , then the Administrative

Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any

amounts thereafter received by the Administrative Agent or the Issuing Bank for the account of

such Lender for the benefit of the Administrative Agent or the Issuing Bank to satisfy such

Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/

or (ii) hold any such amounts in a segregated account as cash collateral for, and application to,

any future funding obligations of such Lender under such Sections, in the case of each of clauses

(i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19 Maximum Rate .   Notwithstanding anything herein to the

contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges

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and other amounts which are treated as interest on such Loan under applicable law (collectively,

the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be

contracted for, charged, taken, received or reserved by the Lender holding such Loan, the rate of

interest payable in respect of such Loan hereunder, together with all related Charges, shall be

limited to the Maximum Rate.  To the extent lawful, the interest and Charges that would have

been payable in respect of a Loan made to the Borrower, but were not payable as a result of the

operation of this Section, shall be cumulated and the interest and Charges payable to such Lender

by the Borrower in respect of other Loans or periods shall be increased (but not above the

Maximum Rate therefor) until such cumulated amount, together with interest thereon at the

Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

ARTICLE III .

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 3.01 Organization; Powers .   Each of the Borrower and its

Subsidiaries, as applicable, is duly organized or incorporated, validly existing and in good

standing under the laws of the jurisdiction of its organization or incorporation, has all requisite

power and authority to carry on its business as now conducted and, except where the failure to do

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.  There is no

existing default under any charter, by-laws or other organizational documents of Borrower or its

Subsidiaries or any event which, with the giving of notice or passage of time or both, would

constitute a default by any party thereunder.

SECTION 3.02 Authorization; Enforceability .   The Transactions are within the

Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if

required, by all necessary stockholder action and the Board of Directors of the Borrower and its

Subsidiaries have approved the transactions contemplated in this Agreement.  This Agreement

has been duly executed and delivered by the Borrower and constitutes, and each of the other

Loan Documents to which it is a party when executed and delivered will constitute, a legal, valid

and binding obligation of the Borrower, enforceable in accordance with its terms, except as such

enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or

similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the

application of general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law).

SECTION 3.03 Governmental Approvals; No Conflicts . The Transactions

(a) do not require any consent or approval of registration or filing with, or any other action by,

any Governmental Authority, except for (i) such as have been or will be obtained or made and

are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant

to the Security Documents, (b) will not violate any applicable law or regulation or the charter,

by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any

order of any Governmental Authority ( including the Investment Company Act and the rules,

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regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in

any material respect under any indenture, agreement or other instrument binding upon the

Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any

payment to be made by any such Person, and (d) except for the Liens created pursuant to the

Security Documents, will not result in the creation or imposition of any Lien on any asset of the

Borrower or any of its Subsidiaries.

SECTION 3.04 Financial Condition; No Material Adverse Effect .

(a) Financial Statements . The financial statements delivered to the

Administrative Agent and the Lenders by the Borrower pursuant to Section 4.01(c) and 5.01(a)

and (b) present fairly, in all material respects, the financial condition and results of operations of

the Borrower and its Subsidiaries on a consolidated basis as of the end of and for the applicable

period in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited

financial statements, to year-end audit adjustments and the absence of footnotes.  None of the

Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for

taxes, material unusual forward or material long-term commitments or material unrealized or

anticipated losses from any unfavorable commitments not reflected in such financial statements.

(b) No Material Adverse Effect .  Since September 30, 2018, 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 could reasonably be

expected to result in a Material Adverse Effect.

SECTION 3.07 Taxes .   Each of the Borrower and its Subsidiaries has timely

filed or has caused to be timely filed all material U.S. federal, state and local Tax returns that are

required to be filed by it and all other material Tax returns that are required to be filed by it and

has paid all material Taxes for which it is directly or indirectly liable and any assessments made

against it or any of its property and all other material Taxes, fees or other charges imposed on it

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or any of its property by any Governmental Authority, except such Taxes, fees or other charges

the amount or validity of which is currently being contested in good faith by appropriate

proceedings and with respect to which reserves in conformity with GAAP have been provided on

the books of the Borrower or its Subsidiaries, as the case may be.  The charges, accruals and

reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other

governmental charges are adequate in accordance with GAAP.  Neither the Borrower nor any of

its Subsidiaries has given or been requested to give a waiver of the statute of limitations relating

to the payment of any federal, state, local and foreign Taxes or other impositions, and no Tax

lien (other than Liens permitted pursuant to clause (a) of the definition of Permitted Liens) has

been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax

assessment against the Borrower or any of its Subsidiaries that has been received by the

Borrower or any of its Subsidiaries in writing.

SECTION 3.08 ERISA .   No ERISA Event has occurred or is reasonably

expected to occur that, when taken together with all other such ERISA Events for which liability

is reasonably expected to occur, could reasonably be expected to result in a Material Adverse

Effect.

SECTION 3.09 Disclosure .

(a) All written information (other than financial projections, pro forma

financial information, other forward-looking information and information of a general economic

or general industry nature) which has been made available to the Administrative Agent or any

Lender by the Borrower or any of its representatives on behalf of the Borrower in connection

with the transactions contemplated by this Agreement or delivered under any Loan Document,

taken as a whole, is and will be (after giving effect to all written updates provided by the

Borrower to the Administrative Agent for delivery to the Lenders from time to time) complete,

true and correct in all material respects and does not and will not (after giving effect to all written

updates provided by the Borrower to the Administrative Agent for delivery to the Lenders from

time to time) contain any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements contained therein at the time made and taken as a

whole not misleading in light of the circumstances under which such statements were made;

provided that, solely with respect to information furnished by the Borrower which was provided

to the Borrower from a third party, such information need only be true and correct in all material

respects to the knowledge of the Borrower; and

(b) All financial projections, pro forma financial information and other

forward-looking information which has been delivered to the Administrative Agent or any

Lender by the Borrower or any of its representatives on behalf of the Borrower in connection

with the transactions contemplated by this Agreement or delivered under any Loan Document,

are based upon estimates and assumptions believed by the Borrower in good faith to be

reasonable at the time made, it being recognized that (i) such projections, financial information

and other forward-looking information as they relate to future events are subject to significant

uncertainty and contingencies (many of which are beyond the control of the Borrower and that

no assurance can be given that such projections will be realized) and therefore are not to be

viewed as fact and (ii) actual results during the period or periods covered by such projections,

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financial information and other forward-looking information may materially differ from the

projected results set forth therein.

SECTION 3.10 Investment Company Act; Margin Regulations .

(a) Status as Business Development Company .  The Borrower is an

“investment company” that has elected to be regulated as a “business development company”

within the meaning of the Investment Company Act and qualifies as a RIC.

(b) Compliance with Investment Company Act .  The business and other

activities of the Borrower and its Subsidiaries, including, without limitation, entering into this

Agreement and the other Loan Documents to which each is a party, the borrowing of the Loans

hereunder, the application of the proceeds and repayment thereof by the Borrower and the

consummation of the Transactions contemplated by the Loan Documents, do not result in a

violation or breach of the applicable provisions of the Investment Company Act or any rules,

regulations or orders issued by the SEC thereunder, except where such breaches or violations,

individually or in the aggregate, could not reasonably be expected to result in a Material Adverse

Effect.

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

respects with the Investment Policies and its Valuation Policies, in each case as amended by

Permitted Policy Amendments.

(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 in violation of law, rule or regulation. The Borrower does not own or intend to carry or

purchase any Margin Stock or to extend “purpose credit” within the meaning of Regulation U.

SECTION 3.11 Material Agreements and Liens .

(a) Material Agreements .  Schedule 3.11(a) is a complete and correct list of

each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit

or other arrangements providing for or otherwise relating to any Indebtedness or any extension of

credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its

Subsidiaries outstanding on the Effective Date, and the aggregate principal or face amount

outstanding or that is, or may become, outstanding under each such arrangement is correctly

described in Schedule 3.11(a) .

(b) Liens .  Schedule 3.11(b) is a complete and correct list of each Lien

securing Indebtedness of any Person outstanding on the Effective Date covering any property of

the Borrower or any of its Subsidiaries, and the aggregate principal amount of such Indebtedness

secured (or that may be secured) by each such Lien and the property covered by each such Lien

as of the Effective Date is correctly described in Schedule 3.11(b) .

SECTION 3.12 Subsidiaries and Investments .

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(a) Subsidiaries .  Set forth in Schedule 3.12(a) is a complete and correct list of

all of the Subsidiaries of the Borrower as of the Effective Date together with, for each such

Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding

ownership interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary

represented by such ownership interests.  Except as disclosed in Schedule 3.12(a) , as of the

Effective Date, (x) the Borrower owns, free and clear of Liens (other than Eligible Liens and

Liens permitted pursuant to Section 6.02(b) or (e) ), and has the unencumbered right to vote, all

outstanding ownership interests in each Subsidiary shown to be held by it in Schedule 3.12(a) ,

and (y) all of the issued and outstanding capital stock of each such Subsidiary organized as a

corporation is validly issued, fully paid and nonassessable (to the extent such concepts are

applicable).

(b) Investments .  Set forth in Schedule 3.12(b) is a complete and correct list of

all Investments (other than Investments of the types referred to in clauses (b), (c), (d), (e), (f)

(solely with respect to Portfolio Investments), (g) and (i) of Section 6.04 ) held by the Borrower

or any of its Subsidiaries in any Person on the Effective Date and, for each such Investment,

(i) the identity of the Person or Persons holding such Investment and (ii) the nature of such

Investment.  Except as disclosed in Schedule 3.12(b) , as of the Effective Date each of the

Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens permitted

pursuant to Section 6.02 ), all such Investments.

SECTION 3.13 Properties .

(a) Title Generally .  Each of the Borrower and its Subsidiaries has good title

to, or valid leasehold interests in, all its real and personal property material to its business, except

for minor defects in title that do not interfere with its ability to conduct its business as currently

conducted or to utilize such properties for their intended purposes.

(b) Intellectual Property .  Each of the Borrower and its Subsidiaries owns, or

is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property

material to its business, and the use thereof by the Borrower and its Subsidiaries does not

infringe upon the rights of any other Person, except for any such infringements that, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.14 Solvency . On the Effective Date, and upon the incurrence of

any extension of credit xxxxxxxxx, on any date on which this representation and warranty is

made, (a) the Borrower will be Solvent on an unconsolidated basis, and (b) each Obligor will be

Solvent on a consolidated basis with the other Obligors.

SECTION 3.15 No Default .   No Default or Event of Default has occurred and

is continuing under this Agreement.

SECTION 3.16 Use of Proceeds .   The proceeds of the Loans shall be used for

the general corporate purposes of the Borrower and its Subsidiaries (other than Financing

Subsidiaries except as expressly permitted under Section 6.03(e) or 6.03(i) ) in the ordinary

course of its business, including making distributions not prohibited by this Agreement, making

payments on Indebtedness of the Obligors to the extent permitted under this Agreement and the

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acquisition and funding (either directly or indirectly as expressly permitted hereunder) of

leveraged loans, mezzanine loans, high yield securities, convertible securities, preferred stock,

common stock and other Investments, but excluding, for clarity, Margin Stock in violation of

applicable law, rule or regulation.

SECTION 3.17 Security Documents .   The Guarantee and Security Agreement

is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal,

valid and enforceable first-priority Liens on, and security interests in, the Collateral and, (i) when

all appropriate filings or recordings are made in the appropriate offices as may be required for

perfection by filing under applicable law and, as applicable, and (ii) upon the taking of

possession or control by the Collateral Agent of the Collateral with respect to which a security

interest may be perfected by possession or control (which possession or control shall be given to

the Collateral Agent to the extent possession or control by the Collateral Agent is required by the

Guarantee and Security Agreement), the Liens created by the Guarantee and Security Agreement

shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the

grantors in the Collateral (other than such Collateral in which a security interest cannot be

perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each

case subject to no Liens other than Permitted Liens.

SECTION 3.18 Financing Subsidiaries .

(a) Any Structured Subsidiary complies with each of the conditions set forth

in clause (a) or (b) in the definition of “Structured Subsidiary”, as applicable.

(b) Any SBIC Subsidiary complies with each of the conditions set forth in the

definition of “SBIC Subsidiary.”

(c) As of the Effective Date, other than Barings BDC Finance I, LLC, and

Barings BDC Senior Funding I, LLC, the Borrower has no Financing Subsidiaries.

SECTION 3.19 Affiliate Agreements .   As of the Effective Date, the Borrower

has heretofore delivered to each of the Lenders true and complete copies of each of the Affiliate

Agreements (including any schedules and exhibits thereto, and any amendments, supplements or

xxxxxxx executed and delivered thereunder). As of the Effective Date, (a) each of the Affiliate

Agreements is in full force and effect and (b) other than the Affiliate Agreements, there is no

contract, agreement or understanding, in writing, between the Borrower or any of its

Subsidiaries, on the one hand, and any Affiliate of the Borrower, on the other hand.

SECTION 3.20 Compliance with Sanctions .   Neither the Borrower nor any of

its Subsidiaries, nor any executive officer or director thereof, nor, to the knowledge of the

Borrower, any Affiliate of the Borrower or any of their respective employees or agents, (i) is

subject to, or subject of, any sanctions or trade embargoes (or similar measures) (collectively,

“ Sanctions ”) imposed, administered or enforced from time to time by the United States of

America (including the United States Department of the Treasury’s Office of Foreign Assets

Control (“ OFAC ”) and the U.S. Department of State), the European Union, any European Union

member state, His Majesty’s Treasury, the United Nations Security Council, or any other

relevant sanctions authority, (ii) is located, organized or resident in a Sanctioned Country or (iii)

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is in violation of Sanctions. Furthermore, no part of the proceeds of a Loan will be used, directly

or indirectly, or made available by the Borrower to any Person to cause any Person to violate

Sanctions or to finance or facilitate any activities or business of or with any Person, or in any

country or territory, that, at the time of such funding, is, or whose government is, the subject of

Sanctions.

SECTION 3.21 Anti-Money Laundering and Sanctions Program .   The

Borrower has implemented an anti-money laundering program to the extent required by the

Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And

Obstruct Terrorism, as amended (the “ USA PATRIOT Act ”) and by any other applicable anti-

money laundering laws, and the rules and regulations thereunder and maintains in effect and

enforces policies and procedures designed to ensure compliance by the Borrower and its

Subsidiaries (and, when acting on behalf of the Borrower and its Subsidiaries, their respective

directors, officers, employees and agents) with applicable Sanctions.  Furthermore, no part of the

proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Subsidiary or

Affiliate of the Borrower, or by any of their respective directors, officers, agents or employees

acting on behalf of the Borrower or any Subsidiary of the Borrower, to finance or facilitate a

transaction in violation of the anti-money laundering laws.

SECTION 3.22 Anti-Corruption Laws . The Borrower, its Subsidiaries, its

Affiliates, its directors and officers and, to the Borrower’s knowledge, the employees and agents

acting on behalf of the Borrower and its Subsidiaries, are in compliance with all applicable

Sanctions and Anti-Corruption Laws and each of the Borrower and any Subsidiary and Affiliate

of the Borrower has instituted and maintained policies and procedures designed to ensure, and

which are expected to continue to ensure, compliance therewith.  Furthermore, no part of the

proceeds of a Loan will be used, directly or indirectly, by the Borrower or any Subsidiary or

Affiliate of the Borrower or by any of their respective directors, officers, agents or employees

acting on behalf of the Borrower or any Subsidiary of the Borrower, to finance or facilitate a

transaction in violation of the Anti-Corruption Laws.

SECTION 3.23 Beneficial Ownership Certification . As of the Effective Date,

the information included in any Beneficial Ownership Certification provided on or prior to the

Effective Date to any Lender in connection with this Agreement is true and correct in all

respects.

SECTION 3.24 EEA Financial Institutions . No Obligor is an EEA Financial

Institution.

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 ):

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(a) Documents .  Administrative Agent shall have received each of the

following documents, each of which shall be reasonably satisfactory to the Administrative Agent

(and to the extent specified below to each Lender) in form and substance:

(i) Executed Counterparts .  From each party hereto either (x) a counterpart of

this Agreement signed on behalf of such party or (y) written evidence satisfactory to the

Administrative Agent (which may include telecopy or e-mail transmission of a signed

signature page to this Agreement) that such party has signed a counterpart of this

Agreement.

(ii) Guarantee and Security Agreement; Custodian Agreement.   The Guarantee

and Security Agreement, the Custodian Agreement with respect to the Borrower’s

Custodian Account and the Control Agreement, each duly executed and delivered by each

of the parties thereto, and all other documents or instruments required to be delivered by

the Guarantee and Security Agreement, the Custodian Agreement and the Control

Agreement in connection with the execution thereof.

(iii) Opinion of Counsel to the Borrower .  A favorable written customary

opinion (addressed to the Administrative Agent and the Lenders and dated the Effective

Date) of Dechert LLP, New York counsel for the Borrower , in form and substance

reasonably satisfactory to the Administrative Agent and covering such matters as the

Administrative Agent may reasonably request (and the Borrower hereby instructs such

counsel to deliver such opinion to the Lenders and the Administrative Agent).

(iv) Corporate Documents .  A certificate of the secretary or assistant secretary

of each Obligor, dated the Effective Date, certifying that attached thereto are (v) true and

complete copies of the organizational documents of each Obligor certified as of a recent

date by the appropriate governmental official, (w) signature and incumbency certificates

of the officers of such Person executing the Loan Documents to which it is a party,

(x) true and complete resolutions of the Board of Directors of each Obligor approving

and authorizing the execution, delivery and performance of this Agreement and the other

Loan Documents to which it is a party or by which it or its assets may be bound as of the

Effective Date and, in the case of the Borrower, authorizing the borrowings hereunder,

and that such resolutions are in full force and effect without modification or amendment,

(y) a good standing certificate from the applicable Governmental Authority of each

Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction

in which it is qualified as a foreign corporation or other entity to do business, each dated

a recent date prior to the Effective Date, and (z) such other documents and certificates as

the Administrative Agent or its counsel may reasonably request relating to the

organization, existence and good standing of the Obligors, and the authorization of the

Transactions, all in form and substance reasonably satisfactory to the Administrative

Agent and its counsel.

(v) Officer’s Certificate . A certificate, dated the Effective Date and signed by

a Financial Officer of the Borrower, confirming compliance with the conditions set forth

in Sections 4.01(e) and (h) and Sections 4.02 (a) , (b) , (c) and (d).

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(vi) Control Agreements .  A control agreement with respect to each of the

Deposit Accounts and the Securities Accounts of the Borrower and its Subsidiaries

required to be delivered by the Guarantee and Security Agreement.

(b) Liens .  The Administrative Agent shall have received results of a recent

lien search in each relevant jurisdiction with respect to the Obligors, confirming the priority of

the Liens in favor of the Collateral Agent created pursuant to the Security Documents and

revealing no liens on any of the assets of the Obligors except for Liens permitted under Section

6.02 or Liens to be discharged on or prior to the Effective Date pursuant to documentation

reasonably satisfactory to the Administrative Agent.  All UCC financing statements, control

agreements, stock certificates and other documents or instruments required to be filed or

executed and delivered in order to create in favor of the Collateral Agent, for the benefit of the

Administrative Agent and the Lenders, a first-priority perfected (subject to Eligible Liens)

security interest in the Collateral (to the extent that such a security interest may be perfected by

filing, possession or control under the Uniform Commercial Code) shall have been properly filed

(or provided to the Administrative Agent) or executed and delivered in each jurisdiction

required.

(c) Financial Statements .  The Administrative Agent and the Lenders shall

have received, prior to the execution of this Agreement, (i) the audited consolidated balance

sheets, audited consolidated statements of operations, audited consolidated statements of changes

in net assets, audited consolidated statements of cash flows and related audited consolidated

schedule of investments of the Borrower and its consolidated Subsidiaries as of and for the fiscal

year ended December 31, 2017, December 31, 2016 and December 31, 2015 and (ii) the

unaudited consolidated balance sheets, unaudited consolidated statements of operations,

unaudited consolidated statements of changes in net assets, unaudited consolidated statements of

cash flows and related unaudited consolidated schedule of investments  of the Borrower and its

consolidated Subsidiaries as of and for the nine-month and three-month period ended September

30, 2018, in each case certified in writing by a Financial Officer of the Borrower as presenting

fairly in all material respects the financial condition and results of operations of the Borrower

and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,

subject to normal year-end audit adjustments and the absence of footnotes.  The Administrative

Agent and the Lenders shall have received any other financial statements of the Borrower and its

Subsidiaries as they shall have reasonably requested.

(d) Consents .  The Borrower shall have obtained and delivered to the

Administrative Agent certified copies of all consents, approvals, authorizations, registrations, or

filings (other than any filing required under the Exchange Act or the rules or regulations

promulgated thereunder, including any filing required on Form 8-K) required to be made or

obtained by the Borrower and all guarantors in connection with the Transactions and any other

evidence reasonably requested by, and reasonably satisfactory to, the Administrative Agent as to

compliance with all material legal and regulatory requirements applicable to the Obligors, and

such consents, approvals, authorizations, registrations, filings and orders shall be in full force and

effect and all applicable waiting periods shall have expired and no investigation or inquiry by

any Governmental Authority regarding the Transactions or any transaction being financed with

the proceeds of the Loans shall be ongoing.

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(e) No Litigation .  There shall not exist any action, suit, investigation,

litigation or proceeding or other legal or regulatory developments pending or, to the knowledge

of the Borrower, threatened in writing in any court or before any arbitrator or Governmental

Authority (including any SEC investigation) that relates to the Transactions or that could

reasonably be expected to have a Material Adverse Effect.

(f) Solvency Certificate .  On the Effective Date, the Administrative Agent

shall have received a solvency certificate of a Financial Officer of the Borrower dated as of the

Effective Date and addressed to the Administrative Agent and the Lenders, and in form, scope

and substance reasonably satisfactory to Administrative Agent, with appropriate attachments and

demonstrating that both before and after giving effect to the Transactions, (a) the Borrower will

be Solvent on an unconsolidated basis and (b) each Obligor will be Solvent on a consolidated

basis with the other Obligors.

(g) Due Diligence .  All customary confirmatory due diligence on the

Borrower and its Subsidiaries shall have been completed by the Administrative Agent and the

Lenders and the results of such due diligence shall be satisfactory to the Administrative Agent

and the Lenders.  No information shall have become available which the Administrative Agent

reasonably believes has had, or could reasonably be expected to have, a Material Adverse Effect.

(h) Default . No Default or Event of Default shall have occurred and be

continuing under this Agreement, nor any default or event of default that permits (or which upon

notice, lapse of time or both, would permit) the acceleration of any Material Indebtedness,

immediately before and after giving effect to the Transactions, any incurrence of Indebtedness

xxxxxxxxx and the use of the proceeds hereof.

(i) USA PATRIOT Act .  The Administrative Agent and each Lender shall

have received all documentation and other information required by bank regulatory authorities

under applicable “know your customer” and anti-money laundering rules and regulations,

including the USA PATRIOT Act, as reasonably requested by the Administrative Agent or such

Lender.

(j) Investment Policies; Valuation Policy .  The Administrative Agent shall

have received the Investment Policies and Valuation Policy as in effect on the Effective Date in

form and substance reasonably satisfactory to the Administrative Agent.

(k) Borrowing Base Certificate .  The Administrative Agent shall have

received a Borrowing Base Certificate dated as of the Effective Date, showing a calculation of

the Borrowing Base as of the date immediately prior to the Effective Date, in form and substance

reasonably satisfactory to the Administrative Agent.

(l) Insurance Certificates .  The Administrative Agent shall have received

certificates from the Borrower’s insurance broker or other evidence reasonably satisfactory to it

that the directors and officers liability insurance required to be maintained pursuant to the Loan

Documents is in full force and effect.

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(m) Beneficial Ownership Regulation .  The Administrative Agent shall have

received, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial

Ownership Regulation, at least five days prior to the Effective Date, a Beneficial Ownership

Certification.

(n) Fees and Expenses .  The Borrower shall have paid in full to the

Administrative Agent, the Joint Lead Arrangers and the Lenders all fees and expenses (including

reasonable legal fees to the extent invoiced) related to this Agreement owing on or prior to the

Effective Date, including any upfront fee due to any Lender on or prior to the Effective Date.

(o) Other Documents .  The Administrative Agent shall have received such

other documents, instruments, certificates, opinions and information as the Administrative Agent

may reasonably request or require in form and substance reasonably satisfactory to the

Administrative Agent.

The contemporaneous exchange and release of executed signature pages by each

of the Persons contemplated to be a party hereto shall render this Agreement effective and any

such exchange and release of such executed signature pages by all such persons shall constitute

satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth

above.  Each Lender on the Effective Date acknowledges receipt of, and satisfaction with, each

of the documents set forth above.

SECTION 4.02 Conditions to Each Credit Event . The obligation of each

Lender to make any Loan, and of the Issuing Bank to issue, amend, renew or extend any Letter

of Credit, including in each case any such extension of credit on the Effective Date, is

additionally subject to the satisfaction of the following conditions:

(a) the representations and warranties of the Obligors set forth in this

Agreement and in the other Loan Documents shall be true and correct in all material respects

(other than any representation or warranty already qualified by materiality or Material Adverse

Effect, which shall be true and correct in all respects) on and as of the date of such Loan or the

date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as

to any such representation or warranty that refers to a specific date, as of such specific date;

(b) at the time of and immediately after giving effect to such Loan or the date

of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default

or Event of Default shall have occurred and be continuing or would result from such extension of

credit after giving effect thereto and to the use of proceeds thereof on a pro forma basis;

(c) no Borrowing Base Deficiency shall exist at the time of and immediately

after giving effect to such extension of credit and either (i) the aggregate Covered Debt Amount

(after giving effect to such Loan) shall not exceed the Borrowing Base reflected on the

Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the

Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the

Covered Debt Amount (after giving effect to such Loan) shall not exceed the Borrowing Base

after giving effect to such Loan as well as any concurrent acquisitions of Portfolio Investments

by the Borrower or payment of outstanding Loans or Other Covered Indebtedness;

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(d) after giving effect to such extension of credit, the Borrower shall be in pro

forma compliance with each of the covenants set forth in Section 6.07 ; and

(e) the proposed date of such extension of credit shall take place during the

Availability Period.

Each Borrowing, and each issuance, amendment, renewal or extension of a Letter

of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date

thereof as to the matters specified in the preceding sentence.

ARTICLE V.

AFFIRMATIVE COVENANTS

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

that:

SECTION 5.01 Financial Statements and Other Information .   The Borrower

will furnish to the Administrative Agent for distribution to each Lender (provided that, the

Administrative Agent shall not be required to distribute any document or report to any Lender to

the extent such distribution would cause the Administrative Agent to breach or violate any

agreement that it has with another Person (including any non-reliance or non-disclosure letter

with any Approved Third-Party Appraiser)):

(a) within 90 days after the end of each fiscal year of the Borrower

(commencing with the fiscal year ending December 31, 2018), the audited consolidated balance

sheet and the related audited consolidated statements of operations, audited consolidated

statements of changes in net assets, audited consolidated statements of cash flows and related

audited consolidated schedule of investments of the Borrower and its Subsidiaries on a

consolidated basis as of the end of and for such year, setting forth in each case in comparative

form the figures for the previous fiscal year (to the extent full fiscal year information is

available), all reported on by Xxxxx & Xxxxx LLP or other independent public accountants of

recognized national standing to the effect that such consolidated financial statements present

fairly in all material respects the financial condition and results of operations of the Borrower

and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied

(which report shall be unqualified as to going concern and scope of audit and shall not contain

any explanatory paragraph or paragraph of emphasis with respect to going concern); provided

that the requirements set forth in this clause (a) may be fulfilled by providing to the

Administrative Agent for distribution to each Lender the report filed by the Borrower with the

SEC on Form 10-K for the applicable fiscal year;

(b) within 45 days after the end of each of the first three (3) fiscal quarters of

each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31, 2019),

the consolidated balance sheet and the related consolidated statements of operations,

consolidated statements of changes in net assets, consolidated statements of cash flows and

related consolidated schedule of investments of the Borrower and its Subsidiaries on a

consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the

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fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the

statement of assets and liabilities, as of the end of) the corresponding period or periods of the

previous fiscal year (to the extent such information is available for the previous fiscal year), all

certified by a Financial Officer of the Borrower as presenting fairly in all material respects the

financial condition and results of operations of the Borrower and its Subsidiaries on a

consolidated basis in accordance with GAAP consistently applied, subject to normal year-end

audit adjustments and the absence of footnotes; provided that the requirements set forth in this

clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each

Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly

period;

(c) concurrently with any delivery of financial statements under clause (a) or

(b) of this Section, a certificate of a Financial Officer of the Borrower (i) to the extent the

requirements in clauses (a) and (b) of this Section are not fulfilled by the Borrower delivering the

applicable report delivered to (or filed with) the SEC, certifying that such statements are

consistent with the financial statements filed by the Borrower with the SEC, (ii) certifying as to

whether the Borrower has knowledge that a Default has occurred and is continuing during the

most recent period covered by such financial statements and, if a Default has occurred and is

continuing during such period (or has occurred and is continuing from a prior period), specifying

the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting

forth reasonably detailed calculations (which reconcile to the financial statements) demonstrating

compliance with Sections 6.01(b) , (h) and (k) , 6.03(e) , (g) and (i) , 6.04(j) , 6.05(b) and (d) and

6.07 , (iv) stating whether any change in GAAP as applied by (or in the application of GAAP by)

the Borrower has occurred since the Effective Date (but only if the Borrower has not previously

reported such change to the Administrative Agent and if such change has had a material effect on

the financial statements) and, if any such change has occurred (and has not been previously

reported to the Administrative Agent), specifying the effect of such change on the financial

statements accompanying such certificate, and (v) attaching a list of Subsidiaries as of the date of

delivery of such certificate or a confirmation that there is no change in such information since the

date of the last such list;

(d) as soon as available and in any event not later than thirty (30) calendar

days after the end of each monthly accounting period (ending on the last day of each calendar

month) of the Borrower and its Subsidiaries, commencing with the monthly accounting period

ending February 28, 2019, a Borrowing Base Certificate as of the last day of such accounting

period (which Borrowing Base Certificate shall include: (i) an Excel schedule containing

information substantially similar to the information included on the Excel schedule included in

the Borrowing Base Certificate delivered to the Administrative Agent on the Effective Date and

(ii) a calculation of the External Quoted Value in accordance with methodologies described in

Sections 5.12(b)(ii)(A)(w) , (x) , (y) and (z) );

(e) promptly but no later than two Business Days after any Financial Officer

of the Borrower shall at any time have knowledge (based upon facts and circumstances known to

him) that there is a Borrowing Base Deficiency or knowledge that the Borrowing Base has

declined by more than 15% from the Borrowing Base stated in the Borrowing Base Certificate

last delivered by the Borrower to the Administrative Agent (other than in connection with an

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asset sale or return of capital the proceeds of which are used to prepay the Loans), a Borrowing

Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base

Deficiency or decline indicating the amount of the Borrowing Base Deficiency or decline as at

the date such Financial Officer obtained knowledge of such deficiency or decline;

(f) promptly upon receipt thereof copies of all significant and non-routine

written reports submitted to the management or Board of Directors of the Borrower by the

Borrower’s independent public accountants in connection with each annual, interim or special

audit or review of any type of the financial statements or related internal control systems of the

Borrower or any of its Subsidiaries delivered by such accountants to the management or board of

directors of the Borrower (other than the periodic reports that the Borrower’s independent

auditors provide, in the ordinary course, to the audit committee of the Borrower’s Board of

Directors);

(g) [reserved];

(h) to the extent not previously delivered, within 45 days after the end of each

of the first three (3) fiscal quarters of each fiscal year of the Borrower and within 90 days after

the end of the fourth fiscal quarter of each fiscal year of the Borrower, all final internal and

external valuation reports relating to the Eligible Portfolio Investments (including all valuation

reports delivered by an Approved Third-Party Appraiser in connection with the quarterly

appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B) , but excluding any

valuation reports provided to the Administrative Agent by the Independent Valuation Provider),

and any other information relating to the Eligible Portfolio Investments as reasonably requested

by the Administrative Agent or any other Lender;

(i) to the extent not otherwise provided by the Custodian, within thirty (30)

days after the end of each month, full, correct and complete updated copies of custody reports

(including, to the extent available, (i) activity reports with respect to Cash and Cash Equivalents

included in the calculation of the Borrowing Base, (ii) an itemized list of each account and the

amounts therein with respect to Cash and Cash Equivalents included in the calculation of the

Borrowing Base and (iii) an itemized list of each Portfolio Investment held in any Custodian

Account owned by the Borrower or any of its Subsidiary reflecting all assets being held in any

Custodian Account owned by the Borrower or any of its Subsidiaries or otherwise subject to the

Custodian Agreement;

(j) within 45 days after the end of each of the first three fiscal quarters of the

Borrower and 90 days after the end of each fiscal year of the Borrower, a certificate of a

Financial Officer of the Borrower certifying that attached thereto is a complete and correct

description of all Portfolio Investments as of the date thereof, including, with respect to each

such Portfolio Investment, the name of the Borrower or Subsidiary holding such Portfolio

Investment and the amounts held by each;

(k) to the extent such information is not otherwise available in the financial

statements delivered pursuant to clause (a) or (b) of this Section, upon the reasonable request of

the Administrative Agent, within five (5) Business Days of the due date set forth in clause (a) or

(b) of this Section for any quarterly or annual financial statements, as the case may be, a schedule

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prepared in accordance with GAAP setting forth in reasonable detail with respect to each

Portfolio Investment owned by the Borrower or any of its Subsidiaries (other than Financing

Subsidiaries) where there has been a realized gain or loss in the most recently completed fiscal

quarter, (i) the cost basis of such Portfolio Investment, (ii) the realized gain or loss associated

with such Portfolio Investment, (iii) the associated reversal of any previously unrealized gains or

losses associated with such Portfolio Investment, (iv) the proceeds received with respect to such

Portfolio Investment representing repayments of principal during the most recently ended fiscal

quarter, and (v) any other amounts received with respect to such Portfolio Investment

representing exit fees or prepayment penalties during the most recently ended fiscal quarter;

(l) any change in the information provided in the Beneficial Ownership

Certification, if any, delivered to a Lender that would result in a change to the list of beneficial

owners identified in such certificate;

(m) information and documentation reasonably requested by the

Administrative Agent or any Lender for purposes of compliance with applicable “know your

customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the

Beneficial Ownership Regulation; and

(n) promptly following any request therefor, such other information regarding

the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries,

or compliance with the terms of this Agreement and the other Loan Documents, as the

Administrative Agent or any Lender may reasonably request.

SECTION 5.02 Notices of Material Events .   Promptly after the Borrower

becoming aware of any of the following, the Borrower will furnish to the Administrative Agent

and each Lender prompt written notice of the following:

(a) the occurrence of any Default or Event of Default (unless the Borrower

first became aware of such Default from a notice delivered by the Administrative Agent);

provided that if such Default is subsequently cured (i) within the time periods set forth herein

and (ii) before the Borrower became aware of such Default, the failure to provide notice of such

Default shall not itself result in an Event of Default hereunder;

(b) the filing or commencement of any action, suit or proceeding by or before

any arbitrator or Governmental Authority against or affecting the Borrower or any of its

Affiliates that, if adversely determined, could reasonably be expected to result in a Material

Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other

ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse

Effect; and

(d) any other development (excluding matters of a general economic, financial

of political nature to the extent that they could not reasonably be expected to have a

disproportionate effect on the Borrower) that results in, or could reasonably be expected to result

in, a Material Adverse Effect.

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Each notice delivered under this Section shall be accompanied by a statement of a

Financial Officer or other executive officer of the Borrower setting forth the details of the event

or development requiring such notice and any action taken or proposed to be taken with respect

thereto.

SECTION 5.03 Existence; Conduct of Business .   The Borrower will, and will

cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, do or cause to be done all

things necessary to preserve, renew and keep in full force and effect its legal existence and the

rights, licenses, permits, privileges and franchises material to the conduct of its business;

provided that the foregoing shall not prohibit any merger, consolidation, liquidation or

dissolution permitted under Section 6.03 .

SECTION 5.04 Payment of Obligations .   The Borrower will, and will cause

each of its Subsidiaries to, pay its obligations, including material contractual obligations, that, if

not paid, could reasonably be expected to result in a Material Adverse Effect before the same

shall become delinquent or in default, except where (a) the validity or amount thereof is being

contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set

aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the

failure to make payment pending such contest could not reasonably be expected to result in a

Material Adverse Effect.

SECTION 5.05 Maintenance of Properties; Insurance .   The Borrower will, and

will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, (a) keep and maintain

all property material to the conduct of its business in good working order and condition, ordinary

wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies,

insurance in such amounts and against such risks as are customarily maintained by externally

managed business development companies and (c) upon the reasonable request of the

Administrative Agent, promptly deliver to the Administrative Agent any certificate or certificates

from the Borrower’s insurance broker or other documentary evidence, in each case,

demonstrating the effectiveness of, or any changes to, such insurance.

SECTION 5.06 Books and Records; Inspection and Audit Rights .

(a) Books and Records; Inspection Rights .  The Borrower will, and will cause

each of its Subsidiaries to, keep, or cause to be kept, books of record and account in accordance

with GAAP.  The Borrower will, and will cause each of its Subsidiaries to, permit any

representatives designated by the Administrative Agent or any Lender, upon reasonable prior

notice to the Borrower and, in the case of representatives designated by the Administrative

Agent, at the sole expense of the Borrower, to (i) visit and inspect its properties during normal

business hours, to examine and make extracts from its books and records, and (ii) discuss its

affairs, finances and condition with its officers and independent accountants, all at such

reasonable times and as often as reasonably requested, in each case to the extent such

information can be provided or discussed without violation of law, rule or regulation (it being

understood that the Obligors will use their commercially reasonable efforts to be able to provide

such information not in violation of law, rule or regulation); provided that the Borrower or such

Subsidiary shall be entitled to have its representatives and advisors present during any inspection

of its books and records; provided , further , that the Borrower shall not be required to pay for

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more than two (2) such visits and inspections in any calendar year unless an Event of Default has

occurred and is continuing at the time of any subsequent visits and inspections during such

calendar year.

(b) Audit Rights .  The Borrower will, and will cause each of its Subsidiaries

(other than Financing Subsidiaries) to, permit any representatives designated by Administrative

Agent (including any consultants, accountants and lawyers retained by the Administrative

Agent) to conduct evaluations of the Borrower’s computation of the Borrowing Base and the

assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts,

funds transfers and custody procedures), all at such reasonable times and as often as reasonably

requested.  The Borrower shall pay the reasonable, documented out-of-pocket fees and expenses

of representatives retained by the Administrative Agent to conduct any such evaluation; provided

that the Borrower shall not be required to pay such fees and expenses for more than one such

evaluation during any calendar year unless an Event of Default has occurred and is continuing at

the time of any subsequent evaluation during such calendar year.  The Borrower also agrees to

modify or adjust the computation of the Borrowing Base and/or the assets included in the

Borrowing Base, to the extent required by the Administrative Agent or the Required Lenders as a

result of any such evaluation indicating that such computation or inclusion of assets is not

consistent with the terms of this Agreement, provided that if the Borrower demonstrates that such

evaluation is incorrect, the Borrower shall be permitted to re-adjust its computation of the

Borrowing Base.

(c) Notwithstanding the foregoing, nothing contained in this Section 5.06

shall impair or affect the rights of the Administrative Agent under Section 5.12(b)(ii) in any

respect.

SECTION 5.07 Compliance with Laws and Agreements .   The Borrower will,

and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the

Investment Company Act (if applicable to such Person), and orders of any Governmental

Authority applicable to it (including orders issued by the SEC) or its property and all indentures,

agreements and other instruments, except where the failure to do so, individually or in the

aggregate, could not reasonably be expected to result in a Material Adverse Effect.  Policies and

procedures will be maintained and enforced by or on behalf of the Borrower that are designed in

good faith and in a commercially reasonable manner to promote and achieve compliance, in the

reasonable judgment of the Borrower, by the Borrower and each of its Subsidiaries and, when

acting on behalf of the Borrower or any of its Subsidiaries, their respective directors, officers,

employees and agents with any applicable Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08 Certain Obligations Respecting Subsidiaries; Further

Assurances .

(a) Subsidiary Guarantors.

(i) In the event that (1) the Borrower or any of its Subsidiaries shall form or

acquire any new Subsidiary (other than a Financing Subsidiary, a CFC, an Immaterial

Subsidiary or a Transparent Subsidiary), or any other Person shall become a “Subsidiary”

within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC,

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an Immaterial Subsidiary or a Transparent Subsidiary); (2) any Structured Subsidiary

shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (in

which case such Person shall be deemed to be a “new” Subsidiary for purposes of this

Section 5.08 ); (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary”

pursuant to the definition thereof  (in which case such Person shall be deemed to be a

“new” Subsidiary for purposes of this Section 5.08 ); (4) any CFC shall no longer

constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be

deemed to be a “new” Subsidiary for purposes of this Section 5.08 ); (5) any Transparent

Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the

definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary

for purposes of this Section 5.08 ); or (6) any Immaterial Subsidiary shall no longer

constitute an “Immaterial Subsidiary” pursuant to the definition thereof (in which case

such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08 ),

the Borrower will, in each case, on or before thirty (30) days (or, in the case of the

acquisition of Alpine, 90 days, and in each case such longer period as may be agreed to

by the Administrative Agent in its sole discretion) following such Person becoming a

Subsidiary or such Financing Subsidiary, CFC, Transparent Subsidiary or Immaterial

Subsidiary, as the case may be, no longer qualifying as such, cause such new Subsidiary

or former Financing Subsidiary, former CFC, former Transparent Subsidiary or former

Immaterial Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and,

thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a

Guarantee Assumption Agreement and to deliver such proof of corporate or other action,

incumbency of officers, opinions of counsel and other documents as is consistent with

those delivered by the Borrower pursuant to Section 4.01 on the Effective Date and as the

Administrative Agent shall have reasonably requested.

(ii) The Borrower acknowledges that the Administrative Agent and the

Lenders have agreed to exclude each Structured Subsidiary, each SBIC Subsidiary, each

CFC, each Transparent Subsidiary and each Immaterial Subsidiary as an Obligor only for

so long as such Person qualifies as a “Structured Subsidiary”, “SBIC Subsidiary”, “CFC”,

“Transparent Subsidiary” or “Immaterial Subsidiary”, respectively, pursuant to the

definition thereof, and thereafter such Person shall no longer constitute a “Structured

Subsidiary”, “SBIC Subsidiary”, “CFC”, “Transparent Subsidiary” or “Immaterial

Subsidiary”, as applicable, for any purpose of this Agreement or any other Loan

Document.

(b) Ownership of Subsidiaries .  The Borrower will, and will cause each of its

Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its

Subsidiaries is a direct or indirect wholly owned Subsidiary; provided that the foregoing shall not

prohibit any transaction permitted under Section 6.03 or 6.04 , so long as after giving effect to

such permitted transaction each of the remaining Subsidiaries is a direct or indirect 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

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the Administrative Agent to effectuate the purposes and objectives of this Agreement.  Without

limiting the generality of the foregoing, the Borrower will, and will cause each of the Subsidiary

Guarantors, to:

(i) take such action from time to time (including filing appropriate Uniform

Commercial Code financing statements and executing and delivering such assignments,

security agreements and other instruments) as shall be reasonably requested by the

Administrative Agent to create, in favor of the Collateral Agent for the benefit of the

Lenders (and any affiliate thereof that is a party to any Hedging Agreement entered into

with the Borrower) and the holders of any Secured Longer-Term Indebtedness, perfected

first-priority security interests and Liens in the Collateral; provided that any such security

interest or Lien shall be subject to the relevant requirements of the Security Documents;

(ii) with respect to each deposit account or securities account of the Obligors

(other than (A) any such account that is maintained by the Borrower in its capacity as

“servicer” for a Financing Subsidiary or any Agency Account, (B) any such accounts

which hold solely money or financial assets of a Financing Subsidiary, (C) any payroll

account so long as such payroll account is coded as such, (D) withholding tax and

fiduciary accounts or any trust account maintained solely on behalf of a Portfolio

Investment, (E) any checking account of the Obligors in which the aggregate value of

deposits therein, together with all other such accounts under this clause (E), does not at

any time exceed $1,000,000, provided that the Borrower will, and will cause each of its

Subsidiary Guarantors to, use commercially reasonable efforts to obtain control

agreements governing any such account in this clause (E), and (F) any account in which

the aggregate value of deposits therein, together with all other such accounts under this

clause (F), does not at any time exceed $75,000; provided that in the case of each of the

foregoing clauses (A) through (F), no other Person (other than the depository institution

at which such account is maintained) shall have “control” (within the meaning of the

Uniform Commercial Code) over such account, cause each bank or securities

intermediary (within the meaning of the Uniform Commercial Code)) to enter into such

arrangements with the Collateral Agent as shall be appropriate in order that the Collateral

Agent has “control” (within the meaning of the Uniform Commercial Code) over each

such deposit account or securities account (each, a “ Control Account ”) and in that

connection, the Borrower agrees, subject to Sections 5.08(c)(iv) and (v) below, to cause

all cash and other proceeds of Portfolio Investments received by any Obligor to be

immediately deposited into a Control Account (or otherwise delivered to, or registered in

the name of, the Collateral Agent) and, both prior to and following such deposit, delivery

or registration such cash and other proceeds shall be held in trust by the Borrower for the

benefit and as the property of the Collateral Agent and shall not be commingled with any

other funds or property of such Obligor or any other Person (including with any money or

financial assets of the Borrower in its capacity as “servicer” for a Structured Subsidiary,

or any money or financial assets of a Structured Subsidiary, or any money or financial

assets of the Borrower in its capacity as an “agent” or “administrative agent” for any

other Bank Loans subject to Section 5.08(c)(v) below);

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(iii) cause the Financing Subsidiaries to execute and deliver to the

Administrative Agent such certificates and agreements, in form and substance reasonably

satisfactory to the Administrative Agent, as it shall determine are necessary to confirm

that such Financing Subsidiary qualifies or continues to qualify as a “Structured

Subsidiary” or an “SBIC Subsidiary”, as applicable, pursuant to the definitions thereof;

(iv) in the case of any Portfolio Investment consisting of a Bank Loan 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) cause such Financing

Subsidiary to be party to such underlying loan documents as a “lender” having a direct

interest (or a participation interest not acquired from such Borrower or other Obligor) in

such underlying loan documents and extensions of credit thereunder; and (y) ensure that,

subject to Section 5.08(c)(v) below, all amounts owing to any Obligor by the underlying

borrower or other obligated party are remitted by the borrower or obligated party (or the

applicable administrative agents, collateral agents or equivalent Person) directly  to the

Custodian Account and no other amounts owing by such underlying borrower or

obligated party are remitted to the Custodian Account;

(v) in the event that any Obligor is acting as an agent or administrative agent

under any loan documents with respect to any Bank Loan (or is acting in an analogous

agency capacity under any agreement related to any Portfolio Investment) and such

Obligor does not hold all of the credit extended to the underlying borrower or issuer

under the relevant underlying loan documents or other agreements, ensure that (1) all

funds held by such Obligor in such capacity as agent or administrative agent are

segregated from all other funds of such Obligor and clearly identified as being held in an

agency capacity (an “ Agency Account ”); (2) all amounts owing on account of such Bank

Loan or Portfolio Investment by the underlying borrower or other obligated party are

remitted by such borrower or obligated party to either (A) such Agency Account or

(B) directly to an account in the name of the underlying lender to whom such amounts are

owed (for the avoidance of doubt, no funds representing amounts owing to more than one

underlying lender may be remitted to any single account other than the Agency Account);

and (3) within two (2) Business Days after receipt of such funds, such Xxxxxxx acting in

its capacity as agent or administrative agent shall distribute any such funds belonging to

any Obligor to the Custodian Account (provided that if any distribution referred to in this

clause (v) is not permitted by applicable bankruptcy law to be made within such two (2)

Business Day period as a result of the bankruptcy of the underlying borrower, such

Obligor shall use commercially reasonable efforts to obtain permission to make such

distribution and shall make such distribution as soon as legally permitted to do so); and

(vi) in the case of any Portfolio Investment held by any Financing Subsidiary,

including any cash collection related thereto, ensure that such Portfolio Investment shall

not be held in any Custodian Account, or any other account of any Obligor.

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SECTION 5.09 Use of Proceeds .   The Borrower will use the proceeds of the

Loans and the issuances of Letters of Credit only for general corporate purposes of the Borrower

and its Subsidiaries in the ordinary course of business, including making distributions not

prohibited by this Agreement and the acquisition and funding (either directly or indirectly as

permitted hereunder) of leveraged loans, mezzanine loans, high-yield securities, convertible

securities, preferred stock, common stock and other Investments in each case to the extent

otherwise permitted hereunder; provided that neither the Administrative Agent nor any Lender

shall have any responsibility as to the use of any of such proceeds.  No part of the proceeds of

any Loan will be used in violation of applicable law, rule or regulation or, directly or indirectly,

for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin

Stock.  On the Effective Date, the first day (if any) an Obligor acquires any Margin Stock and at

any other time requested by the Administrative Agent or any Lender, the Borrower shall furnish

to the Administrative Agent and each Lender a statement to the foregoing effect in conformity

with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation

U.  Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not

directly or indirectly secured by Margin Stock (within the meaning of Regulation U), or with the

proceeds of equity capital of the Borrower.  No Obligor will (and each Obligor will procure that

its Subsidiaries and its or their respective directors, officers, employees and agents shall not)

directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds (I)

to any Person for the purpose of financing the activities or business of or with any Person, or in

any country or territory, that, at the time of such funding, is, or whose government is, the subject

of any Sanctions or in any other manner that would result in a violation of Sanctions by any

Person or (II) in violation of Anti-Corruption Laws or for any payments to any governmental

official or employee, political party, official of a political party, candidate for political office, or

anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain

any improper advantage, in violation of any Anti-Corruption Laws.  For the avoidance of doubt,

Letters of Credit may be issued to support obligations of any Portfolio Company; provided that

the underlying obligations of such Portfolio Company to the applicable Obligors in respect of

such Letters of Credit shall not be included in the Borrowing Base.

SECTION 5.10 Status of RIC and BDC .   The Borrower shall at all times

maintain its status as a “business development company” under the Investment Company Act

and as a RIC under the Code.

SECTION 5.11 Investment Policies; Valuation Policy .   The Borrower shall at

all times be in compliance in all material respects with its Investment Policies and its Valuation

Policy, in each case as amended by Permitted Policy Amendments.

SECTION 5.12 Portfolio Valuation and Diversification Etc .   (i)  Industry

Classification Groups .  For purposes of this Agreement, the Borrower shall assign each Eligible

Portfolio Investment to an Industry Classification Group as reasonably determined by the

Borrower. To the extent that the Borrower reasonably determines that any Eligible Portfolio

Investment is not correlated with the risks of other Eligible Portfolio Investments in an Industry

Classification Group, such Eligible Portfolio Investment may be assigned by the Borrower to an

Industry Classification Group that is more closely correlated to such Eligible Portfolio

Investment.  In the absence of adequate correlation, the Borrower shall be permitted to, upon

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notice to the Administrative Agent for distribution to each Lender, create up to three additional

industry classification groups for purposes of this Agreement; provided that no more than three

different additional industry classification groups may be created pursuant to this paragraph (a).

(b) Portfolio Valuation Etc .

(i) Settlement-Date Basis .  For purposes of this Agreement and the other

Loan Documents, all determinations of whether a Portfolio Investment is an Eligible

Portfolio Investment shall be determined on a Settlement-Date Basis, provided that no

such investment shall be included as an Eligible Portfolio Investment to the extent it has

not been paid for in full.

(ii) Determination of Values .  The Borrower will conduct reviews of the value

to be assigned to each of its Eligible Portfolio Investments as follows:

(A) Quoted Investments External Review .  With respect to Eligible

Portfolio Investments (including Cash Equivalents) traded in an active and orderly

market for which market quotations are readily available (“ Quoted Investments ”),

the Borrower shall, not less frequently than once each calendar week, determine

the market value of such Quoted Investments which shall, in each case, be

determined in accordance with one of the following methodologies as selected by

the Borrower (each such value, an “ External Quoted Value ”):

(w) in the case of public and 144A securities, the

average of the most recent bid prices as determined by two Approved

Dealers selected by the Borrower,

(x) in the case of Bank Loans, the average of the most

recent bid prices as determined by two Approved Dealers selected by the

Borrower or an Approved Pricing Service which makes reference to at

least two Approved Dealers with respect to such Bank Loans,

(y) in the case of any Quoted Investment traded on an

exchange, the closing price for such Eligible Portfolio Investment most

recently posted on such exchange,

(z) in the case of any other Quoted Investment, the fair

market value thereof as determined by an Approved Pricing Service; and

(B) Unquoted Investments External Review .  With respect to all

Portfolio Investments owned by an Obligor for which market quotations are not

readily available (“ Unquoted Investments ”), the Borrower shall value such

Unquoted Investments in a manner consistent with its Valuation Policy, but in any

event including the valuation of at least 35% of the Value (to be determined as of

the last available Borrowing Base Certificate) of all Unquoted Investments

included in the Borrowing Base by an Approved Third-Party Appraiser which

shall assist the Directing Body of the Borrower in determining the fair market

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value of such Unquoted Investments, as of the last day of each fiscal quarter

(values determined in accordance with this sub-clause (B) are referred to as

“ Borrower External Unquoted Values ”), such assistance each quarter to include

providing the Directing Body of the Borrower (with a copy to the Administrative

Agent) with a written independent valuation report.  Each such valuation report

shall also include the information required to comply with paragraph (16) of

Schedule 1.01(c) .

(C) Internal Review .  The Borrower shall conduct internal reviews to

determine the value of all Eligible Portfolio Investments in accordance with its

Valuation Policy at least once each calendar quarter, and shall conduct internal

reviews with respect to the Eligible Portfolio Investments at least once each

calendar week for the purpose of reviewing and discussing the Borrower’s asset

portfolio (which shall take into account any events of which the Borrower has

knowledge that adversely affect the value of any Eligible Portfolio Investment

(other than in an immaterial manner)) (each such value established pursuant to

this clause (C), an “ Internal Value ”).

(D) Failure of Borrower to Determine Values .  If the Borrower shall

fail to determine the value of any Portfolio Investment as at any date pursuant to

the requirements (but subject to the exclusions) of the foregoing sub-clauses (A),

(B) or (C) then the “Value” of such Portfolio Investment for purposes of the

Borrowing Base as at such date shall be deemed to be zero for purposes of the

Borrowing Base.

(E) Value of Quoted Investments . Subject to Section 5.12(b)(iii ), the

“Value” of each Quoted Investment for all purposes of this Agreement shall be

the lowest of (1) the Internal Value of such Quoted Investment as most recently

determined by the Borrower pursuant to Section 5.12(b)(ii)(C) , (2) the External

Quoted Value of such Quoted Investment as most recently determined pursuant to

Section 5.12(b)(ii)(A) and (3) if such Quoted Investment is a debt investment, the

par or face value of such Quoted Investment.

(F) Value of Unquoted Investments . Subject to Section 5.12(b)(iii) ,

(x) if the Internal Value of any Unquoted Investment as

most recently determined by the Borrower pursuant to

Section 5.12(b)(ii)(C) falls below, or within the range of (as applicable),

the Applicable External Value of such Unquoted Investment as most

recently determined pursuant to Section 5.12(b)(ii)(B) , then the “Value” of

such Unquoted Investment for all purposes of this Agreement shall be

deemed to be the lower of (i) the Internal Value and (ii) if such Unquoted

Investment is a debt investment, the par or face value of such Unquoted

Investment; and

(y) if the Internal Value of any Unquoted Investment as

most recently determined by the Borrower pursuant to

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Section 5.12(b)(ii)(C) falls above the Applicable External Value (or, as

applicable, the range thereof) of such Unquoted Investment as most

recently determined pursuant to Section 5.12(b)(ii)(B) (and the Applicable

External Value of such Unquoted Investment is such Borrower External

Unquoted Value), then the “Value” of such Unquoted Investment for all

purposes of this Agreement shall be deemed to be the lower of (i) the

midpoint of the range of the Borrower External Unquoted Value and (ii) if

such Unquoted Investment is a debt investment, the par or face value of

such Unquoted Investment.

except that if an Unquoted Investment is acquired during a fiscal quarter, the

“Value” of such Unquoted Investment shall be deemed to be equal to the lowest

of (i) the Internal Value of such Unquoted Investment as determined by the

Borrower pursuant to Section 5.12(b)(ii)(C) , (ii) the cost of such Unquoted

Investment; and (iii) if such Unquoted Investment is a debt investment, the par or

face value of such Unquoted Investment, until such time as the Borrower External

Unquoted Value of such Unquoted Investment is determined (or required to be

determined) in accordance with Section 5.12(b)(ii)(B)  .

(G) Actions Upon a Borrowing Base Deficiency . If, based upon such

weekly internal review, the Borrower determines that a Borrowing Base

Deficiency exists, then the Borrower shall, promptly and in any event within two

Business Days as provided in Section 5.01(e) , deliver a Borrowing Base

Certificate reflecting the new amount of the Borrowing Base and shall take the

actions, and make prepayments (and, to the extent necessary, provide cover for

Letters of Credit as contemplated by Section 2.04(k) ), but only to the extent

required by Section 2.09(b).

(H) Initial Value of Assets .  Notwithstanding anything to the contrary

contained herein, from the Effective Date until the date when the valuation reports

are required to be delivered under Section 5.01(h) for the quarter ending March

31, 2019, the Value of any Portfolio Investment included in the Borrowing Base

shall be the Value as determined in a manner consistent with this Section 5.12

and, with respect to assets acquired before the Effective Date, as delivered to the

Administrative Agent on or prior to the Effective Date.

(iii) Testing of Values

(A) Each February 28, April 30, July 31 and October 31 of each

calendar year, commencing on April 30, 2019 (or such other dates as are agreed to

by the Borrower and the Administrative Agent, but in no event less frequently

than once per calendar quarter, each a “ Valuation Testing Date ”), the

Administrative Agent through an Independent Valuation Provider will value those

Portfolio Investments selected by the Administrative Agent and communicated in

writing to the Borrower at least ten (10) days prior to the applicable Valuation

Testing Date (and which, for the avoidance of doubt, may include Portfolio

Investments other than Unquoted Investments) (values assigned pursuant to this

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Section 5.12(b)(iii)(A) , together with values assigned by an Independent

Valuation Provider pursuant to Section 5.12(b)(iii)(C) below, the “ Agent External

Values ”); provided that the assets that the Administrative Agent will have the

right to value under this Section 5.12(b)(ii)(A) will not exceed assets with a Value

approximately equal to the Calculation Amount (as defined below).  For the

avoidance of doubt, Unquoted Investments that are part of the Collateral but not

included in the Borrowing Base as of a Valuation Testing Date shall not be

subject to testing under this Section 5.12(b)(iii) ; provided that such Unquoted

Investment shall continue to be excluded from the Borrowing Base until such time

as the Borrower determines (subject to the other terms and conditions contained

herein) to include it in the Borrowing Base.

(B) For purposes of this Agreement, the “Calculation Amount” shall be

equal to the greater of (a)(i) 125% of the Adjusted Covered Debt Balance (to be

determined as of the last available Borrowing Base Certificate) minus (ii) the sum

of the Values of all Quoted Investments included in the Borrowing Base (the

determination of fair value for such percentage thresholds to be based off of the

last determination of value of the Portfolio Investments pursuant to this Section

5.12 ) and (b) 10% of the aggregate Value (or as near thereto as reasonably

practicable) of all Unquoted Investments included in the Borrowing Base (to be

determined as of the last available Borrowing Base Certificate); 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 (to be determined as of the last available Borrowing Base

Certificate) be tested by the Independent Valuation Provider on any Valuation

Testing Date.

(C) Supplemental Testing of Values :  Notwithstanding the foregoing,

the Administrative Agent, individually or at the request of the Required Lenders,

shall at any time have the right, solely for purposes of the Borrowing Base, to

request in its reasonable discretion any Portfolio Investment included in the

Borrowing Base with a value assigned by the Borrower (other than Portfolio

Investments with Agent External Values as of the most recent Valuation Testing

Date) to be independently valued by an Independent Valuation Provider for

purposes of the Borrowing Base.  There shall be no limit on the number of such

appraisals requested by the Administrative Agent in its reasonable discretion and,

subject to Section  5.12(b)(iv)(C) below, the costs of any such valuation shall be at

the expense of the Borrower.

(D) Value Dispute Resolution : If the difference in the Value of any

Portfolio Investment determined by the Borrower pursuant to Section 5.12(b)(ii)

and any Agent External Value is (1) less than or equal to 5% of the Value thereof,

then the Borrower’s Value shall be used, (2) greater than 5% and less than or

equal to 20% of the Value thereof, then the Value of such Portfolio Investment

shall be the average of the Value determined by the Borrower pursuant to Section

5.12(b)(ii) and the Agent External Value and (3) greater than 20% of the Value

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thereof, then either (i) the Value shall be the lesser of the two Values or (ii) if the

Borrower so elects, the Borrower and the Administrative Agent shall retain (at the

Borrower’s sole cost and expense) an additional Approved Third-Party Appraiser

and the Value of such Portfolio Investment shall be the average of the three

valuations (with the lesser of the Agent External Value and the value determined

by the Borrower pursuant to Section 5.12(b)(ii) to be used until the third Value is

obtained).  For purposes of this Section 5.12(b)(iii)(C) , if the Agent External

Value is a range, then the Value shall be deemed the midpoint of the range.

(E) Failure of Administrative Agent to Determine Values .  If the

Administrative Agent shall fail to determine the value, at any date pursuant to this

Section 5.12(b)(iii) , of any Eligible Portfolio Investment identified to the

Borrower in advance of such date as a result of any action, inaction or lack of

cooperation of the Borrower or any of its Affiliates, then the “Value” of such

Eligible Portfolio Investment shall be deemed to be zero.  If the Administrative

Agent shall fail to determine the value, at any date pursuant to this Section

5.12(b)(iii) , of any Eligible Portfolio Investment identified to the Borrower in

advance of such date for any other reason, then the Value of such Eligible

Portfolio Investment shall be the lower of the Internal Value and, if such

Unquoted Investment is a debt investment, the par or face value of such Eligible

Portfolio Investment; provided , however that if a Borrower Eternal Unquoted

Value has been obtained with respect to such asset for the quarterly period

immediately preceding the current quarterly period, then the “Value” of such

Eligible Portfolio will be determined as provided in Section 5.2(b)(ii)(F) above.

(iv) Generally Applicable Valuation Provisions

(A) The Value of any Portfolio Investment for which the Independent

Valuation Provider’s value is used shall be the midpoint of the range (if any)

determined by the Independent Valuation Provider.  The Independent Valuation

Provider shall apply a recognized valuation methodology that is commonly

accepted in the Borrower’s industry for valuing Portfolio Investments of the type

being valued and held by the Obligors.  Other procedures relating to the valuation

will be reasonably agreed upon by the Administrative Agent and the Borrower.

(B) All valuations shall be on a Settlement-Date Basis.  For the

avoidance of doubt, the value of any Portfolio Investments determined in

accordance with any provision of this Section 5.12 shall be the Value of such

Portfolio Investment for purposes of this Agreement until a new Value for such

Portfolio Investment is subsequently determined in good faith in accordance with

this Section 5.12 .

(C) Subject to the last sentence of Section 9.03(a) , the reasonable and

documented out-of-pocket costs of any valuation reasonably incurred by the

Administrative Agent under this Section 5.12 shall be at the expense of the

Borrower; provided that the Borrower’s obligation to reimburse valuation costs

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incurred by the Administrative Agent under Section 5.12(b)(iii)(C) shall under no

circumstances be in excess of the IVP Supplemental Cap.

(D) The values determined by the Independent Valuation Provider

shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof.

(E) The Administrative Agent shall provide a copy of the final results

of any valuation received by the Administrative Agent and performed by the

Independent Valuation Provider or an Approved Third-Party Appraiser to any

Lender within ten (10) Business Days after such Xxxxxx’s request, except to the

extent that such recipient has not executed and delivered a non-reliance letter,

confidentiality agreement or similar agreement requested or required by such

Independent Valuation Provider or Approved Third-Party Appraiser, as

applicable.

(F) The foregoing valuation procedures shall only be required to be

used for purposes of calculating the Borrowing Base and related concepts and

shall not be required to be utilized by the Borrower for any other purpose,

including, without limitation, the delivery of financial statements or valuations

required under ASC820 or the Investment Company Act.

(G) The Administrative Agent shall notify the Borrower of its receipt

of the written final results of any such test within ten (10) Business Days after its

receipt thereof and shall provide a copy of such results and the related report to

the Borrower within ten (10) Business Days after the Borrower’s request.

(c) Investment Company Diversification Requirements .  The Borrower

(together with its Subsidiaries to the extent required by the Investment Company Act) will at all

times comply in all material respects with the portfolio diversification and similar requirements

set forth in the Investment Company Act applicable to business development companies.  The

Borrower will at all times, subject to applicable grace periods set forth in the Code, comply with

the portfolio diversification and similar requirements set forth in the Code applicable to RICs.

(d) Alpine Participation Interests .  The Value attributable to any Alpine

Participation Interest shall be the Value determined with respect to the underlying portfolio

investment related to such Alpine Participation Interest in accordance with this Section 5.12 ,

provided that (x) any participation interest that does not satisfy the definition of Alpine

Participation Interest shall be zero and (y) the Value of any Alpine Participation Interest from

and after the date that is 90 days after Amendment No. 3 Effective Date (or such longer period of

time as agreed to by the Administrative Agent) shall be zero, in each case for purposes of this

Agreement.

SECTION 5.13 Calculation of Borrowing Base .   For purposes of this

Agreement, the “ Borrowing Base ” shall be determined, as at any date of determination, as the

sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment

(excluding any cash held by the Administrative Agent pursuant to Section 2.04(k) ) by (y) the

applicable Advance Rate; provided that:

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(a) the Advance Rate applicable to the aggregate Value of all Eligible

Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base is

composed entirely of Eligible Portfolio Investments issued by fewer than 20 different issuers;

(b) the Advance Rate applicable to that portion of the aggregate Value of the

Eligible Portfolio Investments issued by all issuers in a consolidated group of corporations or

other entities in accordance with GAAP exceeding (i) 5% of the aggregate Value of all Eligible

Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the

calculation of fair value for purposes of this subclause shall be made without taking into account

any Advance Rate) (the “ Total Eligible Portfolio ”), shall be 50% of the otherwise applicable

Advance Rate and (ii) the Advance Rate applicable to that portion of the aggregate fair value of

Eligible Portfolio Investments of all issuers in a consolidated group of corporations or other

entities in accordance with GAAP exceeding 7.5% of the Total Eligible Portfolio shall be 0%;

(c) the Advance Rate applicable to that portion of the Total Eligible Portfolio

issued by Portfolio Companies in the same Industry Classification Group that exceeds (x) 20% of

the Total Eligible Portfolio for each of the Two Largest Industry Classification Groups, and (y)

15% of the Total Eligible Portfolio for any other industry sector, shall be 0%;

(d) the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government

Securities or Performing First Lien Bank Loans that exceeds 30% of the Total Eligible Portfolio

shall be 0%;

(e) the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing Mezzanine Investments, Performing High Yield

Securities, Performing PIK Obligations and Performing DIP Loans that exceeds 20% of the Total

Eligible Portfolio shall be 0%;

(f) the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing PIK Obligations that exceeds 5% of the Total Eligible

Portfolio shall be 0%;

(g) the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing DIP Loans that exceeds 10% of the Total Eligible

Portfolio shall be 0%; and

(h) the Advance Rate applicable to that portion of the aggregate Value of

Portfolio Investments that are Performing Covenant-Lite Loans (excluding, for clarity, Broadly

Syndicated Loans) that exceeds 10% of the Total Eligible Portfolio shall be 0%.

For all purposes of this Section 5.13 , (A) all issuers of Eligible Portfolio

Investments that are Affiliates of one another shall be treated as a single issuer (unless such

issuers are Affiliates of one another solely because they are under the common Control of the

same private equity sponsor or similar sponsor) and (B) to the extent the Total Eligible Portfolio

is required to be reduced to comply with this Section 5.13 , the Borrower shall be permitted to

choose the Eligible Portfolio Investments to be so removed to effect such reduction.  For the

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avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless,

among the other requirements set forth in this Agreement, (i) such Investment is subject only to

Eligible Liens, (ii) such Investment is Transferable and (iii) such Investment meets all of the

other criteria set forth on Schedule 1.01(c) hereto.  In addition, as used herein, the following

terms have the following meanings:

“ Advance Rate ” means, as to any Eligible Portfolio Investment and subject to

adjustment as provided above, the following percentages with respect to such Eligible Portfolio

Investment:

Eligible Portfolio Investment	Unquoted	Quoted
Cash and Cash Equivalents (including Short-Term U.S. Government Securities)	n/a	100%
Long-Term U.S. Government Securities	n/a	95%
Performing Broadly Syndicated Loans	n/a	75%
Performing First Lien Bank Loans	70%	75%
Performing First Lien Middle Market Loans	65%	70%
Performing Last Out Loans	60%	60%
Performing Second Lien Bank Loans	55%	60%
Performing High Yield Securities	45%	50%
Performing Mezzanine Investments and Performing Covenant- Lite Loans	40%	45%
Performing PIK Obligations and Performing DIP Loans	20%	20%
All other Portfolio Investments (including all Non-Performing Portfolio Investments)	0%	0%

provided , that at any time the Consolidated Asset Coverage Ratio is less than 167% (as reported

in the most recently delivered monthly Borrowing Base Certificate pursuant to Section 5.01(d) ),

every Advance Rate in the table above that is below the line for “Performing First Lien Middle

Market Loans” shall be five percentage points less than the applicable rate indicated in the table.

For the avoidance of doubt, the categories above are intended to be indicative of the traditional

investment types.  All determinations of whether a particular Portfolio Investment belongs to one

category or another shall be made by the Borrower on a consistent basis with the foregoing.  For

example, a secured bank loan solely at a holding company, the only assets of which are the

shares of an operating company, may constitute Mezzanine Investments, but would not

ordinarily constitute a First Lien Bank Loan.

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“ Bank Loans ” means debt obligations (including, without limitation, term loans,

revolving loans, debtor-in-possession financings, the funded portion of revolving credit lines and

letter of credit facilities and other similar loans and investments including interim loans, bridge

loans and second lien loans) that are generally provided under a syndicated loan or credit facility

or pursuant to any loan agreement or other similar credit facility, whether or not syndicated.

“ Broadly Syndicated Loan ” means any syndicated loan that is widely distributed

and (i) that has a tranche size of $250,000,000 or greater, (ii) that is a Performing First Lien Bank

Loan, (iii) that is rated by both S&P and Moody’s and is rated at least B- and B3, respectively,

for any measurement date, and (iv) that is a Quoted Investment.

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

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

Agreement.

“ Covenant-Lite Loan ” means a Bank Loan (other than a Broadly Syndicated

Loan) that does not require the Portfolio Company thereunder to comply with at least one

financial maintenance covenant (including, without limitation, any covenant relating to a

borrowing base, asset valuation or similar asset-based requirement), in each case, regardless of

whether compliance with one or more incurrence covenants is otherwise required by such Bank

Loan.

“ Defaulted Obligation ” means any Investment in Indebtedness (a) as to which, (x)

a default as to the payment of principal and/or interest has occurred and is continuing for a period

of thirty two (32) consecutive days with respect to such Indebtedness (without regard to any

grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has

occurred and the holders of such Indebtedness have accelerated all or a portion of the principal

amount thereof as a result of such default; (b) as to which a default as to the payment of principal

and/or interest has occurred and is continuing on another material debt obligation of the Portfolio

Company under such Indebtedness which is senior or pari passu in right of payment to such

Indebtedness; (c) as to which the Portfolio Company under such Indebtedness or others have

instituted proceedings to have such Portfolio Company adjudicated bankrupt or insolvent or

placed into receivership and such proceedings have not been stayed or dismissed or such

Portfolio Company has filed for protection under the United States Bankruptcy Code or any

similar foreign proceeding (unless, in the case of clause (b) or (c), such Indebtedness is a DIP

Loan, in which case it shall not be deemed to be a Defaulted Obligation under such clause); (d)

as to which a default rate of interest has been and continues to be charged for more than 120

consecutive days, or foreclosure on collateral for such Indebtedness has been commenced and is

being pursued by or on behalf of the holders thereof; or (e) as to which the Borrower has

delivered written notice to the Portfolio Company declaring such Indebtedness in default or as to

which the Borrower otherwise exercises significant remedies following a default.

“ DIP Loan ” means any Bank Loan (whether revolving or term) that is originated

after the commencement of a case under Chapter 11 of the Bankruptcy Code by a Portfolio

Company, which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code

or a debtor as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”)

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organized under the laws of the United States or any state therein and domiciled in the United

States, which loan satisfies the following criteria:  (a) the DIP Loan is duly authorized by a final

order of the applicable bankruptcy court or federal district court under the provisions of

subsection (b), (c) or (d) of 11 U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still

pending as a case under the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and has

not been dismissed or converted to a case under the provisions of Chapter 7 of Title 11 of the

Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed, in

whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other

Person under the provisions of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens

granted by the applicable bankruptcy court or federal district court in relation to the Loan have

not been subordinated or junior to, or pari passu with, in whole or in part, to the Liens of any

other lender under the provisions of 11 U.S.C. Section 364(d) or otherwise; (e) the Debtor is not

in default on its obligations under the loan; (f) neither the Debtor nor any party in interest has

filed a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon

confirmation, would (i) disallow or subordinate the loan, in whole or in part, (ii) subordinate, in

whole or in part, any Lien granted in connection with such loan, (iii) fail to provide for the

repayment, in full and in cash, of the loan upon the effective date of such plan or (iv) otherwise

impair, in any manner, the claim evidenced by the loan; (g) the DIP Loan is documented in a

form that is commercially reasonable; (h) the DIP Loan shall not provide for more than 50% (or

a higher percentage with the consent of the Required Lenders) of the proceeds of such loan to be

used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or

similar transaction; (i) no portion of the DIP Loan is payable in consideration other than cash;

and (j) no portion of the DIP Loan has been credit bid under Section 363(k) of the Bankruptcy

Code or otherwise.  For the purposes of this definition, an order is a “final order” if the

applicable period for filing a motion to reconsider or notice of appeal in respect of a permanent

order authorizing the Debtor to obtain credit has lapsed and no such motion or notice has been

filed with the applicable bankruptcy court or federal district court or the clerk thereof.

“ EBITDA ” means the consolidated net income of the applicable Person

(excluding extraordinary, unusual or non-recurring gains and extraordinary losses (to the extent

excluded in the definition of “EBITDA”, adjusted EBITDA, adjusted consolidated EBITDA or

such similar term as may be used in the applicable documentation) in the relevant agreement

relating to the applicable Eligible Portfolio Investment) for the relevant period plus, without

duplication, the following to the extent deducted in calculating such consolidated net income in

the relevant agreement relating to the applicable Eligible Portfolio Investment for such period: (i)

consolidated interest charges for such period, (ii) the provision for Federal, state, local and

foreign income taxes payable for such period, (iii) depreciation and amortization expense for

such period, and (iv) such other adjustments included in the definition of “EBITDA” (or similar

defined term used for the purposes contemplated herein) in the relevant agreement relating to the

applicable Eligible Portfolio Investment, provided that such adjustments are usual and customary

and substantially comparable to market terms for substantially similar debt of other similarly

situated borrowers at the time such relevant agreements are entered into as reasonably

determined in good faith by the Borrower.

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

Agreement.

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“ Eligible Portfolio Investment ” has the meaning assigned to such term in Section

1.01 of this Agreement.

“ First Lien Bank Loan ” means a Bank Loan that is entitled to the benefit of a first

lien and first priority perfected security interest on all or substantially all of the assets of the

respective borrower and guarantors obligated in respect thereof, and which has the most senior

pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation

proceedings; provided, however, that, in the case of accounts receivable and inventory (and the

proceeds thereof), such lien and security interest may be second in priority to a Permitted Prior

Working Capital Lien; and further provided that any portion of such a Bank Loan (other than a

Broadly Syndicated Loan) which has a total debt to EBITDA ratio above 4.50 to 1.00 will, in

each case, have the advance rates of a Second Lien Bank Loan applied to such portion and such

portion of such Bank Loan which has a total debt to EBITDA ratio above 6.00 to 1.00 will, in

each case, have the advance rates of a Mezzanine Investment applied to such portion.  For the

avoidance of doubt, in no event shall a First Lien Bank Loan include a Last Out Loan.

“ High Yield Securities ” means debt Securities, in each case (a) issued by public

or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule

144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash

Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or

Bank Loans.

“ Last Out Loan ” means, with respect to any loan that would otherwise qualify as a

First Lien Bank Loan but is a term loan structured in a first out tranche and a last out tranche

(with the first out tranche entitled to a lower interest rate but priority with respect to payments),

that portion of such Bank Loan that is the last out tranche; provided that:

(a) such last out tranche is entitled (along with the first out tranche) to the benefit

of a first lien and first priority perfected security interest on all or substantially all of the assets of

the respective borrower and guarantors obligated in respect thereof (subject to customary

exceptions), and which has the most senior pre-petition priority in any bankruptcy,

reorganization, arrangement, insolvency, or liquidation proceedings (taking into account the

payment priority of the first out tranche and subject to customary permitted liens as contemplated

by the applicable credit facility documents);

(b) the ratio of (x) the amount of the first out tranche to (y) EBITDA of the

underlying obligor does not at any time exceed 2.25 to 1.00;

(c) such last out tranche (i) gives the holders of such last out tranche full

enforcement rights during the existence of an event of default (subject to customary exceptions,

including standstill periods and if the holders of the first out tranche have previously exercised

enforcement rights), (ii) shall have the same maturity date as the first out tranche, (iii) is entitled

to the same representations, covenants and events of default as the holders of the first out tranche

(subject to customary exceptions), and (iv) provides the holders of such last out tranche with

customary protections (including, without limitation, consent rights with respect to (1) any

increase of the principal balance of the first out tranche, (2) any increase of the margins (other

than as a result of the imposition of default interest) applicable to the interest rates with respect to

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the first out tranche,  (3) any reduction of the final maturity of the first out tranche, and (4)

amending or waiving any provision in the underlying loan documents that is specific to the

holders of such last out tranche); and

(d) such first out tranche is not subject to multiple drawings (unless, at the time of

such drawing and after giving effect thereto, the ratio referenced in clause (b) above is not

exceeded).

For clarity, any last out loan that complies with subsection (a) above, but fails to

qualify under any of (b), (c) and/or (d) above, will have the advance rates of a Second Lien Bank

Loan (to the extent it otherwise meets the definition of Second Lien Bank Loan) applied to such

Loan.

“ Letter of Credit Collateral Account ” has the meaning set forth in the definition of

“Cash Collateralize”.

“ Long-Term U.S. Government Securities ” means U.S. Government Securities

maturing more than three months from the applicable date of determination.

“ Mezzanine Investments ” means (i) debt Securities (including convertible debt

Securities (other than the “in-the-money” equity component thereof))  (a) issued by public or

private Portfolio Companies, (b) issued without registration under the Securities Act, (c) not

issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder),

(d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other

debt of the same Portfolio Company and (ii) a loan that is not a First Lien Bank Loan, a Last Out

Loan, a Second Lien Bank Loan, a Covenant-Lite Loan or a High Yield Security.

“ Non-Performing Portfolio Investment ” means any Eligible Portfolio Investment

that is not a Performing (as defined below) Eligible Portfolio Investment.

“ Performing ” means, with respect to any Eligible Portfolio Investment, that such

Eligible Portfolio Investment (i) is not a Defaulted Obligation, (ii) other than with respect to DIP

Loans, does not represent debt or Capital Stock of an issuer that has issued any Defaulted

Obligation and (iii) is not on non-accrual (provided that for this clause (iii), any Eligible

Portfolio Investment that is on “PIK non-accrual” may continue to be Performing for so long as

such Eligible Portfolio Investment is not a PIK Obligation).

“ Performing Covenant-Lite Loans ” means funded Covenant-Lite Loans that (a)

are not PIK Obligations and (b) are Performing.

“ Performing DIP Loans ” means funded DIP Loans that (a) are not PIK

Obligations and (b) are not Defaulted Obligations.

“ Performing First Lien Bank Loans ” means funded First Lien Bank Loans that (a)

are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“ Performing First Lien Middle Market Loans ” means funded First Lien Bank

Loans to a Portfolio Company with trailing 12 month EBITDA of less than $15,000,000 that (a)

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are not PIK Obligations, DIP Loans, Covenant-Lite Loans, Last Out Loans or Second Lien Bank

Loans and (b) are Performing.

“ Performing High Yield Securities ” means funded High Yield Securities that (a)

are not PIK Obligations or DIP Loans and (b) are Performing.

“ Performing Last Out Loans ” means funded Last Out Loans that (a) are not PIK

Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“ Performing Mezzanine Investments ” means funded Mezzanine Investments that

(a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.

“ Performing PIK Obligations ” means PIK Obligations that (a) are not DIP Loans

and (b) are Performing.

“ Performing Second Lien Bank Loans ” means Second Lien Bank Loans that (a)

are not PIK Obligations, DIP Loans, Covenant-Lite Loans or Last Out Loans and (b) are

Performing.

“ Permitted Foreign Jurisdiction ” means Canada, Belgium, France, Germany,

Ireland, Luxembourg, the Netherlands, Australia, New Zealand, Denmark, Norway, Sweden and

Switzerland and the United Kingdom.

“ Permitted Foreign Jurisdiction Portfolio Investment ” means any Portfolio

Investment that meets the eligibility criteria under paragraph (8) of Schedule 1.01(c) by reference

to a Permitted Foreign Jurisdiction.

“ Permitted Prior Working Capital Lien ” means, with respect to a Portfolio

Company that is a borrower under a Bank Loan, a security interest to secure a working capital

facility for such Portfolio Company in the accounts receivable and/or inventory (and all related

property and all proceeds thereof) of such Portfolio Company and any of its subsidiaries that are

guarantors of such working capital facility; provided that (i) such Bank Loan has a second

priority lien on such accounts receivable and/or inventory, as applicable (and all related property