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EXHIBIT 10.1

SECOND AMENDMENT

TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

This SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT

AGREEMENT, dated as of October 1, 2025 (this “Amendment”), is entered into among TPG

TWIN BROOK CAPITAL INCOME FUND, a Delaware statutory trust (the “Borrower”), the

LENDERS and ISSUING BANKS party hereto and TRUIST BANK, as Administrative Agent

(the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower and the Administrative Agent entered into that certain Senior

Secured Revolving Credit Agreement, dated as of November 17, 2023 (as amended by that certain

First Amendment to Senior Secured Revolving Credit Agreement, dated as of August 16, 2024,

and as further amended, supplemented, amended and restated or otherwise modified from time to

time, the “Credit Agreement”), with the lenders and issuing banks party thereto (the “Lenders”),

pursuant to which the Lenders extended certain commitments and made certain loans to the

Borrower; and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend the

Credit Agreement to make certain changes, as set forth below.

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

contained herein and in the Credit Agreement, the Borrower, the Lenders and the Administrative

Agent hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as

defined in (or by reference in) the Credit Agreement as amended hereby.

SECTION 2. [Reserved].

SECTION 3. Amendments to Credit Agreement. Subject to the occurrence of the Second

Amendment Effective Date, the parties hereto hereby agree as follows:

(a)The Credit Agreement (excluding the Exhibits and Schedules thereto) is

hereby amended to delete the stricken text (indicated textually in the same manner as the

following example: stricken text) and to add the double-underlined text (indicated textually

in the same manner as the following example: double-underlined text) as set forth in the pages

attached as Exhibit A hereto.

(b)The Schedules to the Credit Agreement are hereby amended and restated in

their entirety as set forth in the form of Exhibit B hereto.

SECTION 4. Conditions Precedent. This Amendment shall become effective on the first

date on which each of the following conditions precedent has been satisifed (the “Second

Amendment Effective Date”):

4.1.Documents. The Administrative Agent shall have received each of the following,

each of which shall be satisfactory to the Administrative Agent in form and substance:

(a)from each other party hereto either (i) a counterpart of this Amendment signed

on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which

may include telecopy transmission of a signed signature page to this Amendment) that such

party has signed a counterpart of this Amendment;

(b)a favorable written opinion (addressed to the Administrative Agent and the

Lenders and dated as of the date hereof) of (a) Winston & Strawn LLP, special counsel for

the Obligors and (b) Richards, Layton & Finger, P.A., special Delaware counsel for the

Borrower, each in form and substance reasonably acceptable to the Administrative Agent (and

the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the

Administrative Agent);

(c)such documents and certificates as the Administrative Agent or its counsel may

reasonably request relating to the organization, existence and good standing of the Obligors,

the authorization of this Amendment and any other legal matters relating to the Obligors, this

Amendment or the Transactions, all in form and substance reasonably satisfactory to the

Administrative Agent and its counsel; and

(d)confirmation of receipt by the Administrative Agent of any fees and expenses

due and payable by the Borrower as of the date hereof, in each case that have been invoiced

at least two Business Days prior to the date hereof (except as otherwise reasonably agreed by

the Borrower).

4.2.Representations and Warranties. The Obligors shall have satisified the following

conditions:

(a)the representations and warranties of the Obligors set forth in the Credit

Agreement and in the other Loan Documents shall be true and correct in all material respects

(or, in the case of any portion of any representations and warranties already subject to a

materiality qualifier, true and correct in all respects) on and as of the date of this Amendment,

or, as to any such representation or warranty that refers to a specific date, as of such specific

date; and

(b)at the time of and immediately after giving effect to this Amendment, no

Default shall have occurred and be continuing.

SECTION 5. Miscellaneous.

5.1.Representations and Warranties. The Borrower hereby represents and warrants that

(i) this Amendment and the Credit Agreement each constitutes a legal, valid and binding obligation

of it, enforceable against it in accordance with its terms, (ii) immediately prior to the effectiveness

of this Amendment, no Default or Event of Default shall exist and, upon the effectiveness of this

Amendment, no Default or Event of Default shall exist and (iii) its representations and warranties

as set forth in the Loan Documents, as applicable, are true and correct in all material respects

(except those representations and warranties qualified by materiality or by reference to a material

adverse effect, which are true and correct in all respects) on and as of the date hereof as though

made on and as of the date hereof (unless such representations and warranties specifically refer to

a previous day, in which case, they shall be complete and correct in all material respects (or, with

respect to such representations or warranties qualified by materiality or by reference to a material

adverse effect, complete and correct in all respects) on and as of such previous day).

5.2.References to Credit Agreement. Upon the effectiveness of this Amendment, each

reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words

of like import shall mean and be a reference to the Credit Agreement as amended hereby and each

reference to the Credit Agreement in the other Loan Documents and in any other document,

instrument or agreement executed and/or delivered in connection with the Credit Agreement shall

mean and be a reference to the Credit Agreement as amended hereby.

5.3.Effect on Existing Agreements. Except as specifically amended above, the Credit

Agreement, the other Loan Documents and all other documents, instruments and agreements

executed and/or delivered in connection therewith shall remain in full force and effect and are

hereby ratified and confirmed in all respects. This Amendment does not constitute a novation or

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

under the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment

and which remain outstanding.

5.4.No Waiver. The execution, delivery and effectiveness of this Amendment shall not

operate as a waiver of any right, power or remedy of the Administrative Agent under the Credit

Agreement, the other Loan Documents or any other document, instrument or agreement executed

in connection therewith, nor constitute a waiver of any provision contained therein, except as

specifically set forth herein. The parties hereto hereby agree that this Amendment is a Loan

Document.

5.5.Governing Law; Jurisdiction, Etc.. This Amendment and any claims, controversy,

dispute or cause of action (whether in contract, tort, or otherwise and whether at law or in equity)

based upon, arising out of, or relating to this Amendment and the transactions contemplated hereby

shall be construed in accordance with and governed by the law of the State of New York. The

provisions of Section 9.09(b) (Submission to Jurisdiction), Section 9.09(c) (Waiver of Venue),

Section 9.09(d) (Service of Process) and Section 9.10 (Waiver of Jury Trial) of the Credit

Agreement are incorporated into this Amendment as if fully set forth herein, mutatis mutandis.

5.6.Successors and Assigns. This Amendment shall be binding upon and shall inure to

the benefit of the parties hereto and their respective successors and assigns.

5.7.Headings. The Section headings in this Amendment are inserted for convenience

of reference only and shall not affect the meaning or interpretation of this Amendment or any

provision hereof.

5.8.Counterparts; Electronic Execution.

(a)This Amendment may be executed by the parties hereto in several

counterparts, each of which shall be deemed to be an original and all of which shall

constitute together but one and the same agreement. Delivery of an executed counterpart of

a signature page to this Amendment by telecopy or electronically (e.g. pdf) shall be effective

as delivery of a manually executed counterpart of this Amendment.

(b)The words “execution,” “signed,” “signature,” and words of like import shall

be deemed to include electronic signatures or the keeping of records in electronic form, each

of which shall be of the same legal effect validity or enforceability as a manually executed

signature or the use of a paper-based recordkeeping system, as the case may be, to the extent

and as provided for in any applicable law, including the Federal Electronic Signatures in

Global and National Commerce Act, the New York State Electronic Signatures and Records

Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

5.9.[Reserved].

5.10.Reaffirmation. Each of the Borrower, Twin Brook Capital Funding XXXIII,

LLC, the Administrative Agent and the Lenders (i) hereby consents to the terms of this

Amendment and the Credit Agreement, (ii) solely in the case of Twin Brook Capital Funding

XXXIII, LLC, hereby confirms that, after giving effect to this Amendment and the transactions

contemplated hereby, its Guarantee under the Guarantee and Security Agreement remains

unaltered and in full force and effect and continue to guarantee the Guaranteed Obligations as

amended hereby, and (iii) solely in the case of the Borrower and Twin Brook Capital Funding

XXXIII, LLC, hereby reaffirms, ratifies and confirms that, after giving effect to this Amendment

and the transactions contemplated hereby, the Liens and other security interests granted by it

pursuant to, and the terms and conditions of, the Guarantee and Security Agreement remain

unaltered and in full force and effect and secure the Secured Obligations as amended hereby.

[SIGNATURES FOLLOW]

Signature Page to Second Amendment

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by

their respective officers thereunto duly authorized, as of the date first above written.

TPG TWIN BROOK CAPITAL INCOME

FUND,

as Borrower

By: /s/ Terrence Walters

Name: Terrence Walters

Title: Authorized Signatory

Signature Page to Second Amendment

TRUIST BANK,

as Administrative Agent, a Swingline Lender, an

Issuing Bank and a Lender

By: /s/ Hays Wood

Name: Hays Wood

Title: Managing Director

Signature Page to Second Amendment

THE BANK OF NEW YORK MELLON,

as a Lender

By: /s/ Bhavesh Mistry

Name: Bhavesh Mistry

Title: Vice President

Signature Page to Second Amendment

GOLDMAN SACHS BANK USA,

as a Swingline Lender, an Issuing Bank and a Lender

By: /s/ Ananda DeRoche

Name: Ananda DeRoche

Title: Authorized Signatory

Signature Page to Second Amendment

JPMORGAN CHASE BANK, N.A.,

as a Swingline Lender, an Issuing Bank and a Lender

By: /s/ Alfred Chi

Name: Alfred Chi

Title: Executive Director

Signature Page to Second Amendment

MORGAN STANLEY BANK, N.A.,

as a Swingline Lender, an Issuing Bank and a Lender

By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory

Signature Page to Second Amendment

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Swingline Lender, an Issuing

Bank and a Lender

By: /s/ Nik Broschofsky

Name: Nik Broschofsky

Title: Executive Director

Signature Page to Second Amendment

MUFG BANK, LTD., as a Lender

By: /s/ Rajiv Ranjan

Name: Rajiv Ranjan

Title: Director

Signature Page to Second Amendment

BARCLAYS BANK PLC, as a Lender

By: /s/ Craig J. Malloy

Name: Craig J. Malloy

Title: Director

Signature Page to Second Amendment

U.S. BANK NATIONAL ASSOCIATION, as a

Lender

By: /s/ Stephen J. Heinen

Name: Stephen J. Heinen

Title: Vice President

Signature Page to Second Amendment

DEUTSCHE BANK AG NEW YORK BRANCH, as

a Lender

By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Director

By: /s/ Alison Lugo

Name: Alison Lugo

Title: Vice President

Signature Page to Second Amendment

CANADIAN IMPERIAL BANK OF

COMMERCE, as a Lender

By: /s/ Kathryn Lagroix

Name: Kathryn Lagroix

Title: Managing Director

Signature Page to Second Amendment

REGIONS BANK, as a Lender

By: /s/ Jon McRae

Name: Jon McRae

Title: Director

Signature Page to Second Amendment

Agreed and acknowledged solely with respect to

Section 5.10

TWIN BROOK CAPITAL FUNDING XXXIII,

LLC

By: /s/ Terrence Walters

Name: Terrence Walters

Title: Authorized Signatory

Exhibit A

Amended Credit Agreement

[See attached.]

Exhibit A to FirstSecond Amendment, dated as of August 16October 1, 20242025

SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of

November 17, 2023

as amended by the First Amendment to Senior Secured Revolving Credit Agreement dated as of

August 16, 2024 and by the Second Amendment to Senior Secured Revolving Credit Agreement

dated as of October 1, 2025

among

AGTPG TWIN BROOK CAPITAL INCOME FUND

as Borrower

The LENDERS And ISSUING BANKS Party Hereto

and

TRUIST BANK

as Administrative Agent

$975,000,000

TRUIST SECURITIES, INC.

as Joint Lead Arranger and Sole Book Runner

and

GOLDMAN SACHS BANK USA

JPMORGAN CHASE BANK, N.A.

MORGAN STANLEY SENIOR FUNDING, INC.

MUFG BANK, LTD.

WELLS FARGO BANK, NATIONAL ASSOCIATION

BARCLAYS BANK PLC

as Joint Lead Arrangers

i

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS1

SECTION 1.01.    Defined Terms1

SECTION 1.02.  Classification of Loans and Borrowings        4546 

SECTION 1.03.  Terms Generally                    4546             

SECTION 1.04.    Accounting Terms; GAAP46

SECTION 1.05.  Currencies; Currency Equivalents.          4647         

SECTION 1.06.    Divisions47

SECTION 1.07.    Rates4748

SECTION 1.08.    Letter of Credit Amounts48

SECTION 1.09.    Payment or Performance48

ARTICLE II THE CREDITS4849

SECTION 2.01.  The Commitments                  4849               

SECTION 2.02.    Loans and Borrowings49

SECTION 2.03.    Requests for Syndicated Borrowings50

SECTION 2.04.    Swingline Loans51

SECTION 2.05.  Letters of Credit. 5354

SECTION 2.06.  Funding of Borrowings. 5960

SECTION 2.07.  Interest Elections. 6061

SECTION 2.08.  Termination, Reduction or Increase of the Commitments. 6162

SECTION 2.09.  Repayment of Loans; Evidence of Debt.6566

SECTION 2.10.  Prepayment of Loans. 6768

SECTION 2.11.    Fees. 7072

SECTION 2.12.  Interest.7274

SECTION 2.13.  Inability to Determine Interest Rates; Benchmark

Replacement 7375

SECTION 2.14.  Increased Costs.7678

SECTION 2.15.  Break Funding Payments7779

SECTION 2.16.    Taxes. 7880

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

Set-offs. 8183

SECTION 2.18.  Mitigation Obligations; Replacement of Lenders.8587

SECTION 2.19.  Defaulting Lenders. 8587

SECTION 2.20.  Illegality 9092

SECTION 2.21.  Reallocation Following a Non-Extended Commitment

Termination Date. 9193

ARTICLE III REPRESENTATIONS AND WARRANTIES9395

SECTION 3.01.  Organization; Powers 9395

SECTION 3.02.  Authorization; Enforceability 9395

SECTION 3.03.    Governmental Approvals; No Conflicts9395

ii

SECTION 3.04.      Financial Condition; No Material Adverse Effect9395

SECTION 3.05.  Litigation 9496

SECTION 3.06.  Compliance with Laws and Agreements9496

SECTION 3.07.    Taxes 9496

SECTION 3.08.    ERISA9496

SECTION 3.09.  Disclosure 9496

SECTION 3.10.  Investment Company Act; Margin Regulations.9597

SECTION 3.11.  Material Agreements and Liens.9597

SECTION 3.12.  Subsidiaries and Investments.9597

SECTION 3.13.  Properties. 9698

SECTION 3.14.  Affiliate Agreements 9698

SECTION 3.15.  Sanctions 9698

SECTION 3.16.    PATRIOT Act 9698

SECTION 3.17.  Collateral Documents 9799

SECTION 3.18.  EEAAffected Financial Institutions9799

SECTION 3.19.  Plan Assets 9799

SECTION 3.20.    Outbound Investment Rules99

ARTICLE IV CONDITIONS9799

SECTION 4.01.  Effective Date9799

SECTION 4.02.    Each Credit Event99101

ARTICLE V AFFIRMATIVE COVENANTS100102

SECTION 5.01.  Financial Statements and Other Information 100102

SECTION 5.02.  Notices of Material Events 102104

SECTION 5.03.  Existence; Conduct of Business 103105

SECTION 5.04.  Payment of Obligations 103105

SECTION 5.05.  Maintenance of Properties; Insurance103105

SECTION 5.06.  Books and Records; Inspection and Audit Rights103105

SECTION 5.07.  Compliance with Laws 104106

SECTION 5.08.  Certain Obligations Respecting Subsidiaries; Further

Assurances. 104106

SECTION 5.09.  Use of Proceeds 105107

SECTION 5.10.  Status of RIC and BDC 106108

SECTION 5.11.  Investment Policies 106108

SECTION 5.12.  Portfolio Valuation and Diversification Etc.106108

SECTION 5.13.    Calculation of Borrowing Base 111113

ARTICLE VI NEGATIVE COVENANTS120122

SECTION 6.01.    Indebtedness120122

SECTION 6.02.Liens122124

SECTION 6.03.  Fundamental Changes123125

SECTION 6.04.  Investments 124127

SECTION 6.05.    Restricted Payments125128

iii

SECTION 6.06.  Certain Restrictions on Subsidiaries 126129

SECTION 6.07.  Certain Financial Covenants. 127129

SECTION 6.08.  Transactions with Affiliates 127130

SECTION 6.09.  Lines of Business 128130

SECTION 6.10.  No Further Negative Pledge 128130

SECTION 6.11. Modifications of Longer-Term Indebtedness Documents 129131

SECTION 6.12.  Payments of Longer-Term Indebtedness129131

SECTION 6.13.  Accounting Changes 130132

SECTION 6.14.  [Reserved] 130132

SECTION 6.15.    SBIC Guarantee 130132

SECTION 6.16.  Outbound Investment Rules132

ARTICLE VII EVENTS OF DEFAULT 130133

ARTICLE VIII THE ADMINISTRATIVE AGENT135137

SECTION 8.01.  Appointment of the Administrative Agent 135137

SECTION 8.02.  Capacity as Lender135138

SECTION 8.03.  Limitation of Duties; Exculpation 135138

SECTION 8.04.    Reliance 136138

SECTION 8.05.    Sub-Agents136138

SECTION 8.06.  Resignation; Successor Administrative Agent136139

SECTION 8.07.  Reliance by Lenders 137140

SECTION 8.08.  Modifications to Loan Documents 137140

SECTION 8.09.    Erroneous Payments. 138140

ARTICLE IX MISCELLANEOUS141143

SECTION 9.01.  Notices; Electronic Communications. 141143

SECTION 9.02.  Waivers; Amendments. 143145

SECTION 9.03.  Expenses; Indemnity; Damage Waiver.146148

SECTION 9.04.  Successors and Assigns.149151

SECTION 9.05.    Survival 154156

SECTION 9.06.    Counterparts; Integration; Effectiveness; Electronic

Execution. 155157

SECTION 9.07.  Severability 155157

SECTION 9.08.  Right of Setoff 155157

SECTION 9.09.  Governing Law; Jurisdiction; Etc.156158

SECTION 9.10.    WAIVER OF JURY TRIAL 157159

SECTION 9.11.  Judgment Currency157159

SECTION 9.12.    Headings158160

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

Confidentiality.158160

SECTION 9.14.PATRIOT Act160162

SECTION 9.15.  Interest Rate Limitation.160162

SECTION 9.16.  Acknowledgement and Consent to Bail-In of Affected

Financial Institutions160162

iv

SECTION 9.17.  Certain ERISA Matters161163

SECTION 9.18.  Acknowledgement Regarding Any Supported QFCs  162164

SECTION 9.19.  Representations and Warranties of the Lenders and Issuing

Banks165

SECTION 9.20.  German Bank Separation Act165

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

SCHEDULE 1.01(b)-Commitments

SCHEDULE 1.01(c)-Industry Classification Group List

SCHEDULE 2.05-Issuing Bank Exposures

SCHEDULE 3.11-Material Agreements and Liens

SCHEDULE 3.12(a)-Subsidiaries

SCHEDULE 3.12(b)-Investments

SCHEDULE 6.08-Transactions with Affiliates

EXHIBIT A - Form of Assignment and Assumption

EXHIBIT B - Form of Borrowing Base Certificate

EXHIBIT C - Form of Borrowing Request

EXHIBIT D-Form of Increasing Lender/Joining Lender Agreement

EXHIBIT E-Form of Revolving Promissory Note

EXHIBIT F-Form of U.S. Tax Compliance Certificate

SENIOR  SECURED  REVOLVING  CREDIT  AGREEMENT  dated  as  of

November 17, 2023 (as amended, restated, supplemented or otherwise modified from time to

time, this “Agreement”), among AGTPG TWIN BROOK CAPITAL INCOME FUND, a

Delaware statutory trust (the “Borrower”), the LENDERS AND ISSUING BANKS party hereto,

and TRUIST BANK, as Administrative Agent.

ARTICLE I

DEFINITIONS

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

have the meanings specified below:

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

Loan is, or the Loans constituting such Borrowing are, denominated in Dollars and bearing

interest at a rate determined by reference to the Alternate Base Rate.

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

amount of Cash and Cash Equivalents included in the Portfolio Investments held by the Obligors

(provided that Cash Collateral for outstanding Letters of Credit and any Cash or Cash

Equivalents included in the calculation of clause (b) of the definition of Net Revolving Exposure

shall, in each case, not be treated as a portion of the Portfolio Investments).

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

on such date minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio

Investments held by the Obligors (provided that Cash Collateral for outstanding Letters of Credit

and any Cash or Cash Equivalents included in the calculation of clause (b) of the definition of

Net Revolving Exposure shall, in each case, not be treated as a portion of the Portfolio

Investments).

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

the Lenders hereunder.

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

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

the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in a form

supplied by the Administrative Agent.

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

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

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

any UK Financial Institution.

2

“Affiliate” means, with respect to a specified Person at any time, another Person

that at such time directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified. Anything herein to the

contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes an

Investment held by any Obligor or Financing Subsidiary in the ordinary course of business;

provided that the term “Affiliate” shall include each Subsidiary of the Borrower.

“Affiliate Agreements” means (a) that certain Amended and Restated Investment

Management Agreement, dated as of November 1, 2023, by and between the Borrower and the

Investment Adviser, (b) that certain Amended and Restated Administration Agreement, dated as

of September 6, 2023, by and between the Borrower and the Investment Adviser and (c) that

certain Expense Support and Conditional Reimbursement Agreement, dated as of October 25,

2022, by and between the Borrower and the Investment Adviser.

“Agreed Foreign Currency” means Canadian Dollars.

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

Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of

(a) 1.00% and (b) the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds

Effective Rate for such day plus 1/2 of 1%, (iii) the rate per annum equal to 1% plus Term SOFR

for an interest period of one (1) month. Any change in the Alternate Base Rate due to a change

in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor) as set

forth above shall be effective from and including the effective date of such change in the Prime

Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefor), respectively.

“Anti-Corruption Laws” has the meaning assigned to such term in Section 5.09.

“Anti-Money Laundering Laws” means any applicable U.S. or United Kingdom

regulation relating to money laundering or terrorism financing, any predicate crime to money

laundering, or any financial record keeping and reporting requirements related thereto.

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

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

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

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

giving effect to any assignments; provided that, for the avoidance of doubt, on and after the

Non-Extended Commitment Termination Date for any Non-Extending Lender that is a Dollar

Lender, the Applicable Dollar Percentage of such Non-Extending Lender shall be 0%.

“Applicable Financial Statements” means, as at any date, the most-recent audited

financial statements of the Borrower delivered to the Administrative Agent; provided that if

immediately prior to the delivery to the Administrative Agent of new audited financial

statements of the Borrower a Material Adverse Effect (the “Pre-existing MAE”) shall exist

(regardless of when it occurred), then the “Applicable Financial Statements” as at said date

3

means the Applicable Financial Statements in effect immediately prior to such delivery until

such time as the Pre-existing MAE shall no longer exist.

“Applicable Margin” means (i) in the case of any Extending Lender, the

Extending Lender Applicable Margin and (ii) in the case of any Non-Extending Lender, the

Non-Extending Lender Applicable Margin for such Non-Extending Lender.

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

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

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

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

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

provided that, for the avoidance of doubt, on and after the Non-Extended Commitment

Termination Date for any Non-Extending Lender that is a Multicurrency Lender, the Applicable

Multicurrency Percentage of such Non-Extending Lender shall be 0%.

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

total Commitments represented by such Lender’s Commitment. If the Commitments have

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

Commitments most recently in effect, giving effect to any assignments; provided that, for the

avoidance of doubt, on and after the Non-Extended Commitment Termination Date for any

Non-Extending Lender, the Applicable Percentage of such Non-Extending Lender shall be 0%.

“Approved Dealer” means (a) in the case of any Portfolio Investment that is not a

U.S. Government Security, a bank or a broker-dealer registered under the Securities Exchange

Act of 1934, as amended, of nationally recognized standing or an Affiliate thereof, (b) in the case

of a U.S. Government Security, any primary dealer in U.S. Government Securities, and (c) in the

case of any foreign Portfolio Investment, any foreign bank or broker-dealer of internationally

recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above,

either as set forth on Schedule 1.01(a) or any other bank or broker-dealer or Affiliate thereof

acceptable to the Administrative Agent in its reasonable determination.

“Approved Fund” means any Fund that is administered or managed by (a) a

Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or

manages a Lender.

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

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

Investment Adviser (so long as it has the necessary delegated authority) or the board of trustees

of the Borrower and designated in writing by the Borrower to the Administrative Agent (which

designation, if approved by the board of trustees of the Borrower, shall be accompanied by a

copy of a resolution of the board of trustees of the Borrower that such pricing or quotation

service has been approved by the Borrower).

“Approved Third-Party Appraiser” means any Independent nationally recognized

third-party appraisal firm (a) approved by the Investment Adviser (so long as it has the necessary

delegated authority) or the board of trustees of the Borrower and designated in writing by the

4

Borrower to the Administrative Agent (which designation, if approved by the board of trustees of

the Borrower, shall be accompanied by a copy of a resolution of the board of trustees of the

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

Investment Adviser (so long as it has the necessary delegated authority) or the board of trustees

of the Borrower in making valuations of portfolio assets to determine the Borrower’s compliance

with the applicable provisions of the Investment Company Act) and (b) acceptable to the

Administrative Agent. It is understood and agreed that Houlihan Lokey, Inc., Kroll, LLC, Citrin

Cooperman, Lincoln International, LLC, Alvarez & Marsal, and Valuation Research Corporation

are acceptable to the Administrative Agent. As used in Section 5.12, an “Approved Third-Party

Appraiser selected by the Administrative Agent” shall mean any of the firms identified in the

preceding sentence and any other Independent nationally recognized third-party appraisal firm

identified by the Administrative Agent and consented to by the Borrower (such consent not to be

unreasonably withheld).

“Assignment and Assumption” means an Assignment and Assumption entered

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

Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other

form approved by the Administrative Agent and, so long as no Event of Default has occurred and

is continuing, the Borrower.

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

“Availability Period” means (a) in the case of any Extending Lender, the

Extended Availability Period or (b) in the case of any Non-Extending Lender, the Non-Extended

Availability Period for such Non-Extending Lender.

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

then-current Benchmark for any available Currency, as applicable, (x) if such Benchmark is a

term rate, any tenor for such Benchmark (or component thereof) that is or may be used for

determining the length of an interest period pursuant to this Agreement or (y) otherwise, any

payment period for interest calculated with reference to such Benchmark (or component thereof)

that is or may be used for determining any frequency of making payments of interest calculated

with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and

not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed

from the definition of “Interest Period” pursuant to Section 2.13(e).

“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 unsound or failing banks, investment firms or other

5

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

insolvency proceedings).

“Bank Loans” means debt obligations (including term loans, notes, revolving

loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines

and letter of credit facilities and other similar loans and investments including interim loans,

bridge loans and senior subordinated loans) which are generally under a loan or credit facility

(whether or not syndicated) or note purchase agreement.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section

101 et seq.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the

definition of “Term SOFR”.

“Basel III” means the agreements on capital requirements, leverage ratio and

liquidity standards contained in “Basel III: A global regulatory framework for more resilient

banks and banking systems”, “Basel III: International framework for liquidity risk measurement,

standards and monitoring” and “Guidance for national authorities operating the countercyclical

capital buffer” published by the Basel Committee on Banking Supervision on December 16,

2010, each as amended, supplemented or restated.

“Basel IV” means any amendment, replacement or refinement of Basel III known

as “Basel IV”.

“Benchmark” means, initially, with respect to any Loans denominated in (a)

Dollars, the Term SOFR Reference Rate and (b) Canadian Dollars, the Term CORRA Reference

Rate; provided that, if a Benchmark Transition Event hasand its related Benchmark Replacement

Date have occurred with respect to the Term SOFR Reference Rate or the Term CORRA

Reference Rate, as applicable, or the then-current Benchmark, then “Benchmark” shall mean the

applicable Benchmark Replacement for such Currency to the extent that such Benchmark

Replacement has replaced such prior benchmark rate pursuant to Section 2.13(b).

“Benchmark Replacement” means, with respect to any Benchmark Transition

Event for any then-current Benchmark, the first alternative set forth in the order below that can

be determined by the Administrative Agent for the applicable Benchmark Replacement Date;

provided that, other than in the case of the replacement of the Term SOFR Reference Rate, such

alternative shall be the alternative set forth in clause (2) below:

(1)the sum of: (a) Daily Simple SOFR and (b) 0.10%; and

(2)the sum of: (a) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower as the replacement for the then-current Benchmark for

the applicable Currency giving due consideration to (i) any selection or recommendation of a

replacement benchmark rate or the mechanism for determining such a rate by the Relevant

Governmental Body or (ii) any evolving or then-prevailing market convention in the United

States for determining a benchmark rate as a replacement for the then-current Benchmark for

6

syndicated credit facilities denominated in the applicable Currency at such time and (b) the

related Benchmark Replacement Adjustment.

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 Adjustment” means, with respect to any replacement of

the then-current Benchmark for a Currency with an Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment (which may

be a positive or negative value or zero) that has been selected by the Administrative Agent and

the Borrower for the applicable Currency giving due consideration to (i) any selection or

recommendation of a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such

spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted

Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency

in the U.S. syndicated loan market at such time.

“Benchmark Replacement Date” means, (x) with respect to any Benchmark (other

than the Term SOFR Reference Rate), the earliest to occur of the following events with respect

to such then-current Benchmark and (y) with respect to the Term SOFR Reference Rate, a date

and time determined by the Administrative Agent in its reasonable discretion, which date shall

be no later than the earlier to occur of the following events with respect to such then-current

Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition

Event,” the later of (a)the date of the public statement or publication of information referenced

therein and (b) the date on which the administrator of such Benchmark (or the published

component used in the calculation thereof) permanently or indefinitely ceases to provide all

Available Tenors of such Benchmark (or such component thereof); or

(2)in the case of clause (3) of the definition of “Benchmark Transition

Event,” the first date on which such Benchmark (or the published component used in the

calculation thereof) has been determined and announced by the regulatory supervisor for the

administrator of such Benchmark (or such component thereof) to be non-representative; provided

that such non-representativeness will be determined by reference to the most recent statement or

publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or

such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed

to have occurred in the case of clause (1) or (2) above with respect to any Benchmark upon the

occurrence of the applicable event or events set forth therein with respect to all then-current

Available Tenors of such Benchmark (or the published component used in the calculation

thereof).

7

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

Benchmark, the occurrence of one or more of the following events with respect to such

Benchmark:

(1)a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such administrator has ceased or will cease to provide all Available Tenors of

such Benchmark (or such component thereof), 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 such component thereof);

(2)a public statement or publication of information by the regulatory

supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof), including the Board, the Federal Reserve Bank of New York or the Bank of

Canada, as applicable, an insolvency official with jurisdiction over the administrator for such

Benchmark (or such component thereof), a resolution authority with jurisdiction over the

administrator for such Benchmark (or such component thereof) or a court or an entity with

similar insolvency or resolution authority over the administrator for such Benchmark (or such

component thereof), in each case which states that the administrator of such Benchmark (or such

component thereof) has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof) 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 such component thereof); or

(3)a public statement or publication of information by the regulatory

supervisor for the administrator of such Benchmark (or the published component used in the

calculation thereof) announcing that all Available Tenors of such Benchmark (or such

component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to

have occurred with respect to any Benchmark if a public statement or publication of information

set forth above has occurred with respect to each then-current Available Tenor of such

Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any then-current

Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has

occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark

for all purposes hereunder and under any other Loan Document in accordance with Section

2.13(b) and (y) ending at the time that a Benchmark Replacement has replaced such then-current

Benchmark for all purposes hereunder and under any other Loan Document in accordance with

Section 2.13(b).

“Beneficial Ownership Certification” means, for a “legal entity customer” (as

such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial

ownership or control to the extent required by the Beneficial Ownership Regulation.

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

8

“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 and subject to 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 (or any successor thereof).

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

Agreement.

“Borrower Net Worth” means, as of any date of determination, (a) Total Assets as

of such date minus (b) the sum of (i) Total Assets Concentration Limitation as of such date plus

(ii) Total Secured Debt as of such date.

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

converted or continued on the same date, (b) all Term Benchmark Loans of the same Class

denominated in the same Currency that have the same Interest Period, or (c) a Swingline Loan.

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

“Borrowing Base Certificate” means a certificate of a Financial Officer of the

Borrower, substantially in the form of Exhibit B (or such other form as shall be reasonably

acceptable to the Administrative Agent) and appropriately completed, presenting the Borrower’s

computation of the Borrowing Base and including the rationale for any reclassification of any

Eligible Portfolio Investment to a different Industry Classification Group.

“Borrowing Base Deficiency” means, at any date on which the same is

determined, the amount, if any, by which (a) the sum of (x) the Covered Debt Amount as of such

date plus (y) the Net Revolving Exposure as of such date exceeds (b) the Borrowing Base as of

such date.

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

Borrowing in accordance with Section 2.03, which, if in writing, shall be substantially in the

form of Exhibit C (or such other form as shall be reasonably acceptable to the Administrative

Agent) and signed by the Borrower.

“Business Day” means any day 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;

provided that when used in relation to a Term Benchmark Loan or a Term Benchmark

Borrowing denominated in a Currency or in the calculation or computation of the Term

Benchmark Rate for such Currency, the term “Business Day” shall also exclude any day that is

not a Term Benchmark Banking Day for such Currency.

“Calculation Amount” means, as of the end of any Testing Period, an amount

equal to the greater of: (a) an amount equal to (i) 125% of the Adjusted Covered Debt Balance

(as of the end of such Testing Period) minus (ii) the aggregate Value of all Quoted Investments

9

(including, without duplication, Market Value Investments) included in the Borrowing Base (as

of the end of such Testing Period), and (b) 10% of the aggregate Value of all Unquoted

Investments included in the Borrowing Base (as of the end of such Testing Period); provided that

in no event shall more than 25% (or, if clause (b) applies, 10%, or as near thereto as reasonably

practicable) of the aggregate Value of all Unquoted Investments in the Borrowing Base be

subject to testing by the Administrative Agent pursuant to Section 5.12(b)(ii)(F) in respect of any

applicable Testing Period; and provided, further, that notwithstanding anything to the contrary in

this Agreement, Market Value Investments shall be deemed to be Quoted Investments for

purposes of this definition.

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

Article VII.

“CAM Exchange Date” means the date on which any Event of Default referred to

in clause (j) of Article VII shall occur or the date on which the Borrower receives written notice

from the Administrative Agent that any Event of Default referred to in clause (i) of Article VII

has occurred.

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal,

of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated

Obligations owed to such Lender (whether or not at the time due and payable) immediately prior

to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent

amount of the Designated Obligations owed to all the Lenders (whether or not at the time due

and payable) immediately prior to the CAM Exchange Date.

“Canadian Dollars” means the lawful currency of Canada.

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

Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate 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 services that

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

discretion) and (ii) the rate per annum equal to the sum of (i) 0.29547%, (ii) the Term CORRA

Reference Rate for a tenor of one month on the day that is two (2) Term Benchmark Business

Days prior to such day, as such rate is published by the Term CORRA Administrator and is

displayed on a screen or other information service, as identified or selected by the Administrative

Agent and (iii) 1.00%; provided, that if any of the above rates shall be less than 0%, such rate

shall be deemed to be 0% for purposes of this Agreement. Any change in the Canadian Prime

Rate due to a change in the PRIMCAN Index or Term CORRA shall be effective from and

including the effective date of such change in the PRIMCAN Index or Term CORRA,

respectively.

“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

10

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

determined in accordance with GAAP.

“Capital Stock” of any Person means any and all shares of corporate stock

(however designated) of, and any and all other Equity Interests and participations representing

ownership interests (including membership interests and limited liability company interests) in,

such Person.

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

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

currency.

“Cash Collateralize” means, in respect of a Letter of Credit or any obligation

hereunder, to provide and pledge cash collateral pursuant to Section 2.05(k), at a location and

pursuant to documentation in form and substance reasonably satisfactory to the Administrative

Agent and each Issuing Bank. “Cash Collateral”, “Cash Collateralized” and “Cash

Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds

of such cash collateral and other credit support.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or

insured by the United States of America or any agency thereof (provided that the full faith and

credit of the United States is pledged in support thereof) with maturities of not more than one

year from the date acquired; (b) time deposits and certificates of deposit with maturities of not

more than one (1) year from the date acquired issued by a United States federal or state chartered

commercial bank of recognized standing having capital and surplus in excess of $500 million,

and which bank or its holding company has a short-term commercial paper rating of at least A-1

or the equivalent by S&P or at least P-1 or the equivalent by Moody’s; and (c) investments in

money market funds (i) which mature not more than ninety (90) days from the date acquired and

are payable on demand, (ii) with respect to which there has been no failure to honor a request for

withdrawal, (iii) which are registered under the Investment Company Act, (iv) which have net

assets of at least $500,000,000 and (v) which maintain a stable share price of not less than One

Dollar ($1.00) per share and are either (A) directly and fully guaranteed or insured by the United

States of America or any agency thereof (provided that the full faith and credit of the United

States is pledged in support thereof) or (B) maintain a rating of at least A-2 or better by S&P and

are maintained with an investment fund manager that is otherwise acceptable at all times and

from time to time to the Administrative Agent in its sole discretion; provided that,

notwithstanding the foregoing, no asset, agreement, or investment maintained or entered into

with, or issued, guaranteed by, or administered by a Lender that has been a Defaulting Lender for

more than three (3) Business Days after notice to Borrower (which notice may be given by

telephone or e-mail) shall be a “Cash Equivalent” hereunder.

“Change in Control” means (a) the Borrower ceases to be advised by the

Investment Adviser or an Affiliate thereof; or (b) the Investment Adviser (or such Affiliate

thereof that advises the Borrower) shall fail to be a direct or indirect Subsidiary of Angelo,

Gordon & Co., L.P. or an Affiliate thereof.

11

“Change in Law” means the occurrence, after the date of this Agreement (or with

respect to a Person becoming a Lender by assignment or joinder after the date of this Agreement,

the effective date thereof), of (a) the adoption of any law, treaty or governmental rule or

regulation or any change in any law, treaty or governmental rule or regulation or in the

interpretation, administration or application thereof (regardless of whether the underlying law,

treaty or governmental rule or regulation was issued or enacted prior to the Effective Date), but

excluding proposals thereof, or any determination of a court or Governmental Authority, (b) any

guideline, request or directive by any Governmental Authority (whether or not having the force

of law) or any implementation rules or interpretations of previously issued guidelines, requests or

directives, in each case that is issued or made after the Effective Date (or with respect to a

Person becoming a Lender by assignment or joinder after the date of this Agreement, the

effective date thereof) or (c) compliance by any Lender (or its applicable lending office) or any

company Controlling such Lender with any guideline, request or directive regarding capital

adequacy or liquidity (whether or not having the force of law) of any such Governmental

Authority, in each case adopted after the Effective Date (or with respect to a Person becoming a

Lender by assignment or joinder after the date of this Agreement, the effective date thereof). For

the avoidance of doubt, all requests, rules, guidelines or directives concerning liquidity and

capital adequacy issued (i) by any United States regulatory authority under or in connection with

the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii)

by any Governmental Authority in connection with the implementation of the recommendations

of the Bank for International Settlements or the Basel Committee on Banking Regulations and

Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III or

Basel IV, shall in each case be deemed to be a “Change in Law”, regardless of the date adopted,

issued, promulgated or implemented.

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

Loan, or the Loans constituting such Borrowing, are (x) Syndicated Dollar Loans, Syndicated

Multicurrency Loans or Swingline Loans and/or (y) Extended Loans or Non-Extended Loans;

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

Multicurrency Lender and/or an Extending Lender or a Non-Extending Lender; and, when used

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

a Multicurrency Commitment. The “Class” of a Letter of Credit refers to whether such Letter of

Credit is a Dollar Letter of Credit or a Multicurrency Letter of Credit. Other than for purposes of

Sections 2.08(f), 2.09(a), 2.10(d), 2.17(c), 2.21 and the last paragraph of 9.02(b), Extending

Lenders and Non-Extending Lenders shall be treated as the same Class of Lenders and Extended

Loans and Non-Extended Loans shall be treated as the same Class of Loans

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

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

Agreement.

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

Guarantee and Security Agreement and the other Security Documents, and includes any

successor Collateral Agent thereunder.

12

“Collateral Pool” means, at any time, each Eligible Portfolio Investment that has

been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and

is subject to the Lien of the Guarantee and Security Agreement, and then only for so long as such

Portfolio Investment continues to be Delivered as contemplated therein and in which the

Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (as

defined in the Guarantee and Security Agreement) (subject to any Lien permitted by Section 6.02

hereof with respect to such Portfolio Investment); provided that in the case of any Portfolio

Investment in which the Collateral Agent has a first-priority perfected security interest (other

than, for a period of up to 7 days (or such longer period up to thirty (30) days as the

Administrative Agent and the Collateral Agent may agree in their respective sole discretion),

customary rights of setoff, banker’s lien, security interest or other like right upon deposit

accounts and securities accounts in which such Portfolio Investments are held) pursuant to a

valid Uniform Commercial Code filing, such Portfolio Investment may be included in the

Borrowing BaseCollateral Pool so long as all remaining actions to complete “Delivery” are

satisfied in full within 7 days of such inclusion (or such longer period up to thirty (30) days as

the Administrative Agent and the Collateral Agent may agree in their respective sole discretion).

“Combined Debt Amount” means, as of any date, (i) the aggregate Commitments

as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date)

plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in

the Guarantee and Security Agreement) and, without duplication, the aggregate amount of

unused and available commitments under any Designated Indebtedness (as such term is defined

in the Guarantee and Security Agreement).

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

Section 2.08(e).

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

Section 2.08(e).

“Commitment Termination Date” means the Extended Commitment Termination

Date or the relevant Non-Extended Commitment Termination Date, as applicable.

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

Multicurrency Commitments.

“Conforming Changes” means with respect to either the use or administration of

an initial Benchmark or the use, administration, adoption or implementation of any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the

definition of “Term Benchmark Rate”, the definition of “Alternate Base Rate”, the definition of

“Canadian Prime Rate”, the definition of “Business Day”, the definition of “Term Benchmark

Banking Day”, the definition of “U.S. Government Securities Business Day”, the definition of

“Interest Period” or any similar or analogous definition, 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

Section 2.15 and other technical, administrative or operational matters) that the Administrative

Agent decides in its reasonable discretion may be appropriate to reflect the adoption and

13

implementation of any such rate or to permit the use and 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 any such rate 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).

“Consolidated Asset Coverage Ratio” means the ratio, determined on a

consolidated basis for Borrower and its Subsidiaries, without duplication, of (a) the value of total

assets of the Borrower and its Subsidiaries, less all liabilities and indebtedness not represented

by senior securities to (b) the aggregate amount of senior securities representing indebtedness of

Borrower and its Subsidiaries (including any Indebtedness outstanding under this Agreement), in

each case as determined pursuant to the Investment Company Act and any orders of the SEC

issued to or with respect to Borrower thereunder, including any exemptive relief granted by the

Securities and Exchange CommissionSEC with respect to the indebtedness of any SBIC

Subsidiary or otherwise (including, for the avoidance of doubt, any exclusion of such

indebtedness in the foregoing calculation).

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

“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; provided, however, that. For the avoidance of doubt, “Control” shall not

include “negative” control or “blocking” rights whereby action cannot be taken without the vote

or consent of any Person.

“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled

foreign corporation” (within the meaning of Section 957 of the Code), (ii) a Subsidiary

substantially all the assets of which consist (directly or indirectly through one or more

flow-through entities) of Equity Interests and/or indebtedness treated as Equity Interests for U.S.

federal income tax purposes of one or more Subsidiaries described in clause (i) of this definition,

or (iii) an entity treated as disregarded for United States federal income tax purposes and

substantially all of the assets of which consist (directly or indirectly through one or more

flow-through entities) of the Equity Interests and/or indebtedness treated as Equity Interests for

U.S. federal income tax purposes of one or more Subsidiaries described in clause (i) or (ii) of

this definition.

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

published by the Bank of Canada (or any successor administrator of the Canadian Overnight

Repo Rate Average).

“CORRA Business Day” means any day (other than a Saturday or Sunday) on

which banks are open for business in Toronto, Canada.

14

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

Credit Exposures of all Lenders on such date plus (y) the aggregate amount of Other Covered

Indebtedness (including Permitted Convertible Indebtedness and Special Permitted Indebtedness

constituting Unsecured Shorter-Term Indebtedness) on such date minus (z) the LC Exposures

fully Cash Collateralized on such date pursuant to Section 2.05(k) and the last paragraph of

Section 2.09(a); provided that (A) Permitted Convertible Indebtedness and Special Permitted

Indebtedness constituting Unsecured Shorter-Term Indebtedness, (B) 50% of all Unsecured

Shorter-Term Indebtedness (other than Special Permitted Indebtedness) and (C) Unsecured

Longer-Term Indebtedness shall be excluded from the calculation of the Covered Debt Amount,

in each case, until the date that is nine (9) months prior to the scheduled maturity date of such

Indebtedness (provided that to the extent, but only to the extent, any portion of any such

Indebtedness is subject to a contractually scheduled amortization payment, other principal

payment or mandatory redemption (other than any conversion into Permitted Equity Interests)

earlier than six (6) months after the Extended Final Maturity Date (in the case of Unsecured

Longer-Term Indebtedness) or earlier than the original final maturity date of such Indebtedness

(in the case of Permitted Convertible Indebtedness, Special Permitted Indebtedness constituting

Unsecured Shorter-Term Indebtedness and other Unsecured Shorter-Term Indebtedness), such

portion of such Indebtedness shall be included in the calculation of the Covered Debt Amount

beginning upon the date that is the later of (i) 9 months prior to such scheduled amortization

payment, other principal payment or mandatory redemption and (ii) the date the Borrower

becomes aware that such Indebtedness is required to be paid or redeemed). For the avoidance of

doubt, for purposes of calculating the Covered Debt Amount, any Permitted Convertible

Indebtedness and Special Permitted Indebtedness that constitutes Unsecured Shorter-Term

Indebtedness that is included in the calculation of the Covered Debt Amount at any time will be

included at the then outstanding principal balance thereof.

“Currency” means Dollars or any Foreign Currency.

“Custodian” means The Bank of New York Mellon Trust Company, National

Association.

“Custodian Control Agreements” has the meaning assigned to such term in

Section 4.01(a)(vi).

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum

equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S.

Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government

Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S.

Government Securities Business Day, the U.S. Government Securities Business Day

immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the

SOFR Administrator on the SOFR Administrator’s Website. If by 5:00 p.m. (New York City

time) on the second (2nd) U.S. Government Securities Business Day immediately following any

SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been

published on the SOFR Administrator’s Website and a Benchmark Replacement Date with

respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR

Determination Date will be the SOFR as published in respect of the first preceding U.S.

Government Securities Business Day for which such SOFR was published on the SOFR

15

Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be

utilized for purposes of the calculation of Daily Simple SOFR for no more than three (3)

consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR

shall be effective from and including the effective date of such change in SOFR without notice to

the Borrower.

“Default” means any event or condition which constitutes an Event of Default or

which upon notice, lapse of time or both would, unless cured or waived, become an Event of

Default.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that, during

such Lender’s Availability Period as determined by the Administrative Agent (a) has failed to (i)

fund all or any portion of its Loans, participations in Letters of Credit or participations in

Swingline Loans within two Business Days of the date such Loans were required to be funded

hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that

such failure is the result of such Lender’s reasonable determination that one or more conditions

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

any, shall be specifically identified in detail in such writing) has not been satisfied or has not

otherwise been waived in accordance with the terms of this Agreement or (ii) pay to the

Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender any other amount

required to be paid by it hereunder (including in respect of its participation in Letters of Credit or

Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower,

the Administrative Agent, any Issuing Bank or any Swingline Lender in writing that it does not

intend to comply with its funding obligations hereunder, or has made a public statement to that

effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan

hereunder and states that such position is based on such Lender’s commercially reasonable

determination that a condition precedent to funding (which condition precedent, together with

the applicable default, if any, shall be specifically identified in detail in such writing or public

statement) cannot be satisfied), (c) has failed, within three Business Days after written request by

the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and

the Borrower that it will comply with its prospective funding obligations hereunder (provided

that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of

such written confirmation by Administrative Agent and Borrower), (d) Administrative Agent has

received notification that such Lender has become, or has a direct or indirect Parent Company

that is, (i) insolvent, or is generally unable to pay its debts as they become due, or admits in

writing its inability to pay its debts as they become due, or makes a general assignment for the

benefit of its creditors, (ii) other than via an Undisclosed Administration, the subject of a

bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee,

conservator, intervenor or sequestrator or the like, including the Federal Deposit Insurance

Corporation or any other state or federal regulatory authority acting in such a capacity, has been

appointed for such Lender or its direct or indirect Parent Company, or such Lender or its direct

or indirect Parent Company has taken any action in furtherance of or indicating its consent to or

acquiescence in any such proceeding or appointment or (iii) the subject of a Bail-In Action or (e)

a GBSA Lender with respect to which a GBSA Initial Notice has been given; provided that a

Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any

Equity Interest in that Lender or any direct or indirect Parent Company thereof by a

Governmental Authority or instrumentality so long as such ownership interest does not result in

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or provide such Lender with immunity from the jurisdiction of courts within the United States or

from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or

such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any

contracts or agreements made with such Lender. Any determination by the Administrative Agent

that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall

be conclusive and binding absent manifest error, and such Lender shall be deemed to be a

Defaulting Lender (subject to Section 2.19(b)) upon such determination (and the Administrative

Agent shall deliver written notice of such determination to the Borrower, each Issuing Bank and,

each Lender and each Swingline Lender).

“Designated Obligations” means all obligations of the Borrower with respect to

(a) principal of and interest on the Loans and (b) accrued and unpaid fees under the Loan

Documents.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other

disposition (including any sale and leaseback transaction) of any property by any Person (or the

granting of any option or other right to do any of the foregoing), including any sale, assignment,

transfer or other disposal, with or without recourse, of any notes or accounts receivable or any

rights and claims associated therewith; provided that the term “Disposition” or “Dispose” shall

not include the disposition of Investments originated by an Obligor and substantially

contemporaneously transferred to a Financing Subsidiary pursuant to a transaction not prohibited

hereunder.

“Dollar Commitment” means, with respect to each Dollar Lender, the

commitment of such Dollar Lender to make Syndicated Loans, and to acquire participations in

Letters of Credit and Swingline Loans, denominated in Dollars hereunder, during such Lender’s

Availability Period, expressed as an amount representing the maximum aggregate amount of

such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be

(a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased

from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The

initial amount of each Lender’s Dollar Commitment as of the First Amendment Effective Date is

set forth on Schedule 1.01(b), or in the Assignment and Assumption or Increasing Lender/

Joining Lender Agreement pursuant to which such Lender shall have assumed its Dollar

Commitment, as applicable, after the FirstSecond Amendment Effective Date. The aggregate

amount of the Lenders’ Dollar Commitments as of the FirstSecond Amendment Effective Date is

$200,000,000.

“Dollar Equivalent” means, on any date of determination, with respect to an

amount denominated in any Foreign Currency, the amount of Dollars that would be required to

purchase such amount of such Foreign Currency on the date two Business Days prior to such

date, based upon the spot selling rate at which the Administrative Agent or an Issuing Bank, as

applicable, offers to sell such Foreign Currency for Dollars in the Principal Financial Center for

such Foreign Currency at approximately 11:00 a.m., New York City time, for delivery two

Business Days later; provided that the Administrative Agent or such Issuing Bank, as applicable,

may obtain such spot rate from another financial institution designated by the Administrative

Agent or an 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 an Issuing Bank

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may use such spot rate quoted on the date as of which the foreign exchange computation is made

in the case of any Letters of Credit denominated in any Agreed Foreign Currency.

“Dollar LC Exposure” means, at any time, the sum of (a) the aggregate undrawn

amount of all outstanding Dollar Letters of Credit at such time plus (b) the aggregate amount of

all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or

on behalf of the Borrower at such time. The Dollar LC Exposure of any Lender at any time shall

be its Applicable Dollar Percentage of the total Dollar LC Exposure at such time. For all

purposes of this Agreement, if on any date of determination a Dollar Letter of Credit has expired

by its terms but any amount may still be drawn thereunder by reason of the operation of any rule

of law or uniform practices to which any Letter of Credit is subject (such as Rules 3.13 and 3.14

of the International Standby Practices) or any express term of the Letter of Credit, such Dollar

Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be

drawn.

“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 or Increasing Lender/Joining Lender Agreement that provides for it

to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any

such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or

otherwise in accordance with the terms hereof.

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

Commitments.

“Dollar Loan” means a Loan denominated in Dollars.

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

“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 the date on which the conditions specified in Section 4.01

are satisfied (or waived in accordance with Section 9.02), which date is November 17, 2023.

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"Eligible Portfolio Investments" has the meaning assigned to such term in

Section 5.13

"Equity Interests" means shares of capital stock, partnership interests,

membership interests in a limited liability company, beneficial interests in a trust or other equity

ownership interests or equivalents (however designated, including any instrument treated as

equity for U.S. federal income tax purposes) in a Person, and any warrants, options or other

rights entitling the holder thereof to purchase or acquire any such equity interest. As used in this

Agreement, “Equity Interests” shall not include convertible debt unless and until such debt has

been converted to any of the foregoing.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, and

the rules and regulations promulgated thereunder, each as amended or modified from time to

time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the

Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as

a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of

ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding

standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to

such Plan; (c) the incurrence by the Borrower or any of its ERISA Affiliates of any liability

under Title IV of ERISA, other than for PBGC premiums not yet due under ERISA Section

4007; (d) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a

trustee to administer any Plan or the occurrence of any event or condition which constitutes

grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to

administer, any Plan; (e) the incurrence by the Borrower or any of its ERISA Affiliates of any

liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer

Plan; (f) a notification that a Multiemployer Plan is insolvent; (g) the determination that any Plan

is considered an at-risk plan or that any Multiemployer Plan is endangered or is in critical status

within the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA, as

applicable; or (h) the taking of any action to terminate any Plan or Multiemployer Plan under

Section 4041 or 4041A of ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 8.09(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in

Section 8.09(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in

Section 8.09(d).

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“Erroneous Payment Return Deficiency” has the meaning assigned to it in

Section 8.09(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in

Section 8.09(d).

“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.

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

“Excluded Taxes” means any of the following Taxes imposed on or with respectto or required to

be withheld or deducted from a payment to the Administrative Agent, any Lender, any Issuing

Bank or any other recipient of any payment to be made by or on account of any obligation of the

Borrower hereunder, (a) Taxes imposed on (or measured by) such recipient’s net income

(however denominated), franchise Taxes and branch profits, in each case, (i) imposed 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) Other Connection Taxes, (b) in the case of a Lender,

any U.S. federal withholding taxes imposed on amounts payable to or for the account of such

Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in

effect on the date on which (i) at the time such Lender (other than an assignee pursuant to a

request by the Borrower under Section 2.18(b)) becomes a party to this Agreement (or otherwise

acquires an interest in a Loan or Commitment) or designates a new lending office, except in

each case to the extent that such Lender’s assignor or such Lender was entitled to receive

additional amounts from the Borrower with respect to such withholding tax pursuant to Section

2.16, at the time of such assignment or designation (other than to the extent such withholding is

as a result of a CAM Exchange), (c) Taxes attributable to such Lender’s or Issuing Bank’s

failure to comply with Section 2.16(f), (d) any U.S. federal backup withholding Taxes imposed

on payments made under any Loan Document, and (e) any withholding Taxes that are imposed

under FATCA.

“Extended Availability Period” means, with respect to the Commitments of each

Extending Lender, the period from and including the Effective Date to but excluding the earlier

of the Extended Commitment Termination Date and the date of termination of such

Commitments.

“Extended Commitment Termination Date” means, with respect to each

Extending Lender, August 16October 1, 20282029.

“Extended Final Maturity Date” means, with respect to each Extending Lender,

the earliest to occur of (a) August 16, 2029October 1, 2030 and (b) the date on which all

Commitments have been terminated and the aggregate amount of Loans outstanding has been

repaid in full and all other obligations of the Borrower hereunder have been indefeasibly paid in

full (other than any Unasserted Contingent Obligations that survive the termination of this

Agreement).

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“Extended Loans” means Loans or Borrowings of any Extending Lender.

“Extending Lender” means each Lender that is not a Non-Extending Lender.

“Extending Lender Applicable Margin” means, (i) with respect to any ABR Loan,

1.000.875% per annum and (ii) with respect to any Term Benchmark Loan, 2.00% per

annum.1.875% per annum; provided that (x) if the Borrowing Base (as of the most recently

delivered Borrowing Base Certificate) is greater than or equal to the product of 1.60 and the

Combined Debt Amount but less than the product of 2.00 and the Combined Debt Amount, the

Extending Lender Applicable Margin shall be (i) with respect to any ABR Loan, 0.750% per

annum and (ii) with respect to any Term Benchmark Loan, 1.750% per annum and (y) if the

Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is greater than or

equal to the product of 2.00 and the Combined Debt Amount, the Extending Lender Applicable

Margin shall be (i) with respect to any ABR Loan, 0.625% per annum and (ii) with respect to any

Term Benchmark Loan, 1.625% per annum. Any change in the Extending Lender Applicable

Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set

forth in any Borrowing Base Certificate shall be effective from and including the day

immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that if

any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then

from and including the day immediately succeeding the date on which such Borrowing Base

Certificate was required to be delivered, the Extending Lender Applicable Margin shall be the

Extending Lender Applicable Margin set forth herein without giving effect to the proviso herein

to and including the date on which the required Borrowing Base Certificate is delivered.

“Extraordinary Receipts” means any cash received by or paid to any Obligor on

account of any foreign, United States, state or local tax refunds, pension plan reversions,

judgments, proceeds of settlements or other consideration of any kind in connection with any

cause of action, condemnation awards (and payments in lieu thereof), indemnity payments

received not in the ordinary course of business and any purchase price adjustment received not in

the ordinary course of business in connection with any purchase agreement and proceeds of

insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity

Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary Receipts

shall not include any (x) amounts that the Borrower receives from the Administrative Agent or

any Lender pursuant to Section 2.16(g), or (y) cash receipts to the extent received from proceeds

of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or

payments in respect of judgments or settlements of claims, litigation or proceedings to the extent

that such proceeds, awards or payments are received by any Person in respect of any unaffiliated

third party claim against or loss by such Person and promptly applied to pay (or to reimburse

such Person for its prior payment of) such claim or loss and the costs and expenses of such

Person with respect thereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not

materially more onerous to comply with) and any current or future regulations promulgated

thereunder and official interpretations thereof and any foreign legislation implemented to give

21

effect to any intergovernmental agreements entered into thereunder and any agreements entered

into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average

(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds

transactions, as published on the next succeeding Business Day by the Federal Reserve Bank of

New York, or, if such rate is not so published for any day that is a Business Day, the average

(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such

transactions received by the Administrative Agent from three federal funds brokers of recognized

standing selected by it; provided that if the Federal Funds Effective Rate shall be less than zero,

such rate shall be deemed to be zero for the purposes of this Agreement.

“Federal Reserve Bank of New York’s Website” means the website of the Federal

Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Final Maturity Date” means (i) in the case of any Extending Lender, the

Extended Final Maturity Date and (ii) in the case of any Non-Extending Lender, such

Non-Extending Lender’s applicable Non-Extended Final Maturity Date.

“Financial Officer” means the chief financial officer, principal accounting officer,

treasurer or controller of the Borrower.

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

“First Amendment Effective Date” means August 16, 2024.

“Fitch” means Fitch Ratings Inc.

“Floor” means a rate of interest equal to zero percent (0.00%) per annum.

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

“Foreign Currency Equivalent” means, with respect to any amount denominated

in Dollars, the amount of any Foreign Currency that could be purchased with such amount of

Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term

“Dollar Equivalent”, as determined by the Administrative Agent.

“Foreign Lender” means any Lender that is not a United States Person.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is a Controlled

Foreign Corporation.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect

to any Issuing Bank, such Defaulting Lender’s (a) Applicable Dollar Percentage of the

outstanding Dollar LC Exposure and (b) Applicable Multicurrency Percentage of the outstanding

Multicurrency LC Exposure, in each case with respect to Letters of Credit issued by such Issuing

Bank other than Dollar LC Exposure or Multicurrency LC Exposure, as the case may be, as to

22

which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or

Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is engaged in making,

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit

in the ordinary course of its business.

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

America.

9.20.

9.20.

“GBSA” has the meaning assigned to such term in Section 9.20.

“GBSA Consultation Notice” has the meaning assigned to such term in Section

“GBSA Consultation Period” has the meaning assigned to such term in Section

“GBSA Final Notice” has the meaning assigned to such term in Section 9.20.

“GBSA Initial Notice” has the meaning assigned to such term in Section 9.20.

“GBSA Lender” has the meaning assigned to such term in Section 9.20.

“GBSA Obligations” has the meaning assigned to such term in Section 9.20.

“GICS” means, as of any date, the most recently published Global Industry

Classification Standard.

“GICS Industry Group Classification” means any industry group classification

within GICS, as updated and amended from time to time.

“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

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

23

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; and “Guaranteed” has a

meaning correlative thereto; provided that the term Guarantee shall not include (i) endorsements

for collection or deposit in the ordinary course of business or (ii) customary indemnification

agreements entered into in the ordinary course of business, provided that such indemnification

obligations are unsecured, such Person has determined that liability thereunder is remote and

such indemnification obligations are not the functional equivalent of the guaranty of a payment

obligation of the primary obligor. 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

provides 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 and Security

Agreement dated as of the Effective Date among the Borrower, the Administrative Agent, each

Subsidiary of the Borrower from time to time party thereto, each holder (or an authorized agent,

representative or trustee therefor) from time to time of any Secured Longer-Term Indebtedness

or Secured Shorter-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 as shall be 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).

“Hedging Agreement” means any interest rate protection agreement, foreign

currency exchange protection agreement, commodity price protection agreement, or other

interest or currency exchange rate or commodity price hedging arrangement.

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are

“designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood

that the Borrower may at any time change any such designation); provided that such designated

Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the

most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate

assets of such Subsidiaries and their respective Subsidiaries (on a consolidated basis) as of such

date do not exceed an amount equal to 5% of the consolidated assets of the Borrower and its

Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their

respective Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not

exceed an amount equal to 5% of the consolidated revenues of the Borrower and its Subsidiaries

for such period. As of the Second Amendment Effective Date, Twin Brook Equity XXXIII

Corp. and Twin Brook Equity XVIII Corp. are Immaterial Subsidiaries.

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

24

“Increasing Lender/Joining Lender Agreement” has the meaning assigned to such

term in Section 2.08(e).

“Indebtedness” of any Person means, without duplication, (a) all obligations of

such Person for borrowed money or with respect to deposits or advances of any kind, (b) all

obligations of such Person evidenced by bonds, debentures, notes or similar instruments

representing extensions of credit, (c) all obligations of such Person under conditional sale or

other title retention agreements relating to property acquired by such Person, (d) all obligations

of such Person in respect of the deferred purchase price of property or services (excluding

accounts payable and accrued expenses incurred in the ordinary course of business), (e) all

Indebtedness of others secured by any Lien on property owned or acquired by such Person,

whether or not the Indebtedness secured thereby has been assumed (with the amount of such

Indebtedness being the lower of the outstanding amount of such Indebtedness and the fair market

value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of

others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or

otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty

and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’

acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity

(including any partnership in which such Person is a general partner) to the extent such Person is

liable therefor as a result of such Person’s ownership interest in or other relationship with such

entity, except to the extent the terms of such Indebtedness provide that such Person is not liable

therefor. Notwithstanding the foregoing, “Indebtedness” shall not include (x) escrows or

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

Investment or fund the delayed draw, revolver, letter of credit or other unfunded portion of any

existing portfolio investment (including Portfolio Investments) or (z) uncalled capital or other

commitments of an Obligor in any joint venture as well as any letter or agreement requiring any

Obligor to provide capital to a joint venture or a lender to a joint venture.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or

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

Agreement, and (b) to the extent not otherwise described in (a), Other Taxes.

“Independent” when used with respect to any specified Person means that such

Person (a) does not have any direct financial interest or any material indirect financial interest in

the Borrower or any of its Subsidiaries or Affiliates (including its investment adviser or any

Affiliate thereof) and (b) is not connected with the Borrower or of its Subsidiaries or Affiliates

(including its investment adviser or any Affiliate thereof) as an officer, employee, promoter,

underwriter, trustee, partner, director or Person performing similar functions.

“Industry Classification Group” means (a) any of the GICS Industry Group

Classifications set forth in Schedule 1.01(c) hereto, together with any such group classifications

that may be subsequently added to GICS and provided by the Borrower to the Administrative

Agent, and (b) up to three additional industry group classifications established by the Borrower

pursuant to Section 5.12.

25

“Initial GBSA Termination Date” has the meaning assigned to such term in

Section 9.20.

"Interest Election Request" means a request by the Borrower to convert or continue a

Syndicated Borrowing in accordance with Section 2.07, which if in writing, shall be in a form approved

by the Administrative Agent and signed by the Borrower.

“Interest Payment Date” means (a) with respect to any Syndicated ABR Loan,

each Quarterly Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest

Period therefor and (c) with respect to any Swingline Loan, the day that such Loan is required to

be repaid.

“Interest Period” means, for any Term Benchmark 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 month or three months thereafter or, with

respect to such portion of any Term Benchmark Loan or Borrowing denominated in a Foreign

Currency that is scheduled to be repaid on the applicable Final Maturity Date, a period of less

than one month’s duration commencing on the date of such Loan or Borrowing and ending on

the applicable Final Maturity Date, as specified in the applicable Borrowing Request or Interest

Election Request; provided that, (i) if any Interest Period would end on a day other than a

Business Day, such Interest Period shall be extended to the next succeeding Business Day unless

such next succeeding Business Day would fall in the next calendar month, in which case such

Interest Period shall end on the next preceding Business Day, (ii) any Interest Period (other than

an Interest Period pertaining to a Term Benchmark Borrowing denominated in a Foreign

Currency that ends on the applicable Final Maturity Date that is permitted to be of less than one

month’s duration as provided in this definition) that commences on the last Business Day of a

calendar month (or on a day for which there is no numerically corresponding day in the last

calendar month of such Interest Period) shall end on the last Business Day of the last calendar

month of such Interest Period and (iii) no tenor that has been removed from this definition

pursuant to Section 2.13(e) shall be available for specification in such Borrowing Request or

notice of conversion or continuation unless or until it is reinstated pursuant to Section 2.13(e).

For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made

and thereafter shall be the effective date of the most recent conversion or continuation of such

Loan, and the date of a Syndicated Borrowing comprising Loans that have been converted or

continued shall be the effective date of the most recent conversion or continuation of such Loans.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes,

debentures or other securities of any other Person or any agreement to acquire any Equity

Interests, bonds, notes, debentures or other securities of any other Person (and any rights or

proceeds in respect of (x) any “short sale” of securities or (y) any sale of any securities at a time

when such securities are not owned by such Person); (b) deposits, advances, loans or other

extensions of credit made to any other Person (including purchases of property from another

Person subject to an understanding or agreement, contingent or otherwise, to resell such property

to such Person, but excluding any advances to employees, officers, directors, and consultants of

such Borrower or any of its Subsidiaries for expenses in the ordinary course of business); or

(c) Hedging Agreements.

26

“Investment Adviser” means AGTB Fund Manager, LLC, a Delaware limited

liability company.

“Investment Company Act” means the Investment Company Act of 1940, as

amended from time to time.

“Investment Policies” means the investment objectives, policies, restrictions and

limitations set forth in its Registration Statement, and as the same may be changed, altered,

expanded, amended, modified, terminated or restated from time to time in accordance with this

Agreement.

“Issuing Bank” means Truist, Goldman Sachs Bank USA, JPMorgan Chase

Bank, N.A., Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association and any other

Issuing Bank designated pursuant to Section 2.05(o), in their capacity as the issuers of Letters of

Credit hereunder, and their respective successors in such capacity as provided in Section 2.05(j).

In the case of any Letter of Credit to be issued in an Agreed Foreign Currency, such Issuing Bank

may designate any of its affiliates as the “Issuing Bank” for purposes of such Letter of Credit.

“Joint Lead Arrangers” means Truist Securities, Inc.Goldman Sachs Bank USA,

JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd., Wells

Fargo Bank, National Association and Barclays Bank PLC.

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a

Letter of Credit.

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

Multicurrency LC Exposure.

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

Unless the context otherwise requires, the term “Lenders” includes each Swingline Lender.

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

“Letter of Credit Collateral Account” has the meaning assigned to such term in

Section 2.05(k).

“Letter of Credit Documents” means, with respect to any Letter of Credit,

collectively, any application therefor and any other agreements, instruments, guarantees or other

documents (whether general in application or applicable only to such Letter of Credit) governing

or providing for (a) the rights and obligations of the parties concerned or at risk with respect to

such Letter of Credit or (b) any collateral security for any of such obligations, each as the same

may be modified and supplemented and in effect from time to time.

“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

27

or similar right of a third party with respect to such securities, except in favor of the issuer

thereof (and, for the avoidance of doubt, in the case of Investments that are loans or other debt

obligations, customary restrictions on assignments or transfers thereof pursuant to the underlying

documentation of such Investment shall not be deemed to be a “Lien” and in the case of

Investments that are securities, excluding customary drag-along, tag-along, right of first refusal,

restrictions on assignments or transfers, and other similar rights in favor of one or more equity

holders of the same issuer).

“Lien Restricted Investment” means a Portfolio Investment consisting of an

Obligor’s equity investment in an entity that holds Investments subject to underlying agreements

that restrict the granting of a direct Lien on such Investments; provided, that (a) there are no

greater restrictions or limitations in any material respect on the ability of the Borrower to

liquidate such entity or its Investments therein (including any material redemption restrictions or

penalties) and use the proceeds thereof than would be applicable if each Investment held by such

entity was held directly as a Portfolio Investment by the Borrower and (b) there is no leverage

employed by such entity.

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

Documents and the Security Documents.

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

Agreement.

“Losses” has the meaning assigned to such term in Section 9.03(b).

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

and X.

“Market Value Investments” has the meaning assigned to such term in

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

“Material Adverse Effect” means a material adverse effect on (a) the business,

Investments and other assets, liabilities or financial condition of the Borrower or the Borrower

and its Subsidiaries (other than Financing Subsidiaries) taken as a whole (excluding in any case a

decline in the net asset value of the Borrower or a change in general market conditions or values

of the Investments), or (b) the validity or enforceability of any of the Loan Documents or the

rights or remedies of the Collateral Agent, the Administrative Agent or the Lenders thereunder.

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of

Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries in an

aggregate principal amount exceeding $20,000,000 and (b) obligations in respect of one or more

Hedging Agreements under which the maximum aggregate amount (giving effect to any netting

agreements) that the Borrower and its Subsidiaries would be required to pay if such Hedging

Agreement(s) were terminated at such time would exceed $20,000,000.

“Minimum Collateral Amount” means, at any time, with respect to Cash

Collateral consisting of Cash or deposit account balances, an amount equal to 100% of the

28

Fronting Exposure of each Issuing Bank with respect to Letters of Credit issued and outstanding

at such time.

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

“Multicurrency Commitment” means, with respect to each Multicurrency Lender,

the commitment of such Multicurrency Lender to make Syndicated Loans, and to acquire

participations in Letters of Credit and Swingline Loans, denominated in Dollars and in Agreed

Foreign Currencies hereunder during such Multicurrency Lender’s Availability Period, expressed

as an amount representing the maximum aggregate amount of such Lender’s Revolving

Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased

from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time

pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of

each Lender’s Multicurrency Commitment as of the First Amendment Effective Date is set forth

on Schedule 1.01(b), or in the Assignment and Assumption or Increasing Lender/Joining Lender

Agreement pursuant to which such Lender shall have assumed its Multicurrency Commitment,

as applicable, after the FirstSecond Amendment Effective Date. The aggregate amount of the

Lenders’ Multicurrency Commitments as of the FirstSecond Amendment Effective Date is

$775,000,000.

“Multicurrency LC Exposure” means, at any time, the sum of (a) the aggregate

undrawn amount of all outstanding Multicurrency Letters of Credit at such time plus (b) the

aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet

been reimbursed by or on behalf of the Borrower at such time. The Multicurrency LC Exposure

of any Lender at any time shall be its Applicable Multicurrency Percentage of the total

Multicurrency LC Exposure at such time. For purposes of computing the amount available to be

drawn under any Multicurrency Letter of Credit, the amount of such Multicurrency Letter of

Credit shall be determined in accordance with Section 1.05. For all purposes of this Agreement,

if on any date of determination a Multicurrency Letter of Credit has expired by its terms but any

amount may still be drawn thereunder by reason of the operation of any rule of law or uniform

practices to which any Letter of Credit is subject (such as Rules 3.13 and 3.14 of the

International Standby Practices) or any express term of the Letter of Credit, such Multicurrency

Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be

drawn.

“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 or Increasing Lender/Joining Lender Agreement that

provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency

Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an

Assignment and Assumption.

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

Multicurrency Commitments.

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

Foreign Currency under the Multicurrency Commitments.

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“Multiemployer Plan” means a multiemployer plan as defined in Section

4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate contributes, is obligated to

contribute, or has any liability.

“Net Cash Proceeds” means:

(a)with respect to any Disposition by the Borrower or any of its Subsidiaries

(other than Financing Subsidiaries), or any Extraordinary Receipt received or paid to the

account of the Borrower or any of its Subsidiaries (other than Financing Subsidiaries) (in

each case, which requires a payment of the Loans under Section 2.10(d)), an amount

equal to (x) the sum of cash and Cash Equivalents received in connection with such

transaction (including any cash or Cash Equivalents received by way of deferred payment

pursuant to, or by monetization of, a note receivable or otherwise, but only as and when

so received) minus (y) the sum of (i) the principal amount of any Indebtedness that is

secured by the applicable asset and that is required to be repaid in connection with such

transaction (other than Indebtedness under the Loan Documents), (ii) the reasonable

out-of-pocket fees, costs and expenses incurred by the Borrower or such Subsidiary in

connection with such transaction, (iii) the Taxes paid or reasonably estimated to be

actually payable within two years of the date of the relevant transaction in connection

with such transaction; provided that, if the amount of any estimated Taxes pursuant to

this clause (iii) exceeds the amount of Taxes actually required to be paid in cash in

respect of such Disposition, the aggregate amount of such excess shall constitute Net

Cash Proceeds (as of the date the Borrower determines such excess exists), (iv) any

reasonable costs, fees, commissions, premiums and expenses incurred by the Borrower or

any of its Subsidiaries in connection with such Disposition and (v) reserves for

indemnification, purchase price adjustments or analogous arrangements reasonably

estimated by the Borrower or the relevant Subsidiary in connection with such

Disposition; provided, that if the amount of any estimated reserves pursuant to this clause

(v) exceeds the amount actually required to be paid in cash in respect of indemnification,

purchase price adjustments or analogous arrangements for such Disposition, the

aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the

Borrower determines such excess exists); and

(b)with respect to the sale or issuance of any Equity Interest by the Borrower

or any of its Subsidiaries (other than any Financing Subsidiary) (including, for the

avoidance of doubt, cash received by the Borrower or any of its Subsidiaries (other than

any Financing Subsidiaries) for the sale by the Borrower or such Subsidiary of any Equity

Interest of a Financing Subsidiary but specifically excluding any sale of any Equity

Interest by a Financing Subsidiary or cash received by a Financing Subsidiary in

connection with the sale of any Equity Interest), or the incurrence or issuance of any

Indebtedness by the Borrower or any of its Subsidiaries (other than Financing

Subsidiaries) (in each case, which requires a payment of the Loans under Section

2.10(d)), an amount equal to (x) the sum of the cash and Cash Equivalents received in

connection with such transaction minus (y) the sum of (i) reasonable out-of-pocket fees,

costs and expenses, incurred by the Borrower or such Subsidiary in connection therewith

plus (ii) any reasonable costs, fees, commissions, premiums, expenses, or underwriting

discounts or commissions incurred by the Borrower or any of its Subsidiaries in

connection with such sale or issuance.

30

“Net Revolving Exposure” means, at any time, the excess (if any) of (a) 5% of the

aggregate Unfunded Amount at such time over (b) the aggregate amount of Cash or Cash

Equivalents of the Obligors that is not included in the Borrowing Base at such time but in which

the Collateral Agent, on behalf of the Secured Parties (as such term is defined in the Guarantee

and Security Agreement), holds a first priority perfected security interest.

“Non-Consenting Lender” has the meaning assigned to such term in Section

9.02(d).

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

Lender at such time.

“Non-Extended Availability Period” means, with respect to each Non-Extending

Lender, the period from and including the Effective Date to but excluding the earlier of the

Non-Extended Commitment Termination Date for such Non-Extending Lender and the date of

termination of the Commitments.

“Non-Extended Commitment Termination Date” means, with respect to each

Non-Extending Lender, the Commitment Termination Date in effect for such Lender on the date

that such Lender became a Non-Extending Lender. The Non-Extended Commitment

Termination Date for each Non-Extending Lender shall be identified on Schedule 1.01(b).

“Non-Extended Final Maturity Date” means, with respect to each Non-Extending

Lender, the Final Maturity Date in effect for such Lender on the date that such Lender became a

Non-Extending Lender. The Non-Extended Final Maturity Date for each Non-Extending Lender

shall be identified on Schedule 1.01(b).

“Non-Extended Loans” means Loans or Borrowings of any Non-Extending

Lender.

“Non-Extending Lender” means any Lender that has not consented to extend the

Extended Commitment Termination Date and Extended Final Maturity Date pursuant to an

amendment to this Agreement; provided that, for the avoidance of doubt, there shall not be any

Non-Extending Lenders as of the Closing Date. Each Non-Extending Lender shall be identified

on Schedule 1.01(b).

“Non-Extending Lender Applicable Margin” means, with respect to any

Non-Extending Lender, the Applicable Margin in effect for such Lender on the date that such

Lender became a Non-Extending Lender. The Non-Extending Lender Applicable Margin for

each Non-Extending Lender shall be identified on Schedule 1.01(b).

“Non-Public Information” means material non-public information (within the

meaning of United States federal, state or other applicable securities laws) with respect to

Borrower or its Affiliates or their Securities.

“Note” means a promissory note made by the Borrower in favor of a Lender

evidencing Loans made by such Lender, in form and substance reasonably acceptable to the

Administrative Agent.

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

31

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

“Other Connection Taxes” means with respect to the Administrative Agent or any

Lender or any Issuing Bank, Taxes imposed by any jurisdiction by reason of the recipient having

any present or former connection with such jurisdiction (other than a connection arising from

executing, delivering, entering into, becoming a party to, performing its obligations under,

receiving any payment under, receiving or perfecting a security interest under, engaging in any

other transaction pursuant to or enforcing its rights under this Agreement or any other Loan

Document or selling or assigning an interest in any Loan or Loan Document).

“Other Covered Indebtedness” means, collectively, Secured Longer-Term

Indebtedness, Secured Shorter-Term Indebtedness, Unsecured Shorter-Term Indebtedness and

Unsecured Longer-Term Indebtedness; provided that Unsecured Longer-Term Indebtedness shall

not be included in Other Covered Indebtedness until the date that is nine months prior to the

maturity date of such Unsecured Longer-Term Indebtedness.

“Other Permitted Indebtedness” means (a) accrued expenses and current trade

accounts payable incurred in the ordinary course of any Obligor’s business which are not

overdue for a period of more than ninety (90) days or which are being contested in good faith by

appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising

in connection with transactions in the ordinary course of any Obligor’s business in connection

with its purchasing of securities, loans, derivatives transactions, reverse repurchase agreements

or dollar rolls to the extent such transactions are permitted under the Investment Company Act

and the Borrower’s Investment Policies (after giving effect to any Permitted Policy

Amendments), provided that such Indebtedness in connection with reverse repurchase

agreements or dollar rolls does not arise in connection with the purchase of Investments other

than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of

judgments or awards so long as such judgments or awards do not constitute an Event of Default

under clause (l) of Article VII.

“Other Taxes” means any and all present or future stamp, court or documentary,

intangible, recording, filing or similar Taxes arising from any payment made under any Loan

Document or from the execution, delivery, performance, registration or enforcement of, from the

receipt or perfection of a security interest under, or otherwise with respect to, any Loan

Document, excluding any such Taxes that are Other Connection Taxes resulting from an

assignment by any Lender in accordance with Section 9.04 hereof (unless such assignment is

made pursuant to Section 2.18(b)).

32

“Outbound Investment Rules” means the regulations codified at 31 C.F.R.§

850.101 et seq. and any related public guidance issued by the United States Treasury

Department.

“Parent Company” means, with respect to a Lender, the bank holding company

(as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person

owning, beneficially or of record, directly or indirectly, a majority of the outstanding Equity

Interests of such Lender.

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

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

“PATRIOT Act” shall mean United States Public Law 107-56, Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism (USA PATRIOT Act) Act of 2001, as amended from time to time, and the rules and

regulations promulgated thereunder from time to time in effect.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

“Periodic Term CORRA Determination Day” has the meaning specified in the

definition of “Term CORRA”.

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

definition of “Term SOFR”.

“Permitted Convertible Indebtedness” means Indebtedness incurred by an Obligor

that is convertible solely into Permitted Equity Interests of the Borrower.

“Permitted Equity Interests” means common stock of the Borrower that after its

issuance is not subject to any agreement between the holder of such common stock and the

Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate any such common stock.

“Permitted Indebtedness” means Permitted Convertible Indebtedness and any

other unsecured Indebtedness, in each case, incurred by an Obligor and designated by the

Borrower as “Permitted Indebtedness” in writing to the Administrative Agent.

“Permitted Liens” means (a) Liens imposed by any Governmental Authority for

Taxes, assessments or charges not yet due or that are being contested in good faith and by

appropriate proceedings if adequate reserves with respect thereto are maintained on the books of

the Borrower in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and

similar Liens incurred in the ordinary course of business; provided that such Liens (i) attach only

to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in

connection with such purchase or sale, and not any obligation in connection with margin

financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’,

storage and repairmen’s Liens and other similar Liens arising in the ordinary course of business

33

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 Liens imposed by the PBGC in respect of employee benefit plans

subject to Title IV of ERISA) or to secure public or statutory obligations; (e) Liens securing the

performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured

amounts, tenders, government or utility contracts (other than for the repayment of borrowed

money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred

in the ordinary course of business; (provided that all Liens on any Collateral included in the

Borrowing Base that are permitted pursuant to this clause (e) shall have a priority that is junior to

the Liens under the Security Documents; (f) Liens arising out of judgments or awards so long as

such judgments or awards do not constitute an Event of Default under clause (l) of Article VII;

(g) customary rights of setoff and liens upon (i) deposits of cash in favor of banks or other

depository institutions in which such cash is maintained in the ordinary course of business,

(ii) cash and financial assets held in securities accounts in favor of banks and other financial

institutions with which such accounts are maintained in the ordinary course of business and

(iii) assets held by a custodian in favor of such custodian in the ordinary course of business

securing payment of fees, indemnities and other similar obligations; (h) Liens arising solely from

precautionary filings of financing statements under the Uniform Commercial Code of the

applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its

Subsidiaries in the ordinary course of business; (i) deposits of money securing leases to which

Borrower is a party as lessee made in the ordinary course of business; (j) Liens in favor of any

escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in

connection with any letter of intent or purchase agreement (to the extent that the acquisition or

disposition with respect thereto is otherwise permitted hereunder); and (k) precautionary Liens

and filings of financing statements under the Uniform Commercial Code covering assets sold or

contributed to any Person in a transaction not prohibited hereunder.

“Permitted Policy Amendment” means any change, alteration, expansion,

amendment, modification, termination, restatement or replacement of the Investment Policies

that is one of the following: (a) approved in writing by the Administrative Agent (with the

consent of the Required Lenders), (b) required by applicable law, rule, regulation or

Governmental Authority, or (c) not materially adverse to the rights, remedies or interests of the

Lenders in the reasonable discretion of the Administrative Agent (for the avoidance of doubt, no

change, alteration, expansion, amendment, modification, termination or restatement of the

Investment Policies shall be deemed “materially adverse” if investment size proportionately

increases as the size of the Borrower’s capital base changes).

“Permitted SBIC Guarantee” means a guarantee by the Borrower of Indebtedness

of an SBIC Subsidiary on the SBA’s then applicable form (or the applicable form at the time

such guarantee was entered into), provided that the recourse to the Borrower thereunder is

expressly limited only to periods after the occurrence of an event or condition that is an

impermissible change in the control of such SBIC Subsidiary (it being understood that, as

34

provided in clause (s) 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, vessel or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302

of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were

terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in

Section 3(5) of ERISA, or with respect to which any of the Borrower or any ERISA Affiliate

thereof has any direct or indirect liability, contingent or otherwise.

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

“Portfolio Investment” means any Investment held by the Obligors in their asset

portfolio (and, solely for purposes of determining the Borrowing Base and compliance with

Section 6.07(e), Cash and Cash Equivalents).

“Prime Rate” means the Prime Rate as quoted in the print edition of The Wall

Street Journal, Money Rates Section.

“Principal Financial Center” means, in the case of any Currency, the principal

financial center where such Currency is cleared and settled, as determined by the Administrative

Agent.

“Prohibited Assignees and Participants Side Letter” means that certain Side

Letter, dated as of the Effective Date, between the Borrower and the Administrative Agent.

“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.

“Public Lender” means Lenders that do not wish to receive Non-Public

Information with respect to the Borrower or any of its Subsidiaries or their Securities.

“Quarterly Dates” means the last Business Day of March, June, September and

December in each year, commencing in December 2023.

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

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

“Registration Statement” means the Registration Statement filed by the Borrower

with the SEC on November 16, 2022.

“Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of

the Board, as the same may be modified and supplemented and in effect from time to time.

35

“Related Parties” means, with respect to any specified Person, such Person’s

Affiliates and the respective partners, directors, officers, managers, employees, agents, advisers

and other representatives of such Person and such Person’s Affiliates.

“Relevant Asset Coverage Ratio” means, as of any date, the Consolidated Asset

Coverage Ratio as of the most recent Quarterly Date.

“Relevant Governmental Body” means (a) with respect to a Benchmark

Replacement in respect of obligations, interest, fees, commissions or other amounts owing

hereunder denominated in, or calculated with respect to, Dollars, the Board and/or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or

the Federal Reserve Bank of New York or, in each case, any successor thereto and (b) with

respect to a Benchmark Replacement in respect of obligations, interest, fees, commissions or

other amounts owing hereunder denominated in, or calculated with respect to, Canadian Dollars,

the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada or

any successor thereto.

“Relevant Test Period” has the meaning assigned to such term in Section 5.13.

“Required Lenders” means, at any time, Lenders having Revolving Credit

Exposures and unused Commitments representing more than 50% of the sum of the total

Revolving Credit Exposures and unused Commitments at such time; provided that the Revolving

Credit Exposures and unused Commitments of any Defaulting Lender shall be disregarded in the

determination of Required Lenders. The Required Lenders of a Class (which shall include the

terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means, at any time,

Lenders having Revolving Credit Exposures and unused Commitments of such Class

representing more than 50% of the sum of the total Revolving Credit Exposures and unused

Commitments of such Class at such time; provided that the Revolving Credit Exposure and

unused Commitments of any Defaulting Lenders shall be disregarded in the determination of the

Required Lenders of a Class or the Required Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial

officer, treasurer, assistant treasurer or controller of an Obligor. Any document delivered

hereunder that is signed by a Responsible Officer of an Obligor shall be conclusively presumed

to have been authorized by all necessary corporate, partnership and/or other action on the part of

such Obligor and such Responsible Officer shall be conclusively presumed to have acted on

behalf of such Obligor.

“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

36

Borrower; provided, for the avoidance of doubt, neither the conversion nor the settlement of

convertible debt into capital stock nor the purchase, redemption, retirement, acquisition,

cancellation or termination of convertible debt made solely with capital stock (other than interest

or expenses or fractional shares, which may be payable in cash) shall be a Restricted Payment

hereunder.

“Return of Capital” means (a) any net cash amount received by any Obligor in

respect of the outstanding principal of any Investment (whether at stated maturity, by

acceleration or otherwise), (b) without duplication of amounts received under clause (a), any net

cash proceeds received by any Obligor from the sale of any property or assets pledged as

collateral in respect of any Investment to the extent such net cash proceeds are less than or equal

to the outstanding principal balance of such Investment, (c) any net cash amount received by any

Obligor in respect of any Investment that is an Equity Interest (x) upon the liquidation or

dissolution of the issuer of such Investment, (y) as a distribution of capital made on or in respect

of such Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the

issuer of such Investment or pursuant to the reorganization of such issuer or (d) any similar

return of capital received by any Obligor in cash in respect of any Investment (in the case of

clauses (a), (b), (c) and (d), net of any fees, costs, expenses and taxes payable with respect

thereto).

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

sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and

Revolving Multicurrency Credit Exposure at such time.

“Revolving Dollar Credit Exposure” means, with respect to any Lender at any

time, the sum of the outstanding principal amount of such Lender’s Syndicated Loans, and its LC

Exposure and Swingline Exposure, at such time made or incurred under the Dollar

Commitments.

“Revolving Multicurrency Credit Exposure” means, with respect to any Lender at

any time, the sum of the outstanding principal amount of such Lender’s Syndicated Loans, and

its LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency

Commitments.

“RIC” means a person qualifying for treatment as a “regulated investment

company”, as defined in Section 851 of the Code.

“S&P” means S&P Global Ratings or any successor thereto.

“Sanctioned Country” means, at any time, a country, territory or region that is the

subject or the target of country-wide or territory-wide Sanctions broadly prohibiting dealings

with such country, territory or region (as of the FirstSecond Amendment Effective Date, Cuba,

Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic and non-government-controlled areas of the

Zaporizhzhia and Kherson Regions of Ukraine).

“Sanctioned Person” means, at any time, (a) any Person listed in any

Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control

37

of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations

Security Council, the European Union, any European Union member state, His Majesty’s

Treasury of the United Kingdom or any other relevant sanctions authority or subject to or the

subject or target of Sanctions, (b) any Person located, organized or resident in a Sanctioned

Country or (c) any Person owned 50% (fifty percent) or more, individually or in the aggregate,

directly or indirectly, or controlled by any such Person or Persons described in the foregoing

clause (a) or (b). For purposes of this definition, “Person” shall include a vessel.

“Sanctions” means all economic or financial sanctions or trade embargoes

imposed, administered or enforced from time to time by the United States of America (including

the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S.

Department of State), the United Nations Security Council, the European Union or any member

state thereof, His Majesty’s Treasury of the United Kingdom or any other relevant sanctions

authority.

“SBA” means the United States Small Business Administration or any

Governmental Authority succeeding to any or all of the functions thereof.

“SBIC Equity Commitment” means a commitment by the Borrower to make one

or more capital contributions to an SBIC Subsidiary.

“SBIC Subsidiary” means any direct or indirect Subsidiary (including such

Subsidiary’s general partner or managing entity to the extent that the only material asset of such

general partner or managing entity is its equity interest in the SBIC Subsidiary) of the Borrower

licensed as a small business investment company under the Small Business Investment Act of

1958, as amended, (or that has applied for such a license and is actively pursuing the granting

thereof by appropriate proceedings promptly instituted and diligently conducted) and which is

designated by the Borrower (as provided below) as an SBIC Subsidiary, so long as (a) no portion

of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary: (i) is

Guaranteed by any Obligor (other than a Permitted SBIC Guarantee or analogous commitment),

(ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity

Commitment or Permitted SBIC Guarantee or analogous commitment), or (iii) subjects any

property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction

thereof, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness,

and (b) no Obligor has any obligation to maintain or preserve such Subsidiary’s financial

condition or cause such entity to achieve certain levels of operating results (other than in respect

of any SBIC Equity Commitment or Permitted SBIC Guarantee or analogous commitment). Any

such designation by the Borrower shall be effected pursuant to a certificate of a Financial Officer

delivered to the Administrative Agent, which certificate shall include a statement to the effect

that, to the best of such officer’s knowledge, such designation complied with the foregoing

conditions.

“SEC” means the United States Securities and Exchange Commission or any

successor thereto.

“Second Amendment Effective Date” means October 1, 2025.

38

“Secured Longer-Term Indebtedness” means Indebtedness (other than

Indebtedness hereunder) of any Obligor that (a) has no scheduled amortization prior to, and a

final maturity date not earlier than, six months after the Extended Final Maturity Date (it being

understood that none of: (w) the conversion features under convertible notes into Permitted

Equity Interests; (x) under convertible notes (as well as the triggering of such conversion and/or

settlement thereof; or (y) any cash payment made in respect thereof, shall solely with Permitted

Equity Interests, except in the case of interest expenses or fractional shares (which may be

payable in Cash or Cash Equivalents)) shall not constitute “amortization” or a “final maturity

date” for purposes of this clause (a)), (b) is incurred pursuant to documentation containing (i)

financial covenants, covenants governing the borrowing base, if any, portfolio valuations and

events of default (other than events of default customary in indentures or similar instruments that

have no analogous provisions in this Agreement or credit agreements generally) that are no more

restrictive on the Borrower and its Subsidiaries than those set forth in this Agreement and (ii)

other terms (other than interest) that are no more restrictive in any material respect upon the

Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in this

Agreement (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 Capital Stock

of the Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to

its Capital Stock or (y) arising out of circumstances that would constitute a “fundamental

change” (as such term is customarily defined in convertible note offerings) or an Event of

Default under this Agreement shall not be deemed to be more restrictive for purposes of this

definition); provided that, upon the Borrower’s written request in connection with the incurrence

of any Secured Longer-Term Indebtedness that otherwise would not meet the requirements of

this clause (b), the Borrower and the Administrative Agent (on behalf of the Lenders) shall

promptly enter into a written amendment to the Loan Documents making changes necessary such

that the financial covenants, covenants governing the borrowing base, if any, portfolio

valuations, events of default (other than events of default customary in indentures or similar

instruments that have no analogous provisions in this Agreement or credit agreements generally)

or other terms, as applicable, in this Agreement shall be as restrictive as such covenants in the

Secured Longer-Term Indebtedness (or in the case of such other terms, as restrictive in all

material respects) or (c) ranks pari passu with Indebtedness under this Agreement and is secured

by a lien on the collateralCollateral and the holder of such lien has enterentered into a joinder

agreement to the Security Documents.

“Secured Shorter-Term Indebtedness” means (a) any Indebtedness of an Obligor

that is secured by any assets of any Obligor and that does not constitute Secured Longer-Term

Indebtedness and that is not secured by any assets of any Obligor other than pursuant to this

Agreement or the Security Documents and the holders of which (or an authorized agent,

representative or trustee of such holders) have either executed (i) a joinder agreement to the

Guarantee and Security Agreement or (ii) such other document or agreement, in a form

reasonably satisfactory to the Administrative Agent and the Collateral Agent, pursuant to which

the holders (or an authorized agent, representative or trustee of such holders) of such Secured

Shorter-Term Indebtedness shall have become a party to the Guarantee and Security Agreement

and assumed the obligations of a Financing Agent or Designated Indebtedness Holder (in each

case, as defined in the Guarantee and Security Agreement), and (b) any Indebtedness that is

designated as “Secured Shorter-Term Indebtedness” pursuant to Section 6.11(a).

39

“Securities” means common and preferred stock, units and participations, member

interests in limited liability companies, partnership interests in partnerships, notes, bonds,

debentures, trust receipts and other obligations, instruments or evidences of indebtedness,

including debt instruments of public and private issuers and tax-exempt securities (including

warrants, rights, put and call options and other options relating thereto, representing rights, or

any combination thereof) and other property or interests commonly regarded as securities or any

form of interest or participation therein.

“Security Documents” means, collectively, the Guarantee and Security

Agreement, all Uniform Commercial Code financing statements filed with respect to the security

interests in personal property created pursuant to the Guarantee and Security Agreement and all

other assignments, pledge agreements, security agreements, control agreements and other

instruments executed and delivered on or after the Effective Date 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 Bank Loan Investment" has the meaning assigned to such term in Section

5.13

“Shareholders’ Equity” means, at any date, the amount determined on a

consolidated basis, without duplication, in accordance with GAAP, of shareholders equity for the

Borrower and its Subsidiaries at such date.

“SOFR” means a rate per annum equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a

successor administrator of the secured overnight financing rate).

“SPE Subsidiary” means

(a)a direct or indirect Subsidiary of the Borrower to which any Obligor sells,

conveys or otherwise transfers (whether directly or indirectly) Portfolio Investments,

Cash or Cash Equivalents, or which owns Portfolio Investments, Cash or Cash

Equivalents, and that engages in no material activities other than in connection with the

purchase, holding, disposition or financing of such assets and which is designated by the

Borrower (as provided below) as an SPE Subsidiary, so long as:

(i)no portion of the Indebtedness or any other obligations (contingent

or otherwise) of which (i) is Guaranteed by any Obligor (other than Guarantees in respect

of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in

any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any

property of any Obligor, directly or indirectly, contingently or otherwise, to the

satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any

Guarantee thereof,

40

(ii)no Obligor has any material contract, agreement, arrangement or

understanding with such Subsidiary other than on terms, taken as a whole, not materially

less favorable to such Obligor than those that might be obtained at the time from Persons

that are not Affiliates of any Obligor, other than fees payable in the ordinary course of

business in connection with servicing receivables, and

(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 SPE Subsidiary, so long as:

(i)such passive holding company is the direct parent of a SPE

Subsidiary referred to in clause (a);

(ii)such passive holding company engages in no activities and has no

assets or liabilities (other than in connection with the transfer of assets to and from a SPE

Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a

SPE Subsidiary referred to in clause (a)) or liabilities;

(iii)no Obligor has any contract, agreement, arrangement or

understanding with such passive holding company; 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 SPE 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. Each Subsidiary of an SPE Subsidiary shall be deemed to be an SPE Subsidiary and

shall comply with the foregoing requirements of this definition.

As of the Second Amendment Effective Date, Twin Brook Capital Funding

XXXIII ASPV, LLC and, Twin Brook Capital Funding XXXIII MSPV, LLC and Twin Brook

CLO 2024-1 LLC are SPE Subsidiaries.

“Special Equity Interest” means any Equity Interest that is subject to a Lien in

favor of creditors of the issuer of such Equity Interest provided that (a) such Lien was created to

secure Indebtedness owing by such issuer or any of its Subsidiaries (as defined without giving

effect to the penultimate sentence of the definition of such term) to such creditors, (b) such

Indebtedness was (i) in existence and already secured by such Lien at the time the Obligors

acquired such Equity Interest, or (ii) incurred or assumed by such issuer and secured by such

Lien substantially contemporaneously with such acquisition or (iii) already subject to a Lien

granted to such creditors and (c) unless such Equity Interest is not intended to be included in the

41

Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of

such Equity Interest in the Collateral.

“Special Permitted Indebtedness” means any Permitted Indebtedness that has no

scheduled amortization prior to, and a final maturity date not earlier than, the Extended Final

Maturity Date (it being understood that none of (a) the conversion features under convertible

notes into Permitted Equity Interests, (b) under convertible notes (as well as the triggering of

such conversion and/or settlement thereof or (c) any cash payment made in respect thereof,

shallsolely with Permitted Equity Interests, except in the case of interest expenses or fractional

shares (which may be payable in Cash or Cash Equivalents)) shall not constitute “amortization”

hereunder).

“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 dilutive events or misrepresentations (in each case unrelated to

the collectability of the assets sold or the creditworthiness of the associated account debtors),

(c)representations, warranties, covenants and indemnities (together with any related

performance guarantees) of a type that are reasonably customary in transactions involving

bankruptcy remote special purpose entities, including accounts receivable securitizations,

collateralized loan obligations or securitizations of financial assets, (d) obligations (together with

any related performance guarantees) under any bad boy guarantee and (e) solely to the extent

permitted to be incurred pursuant to Section 6.01(n), obligations under any guarantee of any

make-whole premium.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of

which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date,

as well as any other corporation, limited liability company, partnership, association or other

entity (a) of which securities or other ownership interests representing more than 50% of the

equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than

50% of the general partnership interests are, as of such date, owned, controlled or held, or

(b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the

parent or by the parent and one or more subsidiaries of the parent. Anything herein to the

contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an

Investment held by the Borrower or any of its Subsidiaries in the ordinary course of business and

that is not, under GAAP, consolidated on the financial statements of the Borrower and its

Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

“Subsidiary Guarantor” means any Subsidiary that is a Subsidiary Guarantor

under the Guarantee and Security Agreement. It is understood and agreed that no Financing

Subsidiary, Immaterial Subsidiary, Foreign Subsidiary or Subsidiary of a Foreign Subsidiary

shall be a Subsidiary Guarantor.

“Swingline Exposure” means, at any time, the aggregate principal amount of all

Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time

42

shall be the sum of (a)(i) its Applicable Dollar Percentage of the total Swingline Exposure at

such time incurred under the Dollar Commitments and (ii) its Applicable Multicurrency

Percentage of the total Swingline Exposure at such time incurred under the Multicurrency

Commitments (excluding, for purpose of this clause (a), in the case of any Lender that is a

Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent

that the other Lenders under such Lender’s Class shall not have funded their participations in

such Swingline Loans), adjusted, in each case, to give effect to any reallocation under

Section 2.19 of the Swingline Exposure of Defaulting Lenders in effect at such time, plus (b) in

the case of any Lender that is a Swingline Lender, the aggregate principal amount of all

Swingline Loans made by such Lender outstanding at such time, less the amount of

participations funded by the other Lenders under such Lender’s Class in such Swingline Loans.

“Swingline Lender” means Truist, Goldman Sachs Bank USA, JPMorgan Chase

Bank, N.A., Morgan Stanley Bank, N.A and Wells Fargo Bank, National Association, in their

capacity as lenders of Swingline Loans hereunder, and their successors in such capacity as

provided in Section 2.04(d).

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

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

such Loan is, or the Loans constituting such Borrowing are, made pursuant to Section 2.01.

“Taxes” means any and all present or future taxes, levies, imposts, duties,

deductions, 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 Benchmark”, 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 Term Benchmark Rate.

“Term Benchmark Banking Day” means for Term Benchmark Loans, Term

Benchmark Borrowings or interest, fees, commissions or other amounts denominated in, or

calculated with respect to:

(a)Dollars, a U.S. Government Securities Business Day; and

(b)Canadian Dollars, any day (other than a Saturday or Sunday) on which banks are

open for business in Toronto, Canadaa CORRA Business Day.

“Term Benchmark Rate” means, for any Interest Period:

(a)in the case of Term Benchmark Borrowings denominated in Dollars, Term SOFR

for such Interest Period; and

(b)in the case of Term Benchmark Borrowings denominated in Canadian Dollars,

Term CORRA for such Interest Period;

43

provided that, in each case, if such rate for any Currency is less than zero, such rate shall

be deemed to be zero for purposes of this Agreement.

“Term CORRA” means, for any calculation with respect to a Term Benchmark

Loan denominated in CAD for any Interest Period, the sum of (i) the applicable Term CORRA

Credit Adjustment Spread for such Interest Period and (ii) the Term CORRA Reference Rate for

a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term

CORRA Determination Day”) that is two (2) Term Benchmark Business Days prior to the first

day of such Interest Period, as such rate is published by the Term CORRA Administrator and is

displayed on a screen or other information service, as identified or selected by the Administrative

Agent (the “CAD Screen Rate”); provided, however, that if as of 1:00 p.m. (Toronto time) on

any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the

applicable tenor has not been published by the Term CORRA Administrator and a Benchmark

Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then

Term CORRAclause (ii) of this definition will be the Term CORRA Reference Rate for such

tenor as published by the Term CORRA Administrator on the first preceding Term Benchmark

Business Day for which such Term CORRA Reference Rate for such tenor was published by the

Term CORRA Administrator so long as such first preceding Term Benchmark Business Day is

not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day;

provided, further, that if Term CORRA determined as provided above (including pursuant to the

proviso) shall ever be less than zero, then Term CORRA shall be deemed to be zero.

“Term CORRA Administrator” means Candeal Benchmark Administration

Services Inc., TSX Inc., or any successor administrator of the Term CORRA Reference Rate

selected by the Administrative Agent in its reasonable discretion.

“Term CORRA Credit Adjustment Spread” means, with respect to Term

Benchmark Loans denominated in CAD, (a) with an Interest Period of one month, 0.29547% and

(b) with an Interest Period of three months, 0.32138%.

“Term CORRA Reference Rate” means the forward-looking term rate based on

CORRA.

“Term SOFR” means,

(a)for  any  calculation  with  respect  to  any  Term  Benchmark  Loan

denominated in Dollars for any Interest Period, the sum of (i) the Term SOFR Credit Adjustment

Spread and (ii) 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, 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 Benchmark

Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term

SOFRclause (a)(ii) of this definition 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

44

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 any ABR Loan on any day, the sum of

(i) the Term SOFR Credit Adjustment Spread and (ii) the Term SOFR Reference Rate for a tenor

of one month on the day (such day, the “Base Rate 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 that if as of 5:00 p.m. (New York City time) on any Base

Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor

has not been published by the Term SOFR Administrator and a Benchmark Replacement Date

with respect to the Term SOFR Reference Rate has not occurred, then Term SOFRclause (b)(ii)

of this definition 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 Base Rate Term SOFR

Determination Day;

provided, that if Term SOFR determined as provided above (including pursuant to the proviso

under clause (a) or (b) above) shall ever be less than zero, then Term SOFR shall be deemed to

be zero.

“Term SOFR Administrator” means the 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 Credit Adjustment Spread” means 0.10%.

“Term SOFR Reference Rate” means the forward-looking term rate based on

SOFR.

“Termination Date” means the earliest to occur of (i) the Extended Final Maturity

Date, (ii) the date of the termination of the Commitments in full pursuant to Section 2.08(c), or

(iii) the date on which the Commitments are terminated pursuant to Article VII.

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

“TestingQuarter”hasthemeaningassignedtosuchtermin

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

“Total Assets” means, as of any date of determination, the value of the total assets

of the Obligors (which, for the avoidance of doubt, shall include the aggregate value of the

Equity Interests in the Financing Subsidiaries held by the Obligors), less all liabilities and

indebtedness of the Obligors not represented by senior securities, in each case, as of such date of

determination.

45

“Total Assets Concentration Limitation” means, as of any date of determination,

the amount by which the aggregate value of Equity Interests in Financing Subsidiaries held by

the Obligors as of such date of determination exceeds 15% of the Total Assets as of such date of

determination.

“Total Secured Debt” means, as of any date of determination, the aggregate

amount of senior securities representing secured indebtedness of the Obligors as of such date of

determination.

“Transactions” means the execution, delivery and performance by the Borrower

of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the

proceeds thereof and the issuance of Letters of Credit under this Agreement.

“Truist” means Truist Bank.

“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 Term Benchmark Rate or the Alternate Base Rate.

“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.

“Unadjusted Benchmark Replacement” means the applicable Benchmark

Replacement excluding the related Benchmark Replacement Adjustment.

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

“Underlying Obligor Interest Coverage Ratio” has the meaning assigned to such

term in Section 5.13.

“Underlying Obligor Net Senior Leverage Ratio” has the meaning assigned to

such term in Section 5.13.

“Undisclosed Administration” means, in relation to a Lender, the appointment of

an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar

official by a supervisory authority or regulator under or based on the law in the country where

such Lender is subject to home jurisdiction supervision if applicable law requires that such

appointment is not to be publicly disclosed.

“Unfunded Amount” means, with respect to any Portfolio Investment with an

unfunded commitment, including any revolving loan or delayed draw term loan, as of any date of

46

determination, the unfunded commitment of any Obligor at such time with respect to such

Portfolio Investment.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect

from time to time in the State of New York.

“United States Person” means any Person that is a “United States Person” as

defined in Section 7701(a)(30) of the Code.

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

“Unrestricted Cash” means, as of any date of determination, all Cash and

CashEquivalents of the Borrower and its Subsidiaries that is available for use for general

corporate purposes and not held in any reserve account or legally or contractually restricted for

any particular purposes or included in the borrowing base for any senior indebtedness of the

Borrower and its Subsidiaries (including the Borrowing Base); provided that any Cash and Cash

Equivalents of any Subsidiary of the Borrower that is not an Obligor may be included in the

borrowing base (or otherwise subject to a Lien) under any senior indebtedness to which such

Subsidiary is a party so long as such Subsidiary shall be permitted to distribute such Cash or

Cash Equivalents to an Obligor within 30 days of such date.

“Unsecured Longer-Term Indebtedness” means unsecured Indebtedness of any

Obligor (which may be Guaranteed by one or more other Obligors) that (a) has no amortization

prior to, and a final maturity date not earlier than, six months after the Extended Final Maturity

Date (it being understood that (A) none of: (w) the conversion features under convertible notes

into Permitted Equity Interests; (x) under convertible notes (as well as the triggering of such

conversion and/or settlement thereof; or (y) any cash payment made in respect thereof, shall

solely with Permitted Equity Interests, except in the case of interest expenses or fractional shares

(which may be payable in Cash or Cash Equivalents)) shall not constitute “amortization” or a

“final maturity date” for purposes of this definition); and (B) any mandatory amortization that is

contingent upon the happening of an event that is not certain to occur (including a change of

control or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness for

purposes of this clause (a), (b) is incurred pursuant to terms that are substantially comparable to

market terms for substantially similar debt of other similarly situated borrowers as reasonably

determined in good faith by the Borrower or, if such transaction is not one in which there are

market terms for substantially similar debt of other similarly situated borrowers, on terms that

are negotiated in good faith on an arm’s length basis (except, in each case, other than financial

covenants and events of default (other than events of default customary in indentures or similar

instruments that have no analogous provisions in this Agreement or credit agreements generally),

which shall be no more restrictive upon the Borrower and its Subsidiaries, while any Loans or

the Commitments are outstanding, than those set forth in the Loan Documents; provided that,

upon the Borrower’s written request in connection with the incurrence of any Unsecured

Longer-Term Indebtedness that otherwise would not meet the requirements set forth in this

parenthetical of this clause (b), the Borrower and the Administrative Agent (on behalf of the

Lenders) shall promptly enter into a written amendment to the Loan Documents making such

changes necessary such that the financial covenants and events of default, as applicable, in this

Agreement shall be as restrictive as such provisions in the Unsecured Longer-Term

47

Indebtedness) (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 Capital

Stock of the Borrower or the failure of the Borrower to satisfy a continued listing rule with

respect to its Capital Stock or (y) arising out of circumstances that would constitute a

“fundamental change” (as such term is customarily defined in convertible note offerings) or be

Events of Default under this Agreement shall not be deemed to be more restrictive for purposes

of this definition) and (c) is not secured by any assets of any Obligor. For the avoidance of doubt

the conversion of all or any portion of any Permitted Convertible Indebtedness constituting

Unsecured Longer-Term Indebtedness into Permitted Equity Interests in accordance with Section

6.12(a), shall not cause such Indebtedness to be designated as Unsecured Shorter-Term

Indebtedness hereunder.

“Unsecured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness

of an Obligor that is not secured by any assets of any Obligor and that does not constitute

Unsecured Longer-Term Indebtedness and (b) any Indebtedness that is designated as “Unsecured

Shorter-Term Indebtedness” pursuant to Section 6.11(a).

“U.S. Government Securities” means securities that are direct obligations of, and

obligations the timely payment of principal and interest on which is fully guaranteed by, the

United States or any agency or instrumentality of the United States the obligations of which are

backed by the full faith and credit of the United States and in the form of conventional bills,

bonds, and notes.

“U.S. Government Securities Business Day” means any day except for (a) a

Saturday, (b) a Sunday or (c) 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 purposes of trading in United States government securities.

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

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

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E of Title IV of ERISA.

“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 contract 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 had been exercised

under it or 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.

48

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a “Syndicated Dollar Loan”

or “Syndicated Multicurrency Loan”), by Type (e.g., an “ABR Loan”) or by Class and Type (e.g.,

a “Syndicated Multicurrency Term Benchmark Loan”). Borrowings also may be classified and

referred to by Class (e.g., a “Dollar Borrowing”, “Multicurrency Borrowing” or “Syndicated

Borrowing”), by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Syndicated

ABR Borrowing” or “Syndicated Multicurrency Term Benchmark 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 permitted assigns, (c) the words

“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to

this Agreement in its entirety and not to any particular provision hereof, (d) all references herein

to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections

of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall

be construed to have the same meaning and effect and to refer to any and all tangible and

intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly

provided herein, all terms of an accounting or financial nature shall be construed in accordance

with GAAP, as in effect from time to time; provided that, (a) if the Borrower notifies the

Administrative Agent that the Borrower requests an amendment to any provision hereof to

eliminate the effect of any change occurring after the Effective Date in GAAP or in the

application thereof on the operation of such provision (or if the Administrative Agent notifies the

Borrower that the Required Lenders request an amendment to any provision hereof for such

purpose), regardless of whether any such notice is given before or after such change in GAAP or

in the application thereof then such provision shall be interpreted on the basis of GAAP as in

effect and applied immediately before such change shall have become effective until such notice

shall have been withdrawn or such provision amended in accordance herewith and (b) all leases

that are or would have been treated as operating leases for purposes of GAAP prior to the

issuance on February 25, 2016 of the Accounting Standards Update (the “ASU”) shall continue

to be accounted for as operating leases for purposes of all financial definitions and calculations

for the purposes of the Loan Documents hereunder (whether or not such operating lease

obligations were in effect on such date) notwithstanding the fact that such obligations are

required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be

treated as capitalized lease obligations in the financial statements to be delivered pursuant to the

Loan Documents. Whether or not the Borrower may at any time adopt Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification Subtopic 825-10 (or successor

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standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an

acquisition on a fair value basis pursuant to FASB Statement of Financial Accounting Standard

No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all

determinations of compliance with the terms and conditions of this Agreement shall be made on

the basis that the Borrower has not adopted FASB Accounting Standards Codification Subtopic

825-10 (or such successor standard solely as it relates to fair valuing liabilities) or, in the case of

liabilities acquired in an acquisition, FASB Statement of Financial Accounting Standard No.

141(R) (or such successor standard solely as it relates to fair valuing liabilities). Notwithstanding

any other provision contained herein, all terms of an accounting or financial nature used herein

shall be construed, and all computations of amounts and ratios referred to herein shall be made,

without giving effect to any election under Statement of Financial Accounting Standards 159,

The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto

(including pursuant to Financial Accounting Standard Board Accounting Standard

Codifications), to value any Indebtedness of the Borrower or any Subsidiary at “fair market

value”, as defined therein.

SECTION 1.05. Currencies; Currency Equivalents. 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 2.10(b) and the last sentence of Section 2.17(a), for purposes of

determining (i) whether the amount of any Borrowing or Letter of Credit under the

Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the

Multicurrency Commitments then outstanding or to be borrowed at the same time as such

Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the

aggregateunutilizedamountoftheMulticurrencyCommitments,(iii) theRevolving

Multicurrency Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt

Amount and (vi) the Borrowing Base or the Value or the fair market value of any Investment, the

outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any

Foreign Currency or the Value or the fair market value of any 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 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 the valuation of such Investment, as

the case may be.Wherever in this Agreement in connection with a Borrowing or Loan an

amount, such as a required minimum or multiple amount, is expressed in Dollars, but such

Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant

Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such

Foreign Currency). Notwithstanding the foregoing, for purposes of determining compliance with

any basket in Section 6.01(i), 6.01(l), 6.01(m), 6.01(n), 6.02(d), 6.02(g) or 6.03(g) or 6.04(ei) of

this Agreement, in no event shall the Borrower or any Obligor be deemed to not be in

compliance with any such basket solely as a result of a change in exchange rates.

SECTION 1.06. Divisions. For all purposes under the Loan Documents, if, as a

result of any division or plan of division under Delaware law (or any comparable event under a

different jurisdiction’s laws): (a) any asset, right, obligation or liability of any Person becomes

the asset, right, obligation or liability of a different Person, then it shall be deemed to have been

50

transferred from the original Person to the subsequent Person, and (b) any new Person comes

into existence, such new Person shall be deemed to have been organized or acquired on the first

date of its existence by the holders of its Equity Interests at such time.

SECTION 1.07. Rates. The Administrative Agent does not warrant or accept

responsibility for, and shall not have any liability with respect to (a) the continuation of,

administration of, submission of, calculation of or any other matter related to the Alternate Base

Rate or the Term Benchmark Rate or any component definition thereof or rates referred to in the

definition thereof, or any alternative, successor or replacement rate thereto (including any

Benchmark Replacement), including whether the composition or characteristics of any such

alternative, successor or replacement rate (including any Benchmark Replacement) will be

similar to, or produce the same value or economic equivalence of, or have the same volume or

liquidity as, the Alternate Base Rate, the Term Benchmark Rate or any other Benchmark prior to

its discontinuance or unavailability, or (b) the effect, implementation or composition of any

Conforming Changes. The Administrative Agent and its affiliates or other related entities may

engage in transactions that affect the calculation of the Alternate Base Rate, the Term

Benchmark Rate, any alternative, successor or replacement rate (including any Benchmark

Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the

Borrower. The Administrative Agent may select information sources or services in its

reasonable discretion to ascertain the Alternate Base Rate, the Term Benchmark Rate or any

other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no

liability to the Borrower, any Lender or any other person or entity for damages of any kind,

including direct or indirect, special, punitive, incidental or consequential damages, costs, losses

or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error

or calculation of any such rate (or component thereof) provided by any such information source

or service.

SECTION 1.08. Letter of Credit Amounts. Unless otherwise specified herein,

the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of

Credit available to be drawn at such time; provided that with respect to any Letter of Credit that,

by its terms, provides for one or more automatic increases in the available amount thereof, the

amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of

Credit after giving effect to all such increases, whether or not such maximum amount is available

to be drawn at such time.

SECTION 1.09. Payment or Performance. Except as otherwise specified herein,

the payment of any obligation or the performance of any action, covenant, duty or obligation

under any Loan Document is stated to be due or performance required on a day which is not a

Business Day, the date of such payment or performance shall extend to the immediately

succeeding Business Day and such extension of time shall be reflected in computing interest or

fees, as the case may be.

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ARTICLE II

THE CREDITS

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

forth herein:

(a)each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the

Borrower from time to time during such Dollar Lender’s Availability Period in an aggregate

principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure

exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit

Exposure of all of the Dollar Lenders with Dollar Commitments then in effect exceeding the

aggregate Dollar Commitments at such time, (iii) the sum of the aggregate Revolving Credit

Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving

Exposure exceeding the aggregate Commitments at such time, or (iv) the sum of the Covered

Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect;

and

(b)each Multicurrency Lender severally agrees to make Syndicated Loans in

Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such

Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result

in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s

Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all

of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the

aggregate Multicurrency Commitments at such time, (iii) the sum of the aggregate Revolving

Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving

Exposure exceeding the aggregate Commitments at such time or (iv) the sum of the Covered

Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect.

Within the foregoing limits and subject to the terms and conditions set forth

herein, the Borrower may borrow, prepay and reborrow Syndicated Loans.

SECTION 2.02.  Loans and Borrowings

(a)Obligations of Lenders. Each Syndicated Loan shall be made as part of a

Borrowing consisting of Loans of the same Class, Currency and Type made by the applicable

Lenders ratably in accordance with their respective Commitments of the applicable Class. The

failure of any Lender to make any Loan required to be made by it shall not relieve any other

Lender of its obligations hereunder; provided that the Commitments of the Lenders are several

and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)Type of Loans. Subject to Section 2.13, each Syndicated Borrowing of a

Class shall be constituted entirely of ABR Loans or Term Benchmark Loans of such Class

denominated in a single Currency as the Borrower may request in accordance herewith. Each

ABR Loan shall be denominated in Dollars. Each Term Benchmark Loan shall be denominated

in Dollars or an Agreed Foreign Currency. Each Lender at its option may make any Term

Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender to make

52

such Loan; provided that any exercise of such option shall not affect the obligation of the

Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)Minimum Amounts. Each Term Benchmark Borrowing shall be in an

aggregate principal amount of $1,000,000 or a larger multiple of $1,000,000, and each ABR

Borrowing (whether a Syndicated Loan or a Swingline Loan) shall be in an aggregate principal

amount of $1,000,000 or a larger multiple of $100,000; provided that a Syndicated ABR

Borrowing of a Class may be in an aggregate principal amount that is equal to the entire unused

balance of the total Commitments of such Class or that is required to finance the reimbursement

of an LC Disbursement of such Class as contemplated by Section 2.05(f). Borrowings of more

than one Class, Currency and Type may be outstanding at the same time.

(d)Limitations on Interest Periods. Notwithstanding any other provision of

this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue

as a Term Benchmark Borrowing) any Borrowing if the Interest Period requested therefor would

end after the Extended Final Maturity Date; provided that any request (or election to convert or

continue as a Term Benchmark Borrowing) that would extend past an applicable Non-Extended

Final Maturity Date may only be made with respect to the portion of the Term Benchmark

Borrowing held by the Extending Lenders and Non-Extending Lenders for which the

Non-Extended Final Maturity Date shall not have occurred.

(e)Treatment of Classes. Notwithstanding anything to the contrary contained

herein, with respect to each Syndicated Loan, Swingline Loan or Letter of Credit designated in

Dollars (including any Loan requested pursuant to Section 2.21), the Administrative Agent shall

deem the Borrower to have requested that such Syndicated Loan, Swingline Loan or Letter of

Credit be applied ratably to each of the Dollar Commitments and the Multicurrency

Commitments, based upon the percentage of the aggregate Commitments represented by the

Dollar Commitments and the Multicurrency Commitments, respectively.

SECTION 2.03. Requests for Syndicated Borrowings.

(a)Notice by the Borrower. To request a Syndicated Borrowing, the

Borrower shall notify the Administrative Agent of such request by telephone or electronic

communication or by delivery of a signed Borrowing Request (i) in the case of a Term

Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time,

three Business Days before the date of the proposed Borrowing, (ii) in the case of a Term

Benchmark Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., New York

City time, four Business Days before the date of the proposed Borrowing or (iii) in the case of a

Syndicated ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the

proposed Borrowing. Each such telephonic Borrowing Request made by telephone or electronic

communication shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy

or electronic communication to the Administrative Agent of a written Borrowing Request.

(b)Content of Borrowing Requests. Each telephonic and written Borrowing

Request shall specify the following information in compliance with Section 2.02:

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

53

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

(iii)in the case of a Syndicated Borrowing denominated in Dollars,

whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;

(iv)in the case of a Term Benchmark Borrowing, the Interest Period

therefor, which shall be a period contemplated by the definition of the term “Interest

Period” and permitted under Section 2.02(d); and

(v)the location and number of the Borrower’s account to which funds

are to be disbursed, which will comply with the requirements of Section 2.06.

(c)Notice by the Administrative Agent to the Lenders. Promptly following

receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall

advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to

be made as part of the requested Borrowing.

(d)Failure to Elect. If no election as to the Currency of a Syndicated

Borrowing is specified in a Borrowing Request, then the requested Syndicated Borrowing shall

be denominated in Dollars. If no election as to the Type of a Syndicated Borrowing is specified

in a Borrowing Request, then the requested Borrowing shall be a Term Benchmark Borrowing

having an Interest Period of one month and, if an Agreed Foreign Currency has been specified,

the requested Syndicated Borrowing shall be a Term Benchmark Borrowing denominated in such

Agreed Foreign Currency and having an Interest Period of one month. If a Term Benchmark

Borrowing is requested but no Interest Period is specified in a Borrowing Request, (i) if the

Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the

requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an

Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is

an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of

one month’s duration.

(e)Notice by Borrower for Initial Borrowing. Notwithstanding anything to

the contrary herein and the notice requirements set forth in Section 2.03(a), to request a

Borrowing to be made on the Effective Date, the Borrower shall notify the Administrative Agent

of such request by telephone (confirmed by telecopy or electronic communication) not later than

12:00 p.m., New York City time, one (1) Business Day before the date of the proposed Effective

Date (or such later time as reasonably agreed by the Administrative Agent); provided, that any

such Borrowing on the Effective Date shall be a Term Benchmark Borrowing denominated in

Dollars with an Interest Period of one month. For the avoidance of doubt, such notice shall not

affect any future obligations of the Borrower to comply with the obligations of Section 2.03(a) in

connection with any Borrowing Request.

SECTION 2.04. Swingline Loans.

(a)Agreement to Make Swingline Loans. Subject to the terms and conditions

set forth herein, each Swingline Lender severally agrees to make Swingline Loans under each

Commitment to the Borrower from time to time during the Extended Availability Period in

Dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the

54

aggregate principal amount of outstanding Swingline Loans of both Classes exceeding

$25,000,000 or the aggregate principal amount of outstanding Swingline Loans of any Swingline

Lender exceeding the amount set forth opposite the name of such Swingline Lender on Schedule

2.05, (ii) the sum of any Swingline Lender’s outstanding Syndicated Multicurrency Loans, its

outstanding Swingline Loans and without duplication its other Swingline Exposure and its LC

Exposure exceeding its Multicurrency Commitment, (iii) the total Revolving Dollar Credit

Exposures of Dollar Lenders with Dollar Commitments then in effect exceeding the aggregate

Dollar Commitments at such time, (iv) the total Revolving Multicurrency Credit Exposures of

Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate

Multicurrency Commitments at such time, (v) the sum of the total Revolving Credit Exposures

plus the Net Revolving Exposure exceeding the aggregate Commitments or (vi) the sum of the

Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in

effect; provided that no Swingline Lender shall be required to make a Swingline Loan to

refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms

and conditions set forth herein, the Borrower may borrow, repay, prepay and reborrow Swingline

Loans.

(b)Notice of Swingline Loans by the Borrower. To request a Swingline

Loan, the Borrower shall notify the Administrative Agent of such request by telephone

(confirmed by telecopy or by electronic communication) not later than 11:00 a.m., New York

City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable

and shall specify the Swingline Lender from which such Swingline Loan shall be made, the

requested date (which shall be a Business Day), the amount of the requested Swingline Loan and

whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency

Commitments. The Administrative Agent will promptly advise the applicable Swingline Lender

of any such notice received from the Borrower. Each Swingline Lender shall make each

applicable Swingline Loan available to the Borrower by means of a credit to the general deposit

account of the Borrower with such Swingline Lender (or, in the case of a Swingline Loan made

to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by

remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested

date of such Swingline Loan.

(c)Participations by Lenders in Swingline Loans. Any Swingline Lender may

by written notice given to the Administrative Agent not later than 10:00 a.m., New York City

time on any Business Day, require the Lenders of the applicable Class (other than

Non-Extending Lenders for which such Non-Extending Lender’s applicable Non-Extended

Commitment Termination Date shall have occurred) to acquire participations on such Business

Day in all or a portion of the outstanding Swingline Loans of such Class made by such Swingline

Lender outstanding. Such notice to the Administrative Agent shall specify the aggregate amount

of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of

such notice, the Administrative Agent will give notice thereof to each applicable Lender,

specifying in such notice such Lender’s Applicable Dollar Percentage or Applicable

Multicurrency Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and

unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the

Administrative Agent, for the account of the applicable Swingline Lender, such Lender’s

Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of

such Swingline Loan or Loans; provided that no Lender shall be required to purchase a

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participation in a Swingline Loan pursuant to this Section 2.04(c) if (x) the conditions set forth in

Section 4.02 would not be satisfied in respect of a Borrowing at the time such Swingline Loan

was made and (y) the Required Lenders of the respective Class shall have so notified the

applicable Swingline Lender in writing and shall not have subsequently determined that the

circumstances giving rise to such conditions not being satisfied no longer exist. Unless a

Swingline Lender has received the written notice referred to in the previous sentence prior to the

time such Swingline Loan was made, then, subject to the terms and conditions hereof, such

Swingline Lender shall be entitled to assume all such conditions are satisfied.

Subject to the foregoing, each Lender acknowledges and agrees that its obligation

to acquire participations in Swingline Loans pursuant to this clause (c) is absolute and

unconditional and shall not be affected by any circumstance whatsoever, including the

occurrence and continuance of a Default or reduction or termination of the Commitments of the

respective Class, and that each such payment shall be made without any offset, abatement,

withholding or reduction whatsoever. Each Lender shall comply with its obligation under this

paragraph by wire transfer of immediately available funds, in the same manner as provided in

Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis

mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall

promptly pay to the applicable Swingline Lender the amounts so received by it from the Lenders.

The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan

acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan

shall be made to the Administrative Agent and not to the relevant Swingline Lender. Any

amounts received by a Swingline Lender from the Borrower (or other party on behalf of the

Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds

of a sale of participations therein shall be promptly remitted to the Administrative Agent; any

such amounts received by the Administrative Agent shall be promptly remitted by the

Administrative Agent to the Lenders that shall have made their payments pursuant to this

paragraph and to the applicable Swingline Lender, as their interests may appear. The purchase of

participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of

any default in the payment thereof.

(d)Resignation and Replacement of Swingline Lender. Any Swingline

Lender may resign and be replaced at any time by written agreement among the Borrower, the

Administrative Agent, the resigning or replaced Swingline Lender and a successor Swingline

Lender. The Administrative Agent shall notify the Lenders of any such resignation and

replacement of any Swingline Lender. In addition to the foregoing, if a Lender becomes, and

during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of

the Borrower to comply with Section 2.19(a), then each Swingline Lender may, upon prior

written notice to the Borrower and the Administrative Agent, resign as a Swingline Lender,

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). In addition to the

foregoing, if any Swingline Lender, in its capacity as a Lender, assigns all of its Loans and

Commitments in connection with the terms of this Agreement, such Swingline Lender shall be

deemed to have automatically resigned as Swingline Lender hereunder. On or after the effective

date of any such resignation, the Borrower and the Administrative Agent may, by written

agreement, appoint one or morea successor Swingline Lenders. The Administrative Agent shall

notify the Lenders of any such appointment of a successor Swingline Lender. Upon the

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effectiveness of any replacement or resignation of any Swingline Lender, the Borrower shall

repay in full all outstanding Swingline Loans made by such Swingline Lender together with all

accrued interest thereon. From and after the effective date of the appointment of a successor

Swingline Lender, (i) such successor Swingline Lender shall have all the rights and obligations

of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be

made by such successor Swingline Lender thereafter and (ii) references herein to the term

“Swingline Lender” and/or “Swingline Lenders” shall be deemed to refer to such successor or

successors (and the other current Swingline Lenders, if applicable) or to any previous Swingline

Lender, or to such successor or successors (and all current Swingline Lenders) and all previous

Swingline Lenders, as the context shall require. After the replacement of theor resignation of a

Swingline Lender hereunder, the replaced or resigning Swingline Lender shall have no obligation

to make additional Swingline Loans.

SECTION 2.05.  Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein, in addition

to the Loans provided for in Section 2.01, the Borrower may request any Issuing Bank to issue,

and each Issuing Bank severally agrees to issue, at any time and from time to time during the

Extended Availability Period and under either the Dollar Commitments or Multicurrency

Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under

the Multicurrency Commitments) in any Agreed Foreign Currency for its own account or the

account of its designee (provided that the Obligors shall remain primarily liable to the Lenders

hereunder for payment and reimbursement of all amounts payable in respect of the Letters of

Credit hereunder) in such form as is acceptable to such 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 Commitments

up to the aggregate amount then available to be drawn thereunder. Without limiting any rights of

an Issuing Bank under this Section 2.05, (i) no Issuing Bank shall be obligated to issue, amend or

extend any Letter of Credit (x) denominated in any Foreign Currency if at the time of such

issuance, such Issuing Bank, in its capacity as a Lender, would not be required to make Loans in

such Foreign Currency hereunder or (y) the proceeds of which would be made available to any

Person (a) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned

Countries, to the extent such activities or business would be prohibited by Sanctions if conducted

by a corporation incorporated in the United States or (b) in any manner that would result in a

violation of any Sanctions by any party to this Agreement and (ii) neither Goldman Sachs Bank

USA nor Morgan Stanley Bank, N.A. shall be obligated to issue commercial letters of credit.

(b)Notice of Issuance, Amendment or Extension. To request the issuance of

a Letter of Credit (or the amendment 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 such Issuing Bank) to any Issuing Bank and

the Administrative Agent (reasonably in advance of the requested date of issuance, amendment

or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of

Credit to be amended or extended, and specifying the date of issuance, amendment or extension

(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall

comply with clause (d) of this Section), the amount and Currency of such Letter of Credit,

whether such Letter of Credit is to be issued under the Dollar Commitments or the Multicurrency

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Commitments, the name and address of the beneficiary thereof and such other information as

shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the

applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such

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, any 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 or

extended only if (and upon issuance, amendment or extension of each Letter of Credit the

Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment or extension (i) the aggregate LC Exposure of Issuing Banks of both Classes

(determined for these purposes without giving effect to the participations therein of the Lenders

pursuant to clause (e) of this Section) shall not exceed $25,000,000 and the aggregate LC

Exposure of the applicable Issuing Bank requested to issue such Letter of Credit (determined for

these purposes without giving effect to the participations therein of the Lenders pursuant to

clause (e) of this Section) shall not exceed the amount set forth opposite the name of such

Issuing Bank on Schedule 2.05, (ii) the total Revolving Dollar Credit Exposures of Dollar

Lenders with Dollar Commitments then in effect shall not exceed the aggregate Dollar

Commitments at such time, (iii) the total Revolving Multicurrency Credit Exposures of

Multicurrency Lenders with Multicurrency Commitments then in effect shall not exceed the

aggregate Multicurrency Commitments at such time, (iv) the sum of the total Revolving Credit

Exposures plus the Net Revolving Exposure exceeding the aggregate Commitments, (v) with

respect to each Issuing Bank that is a Swingline Lender, the sum of such Swingline Lender’s

outstanding Syndicated Multicurrency Loans, its outstanding Swingline Loans and (without

duplication) its other Swingline Exposure and its LC Exposure shall not exceed its

Multicurrency Commitment then in effect; and (vi) the sum of the Covered Debt Amount plus

the Net Revolving Exposure 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 extension thereof, twelve months after the then-current expiration date of such

Letter of Credit, so long as such extension occurs within three months of such then-current

expiration date); provided that any Letter of Credit with a one-year term may provide for the

extension thereof for additional one-year periods. No Letter of Credit may be extended

following the earlier to occur of the Extended Commitment Termination Date and the

Termination Date, except with consent of the applicable Issuing Bank and to the extent that the

relevant Letter of Credit is Cash Collateralized no later than five (5) Business Days prior to the

Extended Commitment Termination Date or Termination Date, as applicable, and the Borrower

pays the applicable Issuing Bank all fronting fees scheduled to be due and payable during the

term of the relevant Letter of Credit or supported by another letter of credit, in each case

pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank and the

Administrative Agent.

(e)Participations. By the issuance of a Letter of Credit of a Class (or an

amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without

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any further action on the part of such Issuing Bank or the Lenders, such Issuing Bank hereby

grants (x) to each Dollar Lender and Multicurrency Lender (other than any Non Extending

Lender for which such Non-Extending Lender’s applicable Non-Extended Commitment

Termination Date has occurred), in the case of a Letter of Credit denominated in Dollars,

andissued under the Dollar Commitments, and (y) to each Multicurrency Lender, in the case of a

Letter of Credit denominated in an Agreed Foreign Currencyissued under the Multicurrency

Commitments, and each Lender of such Class hereby acquires from such Issuing Bank, a

participation in such Letter of Credit equal to such Dollar Lender’s and Multicurrency Lender’s

Applicable Dollar Percentage, in the case of a Letter of Credit denominated in Dollarsissued

under the Dollar Commitments, or Applicable Multicurrency Percentage, in the case of a Letter

of Credit denominated in an Agreed Foreign Currencyissued under the Multicurrency

Commitments, of the aggregate amount available to be drawn under such Letter of Credit. Each

Lender acknowledges and agrees that its obligation to acquire participations pursuant to this

clause (e) in respect of Letters of Credit is absolute and unconditional and shall not be affected

by any circumstance whatsoever, including any amendment or extension of any Letter of Credit

or the occurrence and continuance of a Default or reduction or termination of the applicable

Commitments; provided that no Lender shall be required to purchase a participation in a Letter

of Credit pursuant to this Section 2.04(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

Administrative Agent or any Lender shall have so notified such Issuing Bank in writing at least

two Business Days prior to the requested date of issuance of such Letter of Credit and shall not

have subsequently determined that the circumstances giving rise to such conditions not being

satisfied no longer exist. Unless an Issuing Bank has received written notice from any Lender,

the Administrative Agent or the Borrower, at least two Business Days prior to the requested date

of issuance of the applicable Letter of Credit, that one or more applicable conditions contained in

Section 4.02 shall not then be satisfied, then, subject to the terms and conditions hereof, such

Issuing Bank shall be entitled to assume all such conditions are satisfied.

In consideration and in furtherance of the foregoing, each Lender of a Class (other

than any Non-Extending Lender for which such Non-Extending Lender’s applicable

Non-Extended Commitment Termination Date has occurred) hereby absolutely and

unconditionally agrees to pay to the Administrative Agent, for the account of each Issuing Bank,

such Dollar Lender’s Applicable Dollar Percentage, in the case of a Letter of Credit denominated

in Dollarsissued under the Dollar Commitments, or such Multicurrency Lender’s Applicable

Multicurrency Percentage, in the case of a Letter of Credit denominated in an Agreed Foreign

Currencyissued under the Multicurrency Commitments, of each LC Disbursement made by such

Issuing Bank in respect of Letters of Credit of such Class promptly upon the request of such

Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is

reimbursed by the Borrower or at any time after any reimbursement payment is required to be

refunded to the Borrower for any reason. Such payment shall be made without any offset,

abatement, withholding or reduction whatsoever. Each such payment shall be made in the same

manner as provided in Section 2.06 with respect to Loans made by such Lender (and

Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the

Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received

by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment

from the Borrower pursuant to the next following clause Section 2.05(f), the Administrative

Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the

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Lenders have made payments pursuant to this clause (e) to reimburse such Issuing Bank, then to

such Lenders and such Issuing Bank as their interests may appear. Any payment made by a

Lender pursuant to this clause (e) to reimburse an 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 an Issuing Bank shall make any LC Disbursement in

respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such

LC Disbursement by paying to the Administrative Agent an amount equal to such LC

Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign

Currency, the Borrower shall reimburse such Issuing Bank in such Agreed Foreign Currency,

unless such Issuing Bank (at its option) shall have specified in such notice (x) that it will require

reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) not later

than 3:00 p.m., New York City time, on 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) not later than 1:00 p.m., New York City time on the Business Day immediately following the

day that the Borrower receives such notice, if such notice is not received prior to such time;

provided that, if such LC Disbursement is not less than $1,000,000 and is denominated in

Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in

accordance with Section 2.03 or 2.04 that such payment be financed with a Syndicated ABR

Borrowing or a Swingline Loan of the respective Class in an equivalent amount and, to the

extent so financed, the Borrower’s obligation to make such payment shall be discharged and

replaced by the resulting Syndicated ABR Borrowing or Swingline Loan.

If the Borrower fails to make such payment when due, the Administrative Agent

shall notify each applicable Lender with a Commitment then in effect of the applicable LC

Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s

Applicable Percentage, in the case of a Letter of Credit denominated in Dollars, or such

Multicurrency Lender’s Applicable Multicurrency Percentage, in the case of a Letter of Credit

denominated in an Agreed Foreign Currency, thereof.

(g)Obligations Absolute. The Borrower’s obligation to reimburse LC

Disbursements as provided in clause (f) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability

of any Letter of Credit, or any term or provision therein, (ii) any draft or other document

presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or

any statement therein being untrue or inaccurate in any respect, (iii) payment by an 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 Banks 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 Banks or any payment or

failure to make any payment thereunder (irrespective of any of the circumstances referred to in

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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, any errors in translation or any consequence arising from causes beyond the

control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any

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 such Issuing

Bank’s gross negligence or willful misconduct, as determined by a final non-appealable decision

of a court of competent jurisdiction, 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 Banks 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 Banks shall have the right, in their 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 Banks 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. Each Issuing Bank shall examine all

documents purporting to represent a demand for payment under a Letter of Credit issued by such

Issuing Bank. The applicable Issuing Bank shall promptly after such examination notify the

Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic

communication) of such demand for payment if such Issuing Bank has made or will make an LC

Disbursement thereunder; provided that any failure to give or delay in giving such notice shall

not relieve the Borrower of its obligation to reimburse such Issuing Bank and the applicable

Lenders with respect to any such LC Disbursement.

(i)Interim Interest. If any Issuing Bank shall make any LC Disbursement,

then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC

Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and

including the date such LC Disbursement is made to but excluding the date that the Borrower

reimburses such LC Disbursement, at the rate per annum then applicable to Syndicated ABR

Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within two (2)

Business Days following the date when due pursuant to clause (f) of this Section 2.05, then the

provisions of Section 2.12(d) shall apply. Interest accrued pursuant to this clause (i) shall be for

the account of the applicable Issuing Bank, except that interest accrued on and after the date of

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payment by any Lender pursuant to clause (f) of this Section 2.05 to reimburse such Issuing Bank

shall be for the account of such Lender to the extent of such payment.

(j)Resignation and/or Replacement of an Issuing Bank. Any Issuing Bank

may resign and be replaced at any time by written agreement among the Borrower, the

Administrative Agent, the resigning or replaced Issuing Bank and, to the extent one has been

identified, the successor Issuing Bank. In addition, if any Issuing Bank, in its capacity as a

Lender, assigns all of its Loans and Commitments in accordance with the terms of this

Agreement, such Issuing Bank may, with the prior written consent of the Borrower (such consent

not to be unreasonably withheld or delayed; provided that no consent of the Borrower shall be

required if an Event of Default has occurred and is continuing), resign as an Issuing Bank

hereunder upon not less than three Business Days prior written notice to the Administrative

Agent and the Borrower; provided, further, that, in determining whether to give any such

consent, the Borrower may consider, among other factors, the sufficiency of availability of

Letters of Credit hereunder. The Administrative Agent shall notify the Lenders of any such

resignation and replacement of an Issuing Bank. Upon the effectiveness of any resignation or

replacement of an Issuing Bank, the Borrower shall pay all unpaid fees accrued for the account

of the resigning or replaced Issuing Bank pursuant to Section 2.11(b). From and after the

effective date of the appointment of a successor Issuing Bank, (i) the successor Issuing Bank

shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with

respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing

Bank” and/or “Issuing Banks” shall be deemed to refer to such successor or successors (and the

other current Issuing Banks, if applicable) or to any previous Issuing Bank, or to such successor

or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context

shall require. After the effective replacement or resignation of any Issuing Bank hereunder, the

resigning or replaced Issuing Bank, as the case may be, shall remain a party hereto and shall

continue to have all the rights and obligations of an Issuing Bank under this Agreement with

respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be

required to issue additional Letters of Credit.

(k)Cash Collateralization. If the Borrower shall be required to provide Cash

Collateral for LC Exposure pursuant to Section 2.05(d), Section 2.09(a), Section 2.10(b) or (c),

Section 2.21(b) or the penultimate paragraph of Article VII, the Borrower shall immediately

deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit

Collateral Account”) in the name and under the dominion and control of the Administrative

Agent, for the benefit of the Lenders, Cash denominated in the Currency of the Letter of Credit

under which such LC Exposure arises in an amount equal to the amount required under Section

2.05(d), Section 2.09(a), Section 2.10(b) or (c), Section 2.21(b), or the penultimate paragraph of

Article VII, as applicable. Such deposit shall be held by the Administrative Agent as collateral

in the first instance for the LC Exposure under this Agreement and thereafter for the payment of

the “Secured Obligations” under and as defined in the Guarantee and Security Agreement, and

for these purposes the Borrower hereby grants a security interest to the Administrative Agent for

the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets

(as defined in the Uniform Commercial Code) or other property held therein.

(l)No Obligation to Issue After Certain Events. No Issuing Bank shall be

under any obligation to issue any Letter of Credit if: any order, judgment or decree of any

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Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing

Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any

request or directive (whether or not having the force of law) from any Governmental Authority

with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank shall

refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or

shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve

or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder)

not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed

loss, cost or expense which was not applicable on the Effective Date and which such Issuing

Bank in good faith deems material to it, or the issuance of such Letter of Credit would violate

one or more policies of such Issuing Bank applicable to letters of credit generally.

(m)Applicability of ISP and UCP. Unless otherwise expressly agreed by the

applicable Issuing Banks and the Borrower when a Letter of Credit is issued, (i) the rules of the

International Standby Practices shall be stated therein to apply to each standby Letter of Credit,

and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently

published by the International Chamber of Commerce at the time of issuance shall be stated

therein to apply to each commercial Letter of Credit.

(n)Conflict with Letter of Credit Documents. In the event of any conflict

between the terms of this Agreement and the terms of any Letter of Credit Document, the terms

of this Agreement shall control.

(o)Additional Issuing Banks. From time to time, the Borrower may, by

notice to the Administrative Agent, designate one or more additional Lenders as an Issuing Bank,

so long as each such Lender agrees (in its sole discretion) to act in such capacity and is

reasonably satisfactory to the Administrative Agent; provided that each such notice shall include

an updated Schedule 2.05; provided, further, that the Borrower shall not update Schedule 2.05 to

increase any Issuing Bank’s maximum LC Exposure without such Issuing Bank’s consent. Each

such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of

the Administrative Agent (which approval shall not be unreasonably withheld) and shall

thereafter be an Issuing Bank(i) such Lender shall have all the rights and obligations of an

Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein or

therein to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an

issuer of Letters of Credit hereunder for all purposes.

SECTION 2.06.  Funding of Borrowings.

(a)Funding by Lenders. Each Lender shall make each Loan to be made by it

hereunder on the proposed date thereof by wire transfer of immediately available funds by

11:00 a.m., New York City time, to the account of the Administrative Agent most recently

designated by it for such purpose by notice to the Lenders (except for same-day ABR

Borrowings, in which case each Lender shall make its funds available to the Administrative

Agent not later than 2:00 p.m., New York City time); provided that Swingline Loans shall be

made as provided in Section 2.04. The Administrative Agent will make such Loans available to

the Borrower by promptly crediting the amounts so received, in like funds, to an account of the

Borrower designated by the Borrower in the applicable Borrowing Request; provided that

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Syndicated ABR Borrowings made to finance the reimbursement of an LC Disbursement as

provided in Section 2.05(f) shall be remitted by the Administrative Agent to the applicable

Issuing Bank.

(b)Presumption by the Administrative Agent. Unless the Administrative

Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that

such Lender will not make available to the Administrative Agent such Lender’s share of such

Borrowing, the Administrative Agent may assume that such Lender has made such share

available on such date in accordance with clause (a) of this Section 2.06 and may, in reliance

upon such assumption, make available to the Borrower a corresponding amount. In such event,

if a Lender has not in fact made its share of the applicable Borrowing available to the

Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the

Administrative Agent forthwith on demand such corresponding amount with interest thereon, for

each day from and including the date such amount is made available to the Borrower to but

excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the

Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable at the

time to ABR Loans. in the case of a Dollar Borrowing or the interest rate applicable to such

Borrowing in the case of a Multicurrency Borrowing. If such Lender pays such amount to the

Administrative Agent, then such amount shall constitute such Lender’s Loan included in such

Borrowing. Nothing in this clause (b) shall relieve any Lender of its obligation to fulfill its

commitments hereunder, and this clause (b) 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 2.07. Interest Elections.

(a)Elections by the Borrower for Syndicated Borrowings. Subject to

Section 2.03(d), the Loans constituting each Syndicated Borrowing initially shall be of the Type

specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing,

shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower

may elect to convert such Borrowing to a Borrowing of a different Type or to continue such

Borrowing as a Borrowing of the same Type and, in the case of a Term Benchmark Borrowing,

may elect the Interest Period therefor, all as provided in this Section 2.07; provided, however,

that (i) except as set forth in Sections 2.13 and 2.20, a Syndicated Borrowing of a Class may only

be continued or converted into a Syndicated Borrowing of the same Class, (ii) except as set forth

in Section 2.13(a) and (f) and Section 2.20, a Syndicated Borrowing denominated in one

Currency may not be continued as, or converted to, a Syndicated Borrowing in a different

Currency, (iii) prior to the Extended Commitment Termination Date, no Term Benchmark

Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto,

the aggregate Revolving Multicurrency Credit Exposures would exceed the aggregate

Multicurrency Commitments, and (iv) a Term Benchmark Borrowing denominated in a Foreign

Currency may not be converted to a Borrowing of a different Type. The Borrower may elect

different options with respect to different portions of the affected Borrowing, in which case each

such portion shall be allocated ratably among the Lenders of the respective Class holding the

Loans constituting such Borrowing, and the Loans constituting each such portion shall be

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considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may

not be converted or continued .

(b)Notice of Elections. To make an election pursuant to this Section 2.07,

the Borrower shall notify the Administrative Agent of such election by telephone or electronic

communication or by delivery of a signed Interest Election Request by the time that a Borrowing

Request would be required under Section 2.03 if the Borrower were requesting a Syndicated

Borrowing of the Type resulting from such election to be made on the effective date of such

election. Each Interest Election Request delivered by telephone or electronic communication

shall be irrevocable and shall be confirmed promptly (but no later than the close of business on

the date of such request) by hand delivery, telecopy or electronic communication to the

Administrative Agent of a written Interest Election Request in a form approved by the

Administrative Agent and signed by the Borrower.

(c)Content of Interest Election Requests. Each Interest Election Request

(whether by electronic communication or telephone or delivery of a written 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 subclauses (iii) and (iv) of this

clause (c) shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest

Election Request, which shall be a Business Day;

(iii)whether, in the case of a Borrowing denominated in Dollars, the

resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and

(iv)if the resulting Borrowing is a Term Benchmark Borrowing, the

Interest Period therefor after giving effect to such election, which shall be a period

contemplated by the definition of the term “Interest Period” and permitted under

Section 2.02(d).

(d)Notice by the Administrative Agent to the Lenders. Promptly following

receipt of an Interest Election Request, the Administrative Agent shall advise each applicable

Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)Failure to Elect; Events of Default. If the Borrower fails to deliver a

timely and complete Interest Election Request with respect to a Term Benchmark Borrowing

prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided

herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such

Borrowing shall be converted to a Syndicated Term Benchmark Borrowing of the same Class

having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign

Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s

duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred

and is continuing and the Administrative Agent, at the request of the Required Lenders, so

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notifies the Borrower, (i) any Term Benchmark Borrowing denominated in Dollars shall, at the

end of the applicable Interest Period for such Term Benchmark Borrowing, be automatically

converted to an ABR Borrowing and (ii) no Term Benchmark Borrowing denominated in a

Foreign Currency shall have an Interest Period of more than one month’s duration.

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

(a)Scheduled Termination. Unless previously terminated, the Commitments

of each Extending Lender with respect to such Extending Lender’s Extended Loans shall

terminate on the Extended Commitment Termination Date and the Commitments of each

Non-Extending Lender with respect to such Non-Extending Lender’s Non-Extended Loans shall

terminate on the Non-Extended Commitment Termination Date for such Non-Extending Lender.

(b)Voluntary Termination or Reduction. The Borrower may at any time

without premium or penalty terminate, or from time to time reduce, the Commitments of either

Class; provided that (i) each reduction of the Commitments of a Class shall be in an amount that

is $5,000,000 (or, if less, the entire amount of the Commitments of such Class) or a larger

multiple of $1,000,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the

Commitments of either Class if, after giving effect to any concurrent prepayment of the

Syndicated Loans of such Class in accordance with Section 2.10, the total Revolving Credit

Exposures of such Class would exceed the total Commitments of such Class. Any such

reduction of the Commitments below the principal amount of the Swingline Loans permitted

under Section 2.04(a)(i) and the Letters of Credit permitted under Section 2.05(c)(i) shall result

in a dollar-for-dollar reduction of such amounts as applicable.

(c)Notice of Voluntary Termination or Reduction. The Borrower shall notify

the Administrative Agent of any election to terminate or reduce the Commitments under clause

(b) of this Section 2.08 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

the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall

be irrevocable; provided that a notice of termination or reduction of the Commitments of a Class

delivered by the Borrower may state that such notice is conditioned upon the effectiveness of

other credit facilities or 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 of a Class pursuant to Section 2.08(b) shall be permanent. Each reduction of the

Commitments of a Class pursuant to Section 2.08(b) shall be made ratably among the Lenders of

such Class (including with respect to (x) Dollar Lenders and Multicurrency Lenders and (y)

Extending Lender and Non-Extending Lenders) in accordance with their respective

Commitments of such Class.

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(e)Increase of the Commitments.

(i)Requests for Increase by Borrower. The Borrower may, at any

time, request that the Commitments hereunder of a Class be increased (each such

proposed increase being a “Commitment Increase”), upon notice to the Administrative

Agent (who shall promptly notify the Lenders), which notice shall specify each existing

Lender that shall have agreed to an additional Commitment of the same Class as its

existing Commitment (each an “Increasing Lender”) and/or each additional lender that

shall have agreed to a new Commitment or existing Lender that shall have agreed to a

new Commitment of a different Class than its existing Commitment (each an “Assuming

Lender”) that shall have agreed to an additional Commitment and the date on which such

increase is expected to be effective (the date of actual effectiveness, the “Commitment

Increase Date”), which shall be a Business Day at least three (3) Business Days (or such

shorter period as the Administrative Agent may reasonably agree) after delivery of such

notice and at least thirty (30) days prior to the Extended Commitment Termination Date;

provided that:

(A)the minimum amount of the Commitment of any Assuming

Lender, and the minimum amount of the increase of the Commitment of any

Increasing Lender, as part of such Commitment Increase shall be $10,000,000 or a

larger multiple of $5,000,000 in excess thereof or such lesser amount as the

Administrative Agent may reasonably agree;

(B)immediately after giving effect to such Commitment

Increase (including, if applicable, the substantially concurrent reduction of the

Commitments of a Non-Extending Lender in accordance with Section 2.08(f)),

the total Commitments of all of the Lenders hereunder shall not exceed

$1,462,500,0001,475,000,000;

(C)each Assuming Lender shall be consented to by the

Administrative Agent, each Issuing Bank and each Swingline Lender (such

consent not to be unreasonably withheld);

(D)no Default shall have occurred and be continuing on such

Commitment Increase Date or shall result from the proposed Commitment

Increase; and

(E)the representations and warranties contained in this

Agreement shall be true and correct in all material respects (or, in the case of any

portion of the representations and warranties already subject to a materiality

qualifier, true and correct in all respects) on and as of the Commitment Increase

Date as if made on and as of such date (or, if any such representation or warranty

is expressly stated to have been made as of a specific date, as of such specific

date).

(ii)Effectiveness of Commitment Increase by Borrower. AnOn each

Commitment Increase Date for any Commitment Increase, the Assuming Lender, if any,

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shall become a Lender hereunder as of such Commitment Increase Date and the

Commitment of the respective Class of any Increasing Lender and such Assuming

Lenderpart of such Commitment Increase, if any, shall be increased as of such

Commitment Increase Date; provided that:

(x)the Administrative Agent shall have received on or prior to

11:00 a.m., New York City time, on such Commitment Increase Date (or on or

prior to a time on an earlier date specified by the Administrative Agent) a

certificate of a duly authorized officer of the Borrower stating that each of the

applicable conditions to such Commitment Increase set forth in the foregoing

subclause (i) of this clause (e) has been satisfied; and

(y)each Assuming Lender or Increasing Lender shall have delivered

to the Administrative Agent, on or prior to 11:00 a.m., New York City time on

suchthe Commitment Increase Date (or on or prior to the time on an earlier date

specified by the Administrative Agent in compliance with clause (x) above),, an

increasing/joinder agreement substantially in the form of Exhibit D (or such other

form as shall be reasonably satisfactory to the Administrative Agent) (each, an

“Increasing Lender/Joining Lender Agreement”), pursuant to which such Lender

shall, effective as of such Commitment Increase Date, undertake a Commitment

or an increase of Commitment in each case of the respective Class, duly executed

by such Assuming Lender or Increasing Lender, as applicable, and the Borrower

and acknowledged by the Administrative Agent.

Promptly following satisfaction of such conditions, the Administrative Agent shall notify

the Lenders of such Class (including any Assuming Lenders) thereof and of the

occurrence of the Commitment Increase Date by facsimile transmission or electronic

messaging system.

(iii)Recordation into Register. Upon its receipt of an Increasing

Lender/Joining Lender Agreement executed by an Assuming Lender or any Increasing

Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative

Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record

the information contained therein in the Register and (z) give prompt notice thereof to the

Borrower.

(iv)Adjustments of Borrowings upon Effectiveness of Increase. On

theeach Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans

(if any) of the affected Class in full, (B) simultaneously borrow new Loans of such Class

hereunder in an amount equal to such prepayment (which may also include the amount of

any fees, expenses or amounts due by the Borrower on or prior to the Commitment

Increase Date); provided that with respect to subclauses (A) and (B), (x) the prepayment

to, and borrowing from, any existing Lender shall be effected by book entry to the extent

that any portion of the amount prepaid to such Lender will be subsequently borrowed

from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming

Lenders shall make and receive payments among themselves, in a manner acceptable to

the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are

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held ratably by the Lenders of such Class in accordance with the respective

Commitments of such Class of such Lenders (after giving effect to such Commitment

Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under

Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of

such Class shall be deemed to have adjusted their participation interests in any

outstanding Letters of Credit and Swingline Loans of such Class so that such interests are

held ratably in accordance with their Commitments of such Class as so increased.

(f)Reduction of Non-Extending Lenders’ Commitment.Notwithstanding

anything to the contrary herein (including Section 2.08(d)):

(i)The Borrower may, so long as (1) no Default or Event of Default

exists and (2) the Borrowing Base does not exceed the Covered Debt Amount plus the

Net Revolving Exposure at such time, (x) in connection with any Commitment Increase

under Section 2.08(e), terminate, or from time to time reduce, the Commitment of any

Non-Extending Lender without reducing the Commitments of any other Lender (and,

solely to the extent such Non-Extending Lender’s Revolving Dollar Credit Exposure or

Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such

Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency

Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit

Exposure, as applicable, after giving effect to such Commitment reduction or

termination, such excess may be prepaid pursuant to Section 2.21) or (y) at any time on or

after a Non-Extending Lender’s Non-Extended Commitment Termination Date, prepay

the Loans of such Non-Extending Lender without prepaying the Loans of any other

Lender; provided that each reduction of the Commitment or prepayment of Loans of a

Non-Extending Lender pursuant to this clause (f) shall be in an amount that is $5,000,000

or a larger multiple of $1,000,000 in excess thereof (or, in each case, the entire

Commitment or outstanding Loans of such Non-Extending Lender, as applicable).

(ii)The Borrower shall notify the Administrative Agent of any election

to terminate or reduce the Commitment or prepay the Loans of any Non-Extending

Lender under this clause (f) at least four Business Days prior to (or such lesser period as

the Administrative Agent may reasonably agree) (x) the related Commitment Increase

Date in the case of any termination or reduction or (y) the effective date of such

prepayment, in each case, specifying such election and the related Commitment Increase

Date or effective date thereof, as applicable. Promptly following receipt of any notice,

the Administrative Agent shall advise each Lender of the contents thereof. Each notice

delivered by the Borrower pursuant to this clause (f) shall be irrevocable; provided that a

notice of termination or reduction 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.

Any termination or reduction of the Commitment or prepayment of Loans of any Non-Extending

Lender pursuant to this clause (f) shall be permanent and, if applicable in connection with any

termination or reduction of Commitments, shall be made concurrently with all required

reallocation prepayments and cash collateralizations required under Section 2.21; provided that,

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for the avoidance of doubt, if any Loans or Letters of Credit are outstanding, no reduction or

termination of Commitments shall be made pursuant to this Section 2.08(f) if the conditions set

forth in Section 4.02 are not satisfied on the date of such reduction or termination.

SECTION 2.09. Repayment of Loans; Evidence of Debt.

(a)Repayment. The Borrower hereby unconditionally promises to pay the

Loans of each Class as follows:

(i)to the Administrative Agent for the account of the Lenders of such

Class the outstanding principal amount of the Syndicated Loans of the Lenders of such

Class and all other amounts due and owing hereunder and under the other Loan

Documents on such Lenders’ applicable Final Maturity Date for such Class; and

(ii)to the applicable Swingline Lender the then unpaid principal

amount of each Swingline Loan of each Class denominated in Dollars made by such

Swingline Lender, on the earlier of the Extended Commitment Termination Date and the

first date after such Swingline Loan is made that is the 15th or last day of a calendar

month and is at least ten Business Days after such Swingline Loan is made; provided that

on each date that a Syndicated Borrowing of such Class is made, the Borrower shall

repay all Swingline Loans of such Class then outstanding.

In addition, on the Extended Commitment Termination Date, the Borrower shall

deposit Cash into the Letter of Credit Collateral Account (denominated in the Currency of the

Letter of Credit under which such LC Exposure arises) in an amount equal to 100% of the

undrawn amount of all Letters of Credit outstanding on the close of business on the Extended

Commitment Termination Date, such deposit to be held by the Administrative Agent as

collateral security for the LC Exposure under this Agreement in respect of the undrawn portion

of such Letters of Credit.

(b)Manner of Payment. Prior to any repayment or prepayment of any

Borrowings to any Lenders of any Class hereunder, the Borrower shall select the Borrowing or

Borrowings of such Class to be paid and shall notify the Administrative Agent by telephone

(confirmed by telecopy or electronic communication) of such selection not later than the time set

forth in Section 2.10(ef) prior to the scheduled date of such repayment; provided that, each

repayment of Borrowings in Dollars to any Lenders of a Class shall be applied to repay or prepay

any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If

the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or

prepaid, such payment shall be applied to repay Borrowings in the same Currency and, solely in

the case of any such payment in Dollars, first, to pay any outstanding ABR Borrowings of the

applicable Class and, second, to other Borrowings of such Class in the order of the remaining

duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest

Period to be repaid first). Other than in connection with a reduction or termination of

Commitments or prepayment of Loans pursuant to Section 2.08(f), the occurrence of the Final

Maturity Date with respect to any Lender pursuant to Section 2.09(a) or a mandatory prepayment

pursuant to Section 2.10(d), each payment of a Syndicated Borrowing to Lenders of a Class shall

be applied ratably (both with respect to (x) Dollar Loans and Multicurrency Loans and (y)

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Extended Loans and Non-Extended Loans) to the Loans included in such Borrowing.

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 to Cash Collateralize Letters of

Credit. In connection with a mandatory prepayment pursuant to Section 2.10(d), Net Cash

Proceeds and Return of Capital required to be applied to the prepayment of the Loans shall (x)

from the period commencing on the Non-Extended Commitment Termination Date and ending

on the Extended Commitment Termination Date, be applied ratably among the Non-Extending

Lenders for which the Non-Extended Commitment Termination Date shall have occurred and (y)

from the Extended Commitment Termination Date to the Extended Final Maturity Date, be

applied ratably to the Revolving Dollar Exposure and Revolving Multicurrency Exposure of the

Extending Lenders.

(c)Maintenance of Records by Lenders. Each Lender shall maintain in

accordance with its usual practice records evidencing the indebtedness of the Borrower to such

Lender resulting from each Loan made by such Lender, including the amounts and Currency of

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

(d)Maintenance of Records by the Administrative Agent. The Administrative

Agent shall maintain records in which it shall record (i) the amount and Currency of each Loan

made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount

and Currency of any principal or interest due and payable or to become due and payable from the

Borrower to each Lender of such Class hereunder and (iii) the amount and Currency of any sum

received by the Administrative Agent hereunder for the account of the Lenders and each

Lender’s share thereof.

(e)Effect of Entries. The entries made in the records maintained pursuant to

clause (c) or (d) of this Section 2.09 shall be prima facie evidence, absent obvious error, of the

existence and amounts of the obligations recorded therein; provided that the failure of any

Lender or the Administrative Agent to maintain such records or any error therein shall not in any

manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of

this Agreement. In the event of any conflict between the accounts and records maintained by any

Lender and the accounts and records maintained by the Administrative Agent in respect of such

matters, the accounts and records of the Administrative Agent shall control in the absence of

manifest error. In the event of any conflict between the Register and any other accounts and

records maintained by the Administrative Agent, the Register shall control in the absence of

obvious error.

(f)Promissory Notes. Any Lender may request that Loans of any Class made

by it be evidenced by a Note; in such event, the Borrower shall prepare, execute and deliver to

such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and

its registered assigns) substantially in the form of Exhibit E (or such other form as shall be

reasonably satisfactory to the Administrative Agent). Thereafter, the Loans evidenced by such

Note and interest thereon shall at all times (including after assignment pursuant to

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Section 9.04) be represented by one or more Notes in such form payable to the payee named

therein (or, if such Note is a registered note, to such payee and its registered assigns).

SECTION 2.10. Prepayment of Loans.

(a)Optional Prepayments. The Borrower shall have the right at any time and

from time to time to prepay any Borrowing in whole or in part, without premium or penalty

except for payments under Section 2.15, subject to the requirements of this Section 2.10.

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

(i)Determination of Amount Outstanding. On each Quarterly Date

and, in addition, promptly upon the receipt by the Administrative Agent of a Currency

Valuation Notice (as defined below), the Administrative Agent shall determine the

aggregate Revolving Multicurrency Credit Exposure. For the purpose of this

determination, the outstanding principal amount of any Loan or LC Exposure that is

denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the

amount in the Foreign Currency of such Loan or LC Exposure, determined as of such

Quarterly Date or, in the case of a Currency Valuation Notice received by the

Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on

such Business Day or, in the case of a Currency Valuation Notice otherwise received, on

the first Business Day after such Currency Valuation Notice is received. Upon making

such determination, the Administrative Agent shall promptly notify the Multicurrency

Lenders and the Borrower thereof.

(ii)Prepayment. If on the date of such determination the aggregate

Revolving Multicurrency Credit Exposure minus the Multicurrency LC Exposure fully

Cash Collateralized on such date exceeds 105% of the aggregate amount of the

Multicurrency Commitments as then in effect, the Borrower shall prepay the Syndicated

Multicurrency Loans and Swingline Multicurrency LoansLoans of the Swingline Lenders

with a Multicurrency Commitment (and/or provide Cash Collateral for Multicurrency LC

Exposure as specified in Section 2.05(k)) within fifteen (15) Business Days following the

Borrower’s receipt of notice from the Administrative Agent pursuant to clause (b)(i)

above in such amounts, if any, as shall be necessary so that after giving effect thereto and

the determination of the aggregate Revolving Multicurrency Credit Exposure as of such

date, the aggregate Revolving Multicurrency Credit Exposure does not exceed the

Multicurrency Commitments.

For purposes hereof “Currency Valuation Notice” means a notice given by the Required

Multicurrency Lenders to the Administrative Agent stating that such notice is a “Currency

Valuation Notice” and requesting that the Administrative Agent determine the aggregate

Revolving Multicurrency Credit Exposure. The Administrative Agent shall not be required to

make more than one valuation determination pursuant to Currency Valuation Notices within any

rolling three month period.

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Any prepayment pursuant to this clause (b) of this Section shall be applied, first to

Swingline Multicurrency Loans outstanding, second, to Syndicated Multicurrency Loans

outstanding and third, to Cash Collateralize Multicurrency LC Exposure.

(c)Mandatory Prepayments due to Borrowing Base Deficiency. In the event

that at any time any Borrowing Base Deficiency shall exist, the Borrower shall, within five (5)

Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans

(and/or provide Cash Collateral for Letters of Credit as contemplated by Section 2.05(k)) or

reduce Other Covered Indebtedness or any other Indebtedness that is included in the Covered

Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base

Deficiency is cured; provided that (i) the Loans shall be prepaid in full and Letters of Credit shall

be fully Cash Collateralized prior to the reduction of any Other Covered Indebtedness or any

other Indebtedness that is included in the Covered Debt Amount and (ii) if, within five (5)

Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing

Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible

plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base

Deficiency to be cured within thirty (30) Business Days which thirty (30) Business Day period

shall include the five Business Days permitted for delivery of such plan, then such prepayment

(and/or Cash Collateralization) or reduction shall not be required to be effected immediately but

may be effected in accordance with such plan (with such modifications as the Borrower may

reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty

(30) Business Day period.

(d)Mandatory Prepayments During Amortization Period. During the period

commencing on the date immediately following the Commitment Termination Date with respect

to any Loans of any Lender or Lenders and ending on the Final Maturity Date with respect to the

Loans of such Lender or Lenders:

(i)Asset Disposition. If the Borrower or any of its Subsidiaries (other

than a Financing Subsidiary) Disposes of any property which results in the receipt by

such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the

applicable Commitment Termination Date, the Borrower shall prepay an aggregate

principal amount of such Loans owed to such Lender or Lenders equal to 100% of such

Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net

Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

(ii)Equity Issuance. Upon the sale or issuance by the Borrower or any

of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other

than any sales or issuances of Equity Interests to the Borrower or any Subsidiary

Guarantor), the Borrower shall prepay an aggregate principal amount of such Loans owed

to such Lender or Lenders equal to 75% of all Net Cash Proceeds received therefrom no

later than the fifth Business Day following the receipt of such Net Cash Proceeds (such

prepayments to be applied as set forth in Section 2.09(b)).

(iii)Indebtedness. Upon the incurrence or issuance by the Borrower or

any of its Subsidiaries (other than a Financing Subsidiary) of any Indebtedness, the

Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender

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or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the

fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to

be applied as set forth in Section 2.09(b)).

(iv)Extraordinary Receipt. Upon any Extraordinary Receipt (which,

when taken with all other Extraordinary Receipts received after the applicable

Commitment Termination Date, exceeds $5,000,000 in the aggregate) received by or paid

to or for the account of the Borrower or any of its Subsidiaries (other than a Financing

Subsidiary), and not otherwise included in clauses (i), (ii) or (iii) of this Section 2.10(d),

the Borrower shall prepay an aggregate principal amount of such Loans owed to such

Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later

than the fifth Business Day following the receipt of such Net Cash Proceeds (such

prepayments to be applied as set forth in Section 2.09(b)).

(v)Return of Capital. If any Obligor shall receive any Return of

Capital (other than from any Financing Subsidiary) that is not otherwise included in

clauses (i), (ii), (iii) or (iv) of this Section 2.10(d), the Borrower shall prepay an aggregate

principal amount of such Loans owed to such Lender or Lenders equal to 90% of such

Return of Capital (excluding amounts payable by the Borrower pursuant to Section 2.15)

no later than the fifth Business Day following the receipt of such Return of Capital (such

prepayments to be applied as set forth in Section 2.09(b)).

Notwithstanding the foregoing, Net Cash Proceeds and Return of Capital required

to be applied to the prepayment of the Loans pursuant to this Section 2.10(d) shall exclude the

amounts necessary for the Borrower to make all required dividends and distributions (which

shall be no less than the amount estimated in good faith by Borrower under Section 6.05(b)) to

(i) maintain its Tax status as a RIC under the Code and its election to be treated as a “business

development company” under the Investment Company Act for so long as the Borrower retains

such status, (ii) reduce to zero (0) for any such taxable year its liability for federal income taxes

imposed on its investment company taxable income pursuant to Section 852(b)(1) of the Code

(or any successor thereto), and its net capital gain pursuant to Section 852(b)(3) of the Code (or

any successor thereto) for so long as the Borrower retains the status of a RIC under the Code and

(iii)avoid payment by the Borrower of federal excise Taxes imposed by Section 4982 of the

Code for so long as the Borrower retains the status of a RIC under the Code and if the Loans to

be prepaid pursuant to this Section 2.10(d)clauses (i) through (v) above are Term Benchmark

Loans, the Borrower may defer such prepayment until the last day of the Interest Period

applicable to such Loans, so long as the Borrower deposits an amount equal to such Net Cash

Proceeds, no later than the fifth Business Day following the receipt of such Net Cash Proceeds,

into a segregated collateral account in the name and under the dominion and control of the

Administrative Agent, pending application of such amount to the prepayment of the Loans on the

last day of such Interest Period; provided, further, that the Administrative Agent may direct the

application of such deposits as set forth in Section 2.09(b) at any time and if the Administrative

Agent does so, no amounts will be payable by the Borrower pursuant to Section 2.15.

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(e)Payments Following the Commitment Termination Date or During an

Event of Default. Notwithstanding any provision to the contrary in Section 2.09 or this Section

2.10:

(i)any prepayment of Loans required to be made in connection with

any of the events specified in Section 2.10(d) shall be applied to prepay Loans and/or

cash collateralize outstanding Letters of Credit on a pro-rata basis between each

outstanding Class of Revolving Credit Exposure; 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) shall be applied ratably among just the Multicurrency

Lenders to prepay the Syndicated Loans denominated in such Agreed Foreign Currency

and, if after such payment, if applicable, or otherwise, the balance of the Syndicated

Loans denominated in such Agreed Foreign Currency remaining is zero, then, if there are

any remaining proceeds, such amount shall be applied to prepay (in Dollars) the

remaining Loans and/or cash collateralize outstanding Letters of Credit on a pro-rata

basis (based on the aggregate outstanding Dollar Equivalent principal amount of such

Loans and Letters of Credit) between each outstanding Class of Revolving Credit

Exposure;

(ii)after the Commitment Termination Date, no optional prepayment

of the Loans of any Class shall be permitted unless at such time, the Borrower also

prepays the Loans of each other Class or, to the extent no Loans of any other Class are

outstanding, provides cash collateral as contemplated by Section 2.05(k) for outstanding

Letters of Credit of such Class, 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 Revolving Credit Exposure; 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 applied to repay Loans and/or cash collateralize

outstanding Letters of Credit on a pro rata basis (based on the aggregate Dollar

Equivalents of the outstanding principal amounts of such Loans and Letters of Credit)

between each outstanding Class of Revolving Credit Exposure.

(f)(e) Notices, Etc. The Borrower shall notify the Administrative Agent

(and, in the case of prepayment of a Swingline Loan made by a Swingline Lender, such

Swingline Lender) by telephone (confirmed by telecopy or electronic communication) of any

prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing

denominated in Dollars (other than in the case of a prepayment pursuant to Section 2.10(d)), not

later than 11:00 a.m., New York City time, three (3) Business Days before the date of

prepayment, (ii) in the case of prepayment of a Term Benchmark Borrowing denominated in a

Foreign Currency (other than in the case of a prepayment pursuant to Section 2.10(d)), not later

than 11:00 a.m., New York City time, four (4) Business Days before the date of prepayment, (iii)

in the case of prepayment of a Syndicated ABR Borrowing (other than in the case of a

prepayment pursuant to Section 2.10(d)), not later than 11:00 a.m., New York City time, one

Business Day before the date of prepayment, (iv) in the case of prepayment of a Swingline Loan,

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not later than 11:00 a.m., New York City time, on the date of prepayment, or (v) in the case of

any prepayment pursuant to Section 2.10(d), not later than 11:00 a.m., New York City time, one

Business Day before the date of prepayment. Each such notice shall be irrevocable and shall

specify the prepayment date, the principal amount of each Borrowing or portion thereof to be

prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the

amount of such prepayment; provided that, if (i) a notice of prepayment is given in connection

with a conditional notice of termination of the Commitments of a Class as contemplated by

Section 2.08, then such notice of prepayment may be revoked if such notice of termination is

revoked in accordance with Section 2.08 and (ii) any notice given in connection with Section

2.10(d) may be conditioned on the consummation of the applicable transaction contemplated by

such Section and the receipt by the Borrower or any such Subsidiary (other than a Financing

Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice relating to a

Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the

contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be

permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or in the case

of a Swingline Loan, as provided in Section 2.04, except as necessary to apply fully the required

amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to

the extent required by Section 2.12 and shall be made and applied in the manner specified in

Section 2.09(b). unless such prepayment is made in connection with the reduction of

Commitments in accordance with Section 2.08(b) or (f) or a mandatory prepayment pursuant to

Section 2.10(d) in which case such prepayment shall be applied in accordance with Section

2.08(d), 2.08(f) or Section 2.10(d), as applicable.

SECTION 2.11.  Fees.

(a)Commitment Fee. The Borrower agrees to pay to the Administrative

Agent for the account of each Lender a commitment fee, which shall accrue at a rate per annum

equal to 0.375% on the average daily unused amount of the Dollar Commitment and

Multicurrency Commitment, as applicable, of such Lender during the period from and including

the Effective Date to but excluding the earlier of the date such Commitment terminates and such

Lender’s Commitment Termination Date. Commitment fees accrued through and including each

Quarterly Date shall be payable on such Quarterly Date commencing on the first such date to

occur after the Effective Date and on the earlier of the date the Commitments of the respective

Class terminate and the Commitment Termination Date of such Class. All commitment fees

shall be computed on the basis of a year of 360 days and shall be payable for the actual number

of days elapsed (including the first day but excluding the last day). For purposes of computing

commitment fees, the Commitment of any Class of a Lender shall be deemed to be used to the

extent of the outstanding Syndicated Loans and LC Exposure of each Class of such Lender (and

the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).

(b)Letter of Credit Fees. The Borrower agrees to pay (i) to the

Administrative Agent for the account of each Lender a participation fee with respect to its

participations in Letters of Credit of each Class, which shall accrue at a rate per annum equal to

the Applicable Margin applicable to interest on Term Benchmark Loans on the average daily

amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable

to unreimbursed LC Disbursements) during the period from and including the Effective Date to

but excluding the later of the date on which such Lender’s Commitment of such Class terminates

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and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to

each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the

average daily amount of such Issuing Bank’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 of termination of the Commitments and the

date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees

with respect to the issuance, amendment or extension of any Letter of Credit or processing of

drawings thereunder. Participation fees and fronting fees accrued through and including each

Quarterly Date shall be payable on such Quarterly Date, commencing on the first such date to

occur after the Effective Date; provided that all such fees with respect to the Letters of Credit

shall be payable (i) with respect to the Issuing Bank, on the Termination Date and (ii) with

respect to any Lender, on the earlier to occur of such Lender’s Final Maturity Date and the

Termination Date and the Borrower shall pay any such fees that have accrued and that are unpaid

on such 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 and including the date such outstanding Letters of

Credit are scheduled to expire (and, in that connection, the Lenders agree not later than the date

two Business Days after the date upon which the last such Letter of Credit shall expire or be

terminated to rebate to the Borrower the excess, if any, of the aggregate participation and

fronting fees that have been prepaid by the Borrower over the sum of the amount of such fees

that ultimately accrue through the date of such expiration or termination and the aggregate

amount of all other unpaid obligations hereunder at such time). Any other fees payable to an

Issuing Bank pursuant to this clause (b) shall be payable within ten (10) Business Days after

demand. All participation fees and fronting fees shall be computed on the basis of a year of 360

days and shall be payable for the actual number of days elapsed (including the first day but

excluding the last day).

(c)Administrative Agent Fees. The Borrower agrees to pay to the

Administrative Agent, for its own account, fees payable in the amounts and at the times

separately agreed upon between the Borrower and the Administrative Agent.

(d)Payment of Fees. All fees payable hereunder shall be paid on the dates

due, in Dollars (or, at the election of the Borrower with respect to any fees payable to an Issuing

Bank on account of Letters of Credit issued by such Issuing Bank in any Foreign Currency, in

such Foreign Currency) and immediately available funds, to the Administrative Agent (or to the

applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of

commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be

refundable under any circumstances absent obvious error.

SECTION 2.12.  Interest.

(a)ABR Loans. The Loans constituting each ABR Borrowing (including

each Swingline Loan) shall bear interest at a rate per annum equal to the Alternate Base Rate

plus the Applicable Margin.

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(b)Term Benchmark Loans. The Loans constituting each Term Benchmark

Borrowing shall bear interest at a rate per annum equal to the Term Benchmark Rate for the

related Interest Period for such Borrowing plus the Applicable Margin.

(c)[Reserved].

(d)Default Interest. Notwithstanding the foregoing, if any amount of

principal of any Loan, interest, fee or other amount payable by the Borrower hereunder is

accrued and not paid when due, whether at stated maturity, by acceleration or otherwise, such

overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times

equal to (A) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable

to such Loan as provided above, (B) in the case of any Letter of Credit, 2% plus the fee

otherwise applicable to such Letter of Credit as provided in Section 2.11(b)(i), (C) in the case of

any fee or other amount denominated in Dollars, 2% plus the rate applicable to ABR Loans as

provided in clause (a) of this Section 2.12 and (D) in the case of any fee or other amount

denominated in any Foreign Currency, 2% plus the rate applicable to Term Benchmark Loans as

provided in clause (b) of this Section 2.12.

(e)Payment of Interest. Accrued interest on each Loan shall be payable in

arrears onto the Administrative Agent for the distribution to each Lender on each Interest

Payment Date for such Loan in the Currency in which such Loan is denominated and, in the case

of Syndicated Loans, with respect to any Lender, upon the earlier of such Lender’s Final

Maturity Date and the Termination Date; provided that (i) interest accrued pursuant to clause (d)

of this Section 2.12 shall be payable on demand, (ii) in the event of any repayment or prepayment

of any Loan (other than a prepayment of a Syndicated ABR Loan prior to such Lender’s Final

Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on

the date of such repayment or prepayment and (iii) in the event of any conversion of any Term

Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period therefor,

accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(f)Computation. All interest hereunder shall be computed on the basis of a

year of 360 days, except that interest computed by reference to the Alternate Base Rate at times

when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a

year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual

number of days elapsed (including the first day but excluding the last day). The applicable

Alternate Base Rate or Term Benchmark Rate shall be determined by the Administrative Agent

and such determination shall be conclusive absent manifest error.

(g)Conforming Changes. In connection with the use or administration of

Term SOFR, the Administrative Agent will have the right to make Conforming Changes from

time to time and, notwithstanding anything to the contrary herein or in any other Loan

Document, any amendments implementing such Conforming Changes will become effective

without any further action or consent of any other party to this Agreement or any other Loan

Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the

effectiveness of any Conforming Changes in connection with the use or administration of Term

SOFR.

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SECTION 2.13. Inability to Determine Interest Rates; Benchmark Replacement.

(a)Temporary Inability. Subject to Section 2.13(b), if prior to the

commencement of any Interest Period for any Term Benchmark Borrowing of a Class (the

Currency of such Borrowing herein called the “Affected Currency”):

(i)the Administrative Agent shall have determined (which

determination shall be conclusive and binding upon the Borrower absent manifest error)

that the Term Benchmark Rate for the Affected Currency cannot be determined pursuant

to the definition thereof for such Interest Period; or

(ii)the Administrative Agent shall have received notice from the

Required Lenders of such Class that the Term Benchmark Rate for the Affected Currency

for such Interest Period will not adequately and fairly reflect the cost to such Lenders of

making or maintaining their respective Loans included in such Borrowing for such

Interest Period;

then the Administrative Agent shall give written notice thereof (or telephonic

notice, promptly confirmed in writing) to the Borrower and the affected Lenders as promptly as

practicable thereafter. Until the Administrative Agent shall notify the Borrower and the Lenders

that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request

that requests the conversion of any Syndicated Borrowing to, or the continuation of any

Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency

shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless

prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing at the end of the

applicable Interest Period, (ii) if the Affected Currency is Dollars and any Borrowing Request

requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made

as a Syndicated ABR Borrowing, and (iii) if the Affected Currency is Canadian Dollars, (A) any

Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian

Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to

the Canadian Prime Rate; provided, that if the Administrative Agent determines (which

determination shall be conclusive and binding absent manifest error) that the Canadian Prime

Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any

outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall

either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with

a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest

Period; provided that, if the Administrative Agent determines (which determination shall be

conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be

determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars

(in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the

applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in

Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the

applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period;

provided that if no election is made by the Borrower by the date that is three Business Days after

receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last

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day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the

Borrower shall be deemed to have elected clause (iii)(B)(1) above.

(b)Benchmark Replacement Setting. Notwithstanding anything to the

contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related

Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark

for a Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is

determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such

Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for

all purposes hereunder and under any other Loan Document in respect of such Benchmark

setting and subsequent Benchmark settings without any amendment to, or further action or

consent of any other party to, this Agreement or any other Loan Document and (y) if a

Benchmark Replacement is determined in accordance with clause (2) of the definition of

“Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark for such Currency for all purposes hereunder and

under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New

York City time) 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 (x) in the case of a Benchmark Replacement for Dollars,

the Required Lenders, and (y) in the case of a Benchmark Replacement for any Foreign

Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple

SOFR, all interest payments will be payable on a quarterly basis.

(c)Benchmark Replacement Conforming Changes. In connection with the

use, administration, adoption or implementation of a Benchmark Replacement, the

Administrative Agent (in consultation with the Borrower) will have the right to make

Conforming Changes from time to time and, notwithstanding anything to the contrary herein or

in any other Loan Document, any amendments implementing such Conforming Changes will

become effective without any further action or consent of any other party to this Agreement or

any other Loan Document.

(d)Notices; Standards for Decisions and Determinations. The Administrative

Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any

Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection

with the use, administration, adoption or implementation of a Benchmark Replacement. The

Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor

of a Benchmark pursuant to Section 2.13(e) and (y) the commencement of any Benchmark

Unavailability Period. 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

2.13, 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 or any selection, 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

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Agreement or any other Loan Document, except, in each case, as expressly required pursuant to

this Section 2.13.

(e)Unavailability of Tenor of Benchmark. Notwithstanding anything to the

contrary herein or in any other Loan Document, at any time (including in connection with the

implementation of a Benchmark Replacement), (i) if the then-current Benchmark for a Currency

is a term rate (including the Term SOFR Reference Rate or the Term CORRA Reference Rate)

and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or

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

Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the

administrator of such Benchmark has provided a public statement or publication of information

announcing that any tenor for such Benchmark for such Currency is not or will not be

representative, then the Administrative Agent may modify the definition of “Interest Period” (or

any similar or analogous definition) for any Benchmark settings for such Currency at or after

such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was

removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or

information service for a Benchmark for such Currency (including a Benchmark Replacement) or

(B) is not, or is no longer, subject to an announcement that it is not or will not be representative

for a Benchmark for such Currency (including a Benchmark Replacement), then the

Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for all Benchmark settings for such Currency at or after such time to reinstate such

previously removed tenor.

(f)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice

of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any

pending request for a Term Benchmark Borrowing of, conversion to or continuation of Term

Benchmark Loans in each affected Currency to be made, converted or continued during any

Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests

the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing

as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective

and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be

continued as, or converted to a Syndicated ABR Borrowing at the end of the applicable Interest

Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term

Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated

ABR Borrowing and (iii) if the affected Currency is Canadian Dollars, (A) any Borrowing

Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be

made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian

Prime Rate; provided, that if the Administrative Agent determines (which determination shall be

conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be

determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term

Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be

converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term

Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period;

provided that, if the Administrative Agent determines (which determination shall be conclusive

and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such

Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an

amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable

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Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in

an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable

Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that,

if no election is made by the Borrower by the date that is three Business Days after receipt by the

Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the

current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be

deemed to have elected clause (iii)(B)(1) above. During a Benchmark Unavailability Period or at

any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of

the Alternate Base Rate based upon the then-current Benchmark or such tenor for such

Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

SECTION 2.14. Increased Costs.

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

(i)impose, modify or deem applicable any reserve (including pursuant

to regulations issued from time to time by the Board for determining the maximum

reserve requirement (including any emergency, special, supplemental or other marginal

reserve requirement) with respect to any eurocurrency funding (currently referred to as

“Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance

charge or similar requirement against assets of, deposits with or for the account of, or

credit extended or participated in by, any Lender or any Issuing Bank; or

(ii)impose on the Administrative Agent, any Lender or any Issuing

Bank or the relevant local market any other condition, cost or expense (other than (A)

Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of

Excluded Taxes and (C) Other Connection Taxes that are imposed on or measured by net

income (however denominated) or that are franchise Taxes or branch profits Taxes)

affecting this Agreement or Term Benchmark Loans made by such Lender or such Letter

of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making,

converting to, continuing or maintaining any Term Benchmark Loan (or of maintaining its

obligation to make any such Loan) or to increase the cost to such Lender or such 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 such Issuing Bank hereunder (whether of principal,

interest or otherwise), then the Borrower will pay to such Lender or such Issuing Bank, as the

case may be, in Dollars, such additional amount or amounts as will compensate such Lender or

such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital and Liquidity Requirements. If any Lender or any 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 such Issuing Bank’s capital or on the

capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of

this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit

held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that

which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding

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company could have achieved but for such Change in Law (taking into consideration such

Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing

Bank’s holding company with respect to capital adequacy and liquidity requirements), by an

amount deemed to be material by such Lender or such Issuing Bank, then from time to time the

Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such

additional amount or amounts as will compensate such Lender or such Issuing Bank or such

Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c)Certificates from Lenders. A certificate of a Lender or an Issuing Bank

setting forth in reasonable detail the basis for and the calculation of the amount or amounts in

Dollars, necessary to compensate such Lender or such Issuing Bank or its holding company, as

the case may be, as specified in clause (a) or (b) of this Section 2.14 shall be promptly delivered

to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such

Lender or such 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 any

Issuing Bank to demand compensation pursuant to this Section 2.14 shall not constitute a waiver

of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the

Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this

Section for any increased costs or reductions incurred more than nine months prior to the date

that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change

in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing

Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law

giving rise to such increased costs or reductions is retroactive, then the nine-month period

referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of

any principal of any Term Benchmark 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 Benchmark Loan other than on the last day of an

Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Syndicated

Loan on the date specified in any notice delivered pursuant hereto (including in connection with

any Commitment Increase Date and regardless of whether such notice is permitted to be

revocable under Section 2.10(ef) 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 Benchmark

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 reasonable expense attributable to

such event (excluding loss of anticipated profits). In the case of a Term Benchmark Loan, the

loss to any Lender attributable to any such event shall be deemed to include an amount

determined by such Lender to be equal to the excess, if any, of:

(i)the amount of interest that such Lender would pay for a deposit

equal to the principal amount of such Loan denominated in the Currency of such Loan for

the period from the date of such payment, conversion, failure or assignment to the last

day of the then current Interest Period for such Loan (or, in the case of a failure to

borrow, convert or continue, the duration of the Interest Period that would have resulted

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from such borrowing, conversion or continuation) if the interest rate payable on such

deposit were equal to the Term Benchmark Rate for such Currency for such Interest

Period, over

(ii)the amount of interest that such Lender would earn on such

principal amount for such period if such Lender were to invest such principal amount for

such period at the interest rate that would be bid by such Lender (or an affiliate of such

Lender) for deposits denominated in such Currency from other banks in the market for

the applicable Term Benchmark Rate at the commencement of such period.

Payment under this Section 2.15 shall be made upon written request of a Lender delivered not

later than ten (10) Business Days following the payment, conversion, or failure to borrow,

convert, continue or prepay that gives rise to a claim under this Section 2.15 accompanied by a

certificate of such Lender setting forth in reasonable detail the basis for and the calculation of the

amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15, which

certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the

amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

SECTION 2.16.  Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any

obligation of the Borrower hereunder or under any other Loan Document shall be made free and

clear of and without deduction for any Taxes, except as required by applicable law (as

determined in the good faith discretion of an applicable withholding agent); provided that if the

Borrower shall be required to deduct any Taxes from such payments, then (i) if such Taxes are

Indemnified Taxes, the sum payable shall be increased as necessary so that after making all

required deductions (including deductions and withholdings applicable to additional sums

payable under this Section 2.16) the Administrative Agent, applicable Issuing Bank or applicable

Lender (as the case may be) receives an amount equal to the sum it would have received had no

such deduction or withholding been made, (ii) the Borrower shall make such deductions and

(iii)the Borrower shall pay the full amount deducted to the relevant Governmental Authority in

accordance with applicable law.

(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay

to the relevant Governmental Authority in accordance with Applicable Law, or at the option of

the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Indemnification by the Borrower. The Borrower shall indemnify the

Administrative Agent, each Issuing Bank and each Lender for and, within ten (10) Business Days

after demand therefor, pay the full amount of any Indemnified Taxes (including Indemnified

Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) payable

or paid by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, and

any reasonable expenses arising therefrom or with respect thereto, whether or not such

Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability delivered to the Borrower

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by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of

a Lender or an Issuing Bank, shall be conclusive absent manifest error.

(d)Indemnification by the Lenders. Each Lender shall severally indemnify

the Administrative Agent, within ten (10) Business Days after written demand therefor, for (i)

any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has

not already indemnified the Administrative Agent for such Indemnified Taxes and without

limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s

failure to comply with the provisions of Section 9.04(f) relating to the maintenance of a

Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that

are payable or paid by the Administrative Agent in connection with any Loan Document, and any

reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were

correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as

to the amount of such payment or liability delivered to any Lender by the Administrative Agent

shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative

Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan

Document or otherwise payable by the Administrative Agent to the Lender from any other source

against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Payments. As soon as practicable after any payment of Taxes

by the Borrower to a Governmental Authority pursuant to this Section 2.16, the Borrower shall

deliver to the Administrative Agent the original or a certified copy of a receipt issued by such

Governmental Authority evidencing such payment, a copy of the return reporting such payment

or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Tax Documentation. (i) Any Lender that is entitled to an exemption from

or reduction of withholding tax under the law of the jurisdiction in which the Borrower is

located, or any treaty to which such jurisdiction is a party, with respect to payments under this

Agreement and the other Loan Documents shall deliver to the Borrower (with a copy to the

Administrative Agent), at the time or times reasonably requested by the Borrower, such properly

completed and executed documentation prescribed by applicable law as will permit such

payments to be made without withholding or at a reduced rate 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 Sections 2.16(f)(ii)(A), 2.16(f)(ii)(B)(w)-(y), 2.16(f)(iii) and 2.16(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:

(A)any Lender that is a United States Person shall deliver to

the Borrower and the Administrative Agent (and such additional copies as shall

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be reasonably requested by the recipient) on or prior to the date on which such

Lender becomes a Lender under this Agreement (and from time to time thereafter

upon the reasonable request of the Borrower or the Administrative Agent), duly

completed and executed copies of Internal Revenue Service Form W-9 or any

successor form certifying that such Lender is exempt from U.S. federal backup

withholding tax; and

(B)each Foreign Lender, shall 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), whichever of the following is applicable:

(w)duly completed and executed copies of Internal Revenue

Service Form W-8BEN or W-8BEN-E or any successor form claiming

eligibility for benefits of an income tax treaty to which the United States is

a party,

(x)duly completed copies of Internal Revenue Service Form

W-8ECI or any successor form certifying that the income receivable

pursuant to this Agreement is effectively connected with the conduct of a

trade or business in the United States,

(y)in the case of a Foreign Lender claiming the benefits of the

exemption for portfolio interest under Section 881(c) of the Code, (1) a

certificate to the effect that such Foreign Lender is not (1) a “bank” within

the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent

shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)

of the Code, or (3) a “controlled foreign corporation” related to the

Borrower as described in Section 881(c)(3)(C) of the Code and (2) duly

completed and executed copies of Internal Revenue Service Form

W-8BEN or W-8BEN-E (or any successor form) certifying that the

Foreign Lender is not a United States Person, or

(z)any other form including Internal Revenue Service Form

W-8IMY as applicable prescribed by applicable law as a basis for

claiming exemption from or a reduction in U.S. federal withholding Tax

duly completed together with such supplementary documentation as may

be prescribed by applicable law to permit the Borrower to determine the

withholding or deduction required to be made.

(iii)In addition, each Lender shall deliver such forms promptly upon

the obsolescence, expiration or invalidity of any form previously delivered by such

Lender; provided it is legally able to do so at the time. Each Lender shall promptly notify

the Borrower and the Administrative Agent at any time the chief tax officer of such

Lender (or such other person so responsible) becomes aware that it no longer satisfies the

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legal requirements to provide any previously delivered form or certificate to the Borrower

(or any other form of certification adopted by the U.S. or other taxing authorities for such

purpose).

(g)Documentation Required by FATCA. If a payment made to a Lender

under this Agreement would be subject to withholding Tax imposed by FATCA if such Lender

were to fail to comply with the applicable reporting requirements of FATCA (including those

contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to

the Borrower and the Administrative Agent, at the time or times prescribed by law and at such

time or times reasonably requested by the Borrower or the Administrative Agent, such

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 Borrower or the

Administrative Agent as may be necessary for the Borrower and the Administrative Agent to

comply with their respective obligations under FATCA or to determine the amount to deduct and

withhold from such payment. Solely for purposes of this Section 2.16(g), “FATCA” shall

include any amendments made to FATCA after the date of this Agreement.

(h)Treatment of Certain Refunds. If the Administrative Agent, any Issuing

Bank or any Lender determines, in its sole discretion exercised in good faith, that it has received

a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to

which the Borrower has paid additional amounts pursuant to this Section 2.16, 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 2.16 with respect to the Taxes

giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, any

Issuing Bank or any Lender, as the case may be, and without interest (other than any interest paid

by the relevant Governmental Authority with respect to such refund); provided that the

Borrower, upon the request of the Administrative Agent, any Issuing Bank or any Lender, agrees

to repay the amount paid over to the Borrower (plus any penalties, interest or other charges

imposed by the relevant Governmental Authority) to the Administrative Agent, any Issuing Bank

or any Lender in the event the Administrative Agent, any Issuing Bank or any Lender is required

to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary

in this clause (h), in no event will the Administrative Agent, any Issuing Bank or any Lender be

required to pay any amount to Borrower pursuant to this clause (h), the payment of which would

place such Person in a less favorable net after-Tax position than such Person would have been in

if the indemnification payments or additional amounts giving rise to such refund had never been

paid. This subsection shall not be construed to require the Administrative Agent, any Issuing

Bank or any Lender to make available its tax returns or its books or records (or any other

information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(i)Defined Terms. For purposes of this Section, the term “Lender” includes

any Issuing Bank.

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

(a)Payments by the Borrower. The Borrower shall make each payment

required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC

Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other Loan

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Document (except to the extent otherwise provided therein) prior to 2:00 p.m., New York City

time, on the date when due, in immediately available funds, without set-off or counterclaim.

Any amounts received after such time on any date may, in the discretion of the Administrative

Agent, be deemed to have been received on the next succeeding Business Day for purposes of

calculating interest thereon. All such payments shall be made to the Administrative Agent at the

Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan

Document and except payments to be made directly to any Issuing Bank or any Swingline

Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and

9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent

shall distribute any such payments received by it for the account of any other Person to the

appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due

on a day that is not a Business Day, the date for payment shall be extended to the next

succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall

be payable for the period of such extension.

All amounts owing under this Agreement (including commitment fees, payments

required under Section 2.14, and payments required under Section 2.15 relating to any Loan

denominated in Dollars, but not including principal of and interest on any Loan denominated in

any Foreign Currency or payments relating to any such Loan required under Section 2.15, or any

reimbursement or Cash Collateralization of any LC Exposure denominated in any foreignForeign

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 LC Disbursement shall, if such Loan or LC Disbursement is not

denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if

such due date is a day other than the last day of the Interest Period therefor, on the last day of

such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such

redenomination and such principal shall be payable on demand; and if the Borrower shall fail to

pay any interest on any Loan or LC Disbursement that is not denominated in Dollars, such

interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due

date is a day other than the last day of the Interest Period therefor, on the last day of such Interest

Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination

and such interest shall be payable on demand.

Notwithstanding the foregoing provisions of this Section 2.17, if, after the making

of any Borrowing in any Foreign Currency, currency control or exchange regulations are

imposed in the country which issues such currency with the result that the type of Currency in

which the Borrowing was made (the “Original Currency”) no longer exists or the Borrower is not

able to make payment to the Administrative Agent for the account of the Lenders in such

Original Currency, then all payments to be made by the Borrower hereunder in such currency

shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the

date of repayment) of such payment due, it being the intention of the parties hereto that the

Borrower takes all risks of the imposition of any such currency control or exchange regulations.

(b)Application of Insufficient Payments. If at any time insufficient funds are

received by and available to the Administrative Agent to pay fully all amounts of principal,

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unreimbursed LC Disbursements, interest and fees of a Class then due hereunder, such funds

shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among

the parties entitled thereto in accordance with the amounts of interest and fees of such Class then

due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of

such Class then due hereunder, ratably among the parties entitled thereto in accordance with the

amounts of principal and unreimbursed LC Disbursements of such Class then due to such

parties.

(c)Pro Rata Treatment.Except to the extent otherwise provided herein:

(i)(x) other than with respect to any Syndicated Borrowing requested pursuant to Section

2.21(a)(i), each Syndicated Borrowing of a Class shall be made from the Lenders of such Class

of Commitment, (y) other than the payment of a commitment fee to a Non-Extending Lender on

the earlier of the date its Commitments terminate and its applicable Non-Extended Commitment

Termination Date, each payment of commitment fee under Section 2.11 shall be made for the

account of the Lenders of the applicable Class, and (z) other than with respect to any termination

or reduction of Commitments or prepayment of Loans in accordance with Section 2.08(f), each

termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall

be applied to the respective Commitments of the Lenders of such Class, in each case pro rata

according to the amounts of their respective Commitments of such Class; (ii) other than with

respect to any Syndicated Borrowing requested pursuant to Section 2.21(a)(i) each Syndicated

Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to

the amounts of their respective Commitments of such Class (in the case of the making of

Syndicated Loans) or their respective Loans of such Class that are to be included in such

Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection

with a termination or reduction of Commitments or prepayment of Loans in accordance with

Section 2.08(f), the payment of a Non-Extending Lender’s Non-Extended Loans on such

Non-Extending Lender’s Non-Extended Final Maturity Date pursuant to Section 2.09(a) or a

mandatory prepayment pursuant to Section 2.10(d), each payment or prepayment of principal of

Syndicated Loans of a Class by the Borrower shall be made for the account of the Lenders of

such Class pro rata in accordance with the respective unpaid principal amounts of the Syndicated

Loans of such Class held by them; and (iv) other than the payment of interest to a Non-Extending

Lender on the earlier of the date its Commitments terminate and its applicable Non-Extended

Final Maturity Date, each payment of interest on Syndicated Loans of a Class by the Borrower

shall be made for the 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.

Each Syndicated Borrowing requested pursuant to Section 2.21(a)(i) shall be made from each

Extending Lender and Non-Extending Lender for which the Non-Extending Commitment

Termination Date shall not have occurred on a pro rata basis according to the amounts of their

respective Commitments.Any termination or reduction of Commitments or prepayment of

Loans made in accordance with Section 2.08(f) (including any payment or prepayment of

principal of Syndicated Loans in connection therewith), shall be applied to the applicable

Non-Extending Lender(s) on a pro rata basis according to the amounts of their respective

Commitments or Loans, as applicable.Any payment of Non-Extended Loans on a

Non-Extended Final Maturity Date pursuant to Section 2.09(a) shall be made for the account of

each Non-Extending Lender for which the applicable Non-Extended Final Maturity Date shall

have occurred pro rata in accordance with the respective unpaid principal amounts of the

Non-Extended Loans held by them and any mandatory prepayment of Non-Extended Loans

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pursuant to Section 2.10(d) shall be made for the account of each Non-Extending Lender for

which the applicable Non-Extended Commitment Termination Date shall have occurred pro rata

in accordance with the respective unpaid principal amounts of the Non-Extended Loans held by

them. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending

Lenders following the occurrence and during the continuance of a Default or Event of Default or

at any time the Borrowing Base exceeds the Covered Debt Amount plus the Net Revolving

Exposure at such time.

(d)Sharing of Payments by Lenders. If any Lender of any Class shall, by

exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any

principal of or interest on any of its Syndicated Loans, or participations in LC Disbursements or

Swingline Loans, of such Class resulting in such Lender receiving payment of a greater

proportion of the aggregate amount of its Syndicated Loans, and participations in LC

Disbursements and Swingline Loans, and accrued interest thereon of such Class then due than

the proportion received by any other Lender of such Class, then the Lender receiving such

greater proportion shall purchase (for cash at face value) participations in the Syndicated Loans,

and participations in LC Disbursements and Swingline Loans, of other Lenders of such Class to

the extent necessary so that the benefit of all such payments shall be shared by the Lenders of

such Class ratably in accordance with the aggregate amount of principal of and accrued interest

on their respective Syndicated Loans, and participations in LC Disbursements and Swingline

Loans, of such Class; provided that (i) if any such participations are purchased and all or any

portion of the payment giving rise thereto is recovered, such participations shall be rescinded and

the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions

of this clause (d) 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 clause (d) 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 the account of the Lenders or the Issuing Banks 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 Banks, as the case may be, the amount due.

In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the

Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent

forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest

thereon, for each day from and including the date such amount is distributed to it to but

excluding the date of payment to the Administrative Agent at the Federal Funds Effective Rate.

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(f)Certain Deductions by the Administrative Agent. If any Lender shall fail

to make any payment required to be made by it pursuant to Section 2.05(e), 2.06(a) or (b) or

2.17(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary

provision hereof), apply any amounts thereafter received by the Administrative Agent for the

account of such Lender to satisfy such Lender’s obligations under such Sections until all such

unsatisfied obligations are fully paid.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests

compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or

additional amounts to any Lender or any Governmental Authority for the account of any Lender

pursuant to Section 2.16, then, at the request of the Borrower, such Lender shall use reasonable

efforts to designate a different lending office for funding or booking its Loans hereunder or to

assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the

judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts

payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not

subject such Lender to any cost or expense not required to be reimbursed by the Borrower and

would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all

reasonable costs and expenses incurred by any Lender in connection with any such designation

or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under

Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts

to any Lender or any Governmental Authority for the account of any Lender pursuant to

Section 2.16, and, in each case, such Lender has not designated a different lending office in

accordance with clause (a) above, or if any Lender becomes a Defaulting Lender or is a

Non-Consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole

expense and effort, upon notice to such Lender and the Administrative Agent, require such

Lender to assign and delegate, without recourse (in accordance with and subject to the

restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to

payments pursuant to Sections 2.14 and 2.16) and obligations under this Agreement and the

related Loan Documents to an assignee (which has met the restrictions contained in Section 9.04

and has received the required consents under Section 9.04) that shall assume such obligations

(which assignee may be another Lender, if a Lender accepts such assignment); provided that

(i) the Borrower shall have received the prior written consent of the Administrative Agent (and,

if a Commitment is being assigned, each Issuing Bank and each Swingline Lender), which

consent shall not unreasonably be 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 and Swingline Loans, accrued interest thereon, accrued fees and all other

amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal

and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the

case of any such assignment resulting from a claim for compensation under Section 2.14 or

payments required to be made pursuant to Section 2.16, such assignment will result in a

reduction or elimination of 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

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or otherwise, the circumstances entitling the Borrower to require such assignment and delegation

cease to apply.

SECTION 2.19. Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary

contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as

such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Defaulting Lender Waterfall. Any payment of principal, interest,

fees or other amounts received by the Administrative Agent for the account of such

Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII

or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant

to Section 9.08 shall be applied at such time or times as may be determined by the

Administrative Agent as follows: first, to the payment of any amounts owing by such

Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a

pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or

any Swingline Lender hereunder; third, to Cash Collateralize each Issuing Bank’s

Fronting Exposure with respect to such Defaulting Lender in the manner described in

Section 2.09(a); fourth, as the Borrower may request (so long as no Default exists), to the

funding of any Loan in respect of which such Defaulting Lender has failed to fund its

portion thereof as required by this Agreement, as determined by the Administrative

Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in

a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s

potential future funding obligations with respect to Loans under this Agreement and (y)

Cash Collateralize each Issuing Bank’s future Fronting Exposure with respect to such

Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in

the manner described in Section 2.09(a); sixth, to the payment of any amounts owing to

the Lenders, Issuing Banks or Swingline Lenders as a result of any judgment of a court of

competent jurisdiction obtained by any Lender, any Issuing Bank or any Swingline

Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of

its obligations under this Agreement; seventh, so long as no Event of Default exists and

no event or condition exists which, upon notice, lapse of time or both would, unless cured

or waived, become an Event of Default under clause (a), (b), (i) or (j) of Article VII, to

the payment of any amounts owing to the Borrower as a result of any judgment of a court

of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a

result of such Defaulting Lender’s breach of its obligations under this Agreement; and

eighth, to such Defaulting Lender or as otherwise directed by a court of competent

jurisdiction; provided that if (x) such payment is a payment of the principal amount of

any Loans or reimbursement obligations in respect of any LC Disbursement for which

such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans

were made or the related Letters of Credit were issued at a time when the conditions set

forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to

pay the Loans of, and reimbursement obligations in respect of any LC Disbursement that

is owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the

payment of any Loans of, or reimbursement obligations in respect of any LC

Disbursement that is owed to, such Defaulting Lender until such time as all Loans and

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funded and unfunded participations in Letters of Credit and Swingline Loans are held by

the Lenders pro rata in accordance with the applicable Commitments without giving

effect to Section 2.19(a)(iii). Any payments, prepayments or other amounts paid or

payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a

Defaulting Lender or to post Cash Collateral pursuant to this Section 2.19(a)(i) shall be

deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably

consents hereto.

(ii)Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any fee

pursuant to Sections 2.11(a) and (b) for any period during which that Lender is a

Defaulting Lender (and Borrower shall not be required to pay any such fee that

otherwise would have been required to have been paid to that Defaulting Lender);

provided that such Defaulting Lender shall be entitled to receive fees pursuant to

Section 2.11(b) for any period during which that Lender is a Defaulting Lender

only to extent allocable to its Applicable Percentage of the amount of Letters of

Credit for which such Defaulting Lender (but not the Borrower) has provided

Cash Collateral pursuant to Section 2.19(d).

(B)With respect to any fees pursuant to Section 2.11(b) not

required to be paid to any Defaulting Lender pursuant to clause (A) above,

Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee

otherwise payable to such Defaulting Lender with respect to such Defaulting

Lender’s participation in Letters of Credit or Swingline Loans that has been

reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay

to each Issuing Bank the amount of any such fee otherwise payable to such

Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting

Exposure to such Defaulting Lender, and (z) not be required to pay the remaining

amount of any such fee.

(iii)Reallocation of Participations to Reduce Fronting Exposure. All or

any part of such Defaulting Lender’s participation in Letters of Credit and Swingline

Loans shall be reallocated (effective no later than one (1) Business Day after the

Administrative Agent has actual knowledge that such Lender has become a Defaulting

Lender) among the Non-Defaulting Lenders in accordance with their respective

Applicable Dollar Percentages, Applicable Multicurrency Percentages and Applicable

Percentages, as the case may be (in each case calculated without regard to such

Defaulting Lender’s Commitment), but only to the extent that (x) the conditions set forth

in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall

have otherwise notified Administrative Agent at such time, Borrower shall be deemed to

have represented and warranted that such conditions are satisfied at such time), and (y)

such reallocation does not cause the aggregate Revolving Credit Exposure of any

Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject

to Section 9.17, no reallocation hereunder shall constitute a waiver or release of any

claim of any party hereunder against a Defaulting Lender arising from that Lender having

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become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result

of such Non-Defaulting Lender’s increased exposure following such reallocation.

(iv)Cash Collateral; Repayment of Swingline Loans. If the reallocation

described in clause (iii) above cannot, or can only partially, be effected, the Borrower

shall not later than two (2) Business Days after demand by the Administrative Agent (at

the direction of any Issuing Bank and/or any Swingline Lender), without prejudice to any

right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans

in an amount equal to the Swingline Lenders’ Swingline Exposure (which exposure shall

be deemed equal to the applicable Defaulting Lender’s Applicable Percentage of the total

outstanding Swingline Exposure (other than Swingline Exposure as to which such

Defaulting Lender’s participation obligation has been reallocated to other Lenders or

Cash Collateralized in accordance with the terms hereof)) and (y) second, Cash

Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures

set forth in Section 2.19(d) or (z) make other arrangements reasonably satisfactory to the

Administrative Agent, the Issuing Banks and the Swingline Lenders in their sole

discretion to protect them against the risk of non-payment by such Defaulting Lender.

(v)Amendments, Waivers and Consents. No Defaulting Lender shall

have any right to approve or disapprove any amendment, waiver or consent hereunder or

any other Loan Documents and the Revolving Credit Exposure and unused Commitments

of any Defaulting Lender shall be disregarded in determining whether two-thirds (2/3rds)

of the Lenders, two-thirds (2/3rds) 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 any other

Loan Documents, except that the Commitment of such Lender may not be increased or

extended, and amounts payable to such Defaulting Lender hereunder may not be

permanently reduced, without the consent of such Defaulting Lender (other than

reductions in fees and interest in which such reduction does not disproportionately affect

such Defaulting Lender).

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, the

Swingline Lenders and the Issuing Banks agree in writing that a Lender is no longer a Defaulting

Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective

date specified in such notice and subject to any conditions set forth therein (which may include

arrangements with respect to any Cash Collateral), that such former Defaulting Lender will, to

the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or

take such other actions as the Administrative Agent may determine to be necessary to cause the

Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be

held pro rata by the Lenders in accordance with the applicable Commitments (without giving

effect to Section 2.19(a)(iii)), and if Cash Collateral has been posted with respect to such

Defaulting Lender, the Administrative Agent will promptly return or release such Cash

Collateral to the Borrower, whereupon such Lender will cease to be a Defaulting Lender;

provided that no adjustments will be made retroactively with respect to fees accrued or payments

made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,

further, that except to the extent otherwise expressly agreed by the affected parties, no change

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hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of

any party hereunder arising from that Lender having been a Defaulting Lender.

(c)New Swingline Loans/Letters of Credit. So long as any Lender is a

Defaulting Lender, (i) no Swingline Lender shall be required to fund any Swingline Loans unless

it is satisfied that the participations therein will be fully allocated among Non-Defaulting

Lenders in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not

participate therein and (ii) no Issuing Bank shall be required to issue, extend or increase any

Letter of Credit unless it is satisfied that the participations in any existing Letters of Credit as

well as the new, extended or increased Letter of Credit has been or will be fully allocated among

the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such

Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s

participation has been or will be fully Cash Collateralized in accordance with Section 2.19(d).

(d)Cash Collateral. At any time that there shall exist a Defaulting Lender,

promptly following the written request of the Administrative Agent or any Issuing Bank (with a

copy to the Administrative Agent) the Borrower shall Cash Collateralize each Issuing Bank’s

Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to

Section 2.19(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount

not less than the Minimum Collateral Amount.

(i)Grant of Security Interest. The Borrower, and to the extent

provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and

subjects to the control of) the Administrative Agent, for the benefit of the Issuing Banks,

and agrees to maintain, a first priority security interest in all such Cash Collateral as

security for the Defaulting Lenders’ obligation to fund participations in respect of Letters

of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative

Agent determines that such Cash Collateral is subject to any right or claim of any Person

other than Administrative Agent and the Issuing Banks as herein provided, or that the

total amount of such Cash Collateral is less than the Minimum Collateral Amount, the

Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the

Administrative Agent additional Cash Collateral in an amount sufficient to eliminate

such deficiency (after giving effect to any Cash Collateral provided by the Defaulting

Lender). All Cash Collateral (other than credit support not constituting funds subject to

deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Truist.

Borrower shall pay on demand therefor from time to time all reasonable and customary

account opening, activity and other administrative fees and charges in connection with

the maintenance and disbursement of Cash Collateral.

(ii)Application. Notwithstanding anything to the contrary contained in

this Agreement, Cash Collateral provided under this Section 2.19 in respect of Letters of

Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund

participations in respect of Letters of Credit (including, as to Cash Collateral provided by

a Defaulting Lender, any interest accrued on such obligation) for which the Cash

Collateral was so provided, prior to any other application of such property as may

otherwise be provided for herein.

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(iii)Termination of Requirement. Cash Collateral (or the appropriate

portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be

required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the

elimination or reduction of the applicable Fronting Exposure (including by the

termination of Defaulting Lender status of the applicable Lender or giving effect to

Section 2.19(a)(iii)) or (ii) the determination by the Administrative Agent and the Issuing

Banks that there exists excess Cash Collateral; provided that, subject to the other

provisions of this Section 2.19, the Person providing Cash Collateral and each Issuing

Bank may agree that Cash Collateral shall be held to support future anticipated Fronting

Exposure; provided, further, that to the extent that such Cash Collateral was provided by

the Borrower, such Cash Collateral shall remain subject to the security interest granted

pursuant to the Loan Documents.

SECTION 2.20. Illegality. If any Change in Law shall make it unlawful or

impossible for any Lender to perform any of its obligations hereunder, to make, maintain or fund

any Term Benchmark Loan or to determine or charge interest rates based upon any applicable

Term Benchmark Rate and such Lender shall so notify the Administrative Agent, the

Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed

in writing) to the Borrower and the other Lenders as promptly as practicable thereafter,

whereupon until such Lender notifies the Administrative Agent and the Borrower that the

circumstances giving rise to such notice no longer exist, (i) the Alternate Base Rate shall, if

necessary to avoid such illegality, be determined by the Administrative Agent without reference

to clause (iii) thereof, (ii) any Interest Election Request that requests the conversion of any

Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term

Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the

affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as,

or converted to, a Syndicated ABR Borrowing either (A) at the end of the applicable Interest

Period if such Lender may lawfully continue to maintain such Loan to such date or (B)

immediately if such Lender shall determine that it may not lawfully continue to maintain such

Term Benchmark Loan to such date, (iii) if the affected Currency is Dollars and any Borrowing

Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall

be made as a Syndicated ABR Borrowing and (iv) if the affected Currency is Canadian Dollars,

(A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in

Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate

equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which

determination shall be conclusive and binding absent manifest error) that the Canadian Prime

Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any

outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall

either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with

a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest

Period; provided that, if the Administrative Agent determines (which determination shall be

conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be

determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars

(in an amount equal to the Dollar Equivalent of such affected Currency) either (x) at the end of

the applicable Interest Period if such Lender may lawfully continue to maintain such Loan to

such date or (y) immediately if such Lender shall determine that it may not lawfully continue to

maintain such Term Benchmark Loan to such date, (2) be converted into a Syndicated ABR

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Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected

Currency) either (x) at the end of the applicable Interest Period if such Lender may lawfully

continue to maintain such Loan to such date or (y) immediately if such Lender shall determine

that it may not lawfully continue to maintain such Term Benchmark Loan to such date, or (3) be

prepaid in full at the end of the applicable Interest Period; provided that if no election is made by

the Borrower by the date that is three Business Days after receipt by the Borrower of such notice

or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the

applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected

clause (iv)(B)(1) above. Notwithstanding the foregoing, the affected Lender shall, prior to giving

such notice to the Administrative Agent, use reasonable efforts to designate a different lending

office if such designation would avoid the need for giving such notice and if such designation

would not otherwise be disadvantageous to such Lender in the good faith exercise of its

discretion. Upon any such prepayment or conversion, the Borrower shall also pay accrued

interest on the amount so prepaid or converted, together with any additional amounts required

pursuant to Section 2.15.

SECTION 2.21. ReallocationFollowingaNon-ExtendedCommitment

Termination Date.

(a)Reallocation of Participations and Loans.

(i)Notwithstanding anything to the contrary herein, (a) in connection

with the reduction or termination of any Non-Extending Lender’s Commitments in

accordance with Section 2.08(f) on any date prior to the Non-Extended Commitment

Termination Date for such Non-Extending Lender, the Borrower shall be permitted to

request a Loan to be made ratably among the Extending Lenders and Non-Extending

Lenders for which the Non-Extended Commitment Termination Date shall not have

occurred who are in the same Class of Commitment as such Non-Extending Lender in

accordance with the provisions of Sections 2.02, 2.03 and 2.17(c) in an amount up to the

amount by which such Non-Extending Lender’s Revolving Dollar Credit Exposure or

Revolving Multicurrency Credit Exposure, as applicable, would otherwise exceed such

Non-Extending Lender’s Applicable Dollar Percentage or Applicable Multicurrency

Percentage, as applicable, of the Dollar Credit Exposure or Multicurrency Credit

Exposure, as applicable, after giving effect to such Commitment reduction or termination

and (b) on any date following the Non-Extended Commitment Termination Date for any

Non-Extending Lender until the Extended Commitment Termination Date, the Borrower

shall be permitted to request a Loan to be made ratably among the Extending Lenders and

Non-Extending Lenders for which the Non-Extended Commitment Termination Date

shall not have occurred in accordance with Sections 2.02, 2.03 and 2.17(c) in an amount

up to the Revolving Credit Exposure of each Non-Extending Lender for which the

Non-Extended Commitment Termination Date shall have occurred who are in the same

Class of Commitment as such Non-Extending Lender, in each case of the foregoing

clauses (a) and (b), so long as (x) the conditions set forth in Section 4.02 are satisfied

(and, unless Borrower shall have otherwise notified the Administrative Agent at such

time, Borrower shall be deemed to have represented and warranted that such conditions

are satisfied at such time), (y) such Borrowing does not cause (I) the aggregate Revolving

Credit Exposure of any Extending Lender to exceed such Extending Lender’s

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Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar

Lenders with Dollar Commitments then in effect to exceed the aggregate Dollar

Commitments at such time, (III) the aggregate Revolving Multicurrency Credit Exposure

of all of the Multicurrency Lenders with Multicurrency Commitments then in effect to

exceed the aggregate Multicurrency Commitments at such time or (IV) the sum of the

aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in

effect plus the Net Revolving Exposure to exceed the aggregate Commitments at such

time and (z) the proceeds of any such Loan are applied solely to reduce the Revolving

Credit Exposure of the applicable Non-Extending Lender or Non-Extending Lenders, as

applicable.

(ii)All or any part of each Non-Extending Lender’s participation in

Letters of Credit and Swingline Loans shall be reallocated on (A) any date on which the

Commitment of such Non-Extending Lender is reduced or terminated pursuant to Section

2.08(f) and (B) on the Non-Extended Commitment Termination Date for such

Non-Extending Lender, in each case, among the Extending Lenders and Non-Extending

Lenders for which the Non-Extended Commitment Termination Date shall not have

occurred in accordance with their respective Applicable Dollar Percentages and

Applicable Multicurrency Percentages after giving effect to the reduction of the aggregate

Commitments, but only to the extent that (x) the conditions set forth in Section 4.02 are

satisfied at the time of such reallocation (and, unless Borrower shall have otherwise

notified Administrative Agent at such time, Borrower shall be deemed to have

represented and warranted that such conditions are satisfied at such time), and (y) such

reallocation does not cause (I) the aggregate Revolving Credit Exposure of any Extending

Lender or Non-Extending Lender for which the Non-Extended Commitment Termination

Date shall not have occurred to exceed such Lender’s Commitment, (II) the total

Revolving Dollar Credit Exposures of Dollar Lenders with Dollar Commitments then in

effect to exceed the aggregate Dollar Commitments at such time, (III) the total Revolving

Multicurrency Credit Exposures of Multicurrency Lenders with Multicurrency

Commitments then in effect to exceed the aggregate Multicurrency Commitments at such

time or (IV) the sum of the aggregate Revolving Credit Exposure of all of the Lenders

with Commitments then in effect plus the Net Revolving Exposure to exceed the

aggregate Commitments at such time.

(b)Cash Collateral; Repayment of Swingline Loans. If the prepayment of any

Loan related to the reduction or termination of a Non-Extending Lender’s Commitment prior to

the Non-Extended Commitment Termination Date described in clause (a)(i) above or any

reallocation described in clause (a)(ii) above cannot, or can only partially, be effected (or if the

Borrower does not request a Loan pursuant to clause (a)(i) above or requests a Loan in an

amount less than the maximum amount permitted to be requested pursuant to clause (a)(i)

above), the Borrower shall, not later than (i) with respect to any reduction or termination of a

Non-Extending Lender’s Commitment pursuant to Section 2.08(f), the date of such Commitment

reduction or termination or, (ii) with respect to any reallocation of participations in Letters of

Credit and Swingline Loans on the Non-Extended Commitment Termination Date for any

Non-Extending Lender, on the Non-Extended Commitment Termination Date applicable to such

Non-Extending Lender, as the case may be, without prejudice to any right or remedy available to

it hereunder or under law, (x) prepay Swingline Loans in an amount equal to the amount by

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which the participation obligations of the Non-Extending Lenders for which the Non-Extended

Commitment Termination Date shall have occurred which have not been reallocated to the

Extending Lenders and Non-Extending Lenders for which the Non-Extended Commitment

Termination Date shall not have occurred pursuant to clause (a)(ii) above, (y) provide Cash

Collateral in an amount equal to the amount by which the participation obligations of such

Non-Extending Lenders in Letters of Credit have not been reallocated pursuant to clause (a)(ii)

above and/or (z) prepay any other Loans of a Non-Extending Lender whose Commitments have

been reduced or terminated pursuant to Section 2.08(f) in an amount equal to the amount by

which the Revolving Credit Exposure of such Non-Extending Lender after giving effect to any

prepayment described in clause (a)(i)(z) above exceeds such Non-Extending Lender’s Applicable

Dollar Percentage or Applicable Multicurrency Percentage, as applicable, after giving effect to

any reduction or termination in such Non-Extending Lender’s Commitment, as applicable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and its

Subsidiaries is duly organized, validly existing and in good standing under the laws of the

jurisdiction of its organization, has all requisite power and authority to carry on its business as

now conducted and, except where the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and

is in good standing in, every jurisdiction where such qualification is required of the Borrower or

such Subsidiary, as applicable.

SECTION 3.02. Authorization; Enforceability. The Transactions are within the

Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if

required, by all necessary shareholder action. This Agreement has been duly executed and

delivered by the Borrower and constitutes, and each of the other Loan Documents when executed

and delivered by each Obligor party thereto will constitute, a legal, valid and binding obligation

of such Obligor, enforceable in accordance with its terms, except as such enforceability may be

limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general

applicability affecting the enforcement of creditors’ rights and (b) the application of general

principles of equity (regardless of whether such enforceability is considered in a proceeding in

equity or at law).

SECTION 3.03.  Governmental Approvals; No Conflicts.  The Transactions

(a) do not require any consent or approval of, registration or filing with, or any other action by,

any Governmental Authority, except for (i) such as have been or will be obtained or made and

are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant

to this Agreement or the Security Documents, (b) will not violate any applicable law or

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

Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a

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

the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any

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payment to be made by any such Person, and (d) except for the Liens created pursuant to this

Agreement or the Security Documents, will not result in the creation or imposition of any Lien

(other than Liens permitted by Section 6.02) on any asset of the Borrower or any of its

Subsidiaries.

SECTION 3.04. Financial Condition; No Material Adverse Effect.

(a)Financial Statements. The consolidated financial statements of the

Borrower delivered pursuant to Section 4.01(f), 5.01(a) and 5.01(b) present fairly, in all material

respects, the consolidated financial position and results of operations and cash flows of the

Borrower and its Subsidiaries as of such date and for such period in accordance with GAAP,

subject to normal year-end audit adjustments and the absence of footnotes.

(b)Material Adverse Effect. Since the date of the most recent Applicable

Financial Statements, there has not been any event, development or circumstance that has had or

could reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Litigation. There are no actions, suits, investigations or

proceedings by or before any arbitrator or Governmental Authority now pending against or, to

the knowledge of the Borrower, threatened in writing 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 (other

than any action brought by the Borrower against a Defaulting Lender).

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 other Obligor is subject to any contract or other arrangement, the performance of which

by the Borrower or the other Obligor could reasonably be expected to result in a Material

Adverse Effect.

SECTION 3.07. Taxes. Each of the Borrower and its Subsidiaries has timely

filed or caused to be filed all material Tax returns and reports required to have been filed and has

paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes

that are being contested in good faith by appropriate proceedings and for which such Person has

set aside on its books adequate reserves maintained in accordance with GAAP or (b) to the

extent that the failure to do so could not reasonably be expected to result in a Material Adverse

Effect.

SECTION 3.08. ERISA. No ERISA Event has occurred or is reasonably

expected to occur that, when taken together with all other such ERISA Events for which liability

is reasonably expected to occur, could reasonably be expected to result in a Material Adverse

Effect.

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SECTION 3.09. Disclosure. As of the Second Amendment Effective Date, the

Borrower has disclosed to the Lenders all agreements, instruments and corporate or other

restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that,

individually or in the aggregate, could reasonably be expected to result in a Material Adverse

Effect. None of the reports, financial statements, certificates or other written information (other

than projected financial information, other forward looking information relating to third parties

and information of a general economic or general industry nature) furnished by or on behalf of

the Borrower to the Administrative Agent in connection with the negotiation of this Agreement

and the other Loan Documents or delivered hereunder or thereunder (as modified or

supplemented by other information so furnished) when taken as a whole (and after giving effect

to all updates, modifications and supplements) contains any material misstatement of fact or

omits to state any material fact necessary to make the statements therein, in the light of the

circumstances under which they were made, not misleading at the time made; provided that with

respect to projected financial information, the Borrower represents only that such information

was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.10.  Investment Company Act; Margin Regulations.

(a)Status as Business Development Company. The Borrower has elected to

be regulated as a “business development company” within the meaning of the Investment

Company Act and has elected to be treated, and has qualified as a RIC.

(b)Compliance with Investment Company Act. The business and other

activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the

application of the proceeds and repayment thereof by the Borrower and the consummation of the

Transactions contemplated by the Loan Documents do not result in a violation or breach in any

material respect of the provisions of the Investment Company Act or any rules, regulations or

orders issued by the SEC thereunder, in each case that are applicable to the Borrower and its

Subsidiaries.

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

respects with the Investment Policies (after giving effect to any 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.

SECTION 3.11. Material Agreements and Liens.

(a)Material Agreements. Part A of Schedule 3.11 is a complete and correct

list, as of the Second Amendment Effective Date, of each credit agreement, loan agreement,

indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for

or otherwise relating to any Indebtedness for borrowed money or any extension of credit (or

commitment for any extension of credit) to, or guarantee for borrowed money by, the Borrower

or any other Obligor outstanding (other than Indebtedness hereunder or under any Loan

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Document), and the aggregate principal or face amount outstanding or that is, or may become,

outstanding under each such arrangement, in each case, as of the Second Amendment Effective

Date, is correctly described in Part A of Schedule 3.11.

(b)Liens. Part B of Schedule 3.11 is a complete and correct list, as of the

Second Amendment Effective Date, of each Lien securing Indebtedness of any Person

outstanding on the Second Amendment Effective Date covering any property of the Borrower or

any of the Subsidiary Guarantors, 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 Second Amendment Effective Date is correctly described in Part B of Schedule 3.11.

SECTION 3.12. Subsidiaries and Investments.

(a)Subsidiaries. Set forth on Schedule 3.12(a) is a list of the Borrower’s

Subsidiaries as of the Second Amendment Effective Date.

(b)Investments. Set forth on Schedule 3.12(b) is a complete and correct list,

as of the Second Amendment Effective Date, of all Investments (other than Investments of the

types referred to in clauses (b), (c), (d) and (g) of Section 6.04) held by the Borrower or any of

the Subsidiary Guarantors in any Person on the Second Amendment Effective Date and, for each

such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the

nature of such Investment. Except as disclosed in Schedule 3.12(b), each of the Borrower and

any of the Subsidiary Guarantors owns, free and clear of all Liens (other than Liens created

pursuant to this Agreement or the Security Documents and Permitted Liens), all such

Investments held by it as of the Second Amendment Effective Date.

SECTION 3.13.  Properties.

(a)Title Generally. Each of the Borrower and the Subsidiary Guarantors has

good title to, or valid leasehold interests in, all its real and personal property material to its

business, except for minor defects in title that do not interfere with its ability to conduct its

business as currently conducted or to utilize such properties for their intended purposes.

(b)Intellectual Property. Each of the Borrower and its Subsidiaries (other

than any Financing Subsidiary) owns, or is licensed to use, all trademarks, trade names,

copyrights, patents and other intellectual property material to its business, and the use thereof by

the Borrower and its Subsidiaries (other than any Financing Subsidiary) does not infringe upon

the rights of any other Person, except for any such infringements that, individually or in the

aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.14. Affiliate Agreements. As of the Second Amendment Effective

Date, the Borrower has heretofore delivered to the Administrative Agent true and complete

copies of each of the Affiliate Agreements (including schedules and exhibits thereto, and any

amendments, supplements or waivers executed and delivered thereunder) as in effect on the

Second Amendment Effective Date. As of the Second Amendment Effective Date, each of the

Affiliate Agreements is in full force and effect.

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SECTION 3.15.  Sanctions.

(a)None of the Borrower or any of its Subsidiaries nor any of their respective

directors, officers, employees, or authorized signors or, to the knowledge of the Borrower, any of

the agents of the Borrower or any of its Subsidiaries, is a Sanctioned Person.

(b)The Borrower has implemented and maintains in effect policies and

procedures reasonably designed to promote and achieve compliance by the Borrower, its

Subsidiaries and their respective directors, officers, employees and investment advisors with

Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. The Borrower,

its Subsidiaries and their respective directors, officers and employees and, to the knowledge of

the Borrower, agents of the Borrower and its Subsidiaries (acting on their behalf) are in

compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

SECTION 3.16. PATRIOT Act. Each of the Borrower and its Subsidiaries is in

material compliance, to the extent applicable with (a) the Trading with the Enemy Act, as

amended, and each of the foreign assets control regulations of the United States Treasury

Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or

executive order relating thereto, and (b) the PATRIOT Act. No part of the proceeds of any

extension of credit hereunder will be used, directly or, to the knowledge of a Responsible Officer

of the Borrower, indirectly, in violation of Section 5.09.

SECTION 3.17. Collateral Documents. The provisions of the Security

Documents are effective to create in favor of the Collateral Agent a legal, valid and enforceable

first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest of the

Borrower and each Subsidiary Guarantor in the Collateral described therein. Except for filings

and actions completed on or prior to the Effective Date or as contemplated hereby and by the

Security Documents, no filing or other action will be necessary to perfect such Liens to the

extent required thereunder.

SECTION 3.18. Affected Financial Institutions. Neither the Borrower nor any

Subsidiary is an Affected Financial Institution.

SECTION 3.19. Plan Assets. None of the assets of any of any Obligor are (a)

deemed to constitute “plan assets” as defined in 29 C.F.R. §2510.3-101, as modified by Section

3(42) of ERISA if such condition would result in any transaction contemplated by the Loan

Documents constituting a non-exempt prohibited transaction under Section 406 of ERISA or

Section 4975 of the Code or (b) subject to any law that is similar to the provisions of Section 406

of ERISA or Section 4975 of the Code that would be violated by any of the transactions

contemplated by the Loan Documents.

SECTION 3.20. Outbound Investment Rules. Neither the Borrower nor any of

its Subsidiaries is a “covered foreign person” as that term is used in the Outbound Investment

Rules. Neither the Borrower nor any of its Subsidiaries currently engages, or has any present

intention to engage in the future, directly or indirectly, in (i) a “covered transaction”, as such

term is defined in the Outbound Investment Rules or (ii) any other activity that would cause the

Administrative Agent, the Collateral Agent or the Lenders to be in violation of the Outbound

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Investment Rules or cause the Administrative Agent, the Collateral Agent or the Lenders to be

legally prohibited by the Outbound Investment Rules from performing under this Agreement.

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 Banks to issue Letters of Credit

hereunder shall not become effective until satisfaction of each of the following conditions

precedent (unless a condition shall have been waived in accordance with Section 9.02):

(a)Documents. The Administrative Agent shall have received each of the

following documents, each of which shall be satisfactory to the Administrative Agent (and to the

extent specified below to each Lender) in form and substance:

(i)Executed Counterparts. From each party hereto either (i) a

counterpart of this Agreement signed on behalf of such party or (ii) written evidence

satisfactory to the Administrative Agent (which may include telecopy or electronic (e.g.

pdf) transmission of a signed signature page to this Agreement) that such party has signed

a counterpart of this Agreement.

(ii)Opinion of Counsel to the Obligors. A favorable written opinion

(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of:

Winston & Strawn LLP, special counsel for the Obligors (and the Borrower hereby

instructs such counsel to deliver such opinion to the Lenders and the Administrative

Agent).

(iii)Corporate Documents. Such documents and certificates as the

Administrative Agent or its counsel may reasonably request relating to the organization,

existence and good standing of each of the Obligors, the authorization of the Transactions

and any other legal matters relating to the Obligors, this Agreement or the Transactions.

(iv)Officer’s Certificate. A certificate, dated the Effective Date and

signed by the President, the Chief Executive Officer, a Vice President or a Financial

Officer of the Borrower, confirming compliance with the conditions set forth in the

lettered clauses of the first sentence of Section 4.02.

(v)Guarantee and Security Agreement. The Guarantee and Security

Agreement, duly executed and delivered by each of the parties thereto.

(vi)Control Agreements. (i) A control agreement (the “Borrower

Control Agreement”), duly executed and delivered by the Borrower, the Collateral Agent

and the Custodian and (ii) a control agreement (the “Subsidiary Guarantor Control

Agreement” and, together with the Borrower Control Agreement, the “Custodian Control

Agreements”), duly executed and delivered by Twin Brook Capital Funding XXXIII,

LLC, the Collateral Agent and the Custodian.

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(vii)Borrowing Base Certificate. A Borrowing Base Certificate

showing a calculation of the Borrowing Base as of the Effective Date with the Value of

each Portfolio Investment determined as of September 30, 2023.

(b)Liens. The Administrative Agent shall have received results of a recent

lien search in each relevant jurisdiction with respect to the Borrower and the Subsidiary

Guarantors, confirming that each financing statement in respect of the Liens in favor of the

Collateral Agent created pursuant to the Security Documents is otherwise prior to all other

financing statements or other interests reflected therein (other than any financing statement or

interest in respect of liens permitted under Section 6.02 or Liens to be discharged on or prior to

the Effective Date pursuant to documentation satisfactory to the Administrative Agent). All

UCC financing statements and similar documents required to be filed in order to create in favor

of the Collateral Agent, for the benefit of the Secured Parties (as such term is defined in the

Guarantee and Security Agreement), a first priority perfected security interest in the Collateral

(to the extent that such a security interest may be perfected by a filing under the Uniform

Commercial Code) shall have been properly filed in each jurisdiction required (or arrangements

for such filings acceptable to the Administrative Agent and the Collateral Agent shall have been

made).

(c)Consents. The Borrower shall have obtained and delivered to the

Administrative Agent certified copies of all consents, approvals, authorizations, registrations, or

filings required to be made or obtained by the Borrower and the Subsidiary Guarantors in

connection with the Transactions and any transaction being financed with the proceeds of the

Loans, and such consents, approvals, authorizations, registrations, filings and orders shall be in

full force and effect and all applicable waiting periods shall have expired and no investigation or

inquiry by any Governmental Authority regarding the Transactions or any transaction being

financed with the proceeds of the Loans shall be ongoing.

(d)Fees and Expenses. The Borrower shall have paid in full to the

Administrative Agent and the Lenders all fees and expenses related to this Agreement and the

other Loan Documents owing on the Effective Date.

(e)Know Your Customer Documentation. The Administrative Agent and the

Lenders shall have received, sufficiently in advance of the Effective Date (i) all documentation

and other information required by bank regulatory authorities under applicable “know your

customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii)

to the extent that the Borrower qualifies as a “legal entity customer” under the requirements of

the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the

Borrower.

(f)Financial Statements. The Administrative Agent and each Lender shall

have received (i) the audited consolidated statement of assets and liabilities, statement of

operations, statement of changes in net assets, statement of cash flows and schedule of

investments of the Borrower and its consolidated Subsidiaries as of and for the fiscal year ended

December 31, 2022, and (ii) the unaudited consolidated statement of assets and liabilities,

statement of operations, statement of changes in net assets, statement of cash flows and schedule

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of investments of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter

ended September 30, 2023.

(g)Payoff Letter. The Administrative Agent shall have received a payoff

letter executed by each Person holding the Liens securing Indebtedness of Twin Brook Capital

Funding XXXIII, LLC under that certain Participation Agreement dated as of July 28, 2023

between Twin Brook Capital Funding XXXIII, LLC and Macquarie Bank Limited, which letter

shall include an agreement by such Person, upon receipt of a specified amount, to release such

Liens, and which letter shall otherwise be in form and substance satisfactory to the

Administrative Agent.

(h)Other Documents. The Administrative Agent shall have received such

other documents as the Administrative Agent or any Lender may reasonably request in form and

substance reasonably satisfactory to the Administrative Agent.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make any

Loan, and of each Issuing Bank to issue, amend or extend any Letter of Credit, 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 (or,

in the case of any portion of any representations and warranties already subject to a materiality

qualifier, true and correct in all respects) on and as of the date of such Loan or the date of

issuance, amendment or extension of such Letter of Credit, as applicable, or, as to any such

representation or warranty that refers to a specific date, as of such specific date;

(b)at the time of and immediately after giving effect to such Loan or the

issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have

occurred and be continuing; and

(c)either (i) the sum of the Covered Debt Amount plus the Net Revolving

Exposure (each, after giving effect to such extension of credit) shall not exceed the Borrowing

Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative

Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate

demonstrating that the sum of the Covered Debt Amount plus the Net Revolving

Exposure (each, after giving effect to such extension of credit) shall not exceed the Borrowing

Base after giving effect to such extension of credit as well as any concurrent acquisitions of

Investments or payment of outstanding Loans or Other Covered Indebtedness or any other

Indebtedness that is included in the Covered Debt Amount at such time.

Each Borrowing and each issuance, amendment 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.

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ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and

interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters

of Credit shall have expired with no pending drawings, been terminated, Cash Collateralized or

backstopped and all LC Disbursements shall have been reimbursed, the Borrower covenants and

agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will

furnish to the Administrative Agent and each Lender:

(a)within ninety (90) days after the end of each fiscal year of the Borrower,

the audited consolidated balance sheet, statement of operations, statement of changes in net

assets, statement of cash flows and schedule of investments of the Borrower and its Subsidiaries

as of the end of and for such year, setting forth in each case in comparative form the figures for

the previous fiscal year, all reported on by PwC or other independent public accountants of

recognized national standing to the effect that such consolidated financial statements present

fairly in all material respects the financial condition and results of operations of the Borrower

and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

provided that the requirements set forth in this clause (a) may be fulfilled by providing to the

Administrative Agent the report of the Borrower to the SEC on Form 10-K for the applicable

fiscal year;

(b)within forty five (45) days after the end of each of the first three fiscal

quarters of each fiscal year of the Borrower, the consolidated balance sheet, statement of

operations, statement of changes in net assets, statement of cash flows and schedule of

investments of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and

the then elapsed portion of the fiscal year, setting forth in each case in comparative form the

figures for (or, in the case of the statements of assets and liabilities, operations, changes in net

assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal

year, all certified by a Financial Officer of the Borrower as presenting fairly in all material

respects the financial condition and results of operations of the Borrower and its Subsidiaries on

a consolidated basis in accordance with GAAP consistently (except as disclosed therein) 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 the report of the Borrower to 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 5.01, a certificate of a Financial Officer of the Borrower (i) certifying that

such statements are consistent with the financial statements filed by the Borrower with the SEC,

(ii) certifying as to whether the Borrower has knowledge that a Default has occurred during the

period covered by such financial statements and, if a Default has occurred (or has occurred and is

continuing from such prior period), specifying the details thereof and any action taken or

proposed to be taken with respect thereto, (iii) setting forth in reasonable detail the calculations

required to establish whether a Value Triggering Event has occurred with respect to any Senior

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Bank Loan Investment, (iv) setting forth reasonably detailed calculations demonstrating whether

the Borrower is in compliance with Sections 6.01(i), (j) and (m), (n), Sections 6.02(ed) and (hg)

and Section 6.07 and (v) stating whether any change in GAAP as applied by (or in the

application of GAAP by) the Borrower has occurred since the Effective Date and, if any such

change has occurred, specifying the effect of such change on the financial statements

accompanying such certificate to the extent not previously disclosed on a Form 10-K or Form

10-Q previously filed with the SEC (or otherwise disclosed to the Administrative Agent);

(d)as soon as available and in any event not later than twenty (20) days after

the end of each monthly accounting period (ending on the last day of each calendar month) of the

Borrower and its Subsidiaries, (i) a Borrowing Base Certificate as at the last day of such

accounting period, (ii) a certificate executed by a Responsible Officer of the Borrower setting

forth reasonably detailed calculations demonstrating compliance with SectionsSection 6.07(d)

and (e) and (iii) if during such monthly accounting period the Borrower has declared or made any

Restricted Payment pursuant to Section 6.05(c), a certificate of a Financial Officer of the

Borrower describing each such Restricted Payment and certifying that the conditions set forth in

Section 6.05(c) were satisfied on the date of each such Restricted Payment;

(e)promptly but no later than five (5) Business Days after any Responsible

Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base

Deficiency, a Borrowing Base Certificate as at the date such Person has knowledge of such

Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the

date such Person obtained knowledge of such deficiency and the amount of the Borrowing Base

Deficiency as of the date not earlier than one (1) Business Day prior to the date the Borrowing

Base Certificate is delivered pursuant to this clause (e);

(f)promptly upon receipt thereof copies of all significant reports submitted

by the Borrower’s independent public accountants in connection with each annual, interim or

special audit or review of any type of the financial statements or related internal control systems

of the Borrower or any of its Subsidiaries delivered by such accountants to the management or

board of trustees of the Borrower;

(g)promptly after the same become publicly available, copies of all periodic

and other reports, proxy statements and other materials sent to all stockholders filed by the

Borrower or any of the Subsidiary Guarantors with the SEC, or any Governmental Authority

succeeding to any or all of the functions of said Commission, or with any national securities

exchange, as the case may be;

(h)promptly following any request therefor, such other information regarding

the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries,

or compliance with the terms of this Agreement and the other Loan Documents, as the

Administrative Agent or any Lender may reasonably request, including without limitation, all

documentation and other information required by bank regulatory authorities under applicable

“know your customer”, anti-money laundering and anti-terrorism rules and regulations, including

the PATRIOT Act, the Beneficial Ownership Regulation and the Administrative Agent’s or such

Lender’s policies and procedures relating thereto.

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(i)Borrower and each Lender acknowledge that certain of the Lenders may

be Public Lenders and, if documents or notices required to be delivered pursuant to this Section

5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another

relevant website or other information platform (the “Platform”), any document or notice that the

Borrower has indicated contains Non-Public Information shall not be posted by the

Administrative Agent on that portion of the Platform designated for such Public Lenders. The

Borrower agrees to clearly designate all information provided to the Administrative Agent by or

on behalf of the Borrower or any of its Subsidiaries which is suitable to make available to Public

Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to

this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right

to post such document or notice solely on that portion of the Platform designated for Lenders

who wish to receive material Non-Public Information with respect to the Borrower, its

Subsidiaries and their Securities.

(j)notwithstanding anything to the contrary herein, the requirements to

deliver documents set forth in Sections 5.01(a), (b) and (g) will be fulfilled by filing by the

Borrower of the applicable documents for public availability on the SEC’s Electronic Data

Gathering and Retrieval system; provided, that the Borrower shall notify the Administrative

Agent (by telecopier or electronic communication) of the posting of any such documents.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the

Administrative Agent (for distribution to each Lender) prompt written notice upon any

Responsible Officer obtaining knowledge of the following:

(a)the occurrence of any Default (unless the Borrower first became aware of

such Default from a notice delivered by the Administrative Agent);

(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 after the Effective Date, could reasonably be expected to result

in a Material Adverse Effect; and

(d)any other development (excluding matters of a general economic, financial

or political nature to the extent that they could not reasonably be expected to have a

disproportionate effect on the Borrower and its Subsidiaries, taken as a whole) that results in, or

could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a

statement of a Responsible 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

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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 (a) U.S. federal income Tax and (b) any

other Tax liabilities and contractual obligations, that, in the case of this clause (b), if not paid,

could reasonably be expected to result in a Material Adverse Effect on the Borrower or on the

Borrower and its Subsidiaries taken as a whole before the same shall become delinquent or in

default, except where (a) the validity or amount thereof is being contested in good faith by

appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate

reserves with respect thereto in accordance with GAAP and (c) the failure to make payment

pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and

will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, (a) keep and maintain

all property material to the conduct of its business in good working order and condition, ordinary

wear and tear excepted, and (b) maintain, with financially sound and reputable insurance

companies, insurance in such amounts and against such risks as are customarily maintained by

companies engaged in the same or similar businesses operating in the same or similar locations.

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

Borrower will, and will cause each of its Subsidiaries to, keep books of record and account in

accordance with GAAP. The Borrower will, and will cause each other Obligor to, permit any

representatives designated by the Administrative Agent or any Lender, upon reasonable prior

notice to the Borrower, to visit and inspect its properties during business hours, to examine and

make extracts from its books and records, and to discuss its affairs, finances and condition with

its officers and independent accountants, all at such reasonable times and as often as reasonably

requested, in each case, to the extent such inspection or requests for such information are

reasonable and such information can be provided or discussed without (x) violation of law, rule,

regulation or contract or (y) waiver by any Obligor of attorney-client privilege with respect to

information prepared by Borrower’s counsel; provided that (i) the Borrower or such Obligor

shall be entitled to have its representatives and advisers present during any inspection of its

books and records and (ii) unless an Event of Default shall have occurred and be continuing, the

Borrower’s obligation to reimburse any costs and expenses incurred by the Administrative Agent

and the Lenders in connection with any such inspections shall be limited to one inspection per

calendar year under this Section 5.06 and Section 7.01(a) of the Guarantee and Security

Agreement.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each

of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment

Company Act, and orders of any Governmental Authority applicable to it or its property, except

where the failure to do so, individually or in the aggregate, could not reasonably be expected to

result in a Material Adverse Effect. Without limiting the generality of the foregoing, the

Borrower will, and will cause its Subsidiaries to, conduct its business and other activities in

compliance in all material respects with the provisions of the Investment Company Act and any

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applicable rules, regulations or orders issued by the SEC thereunder. The Borrower shall

maintain in effect policies, procedures and internal controls reasonably designed to ensure

compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees

and investment advisors with Anti-Corruption Laws, Anti-Money Laundering Laws and

applicable Sanctions in all material respects.

SECTION 5.08.  CertainObligationsRespectingSubsidiaries;Further

Assurances.

(a)Subsidiary Guarantors.In the event that (i) the Borrower or any

Subsidiary Guarantor shall form or acquire any new Subsidiary (other than a Financing

Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign

Subsidiary) or (ii) any Financing Subsidiary, Foreign Subsidiary, Immaterial Subsidiary or

Subsidiary of a Foreign Subsidiary shall no longer constitute a “Financing Subsidiary”, “Foreign

Subsidiary”, “Immaterial Subsidiary” or “Subsidiary of a Foreign Subsidiary”, a applicable,

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 as of such date), the Borrower will within thirty (30)

days thereof (or such longer period as shall be reasonably agreed by the Administrative Agent)

cause such new Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”)

under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement

and to deliver such proof of corporate or other action, incumbency of officers, opinions of

counsel and other documents as is consistent with those delivered by the Borrower pursuant to

Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably

requested.

(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

Subsidiary is a wholly owned Subsidiary; provided, that the foregoing shall not prohibit any

transactions permitted under Section 6.03 or 6.04, so long as after giving effect to such permitted

transaction, each of the remaining Subsidiaries of the Borrower is a wholly-owned Subsidiary.

(c)Further Assurances. The Borrower will, and will cause each of the

Subsidiary Guarantors to, take such action from time to time (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 effectuate the purposes and objectives of this Agreement, including: (i)

to create, in favor of the Collateral Agent for the benefit of the Secured Parties (as such term is

defined in the Guarantee and Security Agreement), perfected security interests and Liens in the

Collateral; provided that any such security interest or Lien shall be subject to the relevant

requirements of the Security Documents, (ii) to cause any bank or securities intermediary (within

the meaning of the Uniform Commercial Code) to enter into such arrangements with the

Collateral Agent as shall be appropriate in order that the Collateral Agent has “control” (within

the meaning of the Uniform Commercial Code) over each bank account or securities account of

the Obligors (other than “Excluded Accounts” as defined in the Guarantee and Security

Agreement), and in that connection, the Borrower agrees to cause all cash and other proceeds of

Investments received by any Obligor to be promptly deposited into such an account (or otherwise

delivered to, or registered in the name of, the Collateral Agent), (iii) in the case of any portfolio

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investment held by a Financing Subsidiary or an Immaterial Subsidiary, including any cash

collection related thereto, to ensure that such portfolio investments shall not be held in the

account of any Obligor subject to a control agreement among such Obligor, the Collateral Agent,

and the Custodian delivered in connection with this Agreement or any other Loan Document, (iv)

in the case of any Investment consisting of a debt obligation provided under a loan or credit

facility, note purchase agreement or other similar financing arrangement facility that does not

constitute all of the credit extended to the underlying borrower under the relevant underlying

loan documents and a Financing Subsidiary or Immaterial Subsidiary holds any interest in the

loans or other extensions of credit under such loan documents, (x) to cause such Financing

Subsidiary or Immaterial Subsidiary to be party to such underlying loan documents as a “lender”

having a direct interest (or a participation not acquired from an Obligor) in such underlying loan

documents and the extensions of credit thereunder and (y) to ensure that all amounts owing to

such Obligor by the underlying borrower or other obligated party are remitted by such borrower

or obligated party directly to separate accounts of such Obligor and no other amounts owing by

such underlying borrower or obligated party are remitted to the accounts of such Obligor; (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 that does not constitute all of the credit extended to the underlying

borrower under the relevant underlying loan documents, to ensure that all funds held by such

Obligor in such capacity as agent or administrative agent isare segregated from all other funds of

such Obligor and clearly identified as being held in an agency capacity and (vi) if an Event of

Default has occurred and is continuing, to cause the closing sets and all executed amendments,

consents, forbearances and other modifications and assignment agreements relating to any

Investment and any other documents relating to any Investment requested by the Collateral

Agent, in each case, to be held by the Collateral Agent or a custodian pursuant to the terms of a

custodian agreement and/or control agreement reasonably satisfactory to the Administrative

Agent.

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,

including the acquisition and funding (either directly or through one or more wholly-owned

Subsidiaries) of leveraged loans, mezzanine loans, high-yield securities, convertible securities,

preferred stock, common stock and other Investments; provided that neither the Administrative

Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No

part of the proceeds of any extension of credit hereunder will be used in violation of applicable

law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of

buying or carrying any Margin Stock. Margin Stock shall be purchased by the Obligors only

with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock, or with the

proceeds of equity capital of the Borrower. Without limiting the foregoing, no Obligor will,

directly or indirectly, use the proceeds of any extension of credit hereunder, (i) in furtherance of

an offer, payment, promise to pay or authorization of the payment or giving of many, or anything

else of value to any Person in violation by the Borrower or its Subsidiaries of the United States

Foreign Corrupt Practices Act of 1977, as amended, or US or UK regulation implementing the

OECD Convention on Combating Bribery of Foreign Public Officials in International Business

Transactions or any other applicable anti-corruption law (collectively, the “Anti-Corruption

Laws”) or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating

any activities, business or transaction of or with any Sanctioned Person, or in any sanctioned

Country, to the extent such activities, business or transaction would be prohibited by Sanctions if

11

conducted by a corporation incorporated in the United States or (iii) in any manner that would

result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.10. Status of RIC and BDC. The Borrower shall, at all times,

subject to applicable grace periods set forth in the Code, maintain its status as a RIC under the

Code. The Borrower shall at all times maintain its status as a “business development company”

under the Investment Company Act.

SECTION 5.11. Investment Policies. The Borrower shall at all times be in

compliance in all material respects with its Investment Policies (after giving effect to any

Permitted Policy Amendments).

SECTION 5.12. Portfolio Valuation and Diversification Etc.

(a)Industry Classification Groups. For purposes of this Agreement, the

Borrower shall assign each Eligible Portfolio Investment in the Collateral Pool to an Industry

Classification Group. To the extent the Borrower determines that any Eligible Portfolio

Investment included in the Collateral Pool is not adequately correlated with the risks of other

Portfolio Investments in an Industry Classification Group, such Eligible Portfolio Investment

may be assigned by the Borrower to an Industry Classification Group that is most closely

correlated to such Eligible Portfolio Investment. In the absence of any adequate correlation, the

Borrower shall be permitted, upon prior notice to the Administrative Agent (for distribution to

each Lender), to create up to three additional industry classification groups for purposes of this

Agreement.

(b)Portfolio Valuation Etc.

(i)Settlement Date Basis. For purposes of this Agreement, all

determinations of whether an investment is to be included as a Portfolio Investment shall

be determined on a settlement-date basis (meaning that any investment that has been

purchased will not be treated as a Portfolio Investment until such purchase has settled,

and any Portfolio Investment which has been sold will not be excluded as a Portfolio

Investment until such sale has settled); provided that no such investment shall be

included as a Portfolio Investment to the extent it has not been paid for in full.

(ii)Determination of Values. The Borrower will conduct reviews of

the value to be assigned to each of its Portfolio Investments included in the Borrowing

Base as follows:

(A)Quoted Investments - External Review. With respect to

Portfolio Investments (including Cash Equivalents) for which market quotations

are readily available (each, a “Quoted Investment”), 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):

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(w)in the case of public and 144A securities, the average of the

bid prices as determined by two Approved Dealers selected by the

Borrower,

(x)in the case of bank loansBank Loans, the bid price as

determined by one Approved Dealer selected by the Borrower,

(y)in the case of any Quoted Investment traded on an

exchange, the closing price for such Quoted Investment most recently

posted on such exchange, and

(z)in the case of any other Quoted Investment, the fair market

value thereof as determined by an Approved Pricing Service selected by

the Borrower.

(B)Unquoted Investments - External Review. With respect to

each Portfolio Investment included in the Borrowing Base for which market

quotations are not readily available (each, a “Unquoted Investment”), the

Borrower shall request an Approved Third-Party Appraiser to assist the

Investment Adviser (so long as it has the necessary delegated authority) or the

board of trustees of the Borrower in determining the fair market value of each

such Unquoted Investment (other than any Unquoted Investment that the

Administrative Agent has most recently notified the Borrower that it intends to

have an Approved Third-Party Appraiser selected by the Administrative Agent

value), as at the last day of each fiscal quarter (each, a “Testing Quarter”);

provided that:

(x)except as set forth in clause (z) below, the Value of any

such Unquoted Investment acquired shall be deemed to be equal to the

cost of such Unquoted Investment until such time as the fair market value

of such Unquoted Investment is determined in accordance with the

foregoing provisions of this subclause (B) as at the last day of the next

succeeding Testing Quarter with respect to such Unquoted Investment;

(y)notwithstanding the foregoing and except as set forth in

clause (z) below, the Investment Adviser (so long as it has the necessary

delegated authority) or the board of trustees of the Borrower may, without

the assistance of an Approved Third-Party Appraiser, determine the fair

market value of such Unquoted Investment so long as the aggregate Value

thereof of all Unquoted Investments so determined does not at any time

exceed 10% of the aggregate Borrowing Base, except that the fair market

value of any Unquoted Investment that has been determined without the

assistance of an Approved Third-Party Appraiser as at the last day of any

Testing Quarter with respect to such Unquoted Investment shall be

deemed to be zero as at the last day of the immediately succeeding Testing

Quarter with respect to such Unquoted Investment (but effective upon the

date upon which the Borrowing Base Certificate for such last day is

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required to be delivered hereunder) if an Approved Third-Party Appraiser

has not assisted the Investment Adviser or the board of trustees of the

Borrower, as applicable, in determining the fair market value of such

Unquoted Investments, as at such date; and

(z)the Value, at the end of any fiscal quarter, of any such

Unquoted Investment that was acquired within thirty (30) days of the end

of such fiscal quarter (collectively, the “Market Value Investments”) shall

be deemed to be equal to the cost of such Unquoted Investment.

(C)Internal Review. The Borrower shall conduct internal

reviews of all Portfolio Investments at least once each calendar week which shall

take into account any events of which any Responsible Officer of the Borrower

has knowledge that materially and adversely affect the value of the Portfolio

Investments included in the Borrowing Base. If the value of any Portfolio

Investment as most recently determined by the Borrower pursuant to this

Section 5.12(b)(ii)(C) is lower than the value of such Portfolio Investment as most

recently determined pursuant to Section 5.12(b)(ii)(A) and (B), such lower value

shall be deemed to be the “Value” of such Portfolio Investment for purposes

hereof; provided that the Value of any Portfolio Investment of the Borrower and

its Subsidiaries shall be increased by the net unrealized gain as at the date such

Value is determined of any Hedging Agreement entered into to hedge risks

associated with such Portfolio Investment and reduced by the net unrealized loss

as at such date of any such Hedging Agreement (such net unrealized gain or net

unrealized loss, on any date, to be equal to the aggregate amount receivable or

payable under the related Hedging Agreement if the same were terminated on

such date).

(D)Failure to Determine Values. If the Borrower shall fail to

determine the value of any Portfolio Investment as at any date pursuant to the

requirements of the foregoing subclauses (A), (B) or (C), then the “Value” of such

Portfolio Investment as at such date shall be deemed to be zero for purposes of the

Borrowing Base until such time as the value of such Portfolio Investment is

otherwise determined or reviewed, as applicable, in accordance herewith.

(E)Initial Value of Assets. Notwithstanding anything to the

contrary contained herein, from the Effective Date until the date when the first

valuation reports are required to be delivered hereunder, the Value of any

Portfolio Investment included in the Borrowing Base with respect to the Borrower

shall be the Value as determined in a manner consistent with Section

5.12(b)(ii)(C) and as delivered to the Collateral Agent on or prior to the Effective

Date.

(F)Testing of Values.

(x)At least six (6) weeks prior to the end of each fiscal quarter,

commencing with the fiscal quarter ending March 31, 2024 (the last such

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fiscal quarter is referred to herein as, the “Testing Period”), the

Administrative Agent in its reasonable discretion shall select (and inform

the Borrower of) the particular Unquoted Investments included in the

Borrowing Base to be valued by an Approved Third-Party Appraiser

selected by the Administrative Agent that collectively have an aggregate

Value approximately equal to the Calculation Amount; provided that if the

average fair market value of the Unquoted Investments (other than Cash

and Cash Equivalents) in the Borrowing Base as of the end of any Testing

Period is less than $10,000,000, the Administrative Agent shall not select

more than fifteen (15) Unquoted Investments to be valued pursuant to this

Section 5.12(b)(ii)(F) for such Testing Period (the “Specified Testing

Period Unquoted Investments”) unless the aggregate Value of such

Specified Testing Period Unquoted Investments determined by the

Borrower pursuant to Section 5.12(b)(ii)(B) as of the last day of the

immediately preceding fiscal quarter exceeds the aggregate values of such

Specified Testing Period Unquoted Investments determined by the

Approved Third-Party Appraisers selected by the Administrative Agent

pursuant to this Section 5.12(b)(ii)(F) by more than more than 10%. The

Administrative Agent agrees to notify the Borrower of the Unquoted

Investments to be tested by the Administrative Agent in each Testing

Period. For the avoidance of doubt, all calculations of value pursuant to

this Section 5.12(b)(ii)(F) shall be determined without application of the

Advance Rates. The Testing Period shall not be required to coincide with

the timing of any valuations conducted by the Investment Adviser or the

board of trustees of the Borrower pursuant to Section 5.12(b)(ii)(B). If the

Borrower’s valuation of any Unquoted Investment pursuant to Section

5.12(b)(ii)(B) exceeds the valuation of any Approved Third-Party

Appraiser selected by the Administrative Agent pursuant to this Section

5.12(b)(ii)(F), the Value of such Unquoted Investment shall be established

as set forth in Section 5.12(b)(ii)(G).

(y)For the avoidance of doubt, the valuation of any Approved

Third-Party Appraiser selected by the Administrative Agent would not be

as of, or delivered at, the end of any fiscal quarter. Any such valuation

would be as of the end of the second month immediately following the

applicable Testing Period and would be reflected in the Borrowing Base

Certificate for such month (provided that such Approved Third-Party

Appraiser delivers such valuation at least seven Business Days before the

20th day after the end of the applicable monthly accounting period and, if

such valuation is delivered after such time, it shall be included in the

Borrowing Base Certificate for the following monthly period and applied

to the then applicable balance of the related Portfolio Investment). For

illustrative purposes, if the applicable Testing Period is the first quarter

ending on March 31, 2023 then (A) the Administrative Agent would

initiate the testing of Values (using the March 31, 2023 Values for

purposes of determining the scope of the testing under clause (F) no later

than May 19, 2023 (i.e. the date that is six weeks prior to June 30, 2023),

11

with the anticipation of receiving the valuations from the applicable

Approved Third-Party Appraiser(s) on or after May 31, 2023) and (B) (x)

if such valuations were received before the seventh Business Day before

June 20, 2023, such valuations would be included in the June 20, 2023

Borrowing Base Certificate covering the month of May, or (y) if such

valuations were received after such time, they would be included in the

July 20, 2023 Borrowing Base Certificate for the month of June.

(G)Valuation Dispute Resolution. Notwithstanding the

foregoing, the Administrative Agent shall at any time have the right to request, in

its reasonable discretion, any Unquoted Investment included in the Borrowing

Base with a value determined pursuant to Section 5.12(b)(ii) to be independently

valued by an Approved Third-Party Appraiser selected by the Administrative

Agent. There shall be no limit on the number of such appraisals requested by the

Administrative Agent in its reasonable discretion; provided, that (i) any appraisal

shall be conducted in a manner that is not disruptive to the Borrower’s business

and (ii) the values determined by any appraisal shall be treated as confidential

information by the Administrative Agent and the Lenders and shall be deemed to

be “Information” hereunder and subject to Section 9.13 hereof. The reasonable

and documented out-of-pocket costs of any such valuation shall be at the expense

of the Borrower. The Administrative Agent shall notify the Borrower of its receipt

of results from an Approved Third-Party Appraiser of any appraisal and provide a

copy of the results and any related reports to the Borrower. If the Borrower’s

valuation pursuant to Section 5.12(b)(ii)(B) exceeds the valuation of any

Approved Third-Party Appraiser selected by the Administrative Agent pursuant to

Section 5.12(b)(ii)(F) or (G) and the difference between the Borrower’s valuation

pursuant to Section 5.12(b)(ii)(B) and the valuation of any Approved Third-Party

Appraiser selected by the Administrative Agent pursuant to Section 5.12(b)(ii)(F)

or (G) is (1) less than 5% of the Borrower’s value thereof, then the Borrower’s

valuation shall be used, (2) between 5% and 20% of the Borrower’s value thereof,

then the valuation of such Portfolio Investment shall be the average of the value

determined by the Borrower and the value determined by the Approved

Third-Party Appraiser selected by the Administrative Agent and (3) greater than

20% of the Borrower’s value thereof, then the Borrower and the Administrative

Agent shall select an additional Approved Third-Party Appraiser and the

valuation of such Portfolio Investment shall be the average of the three valuations

(with the Administrative Agent’s Approved Third-Party Appraiser’s valuation to

be used until the third valuation is obtained).

(iii)Generally Applicable Valuation Provisions.

(A)Each Approved Third-Party Appraiser and Administrative

Agent-Selected Third-Party Appraiser 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

11

procedures relating to the valuation will be reasonably agreed upon by the

Administrative Agent and the Borrower.

(B)For the avoidance of doubt, subject to Section

5.12(b)(ii)(B) 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 required to be determined in good faith in accordance

with this Section 5.12.

(C)The foregoing valuation procedures shall only be required

to be used for purposes of calculating the Borrowing Base and shall not be

required to be utilized by the Borrower for any other purposes, including, without

limitation, the delivery of financial statements or valuations required under

ASC820 or the Investment Company Act or otherwise.

(c)Investment Company Diversification Requirements. The Borrower will,

and will cause its Subsidiaries (other than Subsidiaries that are exempt from the Investment

Company Act) at all times to 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 or cure

periods set forth in the Code, comply with the portfolio diversification and similar requirements

set forth in the Code applicable to RICs, to the extent applicable.

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

in the Collateral Pool and (y) the applicable Advance Rate for such Portfolio Investment

(excluding any Cash Collateral held by the Administrative Agent pursuant to Section 2.05(k) or

the last paragraph of Section 2.09(a)); provided that:

(a)The Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base consisting of DIP Loans that exceeds 15%

of the aggregate Value of all Portfolio Investments included in the Borrowing Base (in each case

after giving effect to Advance Rates) will be 0%;

(b)the Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base in a consolidated group of corporations or

other entities (which, for the avoidance of doubt, shall not include any Cash or Cash Equivalents)

(collectively, a “Consolidated Group”), in accordance with GAAP, that exceeds 5% of the

aggregate Value of all Portfolio Investments included in the Borrowing Base (in each case after

giving effect to Advance Rates) will be 0%;

(c)the Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base in any single Industry Classification

Group that exceeds 20% of the aggregate Value of all Portfolio Investments included in the

Borrowing Base (in each case after giving effect to Advance Rates) shall be 0%; provided that,

11

with respect to Portfolio Investments in a single Industry Classification Group from time to time

designated by the Borrower to the Administrative Agent, such portion 20% figure shall be

increased to 25%;

(d)the Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base where the Underlying Obligor has an

Underlying Obligor EBITDA less than $10,000,000 as of the end of the most recent fiscal

quarter that exceeds 40% of the aggregate Value of all Portfolio Investments included in the

Borrowing Base (in each case after giving effect to Advance Rates) shall be 0%;

(e)the Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base where the Underlying Obligor has an

Underlying Obligor EBITDA less than $5,000,000 as of the end of the most recent fiscal quarter

that exceeds 5% of the aggregate Value of all Portfolio Investments included in the Borrowing

Base (in each case after giving effect to Advance Rates) shall be 0%;

(f)if at any time there shall be fewer than twenty-five (25) Portfolio

Investments in the Borrowing Base, the Advance Rate applicable to all Portfolio Investments in

the Borrowing Base shall be 0%; and

(g)the Advance Rate applicable to that portion of the aggregate Value of the

Portfolio Investments included in the Borrowing Base where the Underlying Obligor is

domiciled in Canada that exceeds 10% (or such higher percentage agreed by the Administrative

Agent in its sole discretion) of the aggregate Value of all Portfolio Investments in the Borrowing

Base (in each case after giving effect to Advance Rates) shall be 0%.

To the extent any Portfolio Investment is required to be removed from the Borrowing Base to

comply with any of the portfolio limitations set forth in this Section 5.13, the Borrower shall be

permitted to choose the Portfolio Investments, or portions of such Portfolio Investments, to be so

removed to effect such compliance.

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

“Advance Rate” means, as to any Portfolio Investment and subject to adjustment

as provided in Section 5.13(a) through (g), the following percentages with respect to such

Portfolio Investment:

	Relevant Asset Coverage Ratio ≥ 2.00:1.00		2.00:1.00 > Relevant Asset Coverage Ratio ≥ 1.75:1.00		1.75:1.00 > Relevant Asset Coverage Ratio
Portfolio Investment	Quote d	Unquoted	Quote d	Unquoted	Quote d	Unquoted
Cash and Cash Equivalents	100%	n.a.	100%	n.a.	100%	n.a.
Eligible Senior Bank Loan Investments	80%	75%	75%	70%	70%	65%

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

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

“Cash Pay Senior Bank Loan Investment” means a Senior Bank Loan Investment

as to which, at the time of determination, (x) not less than 2/3rds of the interest (including

accretions and “pay-in-kind” interest) for the current period is payable in cash or (y) (i) if such

Senior Bank Loan Investment is a floating rate obligation, cash interest in an amount greater than

or equal to 4.5% above the applicable benchmark rate is payable at least semi-annually or (ii) if

such Senior Bank Loan Investment is a fixed rate obligation, cash interest in an amount greater

than or equal to 8% per annum is payable at least semi-annually.

“Defaulted Investment” means any Portfolio Investment (a) that is 45 days or

more past due with respect to any interest or principal payments or (b) that is or otherwise should

be considered a non-accrual investment by the Borrower in connection with its Investment

Policies and GAAP.

“DIP Loan” means a loan made to a debtor-in-possession pursuant to Section 364

of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the

Bankruptcy Code.

“Eligible Portfolio Investments” means Portfolio Investments consisting of Cash,

Cash Equivalents and Eligible Senior Bank Loan Investments.

“Eligible Senior Bank Loan Investment” means, on any date of determination, any

Senior Bank Loan Investment of Borrower that meets the following conditions:

(a)the Senior Bank Loan Investment is evidenced by Investment Documents

that are in full force and effect and constitute the legal, valid and binding obligation of

the Underlying Obligor of such Senior Bank Loan Investment to pay the stated amount of

the Underlying Loan and interest thereon without right of rescission, set off, counterclaim

or defense, and the related Investment Documents are enforceable against such

Underlying Obligor in accordance with their respective terms, provided that the

enforceability thereof is subject in each case to general principles of equity (regardless of

whether such enforceability is considered in a proceeding in equity or at law) and to

bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights

generally, and, to the knowledge of the Borrower, are not the subject of any material

dispute;

(b)such Senior Bank Loan Investment is secured by a first priority (subject to

encumbrances that are customarily permitted to be senior under a first lien debt

obligation), perfected security interest on a substantial portion of the assets of the

respective Underlying Obligor(s); provided, that, for the avoidance of doubt, the

“last-out” portion of a Senior Bank Loan that is a Senior Bank Loan, a portion of which

is, in effect, subject to superpriority rights (the “first-out” portion) of other lenders with

respect to such lenders’ right to receive distributions of collateral proceeds following an

12

event of default (such portion, a “last-out” portion) shall not constitute a Senior Bank

Loan Investment;

(c)a Value Triggering Event related to the Senior Bank Loan Investment has

not occurred and is not continuing;

(d)the Senior Bank Loan Investment is not a Defaulted Investment;

(e)except to the extent such Senior Bank Loan Investment is a DIP Loan, the

Senior Bank Loan Investment is not owed by an Underlying Obligor that is subject to an

Insolvency Event;

(f)the Senior Bank Loan Investment, together with the Investment

Documents related thereto, is a “general intangible”, an “instrument”, an “account”, or

“chattel paper”, within the meaning of the UCC of all jurisdictions that govern the

perfection of the security interest granted therein;

(g)all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

by the Borrower or any other Obligor in connection with the making of such Senior Bank

Loan Investment have been duly obtained, effected or given and are in full force and

effect, except where the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a material adverse effect on the value, validity or

collectability of such Senior Bank Loan Investment;

(h)the Senior Bank Loan Investment is denominated and payable only in

Dollars in the United States or in Canadian Dollars in Canada and the Underlying

Primary Obligor for such Senior Bank Loan Investment is organized under the laws of,

and maintains its chief executive office in, (A) the United States or any state thereof or

(B) subject to clause (g) of the definition of “Borrowing Base”, Canada or any province

thereof;

(i)the Senior Bank Loan Investment is a Cash Pay Senior Bank Loan

Investment;

(j)the Senior Bank Loan Investment, together with the Investment

Documents related thereto, does not contravene in any material respect any applicable

law and with respect to which no Underlying Obligor is in violation of any applicable law

or the terms and conditions of such Investment Documents, to the extent any such

violation results in or would be reasonably likely to result in (a) an adverse effect upon

the value or collectability of such Senior Bank Loan Investment or (b) a material adverse

change in, or a material adverse effect upon, any of (1) the financial condition,

operations, business or properties of the Underlying Obligor or any of its respective

Subsidiaries, taken as a whole, (2) the rights and remedies of the Borrower under the

Investment Documents, or the ability of the Underlying Obligor or any other loan party

thereunder to perform its obligations under the Investment Documents to which it is a

12

party, as applicable, taken as a whole, or (3) the collateral securing the Senior Bank Loan

Investment, or the Liens thereon or the priority of such Liens;

(k)the Senior Bank Loan Investment, together with the related Investment

Documents, is assignable subject to customary consent rights; provided, that in the event

that a Portfolio Investment is subject to an intercreditor arrangement with other lenders

thereof with payment rights or lien priorities that are junior to the rights of the applicable

Obligor, such Portfolio Investment may be subject to customary and market based rights

of first refusal, rights of first offer and purchase rights in favor, in each case, of such

other lenders thereof;

(l)the Senior Bank Loan Investment is free of any Liens (other than

Permitted Liens);

(m)such Senior Bank Loan Investment will not cause the Borrower to be

deemed to own 5.0% or more of the voting securities of any publicly registered issuer or

any securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(n)the financing of such Senior Bank Loan Investment by the Lenders does

not contravene in any material respect Regulation U of the Federal Reserve Board, nor

require the Lenders to undertake reporting thereunder which it would not otherwise have

cause to make and such Senior Bank Loan Investment does not represent payment

obligations relating to “put” rights relating to Margin Stock;

(o)such Senior Bank Loan Investment does not contain a confidentiality

provision that restricts the ability of the Administrative Agent or the Collateral Agent

(assuming the Administrative Agent or the Collateral Agent, as applicable, agrees to be

bound by the terms of the applicable confidentiality provision) to exercise its rights under

the Loan Documents, including, without limitation, its rights to review the Senior Bank

Loan Investment, the related Investment Documents or the Borrower’s credit approval

file in respect of such Senior Bank Loan Investment, unless the Administrative Agent and

the Collateral Agent are permitted to avoid such restriction by agreeing to maintain the

confidentiality of such information in accordance with the provisions of the Investment

Documents and has agreed to the terms thereof;

(p)the Underlying Obligor with respect to such Senior Bank Loan Investment

is not (A) an Affiliate of the Borrower or any other Person whose investments are

primarily managed by the Borrower or any Affiliate, Subsidiary or joint venture of the

Borrower, unless such Senior Bank Loan Investment is expressly approved by the

Administrative Agent (in its sole discretion), (B) a Governmental Authority or (C)

primarily in the business of nuclear waste;

(q)such Senior Bank Loan Investment is not (A) any type of bond, whether

high yield or otherwise, or any similar financial interest, (B) an Equity Interest (and does

not by its terms permit the payment obligation of the Underlying Obligor thereunder to be

12

converted into or exchanged for equity capital of such Underlying Obligor) or (C) a

participation interest;

(r)the proceeds of such Senior Bank Loan Investment are not principally

used to finance construction projects or activities in the form of a traditional construction

loan where the only collateral for the loan is the project under construction and draws are

made on the loan specifically to fund construction in progress;

(s)there is full recourse to the Underlying Obligor for principal and interest

payments with respect to such Senior Bank Loan Investment and the Investment

Documents do not provide the Underlying Obligor with an express right of recission,

set-off, counterclaim or any other defenses;

(t)such Senior Bank Loan Investment is not an obligation (other than a

revolving loan or a delayed draw term loan) pursuant to which any future advances or

payments to the Underlying Obligor are required to be made by the Borrower or any other

Obligor; and

(u)the Investment Documents for such Senior Bank Loan Investment include

a financial covenant, which may include a leverage ratio and/or a minimum interest or

fixed charge coverage ratio.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a

decree or order for relief by a court having jurisdiction in the premises in respect of such Person

or any substantial part of its property in an involuntary case under any applicable Insolvency Law

now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for such Person or for any substantial part of its property, or

ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall

remain undischarged, unvacated, undismissed and unstayed and in effect for a period of 60

consecutive days; or (b) the commencement by such Person of a voluntary case under any

applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry

of an order for relief in an involuntary case under any such law, or the consent by such Person to

the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for such Person or for any substantial part of its property, or the

making by such Person of any general assignment for the benefit of creditors, or the failure by

such Person generally to pay its debts as such debts become due, or the taking of action by such

Person in furtherance of any of the foregoing.

“Insolvency Laws” means the Bankruptcy Code and all other applicable

liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,

reorganization, suspension of payments, or similar debtor relief laws of the United States or

other applicable jurisdictions from time to time in effect affecting the rights of creditors

generally.

“Investment Documents” means, with respect to any Senior Bank Loan

Investment, any related loan agreement, security agreement, mortgage, assignment, all

guarantees, note purchase agreement, intercreditor and/or subordination agreements, and UCC

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financing statements and continuation statements (including amendments or modifications

thereof) executed by the Underlying Obligor thereof or by another Person on the Underlying

Obligor’s behalf in respect of such Senior Bank Loan Investment and any related promissory

note, including, without limitation, general or limited guaranties and, for all Senior Bank Loan

Investments with a promissory note, an assignment thereof (which may be by allonge), in blank,

signed by an officer of the Borrower or any other Obligor, as applicable.

“Relevant Test Period” means with respect to each Underlying Obligor on a

Senior Bank Loan Investment, the relevant test period for the calculation of Underlying Obligor

Net Senior Leverage Ratio or Underlying Obligor Interest Coverage Ratio, as applicable, for

such Senior Bank Loan Investment in accordance with the related underlying Investment

Documents or, if no such period is provided for therein, the last four consecutive reported fiscal

quarters of the principal Underlying Obligor on such Senior Bank Loan Investment; provided

that with respect to any Senior Bank Loan Investment for which the relevant test period is not

provided for in the related underlying Investment Documents, if four (4) consecutive fiscal

quarters have not yet elapsed since the closing date of the relevant underlying Investment

Documents, “Relevant Test Period” shall initially include the period from such closing date to

the end of the fourth fiscal quarter thereafter, and shall subsequently include each period of the

last four (4) consecutive reported fiscal quarters of such Underlying Obligor.

“Senior Bank Loan Investment” means a Portfolio Investment constituting

Indebtedness (including without limitation term loans, the funded portion of delayed draw term

loans, the funded portion of revolving credit lines and letter of credit facilities and other similar

loans and investments including interim loans) which is made by Borrower as a lender under a

syndicated loan or credit facility.

“Underlying Loan” means any loan arising from the extension of credit to an

Underlying Obligor by the Borrower or any other Obligor in the ordinary course of business of

the Borrower or any other Obligor.

“Underlying Obligor” means, with respect to any Portfolio Investment, the Person

or Persons obligated to make payments pursuant to such Portfolio Investment, including any

guarantor thereof.

“Underlying Obligor EBITDA” means, with respect to each Underlying Obligor

on any Senior Bank Loan Investment, for the last four full fiscal quarters for which financial

statements have been provided to the Borrower or any other Obligor by or on behalf of any

Underlying Obligor with respect to the related Senior Bank Loan Investment, the meaning of

“EBITDA”, “Adjusted EBITDA” or any comparable definition in the underlying Investment

Documents for each such Senior Bank Loan Investment, and in any case that “EBITDA”,

“Adjusted EBITDA” or such comparable definition is not defined in such underlying Investment

Documents, an amount, for the Underlying Obligor on such Senior Bank Loan Investment and

any parent that is obligated pursuant to the underlying Investment Documents for such Senior

Bank Loan Investment (determined on a consolidated basis without duplication in accordance

with GAAP) equal to earnings from continuing operations for such period plus (a) interest

expense, (b) income taxes, (c) depreciation and amortization for such four fiscal quarter period

(to the extent deducted in determining earnings from continuing operations for such period), (d)

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amortization of intangibles (including, but not limited to, goodwill, financing fees and other

capitalized costs), other non-cash charges and organization costs, (e) extraordinary losses in

accordance with GAAP, (f) one‐time, non‐recurring non‐cash charges consistent with the

compliance statements and financial reporting packages provided by the Underlying Obligors,

and (g) and any other item the Borrower in good faith deems to be appropriate; provided that

with respect to any Underlying Obligor for which four full fiscal quarters of economic data are

not available, Underlying Obligor EBITDA shall be determined for such Underlying Obligor

based on annualizing the economic data from the reporting periods actually available.

“Underlying Obligor Interest Coverage Ratio” means with respect to a Senior

Bank Loan Investment, either (a) the “Interest Coverage Ratio” or comparable definition set forth

in the underlying Investment Documents for such Senior Bank Loan Investment, or (b) in the

case of any Senior Bank Loan Investment with respect to which the related underlying

Investment Documents do not include a definition of “Interest Coverage Ratio” or comparable

definition (including, without limitation, any Senior Bank Loan Investment considered to be

“covenant-lite” with limited restrictions on the debt capacity of the applicable Underlying

Obligor), the ratio of (i) Underlying Obligor EBITDA to (ii) Obligor Interest Expense of such

Underlying Obligor with respect to the Relevant Test Period, as calculated by the Borrower in

good faith.

“Underlying Obligor Interest Expense” means with respect to any Underlying

Obligor, the amount which, in conformity with GAAP, would be set forth opposite the caption

“interest expense” or any like caption reflected for the last four full fiscal quarters for which

financial statements have been provided to the Borrower or any Obligor by or on behalf of any

Underlying Obligor with respect to the related Senior Bank Loan Investment; provided that with

respect to any Underlying Obligor for which four full fiscal quarters of economic data are not

available, Underlying Obligor Interest Expense shall be determined for such Underlying Obligor

based on annualizing the economic data from the reporting periods actually available.

“Underlying Obligor Net Senior Leverage Ratio” means with respect to a Senior

Bank Loan Investment either (a) the “Net Senior Leverage Ratio” or comparable definition set

forth in the underlying Investment Documents for such Senior Bank Loan Investment, or (b) in

the case of any Senior Bank Loan Investment with respect to which the related underlying

Investment Documents do not include a definition of “Net Senior Leverage Ratio” or comparable

definition (including, without limitation, any Senior Bank Loan Investment considered to be

“covenant-lite” with limited restrictions on the debt capacity of the applicable Underlying

Obligor), the ratio of (i) the Underlying Obligor Senior Debt (including, without limitation, such

Senior Bank Loan Investment) of the applicable Underlying Obligor as of the date of

determination minus the Cash of such Obligor as of such date to (ii) Underlying Obligor

EBITDA of such Underlying Obligor with respect to the Relevant Test Period, as calculated by

the Borrower in good faith.

“Underlying Obligor Senior Debt” means all Indebtedness of any Person other

than Indebtedness that is junior or subordinated in right of payment or upon liquidation.

“Underlying Primary Obligor” means, with respect to any Portfolio Investment,

the principal Underlying Obligor directly obligated to repay all obligations owing under such

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Portfolio Investment, including joint and several liability for such obligation, if more than one

Underlying Obligor exists; provided, however, “Underlying Primary Obligor” does not include

any Person who acts solely as a guarantor or surety with respect to such Portfolio Investment.

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

(i)the most recent internal market value as determined pursuant to

Section 5.12(b)(ii)(C) and

(ii)the most recent external market value as determined pursuant to

Section 5.12(b)(ii)(A) and (B).

“Value Triggering Event” means, with respect to a Senior Bank Loan Investment,

such Senior Bank Loan Investment has a Value of less than 65% of par value and any one of

more of the following events shall have occurred:

(a)the Underlying Obligor Net Senior Leverage Ratio for any Relevant Test

Period of the Underlying Obligor with respect to such Senior Bank Loan Investment is (i)

greater than 3.50 and (ii) greater than 0.50 higher than the original Underlying Obligor

Net Senior Leverage Ratio on the date that the investment in the Senior Bank Loan

Investment was made by Borrower (such original Underlying Obligor Net Senior

Leverage Ratio determined based upon pro forma data in the offering materials to the

extent such Senior Bank Loan Investment was made by the Borrower prior to four full

fiscal quarters elapsing since the date on which the Underlying Obligor incurred the

relevant Indebtedness); or

(b)the Underlying Obligor Interest Coverage Ratio for any Relevant Test

Period of the Underlying Obligor with respect to such Senior Bank Loan Investment is (i)

less than 1.50 to 1.00 and (ii) less than 85% of the original Underlying Obligor Interest

Coverage Ratio on the date that the investment in the Senior Bank Loan Investment was

made by Borrower (such original Underlying Obligor Interest Coverage Ratio determined

based upon pro forma data in the offering materials to the extent such Senior Bank Loan

Investment was made by the Borrower prior to four full fiscal quarters elapsing since the

date on which the Underlying Obligor incurred the relevant Indebtedness); or

(c)a payment default by an Underlying Obligor under such Senior Bank Loan

Investment (after giving effect to any grace and/or cure period set forth in the applicable

loan agreement, but not to exceed five days) (including in respect of the acceleration of

the debt under the applicable underlying Investment Document); or

(d)a default as to all or any portion of one or more payments of principal or

interest has occurred in relation to any other senior or pari passu obligation for borrowed

money of the Underlying Obligor (after giving effect to any grace and/or cure period set

forth in the applicable underlying Investment Document, but not to exceed five days); or

(e)the failure of an Underlying Obligor to deliver (i) with respect to quarterly

reports, any financial statements (including unaudited financial statements) to the

Borrower or any other Obligor sufficient to calculate any applicable Underlying Obligor

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Net Senior Leverage Ratio of the related Underlying Obligor by the later of (A) the date

that is ninety (90) days after the end of the first, second or third quarter of any fiscal year

of the related Underlying Obligor or (B) the date five (5) days after the delivery date for

such information as allowed by the underlying Investment Documents, including any

grace periods thereunder, and (ii) with respect to annual reports, any audited financial

statements to the Administrative Agent sufficient to calculate any applicable Underlying

Obligor Net Senior Leverage Ratio of the Underlying Obligor by the later of (A) the date

that is one hundred and fifty (150) days after the end of any fiscal year of the Underlying

Obligor or (B) the date that is five (5) days after the delivery date for such information as

allowed by the underlying Investment Documents, including any grace periods

thereunder, unless, in any case, as otherwise agreed to by the Administrative Agent in its

sole discretion; or

(f)any amendment or waiver of, or modification or supplement to, the

underlying Investment Documents governing an Underlying Loan executed on or effected

on or after the date on which the Borrower or any other Obligor acquired such Underlying

Loan is entered into that amends, waives, forbears, supplements or otherwise modifies in

any way the definition of “Net Senior Leverage Ratio” or “Interest Coverage Ratio” (or

any respectivecomparabledefinitionintheapplicableunderlyingInvestment

Documents) or the definition of any component thereof in a manner that, in the

reasonable discretion of the Administrative Agent, is materially adverse to the

Administrative Agent or any Lender.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and

interest on each Loan and all fees payable hereunder have been paid in full and all Letters of

Credit have expired with no pending drawings, been terminated, Cash Collateralized or

backstopped and all LC Disbursements shall have been reimbursed, the Borrower covenants and

agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, nor will it permit any of

the Subsidiary Guarantors to, create, incur, assume or permit to exist any Indebtedness (for

clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence”

shall be deemed to take place only at the time such facility is entered into or the aggregate

commitments thereunder are increased or extended and, solely for purposes of satisfying the

incurrence tests in this Section 6.01, shall be deemed to be fully drawn with respect to any

commitments that have not expired or been terminated and are, subject to the satisfaction of

customary credit event conditions, available to be drawn; provided that such commitments shall

in no event include any delayed draw portion that has not yet been funded (which delayed draw

portion shall be “incurred” when funded) or any accordion capacity that has not yet been

exercised), except:

(a)Indebtedness created under this Agreement or any other Loan Document;

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(b)Secured Longer-Term Indebtedness and Unsecured Longer-Term

Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the

aggregate amount of such Secured Longer-Term Indebtedness and Unsecured Longer-Term

Indebtedness (determined at the time of the incurrence thereof), taken together with other

then-outstanding Indebtedness that constitutes senior securities, does not exceed the amount

required to comply with the provisions of Section 6.07(c), and (iii) prior to and immediately after

giving effect to the incurrence of any Secured Longer-Term Indebtedness or Unsecured

Longer-Term Indebtedness, the sum of the Covered Debt Amount plus the Net Revolving

Exposure does not or would not exceed the Borrowing Base then in effect;

(c)Other Permitted Indebtedness;

(d)Guarantees of Indebtedness of any Obligor otherwise permitted under to

this Section 6.01;

(e)(i) Indebtedness of any Obligor owing to any other Obligor or, if such

Indebtedness is subject to subordination terms and conditions that are satisfactory to the

Administrative Agent, any other Subsidiary of the Borrower and (ii) Indebtedness of any Obligor

to a Financing Subsidiary to the extent a court determines a transfer of assets (including

participations) from such Obligor to such Financing Subsidiary did not constitute a true sale,

provided, that with respect to this clause (ii), the holders of such Indebtedness have recourse only

to the assets purported to be transferred (or in the case of participations, the portfolio investments

to which such participation interest relates) to such Financing Subsidiary and to no other assets

of the Obligors in connection with such Indebtedness;

(f)[reserved];

(g)repurchase obligations arising in the ordinary course of business with

respect to U.S. Government Securities;

(h)obligations payable or payments of margin or posting of margin collateral

to clearing agencies, brokers, dealers or others in connection with the purchase or sale of

securities in the ordinary course of business;

(i)Secured Shorter-Term Indebtedness so long as (i) no Default exists at the

time of the incurrence thereof, (ii) the aggregate outstanding principal amount (determined at the

time of the incurrence of such Indebtedness) of such Indebtedness does not exceed the greater of

(A) $20,000,00095,750,000 and (B) 5% of Borrower Net WorthShareholders’ Equity, (iii) the

aggregate amount of such Indebtedness (determined at the time of incurrence thereof), taken

together with other then-outstanding Indebtedness that constitutes senior securities, does not

exceed the amount required to comply with the provisions of Section 6.07(c), and (iv) prior to

and immediately after giving effect to the incurrence of any such Indebtedness, the sum of the

Covered Debt Amount plus the Net Revolving Exposure does not or would not exceed the

Borrowing Base then in effect;

(j)obligations (including Guarantees) in respect of Standard Securitization

Undertakings;

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(k)Permitted SBIC Guarantees and any SBIC Equity Commitment or

analogous commitment;

(l)Unsecured Shorter-Term Indebtedness (other than Special Permitted

Indebtedness constituting Unsecured Shorter-Term Indebtedness) so long as (i) no Default exists

at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the

incurrence  of  such  Indebtedness)  of  such  Indebtedness  does  not  exceed

$1,000,000,0001,500,000,000, (iii) the aggregate amount of such Indebtedness (determined at the

time of incurrence thereof), taken together with other then-outstanding Indebtedness that

constitutes senior securities, does not exceed the amount required to comply with the provisions

of each of Section 6.07(c), (iv) prior to and immediately after giving effect to the incurrence of

any such Indebtedness, the sum of the Covered Debt Amount plus the Net Revolving Exposure

does not or would not exceed the Borrowing Base then in effect and (v) the aggregate amount of

such Indebtedness (determined at the time of the incurrence thereof), taken together with other

then-outstanding Special Permitted Indebtedness constituting Unsecured Shorter-Term

Indebtedness, does not exceed $1,000,000,0001,500,000,000;

(m)Special Permitted Indebtedness constituting Unsecured Shorter-Term

Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the

aggregate amount (determined at the time of the incurrence of such Indebtedness) of such

Indebtedness does not exceed $1,000,000,0001,500,000,000, (iii) the aggregate amount of such

Indebtedness (determined at the time of the incurrence thereof), taken together with other

then-outstanding Indebtedness that constitutes senior securities, does not exceed the amount

required to comply with Section 6.07(c), (iv) prior to and immediately after giving effect to the

incurrence of any such Indebtedness, the sum of the Covered Debt Amount plus the Net

Revolving Exposure does not or would not exceed the Borrowing Base then in effect and (v) the

aggregate amount of such Indebtedness (determined at the time of the incurrence thereof), taken

together with other then-outstanding Unsecured Shorter-Term Indebtedness, does not exceed

$1,000,000,0001,500,000,000; and

(n)other Indebtedness at any time in an aggregate principal amount

outstanding not to exceed $10,000,00020,000,000.

SECTION 6.02. Liens. The Borrower will not, nor will it permit any of the

Subsidiary Guarantors to, create, incur, assume or permit to exist any Lien on any property or

asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including

accounts receivable) or rights in respect of any thereof (which, for the avoidance of doubt, shall

not include participations in Investments to the extent that the portion of such Investment

represented by such participation is not treated as a Portfolio Investment), except:

(a)any Lien on any property or asset of the Borrower or any Subsidiary

Guarantor existing on the Second Amendment Effective Date and set forth in Part B of Schedule

3.11; provided that (i) no such Lien shall extend to any other property or asset of the Borrower or

any of the Subsidiary Guarantors, and (ii) any such Lien shall secure only those obligations

which it secures on the Second Amendment Effective Date and extensions, renewals and

replacements thereof that do not increase the outstanding principal amount thereof;

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(b)Liens created pursuant to this Agreement (including Section 2.19) or any

of the Security Documents (including Liens in favor of the Designated Indebtedness Holders (as

defined in the Guarantee and Security Agreement));

(c)Liens on Special Equity Interests included in the Investments of the

Borrower but only to the extent securing obligations in the manner provided in the definition of

“Special Equity Interests” in Section 1.01;

(d)Liens securing Indebtedness or other obligations in an aggregate principal

amount not exceeding the greater of (i) $20,000,00095,750,000 and (ii) 5% of Borrower’s Net

WorthShareholders’ Equity at any one time outstanding (which may cover Portfolio Investments,

but only to the extent released from, or otherwise not covered by, the Lien in favor of the

Collateral Agent pursuant to Section 10.03 of the Guarantee and Security Agreement), so long as

at the time of incurrence of such Indebtedness or other obligations, the aggregate amount of such

Indebtedness (determined at the time of incurrence thereof), taken together with other

then-outstanding Indebtedness permitted under clauses (a), (b), (i), (l) and (m) of Section 6.01,

does not exceed the amount required to comply with the provisions of Section 6.07(c), and (iv)

prior to and immediately after giving effect to the incurrence of any such Indebtedness, the sum

of the Covered Debt Amount plus the Net Revolving Exposure does not or would not exceed the

Borrowing Base then in effect;

(e)Permitted Liens;

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

SBA or its designee and Liens on Equity Interests in any SPE subsidiary in favor of and required

by any lender providing third party financing to such SPE Subsidiary;

(g)(x) Liens securing Hedging Agreements permitted under Section 6.04(c)

and not otherwise permitted under clause (b) above in an aggregate amount not to exceed

$15,000,00030,000,000 at any time and (y) Liens incurred in connection with any Hedging

Agreement either entered into with a Lender (or an Affiliate of a Lender) on an uncleared basis

or cleared through a Lender (or Affiliate of a Lender) as futures commission merchant in the

ordinary course of business and not for speculative purposes (it being understood that such Lien

shall continue to be permitted pursuant to this sub-clause (y) even if such Lender has assigned all

of its Loans and other interests in this Agreement and thus has ceased to be a Lender hereunder);

provided that in no event shall any Obligor be permitted to create, incur or assume any Lien

pursuant to this clause (g) or increase the aggregate amount of collateral securing any

Liens previously permitted under this clause (g) unless both before and after giving effect to the

creation, incurrence or assumption of such Lien or such increase in the aggregate amount of

collateral securing such Lien the sum of the Covered Debt Amount plus the Net Revolving

Exposure does not exceed the Borrowing Base (after giving effect to the exclusion of all such

collateral from the Borrowing Base); and

(h)Liens securing repurchase obligations arising in the ordinary course of

business with respect to U.S. Government Securities.

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SECTION 6.03. Fundamental Changes.The Borrower will not, nor will it

permit any of the Subsidiary Guarantors to, enter into any transaction of merger or consolidation

or amalgamation, or liquidate, wind up or dissolve or divide itself (or suffer any liquidation,

dissolution or division).The Borrower will not, nor will it permit any of the Subsidiary

Guarantors to, acquire any business or property from, or Capital Stock of, or be a party to any

acquisition of, any Person, except for purchases or acquisitions of Investments and other assets

in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries

and not in violation of the terms and conditions of this Agreement or any other Loan Document.

The Borrower will not, nor will it permit any of the Subsidiary Guarantors to, convey, sell, lease,

transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its

assets, whether now owned or hereafter acquired, but excluding (w) any transaction permitted

under Section 6.05 or 6.12, (x) assets (other than Investments) sold or disposed of in the ordinary

course of business (including to make expenditures of Cash and Cash Equivalents in the normal

course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y) subject

to the provisions of clauses (d) and (e) below, Investments.

Notwithstanding the foregoing provisions of this Section:

(a)any Subsidiary Guarantor may be merged or consolidated with or into the

Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be

between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned

Subsidiary Guarantor shall be the continuing or surviving entity;

(b)any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of

any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly

owned Subsidiary Guarantor of the Borrower;

(c)the Capital Stock of any Subsidiary of the Borrower may be sold,

transferred or otherwise disposed of (including by way of consolidation or merger) (i) to the

Borrower or any wholly owned Subsidiary Guarantor of the Borrower or (ii) so long as such

transaction results in an Obligor receiving the proceeds of such disposition, to any other Person,

provided, that in the case of this clause (ii), if such Subsidiary is a Subsidiary Guarantor or holds

any Portfolio Investments, the Borrower would not have been prohibited from disposing of any

such Portfolio Investments to such other Person under any other term of this Agreement;

(d)the Obligors may sell, transfer or otherwise Dispose of Investments (other

than to a Financingany Subsidiary that is not a Subsidiary Guarantor) so long as, immediately

after giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of

Investments or payment of outstanding Loans or Other Covered Indebtedness or any other

Indebtedness that is included in the Covered Debt Amount at such time), the sum of the Covered

Debt Amount plus the Net Revolving Exposure does not exceed the Borrowing Base;

(e)the Obligors may sell, transfer or otherwise Dispose of Investments to a

Financing Subsidiary that is not a Subsidiary Guarantor so long as (i) after giving effect to such

sale, transfer or other disposition (and any concurrent acquisitions of Investments or payment of

outstanding Loans or Other Covered Indebtedness or any other Indebtedness that is included in

the Covered Debt Amount at such time) the sum of the Covered Debt Amount plus the Net

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Revolving Exposure does not exceed the Borrowing Base and the Borrower delivers to the

Administrative Agent a certificate of a Financial Officer to such effect and (ii) either (x) the

amount by which the Borrowing Base exceeds the sum of the Covered Debt Amount plus the Net

Revolving Exposure immediately prior to such sale, transfer or other disposition is not

diminished as a result of such sale, transfer or other disposition or (y) the Borrowing Base

immediately after giving effect to such sale, transfer or other disposition is at least 110% of the

sum of the Covered Debt Amount plus the Net Revolving Exposure;

(f)the Borrower may merge or consolidate with (or acquire all or

substantially all of the assets of) any other Person so long as (i) the Borrower is the continuing

or surviving entity in such transaction and (ii) at the time thereof and immediately after giving

effect thereto (and any concurrent acquisitions of Portfolio Investments by the Borrower or

payment of outstanding Loans), no Default shall have occurred or be continuing; and

(g)the Borrower and each of the Subsidiary Guarantors may sell, lease,

transfer or otherwise dispose of equipment or other property or assets that do not consist of

Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions

does not exceed $10,000,00020,000,000 in any fiscal year;

provided that, in no event shall the Borrower enter in any transaction of merger or consolidation

or amalgamation, or effect any internal reorganization, if the surviving entity would be organized

under any jurisdiction other than a jurisdiction of the United States.

SECTION 6.04. Investments. The Borrower will not, nor will it permit any of

the Subsidiary Guarantors to, acquire, make or enter into, or hold, any Investments except:

(a)operating deposit accounts with banks;

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

Borrower and the Subsidiary Guarantors;

(c)Hedging Agreements entered into in the ordinary course of any Obligor’s

financial planning and not for speculative purposes;

(d)Portfolio Investments (other than Investments in Hedging Agreements or

Investments in any Subsidiary of the Borrower that is not a Subsidiary Guarantor) by the

Borrower and its Subsidiary Guarantors made in the ordinary course of business to the extent

such Investments are permitted under the Investment Company Act and in compliance in all

material respects with the Borrower’s Investment Policies, in each case as in effect as of the date

such Investments are acquired; provided that, if any such Investment is not included in the

Collateral Pool, (i) both before and immediately after giving effect to such Investment, no

Default exists and is continuing, and (ii) the Borrowing Base immediately after giving effect to

such Investment is at least 110% of the sum of the Covered Debt Amount plus the Net

Revolving Exposure;

(e)Investments in Financing Subsidiaries or any other Subsidiary of the

Borrower that is not a Subsidiary Guarantor so long as, (i) both before and immediately after

giving effect to such Investment, no Default exists and is continuing, (ii) immediately after

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giving effect to such Investment, the Borrower is in pro forma compliance with the financial

covenants set forth in Section 6.07, (iii) immediately after giving effect to such Investment, the

sum of the Covered Debt Amount plus the Net Revolving Exposure shall not exceed the

Borrowing Base and (iv) either (A) the amount by which the Borrowing Base exceeds the sum of

the Covered Debt Amount plus the Net Revolving Exposure immediately prior to such

Investment is not diminished as a result of such Investment or (B) the Borrowing Base

immediately after giving effect to such Investment is at least 110% of the sum of the Covered

Debt Amount plus the Net Revolving Exposure;

(f)Investments in Cash and Cash Equivalents;

(g)Investments described on Schedule 3.12(b);

(h)Investments in the form of Guarantees permitted pursuant to Section 6.01;

and

(i)additional Investments, determined at the time any such Investment is

made (or, if earlier, committed to be made), up to but not exceeding $15,000,000 in the

aggregate made after the Effective Date;

provided that, (i) in no event shall the Borrower or any other Obligor enter into any Investment

that includes a funding commitment of an Obligor if, at the time of such Investment and

immediately after giving effect thereto, (A) the unfunded commitments of all Portfolio

Investments with a funding commitment then in effect exceeds (B) 50% of the sum of (1) the

Value of all Eligible Portfolio Investments (including Cash and Cash Equivalents) plus (ii) the

unfunded commitments of all Portfolio Investments with a funding commitment then in effect

and (ii) at no time shall (A) the unfunded commitments of all Portfolio Investments with a

funding commitment of an Obligor then in effect exceed (B) 65% of the sum of (1) the Value of

all Eligible Portfolio Investments (including Cash and Cash Equivalents) plus (ii) the unfunded

commitments of all Portfolio Investments with a funding commitment of an Obligor then in

effect.

SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit

any of the Subsidiary Guarantors to, declare or make, or agree to pay or make, directly or

indirectly, any Restricted Payment, except that the Borrower may declare and pay:

(a)dividends with respect to the Capital Stock of the Borrower payable solely

in additional shares of the Borrower’s stock;

(b)dividends and distributions in either case in cash or other property

(excluding for this purpose the Borrower’s common stock) in or with respect to any taxable year

(or any calendar year, as relevant) of the Borrower in amounts not to exceed 110% of the higher

of (x) the net investment income of the Borrower for the applicable year determined in

accordance with GAAP and as specified in the annual financial statements most recently

delivered pursuant to Section 5.01(a) and (y) the amount that is estimated in good faith by the

Borrower to allow the Borrower (i) to satisfy the minimum distribution requirements imposed by

Section 852(a) of the Code (or any successor thereto) to maintain the Borrower’s eligibility to be

taxed as a RIC for any such taxable year, (ii) to reduce to zero (0) for any such taxable year its

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liability for federal income taxes imposed on (A) its investment company taxable income

pursuant to Section 852(b)(1) of the Code (or any successor thereto), and (B) its net capital gain

pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) avoid federal

excise taxes for such taxable year (or for the previous taxable year) pursuant to Section 4982 of

the Code (or any successor thereto); and

(c)other Restricted Payments so long as on the date of such other Restricted

Payment and immediately after giving effect thereto (i) no Borrowing Base Deficiency exists,

(ii) the sum of the Covered Debt Amount plus the Net Revolving Exposure does not exceed 90%

of the Borrowing Base and (iii) no Default or Event of Default shall have occurred and be

continuing or would result therefrom.

Nothing herein shall be deemed to prohibit the payment of Restricted Payments

by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

SECTION 6.06. Certain Restrictions on Subsidiaries. The Borrower will not

permit any of its Subsidiaries (other than Financing Subsidiaries with respect to their respective

assets) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement

(other than the Loan Documents) that prohibits or restrains, in each case in any material respect,

or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the

declaration or payment of dividends, the making of loans, advances, guarantees or Investments

or the sale, assignment, transfer or other disposition of property to the Borrower by any

Subsidiary (other than a Financing Subsidiary) (except for restrictions imposed by the underlying

governing agreements of an entity the equity interests of which constitute a Lien Restricted

Investment, and applicable only to such asset held by an entity the equity interests of which

constitute a Lien Restricted Investment); provided, that the foregoing shall not apply to

(i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness

permitted hereby (provided that such restrictions would not adversely affect the exercise of rights

or remedies of the Administrative Agent or the Lenders hereunder or under the Security

Documents or restrict any Subsidiary in any manner from performing its obligations under the

Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining

to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien

permitted by this Agreement on such asset so long as the applicable restrictions only apply to the

assets subject to such lease, sale, other disposition or Lien.

SECTION 6.07. Certain Financial Covenants.

(a)Minimum Shareholders’ Equity. The Borrower will not permit

Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than

$832,750,0001,250,000,000 plus 25% of the net proceeds from the sale of Equity Interests by the

Borrower and its Subsidiaries after the FirstSecond Amendment Effective Date, other than

proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries.

(b)Minimum Borrower Net Worth. The Borrower will not permit Borrower

Net Worth at the last day of any fiscal quarter to be less than $250,000,000[Reserved].

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(c)Consolidated Asset Coverage Ratio. The Borrower will not permit the

Consolidated Asset Coverage Ratio at the last day of any fiscal quarter to be less than 1.50 to

1.00.

(d) Consolidated Liquidity Reserve. The Borrower will calculate and report

upon, no less frequently than with the monthly Borrowing Base Certificate, and will not permit

(i) the sum of (x) Unrestricted Cash of the Borrower and its Subsidiaries and (y) availability

under all indebtedness of Borrower (including the aggregate principal amount of the Loans that

could be made under Section 2.01 at such time) and its Subsidiaries (in the case of indebtedness

of a Subsidiary, solely to the extent that proceeds of such indebtedness are permitted to be

distributed to the Borrower) to be less than (ii) 10% of the aggregate Unfunded Amount.

(d)[Reserved].

(e)Liquidity Test. The Borrower will calculate and report to the

Administrative Agent no less frequently than with the monthly Borrowing Base Certificate and

will not permit (i) the aggregate Value of the Eligible Portfolio Investments in the Collateral

Pool that are Cash (excluding Cash Collateral for outstanding Letters of Credit) or that can be

converted to Cash in fewer than 10 Business Days without more than a 5% change in price, to be

less than 10% of the Covered Debt Amount, for more than 30 consecutive Business Days during

any period when the Adjusted Covered Debt Balance is greater than 90% of the Adjusted

Borrowing Base.

SECTION 6.08. Transactions with Affiliates. The Borrower will not, and will

not permit any of its Subsidiaries to enter into any transactions with any of its Affiliates, even if

otherwise permitted under this Agreement, except

(a)transactions in the ordinary course of business at prices and on terms and

conditions, taken as a whole, not materially less favorable to the Borrower or such Subsidiary

than in good faith is believed could be obtained on an arm’s-length basis from unrelated third

parties,

(b)transactions between or among the Borrower and its Subsidiaries not

involving any other Affiliate,

(c)Restricted Payments permitted by Section 6.05,

(d)the transactions provided in the Affiliate Agreements,

(e)transactions described on Schedule 6.08 (as amended, supplemented,

restated or otherwise modified by notice from the Borrower to the Administrative Agent so long

as (x) in the aggregate, payments by the Borrower and its Subsidiaries are not materially

increased, or (y) such amendment, supplement, restatement or other modification is not

materially adverse to the Lenders),

(f)any Investment that results in the creation of an Affiliate,

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(g)transactions between or among the Obligors and any SBIC Subsidiary or

any “downstream affiliate” (as such term is used under the rules promulgated under the

Investment Company Act) company of an Obligor at prices and on terms and conditions, taken

as a whole, not materially less favorable to the Obligors than in good faith is believed could be

obtained at the time on an arm’s-length basis from unrelated third parties, or

SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any

of its Subsidiaries (other than Immaterial Subsidiaries) to, engage to any material extent in any

business other than in accordance with its Investment Policies. The Borrower will not, nor will it

permit any of its Subsidiaries to amend or modify the Investment Policies (other than a Permitted

Policy Amendment).

SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will

not permit any of the Subsidiary Guarantors to, enter into any agreement, instrument, deed or

lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to

exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter

acquired, or which requires the grant of any security for an obligation if security is granted for

another obligation, except the following:

(a)this Agreement, the other Loan Documents and documents with respect to

Indebtedness permitted under Section 6.01(b) or (i);

(b)covenants in documents creating Liens permitted by Section 6.02

(including covenants with respect to the Designated Indebtedness Obligations or Designated

Holders under (and, in each case, as defined in) the Security Documents) prohibiting further

Liens on the assets encumbered thereby;

(c)any such agreement that imposes restrictions on investments or other

interests in Financing Subsidiaries (but no other assets of any Obligor);

(d)customary restrictions contained in leases not subject to a waiver;

(e)any other agreement that does not restrict in any manner (directly or

indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the

“Secured Obligations” under and as defined in the Guarantee and Security Agreement and does

not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or

indirect granting of any Lien securing any Indebtedness or other obligation (other than such

“Secured Obligations”) by virtue of the granting of Liens on or pledge of property of any Obligor

to secure the Loans or any Hedging Agreement; and

(f)the underlying governing agreements of any minority equity interest that

impose such restrictions only on such equity interest.

SECTION 6.11. Modifications of Longer-Term Indebtedness Documents. The

Borrower will not, and will not permit any other Obligor to, consent to any modification,

supplement or waiver of:

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(a)any of the provisions of any agreement, instrument or other document

evidencing or relating to any Secured Longer-Term Indebtedness or Unsecured Longer-Term

Indebtedness that would result in such Indebtedness not meeting the requirements of the

definition of “Secured Longer-Term Indebtedness” and “Unsecured Longer-Term Indebtedness”,

as applicable, set forth in Section 1.01, unless (i) in the case of Secured Longer-Term

Indebtedness, such Indebtedness would have been permitted to be incurred as Secured

Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the

Borrower so designates such Indebtedness as “Secured Shorter-Term Indebtedness” (whereupon

such Indebtedness shall be deemed to constitute “Secured Shorter-Term Indebtedness” for all

purposes of this Agreement) and (ii) in the case of Unsecured Longer-Term Indebtedness, such

Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness

at the time of such modification, supplement or waiver and the Borrower so designates such

Indebtedness as “Unsecured Shorter-Term Indebtedness” (whereupon such Indebtedness shall be

deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this

Agreement); or

(b)any Affiliate Agreement, unless after giving effect to such modification,

supplement or waiver, such Affiliate Agreement is not materially less favorable to the Borrower

than could be obtained on an arm’s-length basis from unrelated third parties, in each case,

without the prior consent of the Administrative Agent (with the approval of the Required

Lenders).

SECTION 6.12. Payments of Longer-Term Indebtedness. The Borrower will

not, nor will it permit any of the Subsidiary Guarantors to, purchase, redeem, retire or otherwise

acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for

the purchase, redemption, retirement or other acquisition of or make any voluntary payment or

prepayment of the principal of or interest on, or any other amount owing in respect of, any

Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or any other

Indebtedness not included in the Covered Debt Amount (other than the refinancing of Secured

Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness

permitted under Section 6.01), except for:

(a)regularly scheduled payments, prepayments or redemptions of principal

and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness

and the payment when due of the types of fees and expenses that are customarily paid in

connection with such Indebtedness (it being understood that: (w) the conversion features into

Permitted Equity Interests under Permitted Convertible Indebtedness; (x) the triggering of such

conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash

payment on account of interest or expenses on such Permitted Convertible Indebtedness (or any

cash payment on account of fractional shares issued upon conversion provisions of such

Permitted Convertible Indebtedness) made by the Borrower or any of its Subsidiaries in respect

of such triggering and/or settlement thereof shall be permitted under this clause (a));

(b)so long as no Default or Event of Default shall exist or be continuing, any

payment that, if treated as a Restricted Payment for purposes of Section 6.05, would be permitted

to be made pursuant to the provisions set forth in Section 6.05(c);

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(c)prior to the occurrence of the Commitment Termination Date, payments or

prepayments of Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or

Special Permitted Indebtedness solely from the proceeds of any issuance of Equity Interests; and

(d)payments, purchases, redemptions, retirements, acquisitions or

prepayments required to comply with the requirements set forth in Section 2.10(c).

provided that, in no event shall any Obligor be permitted to prepay or settle (whether as a result

of a mandatory redemption, conversion or otherwise) any such Indebtedness if immediately after

giving effect thereto, the sum of the Covered Debt Amount plus the Net Revolving Exposure

would exceed the Borrowing Base.

SECTION 6.13. Accounting Changes. The Borrower will not, nor will it permit

any of its Subsidiaries to, make any change in (a) accounting policies or reporting practices,

except as permitted under GAAP or required by law or rule or regulation of any Governmental

Authority, or (b) its fiscal year.

SECTION 6.14.  [Reserved].

SECTION 6.15. SBIC Guarantee. The Borrower will not, nor will it permit any

of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result

in any recourse to any Obligor under any Permitted SBIC Guarantee.

SECTION 6.16. Outbound Investment Rules. The Borrower will not, and will

not permit any of its Subsidiaries to, (a) be or become a “covered foreign person”, as that term is

defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered

transaction”, as such term is defined in the Outbound Investment Rules or (ii) any other activity

that would cause the Administrative Agent, the Collateral Agent or the Lenders to be in violation

of the Outbound Investment Rules or cause the Administrative Agent, the Collateral Agent or the

Lenders to be legally prohibited by the Outbound Investment Rules from performing under this

Agreement.

ARTICLE VII

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continuing:

EVENTS OF DEFAULT

If any of the following events (each, an “Event of Default”) shall occur and be

(a)the Borrower shall (i) fail to pay any principal of any Loan or any

reimbursement obligation in respect of any LC Disbursement when and as the same shall become

due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or

otherwise (including, for the avoidance of doubt, any failure to pay all principal on the Loans in

full on the applicable Final Maturity Date) or (ii) fail to deposit any amount into the Letter of

Credit Collateral Account as required by Section 2.09(a) on the Extended Commitment

Termination Date or as required by Section 2.21(b) on the date so required;

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(b)the Borrower shall fail to pay any interest on any Loan or any fee or any

other amount (other than an amount referred to in clause (a) of this Article VII) payable under

this Agreement or under any other Loan Document, when and as the same shall become due and

payable, and such failure shall continue unremedied for a period of three (3) or more Business

Days;

(c)any representation, warranty or certification made or deemed made by or

on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or

any other Loan Document or any amendment or modification hereof or thereof, or in any report,

certificate, financial statement or other document furnished pursuant to or in connection with this

Agreement or any other Loan Document or any amendment or modification hereof or thereof,

shall prove to have been incorrect when made or deemed made in any material respect;

(d)the Borrower or any other Obligor, as applicable, shall fail to observe or

perform any covenant, condition or agreement or default in the performance of any of its

obligations contained in (i) Section 5.03 (with respect to the Borrower’s existence),

Section 5.08(a) or (b), Section 5.09 or Article VI, (ii) Section 3 or 7 of the Guarantee and

Security Agreement or (iii) Section 5.01(e), (f) or (g) or Section 5.02 and such failure in the case

of this clause (iii) shall continue unremedied for a period of five (5) or more days after the earlier

of notice thereof by the Administrative Agent (given at the request of any Lender) to the

Borrower; it being acknowledged and agreed that a failure of an Obligor to “Deliver” (as defined

in the Guarantee and Security Agreement) any particular Investment to the extent required by

Section 7.01 of the Guarantee and Security Agreement shall result in such Investment not being

included in the Borrowing Base but shall not (in and of itself) be, or result in, a Default or an

Event of Default;

(e)a Borrowing Base Deficiency shall occur and continue unremedied for a

period of five or more Business Days after delivery of a Borrowing Base Certificate

demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e); provided that it

shall not be an Event of Default hereunder if the Borrower shall present the Administrative

Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole

discretion to enable such Borrowing Base Deficiency to be cured within 30 Business Days

(which 30-Business Day period shall include the five Business Days permitted for delivery of

such plan), so long as such Borrowing Base Deficiency is cured within such 30-Business Day

period;

(f)the Borrower or any other Obligor, as applicable, shall fail to observe or

perform any covenant, condition or agreement contained in this Agreement (other than those

specified in clause (a), (b), (d), (e) or (r) of this Article) or any other Loan Document and such

failure (if susceptible of cure) shall continue unremedied for a period of thirty (30) or more days

after the earlier of (i) written notice thereof from the Administrative Agent (given at the request

of any Lender) to the Borrower and (ii) knowledge thereof by a Responsible Officer of the

Borrower;

(g)the Borrower or any of its Subsidiaries shall fail to make any payment

(whether of principal or interest and regardless of amount) in respect of any Material

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Indebtedness, when and as the same shall become due and payable, taking into account any

applicable grace period;

(h)any event or condition occurs that (i) results in any Material Indebtedness

becoming due prior to its scheduled maturity or (ii) continues unremedied for any applicable

period of time sufficient to enable or permit the holder or holders of any Material Indebtedness

or any trustee or agent on its or their behalf to, as a result of an event of default under such

Material Indebtedness, cause any Material Indebtedness to become due, or to require the

prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (for

the avoidance of doubt, after giving effect to any applicable grace period); provided, that this

clause (h) shall not apply to (1) secured Indebtedness that becomes due as a result of the

voluntary sale or transfer of the property or assets securing such Indebtedness, (2) convertible

debt that becomes due as a result of a conversion or redemption event, other than as a result of an

“event of default” (as defined in the documents governing such convertible Material

Indebtedness) or (3) in the case of clause (h)(ii), any Indebtedness of a Financing Subsidiary to

the extent the event or condition giving rise to the circumstances in clause (h)(ii) was not a

payment or insolvency default.

(i)an involuntary proceeding shall be commenced or an involuntary petition

shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or

any of its Subsidiaries (other than Immaterial Subsidiaries) or its debts, or of a substantial part of

its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law

now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,

conservator or similar official for the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) or for a substantial part of its assets, and, in any such case, such proceeding or

petition shall continue undismissed and unstayed for a period of sixty (60) or more days or an

order or decree approving or ordering any of the foregoing shall be entered;

(j)the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) shall (i) voluntarily commence any proceeding or file any petition seeking

liquidation, reorganization or other relief under any federal, state or foreign bankruptcy,

insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution

of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in

clause (i) of this Article VII, (iii) apply for or consent to the appointment of a receiver, trustee,

custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries

(other than Immaterial Subsidiaries) or for a substantial part of its assets, (iv) file an answer

admitting the material allegations of a petition filed against it in any such proceeding, (v) make a

general assignment for the benefit of creditors or (vi) take any action to authorize or effectuate

any of the foregoing;

(k)the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) shall become unable, admit in writing its inability or fail generally to pay its debts

as they become due;

(l)one or more judgments for the payment of money in an aggregate amount

in excess of $20,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other

than Immaterial Subsidiaries) or any combination thereof since the Effective Date and the same

14

shall remain undischarged for a period of thirty (30) consecutive days during which execution

shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to

attach or levy upon any assets of the Borrower or any of its Subsidiaries (other than Immaterial

Subsidiaries) to enforce any such judgment;

(m)an ERISA Event shall have occurred that when taken together with all

other ERISA Events that have occurred, could reasonably be expected to result in a Material

Adverse Effect;

(n)a Change in Control shall occur;

(o)the Liens created by the Security Documents shall, at any time with

respect to Portfolio Investments, having an aggregate Value in excess of 5% of the aggregate

Value of all Portfolio Investments, not be valid and perfected (to the extent perfection by filing,

registration, recordation, possession or control is required herein or in any Security Document) in

favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under

Section 6.02 or under the respective Security Documents) except to the extent that any such loss

of perfection results from the failure of the Collateral Agent to maintain possession of the

certificates representing the securities pledged under the Loan Documents; provided, that if such

default is as a result of any action of the Administrative Agent or the Collateral Agent or a failure

of the Administrative Agent or the Collateral Agent to take any action that it has agreed to take

pursuant to this Agreement or the Guarantee and Security Agreement, then there shall be no

Default or Event of Default hereunder unless such default shall continue unremedied for a period

of ten (10) consecutive Business Days after such Borrower receives written notice of such

default thereof from the Administrative Agent unless the continuance thereof is a result of a

failure of the Administrative Agent or the Collateral Agent to take an action that it has agreed to

take pursuant to this Agreement or the Guarantee and Security Agreement;

(p)except for expiration or termination in accordance with its terms, any of

the Loan Documents shall for whatever reason be terminated or cease to be in full force and

effect in any material respect, or the enforceability thereof shall be contested by the Borrower or

any other Obligor;

(q)the Obligors shall at any time, without the consent of the Required

Lenders fail to comply with the covenant contained in Section 5.11, and such failure shall

continue unremedied for a period of thirty (30) or more days after the earlier of notice thereof by

the Administrative Agent (given at the request of any Lender) to the Borrower or knowledge

thereof by a Financial Officer;

(r)the Borrower or any of its Subsidiaries shall cause or permit the

occurrence of any condition or event that would result in any recourse to any Obligor under any

Permitted SBIC Guarantee; or

(s)the assets of any of any Obligor shall be (i) deemed to constitute “plan

assets” as defined in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA and such

condition results in any transaction contemplated by the Loan Documents constituting a

non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or

14

(ii)subject to any law that is similar to the provisions of Section 406 of ERISA or Section 4975

of the Code that would be violated by any of the transactions contemplated by the Loan

Documents;

then, and in every such event (other than an event with respect to the Borrower described in

clause (i) or (j) of this Article VII), and at any time thereafter during the continuance of such

event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice

to the Borrower, take either or both of the following actions, at the same or different times:

(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,

and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which

case any principal not so declared to be due and payable may thereafter be declared to be due and

payable), and thereupon the principal of the Loans so declared to be due and payable, together

with accrued interest thereon and all fees and other obligations of the Borrower accrued

hereunder and under the other Loan Documents, shall become due and payable immediately,

without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or

(j) of this Article VII, the Commitments shall automatically terminate and the principal of the

Loans then outstanding, together with accrued interest thereon and all fees and other obligations

of the Borrower accrued hereunder and under the other Loan Documents, shall automatically

become due and payable, without presentment, demand, protest or other notice of any kind, all of

which are hereby waived by the Borrower.

In the event that the Loans shall be declared, or shall become, due and payable

pursuant to the immediately preceding paragraph then, upon notice from the Administrative

Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure

demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall

immediately deposit into the Letter of Credit Collateral Account cash in an amount equal to the

LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the

obligation to deposit such cash shall become effective immediately, and such deposit shall

become immediately due and payable, without demand or other notice of any kind, upon the

occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of

this Article VII.

Notwithstanding anything to the contrary contained herein, on the CAM

Exchange Date, to the extent not otherwise prohibited by law, (a) the Lenders shall automatically

and without further act be deemed to have exchanged interests in the Designated Obligations

such that, in lieu of the interests of each Lender in the Designated Obligations under each Loan

in which it shall participate as of such date, such Lender shall own an interest equal to such

Lender’s CAM Percentage in the Designated Obligations under each of the Loans and (b)

simultaneously with the deemed exchange of interests pursuant to clause (a) of this paragraph,

the interests in the Designated Obligations to be received in such deemed exchange shall,

automatically and with no further action required, be converted into the Dollar Equivalent of

such amount (as of the Business Day immediately prior to the CAM Exchange Date) and on and

after such date all amounts accruing and owed to the Lenders in respect of such Designated

Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder.

Each Lender, each Person acquiring a participation from any Lender as contemplated by Section

9.04 and the Borrower hereby consents and agrees to the CAM Exchange. The Borrower and the

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Lenders agree from time to time to execute and deliver to the Administrative Agent all such

promissory notes and other instruments and documents as the Administrative Agent shall

reasonably request to evidence and confirm the respective interests and obligations of the

Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any

promissory notes originally received by it in connection with its Loans hereunder to the

Administrative Agent against delivery of any promissory notes so executed and delivered;

provided that the failure of the Borrower to execute or deliver or of any Lender to accept any

such promissory note, instrument or document shall not affect the validity or effectiveness of the

CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each

payment received by the Administrative Agent pursuant to any Loan Document in respect of the

Designated Obligations shall (except as otherwise expressly stated in this Agreement with

respect to fees or Defaulting Lenders) be distributed to the Lenders pro rata in accordance with

their respective CAM Percentages (to be redetermined as of each such date of payment).

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Appointment of the Administrative Agent. Each of the Lenders

and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent

hereunder and under the other Loan Documents and authorizes the Administrative Agent to take

such actions on its behalf and to exercise such powers as are delegated to the Administrative

Agent by the terms hereof or thereof, together with such actions and powers as are reasonably

incidental thereto. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the

Collateral Agent as its agent hereunder and under the other Loan Documents and authorizes the

Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated

to the Collateral Agent by the terms hereof or thereof (including Section 9 of the Guarantee and

Security Agreement), and to take such actions on its behalf and to exercise such powers as are

delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and

powers as are reasonably incidental thereto. The Collateral Agent shall be a third-party

beneficiary of this Section 8.01 and shall have all of the rights, benefits and privileges of a

third-party beneficiary, including an independent right of action to enforce such rights, benefits

and privileges directly, without the consent or joinder of any other Person.

SECTION 8.02. Capacity as Lender. The Person serving as the Administrative

Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other

Lender and may exercise the same as though it were not the Administrative Agent, and such

Person and its Affiliates may accept deposits from, lend money to and generally engage in any

kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not

the Administrative Agent hereunder.

SECTION 8.03. Limitation of Duties; Exculpation. The Administrative Agent

shall not have any duties or obligations except those expressly set forth herein and in the other

Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has

occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any

discretionary action or exercise any discretionary powers, except discretionary rights and powers

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expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is

required to exercise in writing by the Required Lenders, and (c) except as expressly set forth

herein and in the other Loan Documents, the Administrative Agent shall not have any duty to

disclose, and shall not be liable for the failure to disclose, any information relating to the

Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as

the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall

not be liable for any action taken or not taken by it with the consent or at the request of the

Required Lenders (or such other number or percentage of the Lenders as shall be expressly

provided for herein or in the other Loan Documents) or in the absence of its own gross

negligence or willful misconduct. The Administrative Agent shall be deemed not to have

knowledge of any Default unless and until written notice thereof is given to the Administrative

Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or

have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or

in connection with this Agreement or any other Loan Document, (ii) the contents of any

certificate, report or other document delivered hereunder or thereunder or in connection herewith

or therewith, (iii) the performance or observance of any of the covenants, agreements or other

terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or

genuineness of this Agreement, any other Loan Document or any other agreement, instrument or

document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or

therein, other than to confirm receipt of items expressly required to be delivered to the

Administrative Agent.

SECTION 8.04. Reliance. The Administrative Agent shall be entitled to rely

upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,

statement, instrument, document or other writing (including any electronic message, Internet or

intranet website posting or other distribution) believed by it to be genuine and to have been

signed or sent by the proper Person. The Administrative Agent also may rely upon any statement

made to it orally or by telephone and believed by it to be made by the proper Person, and shall

not incur any liability for relying thereon. The Administrative Agent may consult with legal

counsel (who may be counsel for the Borrower), independent accountants and other experts

selected by it, and shall not be liable for any action taken or not taken by it in accordance with

the advice of any such counsel, accountants or experts.

SECTION 8.05. Sub-Agents. The Administrative Agent may perform any and

all of its duties and exercise its rights and powers by or through any one or more sub-agents

appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may

perform any and all of its duties and exercise its rights and powers through their respective

Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such

sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and

shall apply to their respective activities in connection with the syndication of the credit facilities

provided for herein as well as activities as the Administrative Agent. The Administrative Agent

shall not be responsible for the negligence or misconduct of any sub-agents except to the extent

that a court of competent jurisdiction determines in a final and non-appealable judgment that the

Administrative Agent acted with gross negligence or willful misconduct in the selection of such

sub-agents.

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SECTION 8.06. Resignation; Successor Administrative Agent. The

Administrative Agent may resign by providing not less than thirty (30) days advance written

notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of resignation,

the Required Lenders shall have the right, with the consent of the Borrower not to be

unreasonably withheld or delayed (or, if an Event of Default has occurred and is continuing in

consultation with the Borrower), to appoint a successor. If no successor shall have been so

appointed by the Required Lenders and shall have accepted such appointment within thirty (30)

days after the retiring Administrative Agent gives notice of its resignation, then the retiring

Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty

(30) day period (except that in the case of any collateral security held by the Administrative

Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the

retiring Administrative Agent shall continue to hold such collateral security until such time as a

successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be

discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform

the duties of the Administrative Agent (and all payments and communications provided to be

made by, to or through the Administrative Agent shall instead be made by or to each Lender

directly) until such time as the Required Lenders appoint a successor agent as provided for above

in this Section 8.06. Upon the acceptance of its appointment as Administrative Agent hereunder

by a successor, such successor shall succeed to and become vested with all the rights, powers,

privileges and duties of the retiring (or retired) Administrative Agent and the retiring

Administrative Agent shall be discharged from its duties and obligations hereunder (if not

already discharged therefrom as provided above in this paragraph). The fees payable by the

Borrower to a successor Administrative Agent shall be the same as those payable to its

predecessor unless otherwise agreed between the Borrower and such successor. After the

Administrative Agent’s resignation hereunder, the provisions of this Article VIII and

Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to

be taken by it while it was acting as Administrative Agent.

Any resignation by Truist as Administrative Agent pursuant to this Section 8.06

shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the

acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the

retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender

shall be discharged from all of their respective duties and obligations hereunder or under the

other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in

substitution for the Letters of Credit, if any, outstanding at the time of such succession or make

other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations

of the retiring Issuing Bank with respect to such Letters of Credit.

SECTION 8.07. Reliance by Lenders. Each Lender acknowledges that it has,

independently and without reliance upon the Administrative Agent or any other Lender and

based on such documents and information as it has deemed appropriate, made its own credit

analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,

independently and without reliance upon the Administrative Agent or any other Lender and

based on such documents and information as it shall from time to time deem appropriate,

continue to make its own decisions in taking or not taking action under or based upon this

Agreement, any other Loan Document or any related agreement or any document furnished

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hereunder or thereunder. The Administrative Agent shall have no duty or responsibility, either

initially or on a continuing basis, to make any such investigation or any such appraisal on behalf

of Lenders or to provide any Lender with any credit or other information with respect thereto,

whether coming into its possession before the making of the Loans or at any time or times

thereafter, and the Administrative Agent shall have no responsibility with respect to the accuracy

of or the completeness of any information provided to Lenders.

Each Lender, by delivering its signature page to this Agreement or any

Assignment and Assumption and funding any Loan shall be deemed to have acknowledged

receipt of, and consented to and approved, each Loan Document and each other document

required to be approved by the Administrative Agent, Required Lenders or Lenders.

SECTION 8.08. Modifications to Loan Documents. Except as otherwise

provided in Section 2.13(b) or Section 9.02(b) or (c) of this Agreement or the Security

Documents with respect to this Agreement, the Administrative Agent may, with the prior consent

of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver

under any of the Loan Documents; provided that, without the prior consent of each Lender, the

Administrative Agent shall not (except as provided herein or in the Security Documents) release

all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens

under any Security Document providing for collateral security, agree to additional obligations

being secured by all or substantially all of such collateral security, or alter the relative priorities

of the obligations entitled to the benefits of the Liens created under the Security Documents with

respect to all or substantially all of the Collateral, except that no such consent shall be required,

and the Administrative Agent is hereby authorized, (x) to release any Subsidiary Guarantor (and

any property of such Subsidiary Guarantor) from its guarantee obligations to the extent it may be

released in accordance with Section 10.03 of the Guarantee and Security Agreement, (y) to

release any Lien covering property that is the subject of either a Disposition of property

permitted hereunder or a Disposition to which the Required Lenders have consented, (z) for the

avoidance of doubt, execute and deliver agreements, instruments and other documents

reasonably requested by the Borrower to implement collateral sharing with respect to Secured

Longer-Term Indebtedness and Secured Shorter-Term Indebtedness in accordance with the

Guarantee and Security Agreement..

SECTION 8.09. Erroneous Payments.

(a)If the Administrative Agent notifies a Lender, an Issuing Bank or an

Indemnitee, or any Person who has received funds on behalf of a Lender, an Issuing Bank or an

Indemnitee (any such Lender, Issuing Bank, Indemnitee or other recipient, a “Payment

Recipient”), that the Administrative Agent has determined in its sole discretion (whether or not

after receipt of any notice under the immediately succeeding clause (b)) that any funds received

by such Payment Recipient from the Administrative Agent or any of its Affiliates were

erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment

Recipient (whether or not known to such Lender, Issuing Bank, Indemnitee or other Payment

Recipient on its behalf) (any such funds, whether received as a payment, prepayment or

repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an

“Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof),

such Erroneous Payment shall at all times remain the property of the Administrative Agent and

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shall be segregated by the Payment Recipient and held in trust for the benefit of the

Administrative Agent, and such Lender, Issuing Bank or Indemnitee shall (or, with respect to any

Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient

to) promptly, but in no event later than two (2) Business Days thereafter, return to the

Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to

which such a demand was made, in same day funds (in the currency so received), together with

interest thereon in respect of each day from and including the date such Erroneous Payment (or

portion thereof) was received by such Payment Recipient to the date such amount is repaid to the

Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a

rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation from time to time in effect. A notice of the Administrative Agent to any

Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting the immediately preceding clause (a), each Lender,

Issuing Bank or Indemnitee, or any Person who has received funds on behalf of a Lender, Issuing

Bank or Indemnitee, hereby further agrees that if it receives a payment, prepayment or repayment

(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution

or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different

amount than, or on a different date from, that specified in a notice of payment, prepayment or

repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such

payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of

payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or

(z) that such Lender, Issuing Bank or Indemnitee, or other such recipient, otherwise becomes

aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)(A) in the case of the immediately preceding clause (x) or (y), an

error shall be presumed to have been made (absent written confirmation from the

Administrative Agent to the contrary) or (B) an error has been made (in the case of

immediately preceding clause (z)), in each case, with respect to such payment,

prepayment or repayment; and

(ii)such Lender, Issuing Bank or Indemnitee shall (and shall cause any

other recipient that receives funds on its respective behalf to) promptly (and, in all events,

within one Business Day of its knowledge of such error) notify the Administrative Agent

of its receipt of such payment, prepayment or repayment, the details thereof (in

reasonable detail) and that it is so notifying the Administrative Agent pursuant to this

Section 8.09(b).

(c)Each Lender, Issuing Bank and Indemnitee hereby authorizes the

Administrative Agent to set off, net and apply any and all amounts at any time owing to such

Lender, Issuing Bank or Indemnitee under any Loan Document, or otherwise payable or

distributable by the Administrative Agent to such Lender, Issuing Bank or Indemnitee from any

source, against any amount due to the Administrative Agent under the immediately preceding

clause (a) or under the indemnification provisions of this Agreement.

(d)In the event that an Erroneous Payment (or portion thereof) is not

recovered by the Administrative Agent for any reason, after demand therefor by the

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Administrative Agent in accordance with the immediately preceding clause (a), from any Lender

or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any

Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective

behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the

Administrative Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or

Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the

relevant Class with respect to which such Erroneous Payment was made (the “Erroneous

Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or

such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but

not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment

Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to

be waived by the Administrative Agent in such instance), and is hereby (together with the

Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent

applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to

a Platform as to which the Administrative Agent and such parties are participants) with respect

to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall

deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the

Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous

Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent

as the assignee Lender or assigning Issuing Bank shall become a Lender or Issuing Bank, as

applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the

assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as

applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment,

excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this

Agreement and its applicable Commitments which shall survive as to such assigning Lender or

assigning Issuing Bank and (iv) the Administrative Agent may reflect in the Register its

ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The

Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous

Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous

Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by

the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall

retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against

any recipient that receives funds on its respective behalf). For the avoidance of doubt, no

Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or

Issuing Bank and such Commitments shall remain available in accordance with the terms of this

Agreement. In addition, each party hereto agrees that, except to the extent that the

Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous

Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be

equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights

and interests of the applicable Lender, Issuing Bank or Indemnitee under the Loan Documents

with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment

Subrogation Rights”).

(e)The parties hereto agree that an Erroneous Payment shall not pay, prepay,

repay, discharge or otherwise satisfy any Revolving Credit Exposure or other obligations owed

by the Borrower or any other Obligor, except, in each case, to the extent such Erroneous

Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised

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of funds received by the Administrative Agent or other applicable Secured Parties (as such term

is defined in the Guarantee and Security Agreement) from the Borrower or any other Obligor for

the purpose of making payment in respect of the Revolving Credit Exposure.

(f)To the extent permitted by applicable law, no Payment Recipient shall

assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive,

any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,

claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment

received, including without limitation any defense based on “discharge for value” or any similar

doctrine.

Each party’s obligations, agreements and waivers under this Section 8.09 shall survive the

resignation or replacement of the Administrative Agent, any transfer of rights or obligations by,

or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the

repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Loan

Document.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.  Notices; Electronic Communications.

(a)Notices Generally. Except in the case of notices and other

communications expressly permitted to be given by telephone, all notices and other

communications provided for herein shall be in writing and shall be delivered by hand or

overnight courier service, mailed by certified or registered mail or sent by telecopy or electronic

communication, as follows:

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

AGTPG Twin Brook Capital Income Fund

245 Park Avenue, 26th Floor

New York, New York 10167

Attention: Nicholas Flemming

Telecopy Number: (312) 763-5114

Email: nflemming@twincp.com

with a copy to:

AGTPG Twin Brook Capital Income Fund

245 Park Avenue, 26th Floor

New York, New York 10167

Attention: Legal Department

Email: legal@angelogordon.com

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(ii)if to the Administrative Agent or Truist, in its capacity as a

Swingline Lender, to it at:

Truist Bank

3333 Peachtree Road, 7th740 Battery Avenue, 9th Floor

Atlanta, Georgia 3032630339

Attention: Hays Wood

Telecopy Number: (404) 836-5879

with a copy to:

Truist Bank

Agency Services

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

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906

(iii)if to Truist, in its capacity as Issuing Bank, to it at:

Truist Bank

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

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906

(iv)if to any other Lender, to it at its address (or telecopy number or

e-mail) set forth in its Administrative Questionnaire.

Any party hereto may change its address, e-mail or telecopy number for notices

and other communications hereunder by notice to the other parties hereto. All notices and other

communications given to any party hereto in accordance with the provisions of this Agreement

shall be deemed to have been given on the date of receipt. Notices delivered through electronic

communications to the extent provided in clause (b) below, shall be effective as provided in said

clause (b).

(b)Electronic Communications. Notices and other communications to the

Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic

communication (including e-mail and Internet or intranet websites) pursuant to procedures

approved by the Administrative Agent; provided that the foregoing shall not apply to notices to

any Lender or any Issuing Bank pursuant to Section 2.06 if such Lender or such Issuing Bank, as

applicable, has notified the Administrative Agent that it is incapable of receiving notices under

such Article by electronic communication. The Administrative Agent or the Borrower may, in

its discretion, agree to accept notices and other communications to it hereunder by electronic

communications pursuant to procedures approved by it; provided that approval of such

procedures may be limited to particular notices or communications.

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(i)Notices and other communications sent to an e-mail address shall

be deemed received upon the sender’s receipt of an acknowledgement from the intended

recipient (such as by the “return receipt requested” function, as available, return e-mail or

other written acknowledgement); provided that if such notice or other communication is

not sent during the normal business hours of the recipient, such notice or communication

shall be deemed to have been sent at the opening of business on the next Business Day

for the recipient; and

(ii)notices or communications posted to an Internet or intranet website

shall be deemed received upon the deemed receipt by the intended recipient at its e-mail

address as described in the foregoing clause (i) of notification that such notice or

communication is available and identifying the website address therefor.

Each party hereto understands that the distribution of material through an

electronic medium is not necessarily secure and that there are confidentiality and other risks

associated with such distribution and agrees and assumes the risks associated with such

electronic distribution, except to the extent caused by the willful misconduct or gross negligence

of Administrative Agent, any Lender or their respective Related Parties, as determined by a final,

non-appealable judgment of a court of competent jurisdiction. The Platform and any electronic

communications media approved by the Administrative Agent as provided herein are provided

“as is” and “as available”. None of the Administrative Agent or its Related Parties warrant the

accuracy, adequacy, or completeness of such media or the Platform and each expressly disclaims

liability for errors or omissions in the Platform and such media. No warranty of any kind,

express, implied or statutory, including any warranty of merchantability, fitness for a particular

purpose, non-infringement of third party rights or freedom from viruses or other code defects is

made by the Administrative Agent and any of its Related Parties in connection with the Platform

or the electronic communications media approved by the Administrative Agent as provided for

herein.

(c)Private Side Information Contacts. Each Public Lender agrees to cause at

least one individual at or on behalf of such Public Lender to at all times have selected the

“Private Side Information” or similar designation on the content declaration screen of the

Platform in order to enable such Public Lender or its delegate, in accordance with such Public

Lender’s compliance procedures and applicable law, including United States federal and state

securities laws, to make reference to information that is not made available through the “Public

Side Information” portion of the Platform and that may contain Non-Public Information with

respect to the Borrower, its Subsidiaries or their Securities for purposes of United States federal

or state securities laws. In the event that any Public Lender has determined for itself to not access

any information disclosed through the Platform or otherwise, such Public Lender acknowledges

that (i) other Lenders may have availed themselves of such information and (ii) neither the

Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision

to limit the scope of the information it has obtained in connection with this Agreement and the

other Loan Documents.

(d)Documents to be Delivered under Sections 5.01. For so long as an

Intralinks™ or equivalent website is available to each of the Lenders hereunder, the Borrower

may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under

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Sections 5.01 by delivering either an electronic copy or a notice identifying the website where

such information is located for posting by the Administrative Agent on Intralinks™ or such

equivalent website; provided that the Administrative Agent shall have no responsibility to

maintain access to Intralinks™ or an equivalent website.

SECTION 9.02.  Waivers; Amendments.

(a)No Deemed Waivers Remedies Cumulative. No failure or delay by the

Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in exercising any

right or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise

of any such right or power, or any abandonment or discontinuance of steps to enforce such a

right or power, preclude any other or further exercise thereof or the exercise of any other right or

power. The rights and remedies hereunder are cumulative and are not exclusive of any rights or

remedies that they would otherwise have. No waiver of any provision of this Agreement or

consent to any departure by the Borrower therefrom shall in any event be effective unless the

same shall be permitted by clause (b) of this Section 9.02, and then such waiver or consent shall

be effective only in the specific instance and for the purpose for which given. Without limiting

the generality of the foregoing, the making of a Loan, Swingline Loan or issuance of a Letter of

Credit shall not be construed as a waiver of any Default, regardless of whether the

Administrative Agent, any Swingline Lender, any Lender or any Issuing Bank may have had

notice or knowledge of such Default at the time.

(b)Amendments to this Agreement. Except as provided in Section 2.13,

neither this Agreement nor any provision hereof may be waived, amended or modified except

pursuant to an agreement or agreements in writing entered into by the Borrower and the Required

Lenders or by the Borrower and the Administrative Agent with the consent of the Required

Lenders; provided that no such agreement shall:

(i)increase the Commitment of any Lender without the written

consent of such Lender,

(ii)reduce the principal amount of any Loan or LC Disbursement or

reduce the rate of interest thereon (other than with respect to the election of or the failure

to elect the default rate in accordance with Section 2.12(d) or as specifically

contemplated herein), or reduce any fees payable hereunder, without the written consent

of each Lender directly and adversely affected thereby,

(iii)postpone the scheduled date of payment of the principal amount of

any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or

reduce the amount of waive or excuse any such payment, or postpone the scheduled date

of expiration of any Commitment, without the written consent of each Lender directly

and adversely affected thereby,

(iv)change Sections 2.09(b) or 2.17(b), (c) or (d) in a manner that

would alter the pro rata sharing of payments required thereby or change the definition of

any of the terms “Applicable Percentage”, “Applicable Dollar Percentage” or “Applicable

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Multicurrency Percentage”, without the written consent of each Lender directly and

adversely affected thereby,

(v)change any of the provisions of this Section or the definition of the

term “Required Lenders” or any other provision hereof specifying the number or

percentage of Lenders required to waive, amend or modify any rights hereunder or make

any determination or grant any consent hereunder, without the written consent of each

Lender directly and adversely affected thereby;

(vi)subject to clause (d) below, change any of the provisions of the

definition of “Agreed Foreign Currency” or any other provision specifying the Foreign

Currencies in which Multicurrency Loans may be made hereunder, or make any

determination or grant any consent hereunder with respect to the definition of “Agreed

Foreign Currency”, in each case, without the consent of each Multicurrency Lender;

(vii)change Section 9.20 without the written consent of each Lender (if

any) that is subject to the GBSA; or

(viii)contractually subordinate the payment priority of the Credit

Agreement Obligations (as defined in the Guarantee and Security Agreement) or

contractually subordinate the Liens granted to the Collateral Agent (for the benefit of the

Secured Parties) in the Collateral, without the written consent of each Lender;

provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or

duties of the Administrative Agent, the Issuing Banks or the Swingline Lenders hereunder

without the prior written consent of the Administrative Agent, the Issuing Banks or the

Swingline Lenders, as the case may be, and (y) the consent of Lenders (other than Defaulting

Lenders) holding not less than two-thirds of the Revolving Credit Exposure and unused

Commitments (other than of Defaulting Lenders) will be required (A) for any adverse change

(from the Lenders’ perspective) affecting the provisions of this Agreement relating to the

determination of the Borrowing Base (excluding changes to the provisions of Section

5.12(b)(ii)(F) and (G), but including changes to the provisions of Sections 5.12(b)(i), (ii)(A),

(ii)(B), (ii)(C) and (ii)(D) and the definitions set forth in Section 5.13), and (B) for any release of

any material portion of the Collateral other than for fair value or as otherwise permitted

hereunder or under the other Loan Documents.

Anything in this Agreement to the contrary notwithstanding, (i) no waiver or

modification of any provision of this Agreement or any other Loan Document that could

reasonably be expected to adversely affect the Lenders of any Class in a manner that does not

affect all Classes equally shall be effective against the Lenders of such Class unless the Required

Lenders of such Class shall have concurred with such waiver or modification, (ii) the Loan

Documents may be amended by the Borrower, the Administrative Agent and each extending

Lender, without the consent of any other Lender, to permit the extension of the Commitment

Termination Date and the Final Maturity Date with respect to each extending Lender and (iii)

this Agreement may be amended by the Borrower, the Administrative Agent and any

Non-Extending Lender, without the consent of any other Lender, for the sole purpose of

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extending the Commitments of such Non-Extending Lender so that such Non-Extending Lender

becomes an Extending Lender hereunder.

(c)Amendments to Security Documents. Except to the extent otherwise

expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no

Security Document nor any provision thereof may be waived, amended or modified, nor may the

Liens thereof be spread to secure any additional obligations (including any increase in Loans

hereunder, but excluding (x) any such increase pursuant to a Commitment Increase under

Section 2.08(e), (y) any Secured Longer-Term Indebtedness or Secured Shorter-Term

Indebtedness or (z) the spreading of such Liens to any Designated Indebtedness Obligations or

Hedging Agreement Obligations) except pursuant to an agreement or agreements in writing

entered into by the Borrower, and by the Collateral Agent with the consent of the Required

Lenders; provided that, except as permitted by the Loan Documents, (i) without the written

consent of each Lender, no such agreement shall release all or substantially all of the Obligors

from their respective obligations under the Security Documents (ii) without the written consent

of each Lender, no such agreement shall amend or waive Section 8.06 of the Guarantee and

Security Agreement and (iii) without the written consent of each Lender, no such agreement shall

release all or substantially all of the collateral security or otherwise terminate all or substantially

all of the Liens under the Security Documents, alter the relative priorities of the obligations

entitled to the Liens created under the Security Documents (except in connection with securing

additional obligations equally and ratably with the Loans and other obligations hereunder,

including any Secured Longer-Term Indebtedness or Secured Shorter-Term Indebtedness) with

respect to all or substantially all of the collateral security provided thereby, or release all or

substantially all of the guarantors under the Guarantee and Security Agreement from their

guarantee obligations thereunder, except that no such consent shall be required, and the

Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the

Collateral Agent under the Guarantee and Security Agreement, (w) to release from the Guarantee

and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary

Guarantor) that is designated as a “Financing Subsidiary”, a “Foreign Subsidiary”, an

“Immaterial Subsidiary” or a “Subsidiary of a Foreign Subsidiary” or which is otherwise no

longer required to be a “Subsidiary Guarantor” in accordance with this Agreement and the

Guarantee and Security Agreement, (x) to release any Lien covering property (and to release any

such guarantor) that is the subject of either a Disposition of property permitted hereunder or a

Disposition to which the Required Lenders or the required number or percentage of Lenders have

consented, (y) to release any Lien and/or guarantee obligation in accordance with Section 10.03

of the Guarantee and Security Agreement, and (z) to release (and to acknowledge the release of)

all Liens and guarantees of Obligors upon the termination of this Agreement (including in

connection with a complete refinancing). Notwithstanding anything herein or in any other Loan

Document to the contrary, except for any such release or termination in connection with the

Termination Date, without the written consent of each Lender and each Issuing Bank, the

Collateral Agent shall not (i) release all or substantially all of the Obligors from their respective

obligations under the Security Documents, (ii) amend or waive Section 8.06 of the Guarantee

and Security Agreement, (iii) release all or substantially all of the collateral security, (iv)

otherwise terminate all or substantially all of the Liens under the Security Documents or (v) alter

the relative priorities of the obligations entitled to the Liens created under the Security

Documents (except in connection with securing additional obligations equally and ratably with

the Loans and other obligations hereunder, including any Secured Longer-Term Indebtedness or

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Secured Shorter-Term Indebtedness) with respect to all or substantially all of the collateral

security provided thereby.

(d)Replacement of Non-Consenting Lender. If, in connection with any

proposed change, amendment, waiver or consent to, or discharge or termination of, any of the

provisions of this Agreement as contemplated by this Section 9.02, the consent of the Required

Lenders shall have been obtained but the consent of one or more Lenders (each a

“Non-Consenting Lender”) whose consent is required for such proposed change, waiver,

amendment, consent, discharge or termination is not obtained, then (so long as no Event of

Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and

expense, to replace each such Non-Consenting Lender or Lenders with one or more replacement

Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such

replacement Lender consents to the proposed change, waiver, discharge or termination.

(e)Cure of Defects. If the Administrative Agent and the Borrower acting

together identifying any ambiguity, omission, mistake, typographical error or other defect in any

provision of this Agreement or any other Loan Document, then the Administrative Agent and the

Borrower shall be permitted to amend, modify or supplement such provision to cure such

ambiguity, omission, mistake, typographical error or other defect, and such amendment,

modification or supplement shall become effective without any further action or consent of any

other party to this Agreement.

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrower shall pay (i) all reasonable and

documented out-of-pocket costs and expenses incurred by the Administrative Agent, the

Collateral Agent and their Affiliates, including the reasonable and documented fees, charges and

disbursements of one outside counsel for the Administrative Agent and the Collateral Agent (but

only one counsel for all such Persons together), in connection with the syndication of the credit

facilities provided for herein, the preparation and administration of this Agreement and the other

Loan Documents and any amendments, modifications or waivers of the provisions hereof or

thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),

(ii) all reasonable and documented expenses incurred by any Issuing Bank in connection with the

issuance, amendment or extension of any Letter of Credit by such Issuing Bank or any demand

for payment thereunder, (iii) all reasonable and documented costs and expenses incurred by the

Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender, including the

reasonable and documented fees, charges and disbursements of one outside counsel (and, if

reasonably necessary, of one local counsel in any relevant jurisdiction) for the Administrative

Agent, each Issuing Bank and each Swingline Lender as well as one outside counsel for the

Lenders (and, if reasonably necessary, of one local counsel) and additional counsel should any

conflict of interest arise, in connection with the enforcement or protection of its rights in

connection with this Agreement and the other Loan Documents, including its rights under this

Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder,

including all such documented expenses incurred during any workout, restructuring or

negotiations in respect thereof and (iv) and all reasonable and documented costs, expenses, taxes,

assessments and other charges reasonably incurred in connection with any filing, registration,

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recording or perfection of any security interest contemplated by any Security Document or any

other document referred to therein.

(b)Indemnification by the Borrower. The Borrower shall indemnify the

Administrative Agent, the Joint Lead Arrangers, each Issuing Bank, each Swingline Lender and

each Lender, and each Related Party of any of the foregoing Persons (each such Person being

called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,

claims, damages, liabilities, actions, judgments, suits, costs, expenses and disbursements of any

kind or nature whatsoever (including the reasonable and documented fees and disbursements of

one outside counsel or all Indemnitees (and, if reasonably necessary, of one local counsel in any

relevant jurisdiction for all Indemnitees) unless, in the reasonable opinion of an Indemnitee,

representation of all Indemnitees by such counsel would be inappropriate due to the existence of

an actual or potential conflict of interest) (collectively, “Losses”) in connection with any

investigative, administrative or judicial proceeding or hearing commenced or threatened by any

Person, whether or not any such Indemnitee shall be designated as a party or a potential party

thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity, whether

based on any federal, state or foreign laws, statutes, rules or regulations (including securities and

commercial laws, statutes, rules or regulations and laws, statutes, rules or regulations relating to

environmental, occupational safety and health or land use matters), on common law or equitable

cause or on contract or otherwise and related expenses or disbursements of any kind, including

the fees, charges and disbursements of outside counsel for any Indemnitee, incurred by or

asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the

execution or delivery of this Agreement or any agreement or instrument contemplated hereby,

the performance by the parties hereto of their respective obligations hereunder or the

consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan,

Swingline Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by

an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents

presented in connection with such demand do not strictly comply with the terms of such Letter of

Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to

any of the foregoing, whether based on contract, tort or any other theory and whether brought by

the Borrower or a third party and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not as to any Indemnitee, be available to the extent that such

Losses (A) are determined by a court of competent jurisdiction by final and nonappealable

judgment to have resulted from (i) the willful misconduct or gross negligence of such Indemnitee

or its Related Parties or (ii) the material breach in bad faith of such Indemnitee’s obligations

under this Agreement or the other Loan Documents, if the Borrower or such Obligor has

obtained a final and nonappealable judgment in its favor on such claim as determined by a court

of competent jurisdictions, (B) result from the settlement of any such claim, investigation,

litigation, or other proceedings described in clause (iii) above unless the Borrower has consented

to such settlement (which consent shall not be unreasonably withheld or delayed) (provided that

nothing in this clause (B) shall restrict the right of any person to settle any claim for which it has

waived its right of indemnity by the Borrower), or (C) result from disputes solely among

Indemnitees and not involving any act or omission of an Obligor or any of Affiliate thereof

(other than any dispute against the Administrative Agent in its capacity as such). This clause (b)

shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,

etc. arising from any non-Tax claim.

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The Borrower shall not be liable to any Indemnitee for any special, indirect,

consequential or punitive damages (as opposed to direct or actual damages (which may include

special, indirect, consequential or punitive damages asserted against any such party hereto by a

third party)) arising out of, in connection with, or as a result of this Agreement or any agreement

or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of

proceeds thereof, asserted by an Indemnitee against the Borrower or any other Obligor; provided

that the foregoing limitation shall not be deemed to impair or affect the obligations of the

Borrower under the preceding provisions of this subsection with respect to damages not

expressly described in the foregoing limitation.

(c)Reimbursement by Lenders. To the extent that the Borrower fails to pay

any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any

Swingline Lender under clause (a) or (b) of this Section 9.03, each Lender severally agrees to

pay to the Administrative Agent, the applicable Issuing Bank or the applicable Swingline Lender,

as the case may be, such Lender’s Applicable Percentage (determined as of the time that the

applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;

provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related

expense, as the case may be, was incurred by or asserted against the Administrative Agent, the

applicable Issuing Bank or the applicable Swingline Lender in its capacity as such.

(d)Waiver of Consequential Damages, Etc. To the extent permitted by

applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim

against any other party (or any Related Party to such party), on any theory of liability, for special,

indirect, consequential or punitive damages (as opposed to direct or actual damages (which may

include special, indirect, consequential or punitive damages asserted against any such party

hereto by a third party)) arising out of, in connection with, or as a result of, this Agreement or

any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit

or the use of the proceeds thereof. None of the Administrative Agent, any of the Joint Lead

Arrangers, any of the Issuing Banks, any of the Swingline Lenders nor any Lender, nor each

Related Party of any of the foregoing Persons, shall be liable for any damages arising from the

use by unintended recipients of any information or other materials distributed by it through

telecommunications, electronic or other information transmission systems in connection with

this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby,

except to the extent caused by the willful misconduct or gross negligence of the Administrative

Agent, any of the Joint Lead Arrangers, any of the Issuing Banks, any of the Swingline Lenders

or any Lender, or each Related Party of any of the foregoing Persons, as determined by a final,

non-appealable judgment of a court of competent jurisdiction.

(e)Payments. All amounts due under this Section 9.03 shall be payable

promptly after written demand therefor.

SECTION 9.04. Successors and Assigns.

(a)Assignments Generally. The provisions of this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and

assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of

Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or

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obligations hereunder without the prior written consent of each Lender (and any attempted

assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no

Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance

with this Section 9.04 (and any attempted assignment or transfer by any Lender which is not in

accordance with this Section 9.04 shall be treated as provided in the second sentence of Section

9.04(b)(iii)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon

any Person (other than the parties hereto, their respective successors and assigns permitted

hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit) and, to the

extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,

the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by

reason of this Agreement.

(b)Assignments by Lenders.

(i)Assignments Generally. Subject to the conditions set forth in

clause (ii) below, any Lender may assign to one or more assignees (other than any natural

person (or a holding company, investments vehicle, investment vehicle or trust for, or

owned and operated by or for the primary benefit of a natural person), any Defaulting

Lender or Persons listed in the Prohibited Assignees and Participants Side Letter) all or a

portion of its rights and obligations under this Agreement (including all or a portion of its

Commitments and the Loans and LC Exposure at the time owing to it) with the prior

written consent (such consent not to be unreasonably withheld or delayed) of:

(A)the Borrower; provided that no consent of the Borrower

shall be required for an assignment to a Lender, an Affiliate of a Lender, an

Approved Fund, or, if an Event of Default has occurred and is continuing, any

other assignee; provided, further, that the Borrower shall be deemed to have

consented to any such assignment unless it shall have objected thereto by written

notice to the Administrative Agent within ten (10) Business Days after having

received notice thereof; and

(B)the Administrative Agent, each Issuing Bank and each

Swingline Lender; provided that no consent of the Administrative Agent, the

Issuing Banks or the Swingline Lenders shall be required for an assignment by a

Lender to an Affiliate of such Lender.

(ii)Certain Conditions to Assignments. Assignments shall be subject

to the following additional conditions:

(A)except in the case of an assignment to a Lender or an

Affiliate of a Lender or an assignment of the entire remaining amount of the

assigning Lender’s Commitment or Loans and LC Exposure of a Class, the

amount of the Commitment or Loans and LC Exposure of such Class of the

assigning Lender subject to each such assignment (determined as of the date the

Assignment and Assumption with respect to such assignment is delivered to the

Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the

Borrower and the Administrative Agent otherwise consent; provided that no such

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consent of the Borrower shall be required if an Event of Default has occurred and

is continuing;

(B)each partial assignment of any Class of Commitments or

Loans and LC Exposure shall be made as an assignment of a proportionate part of

all the assigning Lender’s rights and obligations under this Agreement in respect

of such Class of Commitments, Loans and LC Exposure;

(C)the parties to each assignment shall execute and deliver to

the Administrative Agent an Assignment and Assumption, together with a

processing and recordation fee of U.S. $3,500 (which fee shall not be payable in

connection with an assignment to a Lender or to an Affiliate of a Lender), for

which the Borrower and the Subsidiary Guarantors shall not be obligated;

(D)the assignee, if it shall not already be a Lender of the

applicable Class, shall deliver to (x) the Administrative Agent, an Administrative

Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax

forms or certifications required by Section 2.16; and

(E)any assignment by a Multicurrency Lender shall (unless the

Borrower otherwise consents in writing) be made only to an assignee that has

agreed to make Loans pursuant to its Multicurrency Commitment and receive

payments in the Agreed Foreign Currencies for which Loans may be made at the

time of such proposed assignment.

(iii)Effectiveness of Assignments.Subject to acceptance and

recording thereof pursuant to clause (c) of this Section 9.04, from and after the effective

date specified in each Assignment and Assumption the assignee thereunder shall be a

party hereto and, to the extent of the interest assigned by such Assignment and

Assumption, have the rights and obligations of a Lender under this Agreement, and the

assigning Lender thereunder shall, to the extent of the interest assigned by such

Assignment and Assumption, be released from its obligations under this Agreement (and,

in the case of an Assignment and Assumption covering all of the assigning Lender’s

rights and obligations under this Agreement, such Lender shall cease to be a party hereto

but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with

respect to facts and circumstances occurring prior to the effective date of such

assignment). Any assignment or transfer by a Lender of rights or obligations under this

Agreement that does not comply with this Section 9.04 shall be treated for purposes of

this Agreement as a sale by such Lender of a participation in such rights and obligations

in accordance with clause (f) of this Section 9.04 (but only to the extent such assignment

orothertransferotherwisecomplieswiththeprovisionsofsuchclause).

Notwithstanding anything to the contrary herein, in connection with any assignment of

rights and obligations of any Defaulting Lender hereunder, no such assignment shall be

effective unless and until, in addition to the other conditions set forth in Section

9.04(b)(ii) or otherwise, the parties to the assignment shall make such additional

payments to the Administrative Agent in an aggregate amount sufficient, upon

distribution thereof as appropriate (which may be outright payment, purchases by the

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assignee of participations or subparticipations, or other compensating actions, including

funding, with the consent of the Borrower and the Administrative Agent, the Applicable

Percentage of Loans previously requested but not funded by the Defaulting Lender, to

each of which the applicable assignee and assignor hereby irrevocably consent), to (x)

pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the

Administrative Agent, each Issuing Bank, each Swingline Lender and each Lender

hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full

Applicable Percentage of all Loans and participations in Letters of Credit and Swingline

Loans. Notwithstanding the foregoing, in the event that any assignment of rights and

obligations of any Defaulting Lender hereunder shall become effective under applicable

law without compliance with the provisions of this subclause (iii), then the assignee of

such interest shall be deemed to be a Defaulting Lender for all purposes of this

Agreement until such compliance occurs.

(iv)Notwithstanding anything to the contrary set forth herein or in any

other Loan Document, each Lender hereunder must at all times be a “qualified purchaser”

as that term is defined in and under the Investment Company Act (a “Qualified

Purchaser”). Each Lender (x) represents and warrants to the Borrower, as of the later of

the date such Person became a Lender party hereto and the Effective Date, and (y)

covenants, from such date to the date such Person ceases being a Lender party hereto,

that it is and will remain a Qualified Purchaser.

(c)Maintenance of Registers by Administrative Agent. The Administrative

Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in

New York City a copy of each Assignment and Assumption delivered to it and a register for the

recordation of the names and addresses of the Lenders, and the Commitments of, and principal

amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant

to the terms hereof from time to time (the “Registers” and each individually, a “Register”). The

entries in the Registers shall be conclusive absent manifest error, and the Borrower, the

Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is

recorded in the Registers pursuant to the terms hereof as a Lender hereunder for all purposes of

this Agreement, notwithstanding notice to the contrary. The Registers shall be available for

inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from

time to time upon reasonable prior notice.

(d)Acceptance of Assignments by Administrative Agent. Upon its receipt of

a duly completed Assignment and Assumption executed by an assigning Lender and an assignee,

the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a

Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section

9.04 and any written consent to such assignment required by clause (b) of this Section, the

Administrative Agent shall accept such Assignment and Assumption and record the information

contained therein in the Register. No assignment shall be effective for purposes of this

Agreement unless it has been recorded in the Register as provided in this clause (b).

(e)Special Purposes Vehicles. Notwithstanding anything to the contrary

contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding

vehicle (an “SPC”) owned or administered by such Granting Lender, identified as such in writing

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from time to time by such Granting Lender to the Administrative Agent and the Borrower, the

option to provide all or any part of any Loan that such Granting Lender would otherwise be

obligated to make; provided that (i) nothing herein shall constitute a commitment to make any

Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide

all or any part of such Loan, such Granting Lender shall, subject to the terms of this Agreement,

make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative

of the rights of such Granting Lender, and such SPC shall be subject to all of the restrictions

upon such Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of

Sections 2.14 (or any other increased costs protection provision), 2.15 or 2.16. Each SPC shall

be conclusively presumed to have made arrangements with its Granting Lender for the exercise

of voting and other rights hereunder in a manner which is acceptable to the SPC, the

Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the

Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender

with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder

shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan

were made by the Granting Lender.

Each party hereto hereby agrees (which agreement shall survive the termination of

this Agreement) that, prior to the date that is one year and one day after the payment in full of all

outstanding senior indebtedness of any SPC, it will not institute against, or join any other person

in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or

liquidation proceedings or similar proceedings under the laws of the United States or any State

thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for

each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any

Losses arising out of their inability to institute any such proceeding against its SPC. In addition,

notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (i) without

the prior written consent of the Borrower and the Administrative Agent and without paying any

processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender

or to any financial institutions providing liquidity and/or credit facilities to or for the account of

such SPC to fund the Loans made by such SPC nor to support the securities (if any) issued by

such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of

the obligation of the Granting Lender to make Loans hereunder); provided that neither the

consent of the SPC or of any such assignee shall be required for amendments or waivers

hereunder except for those amendments or waivers for which the consent of participants is

required under clause (f) below, and (ii) disclose on a confidential basis (in the same manner

described in Section 9.13(b)) any Non-Public Information relating to its Loans to any rating

agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity

enhancement to such SPC.

(f)Participations. Any Lender may, without the consent of the Borrower,

Administrative Agent, any Issuing Bank or Swingline Lender, sell participations to one or more

banks or other entities (other than natural persons (or a holding company, investments vehicle,

investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural

person) or any Person listed on the Prohibited Assignees and Participants Side Letter) (a

“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement

and the other Loan Documents (including all or a portion of its Commitments and the Loans and

LC Disbursements owing to it); provided that (i) such Lender’s obligations under this Agreement

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and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely

responsible to the other parties hereto for the performance of such obligations and (iii) the

Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to

deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to

which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Agreement and the other Loan Documents and to approve any amendment,

modification or waiver of any provision of this Agreement or any other Loan Document;

provided that such agreement or instrument may provide that such Lender will not, without the

consent of the Participant, agree to any amendment, modification or waiver described in the first

proviso to Section 9.02(b) that directly affects such Participant. Subject to clause (g) of this

Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of

Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its

interest by assignment pursuant to clause (b) of this Section 9.04; provided that (A) such

Participant agrees to be subject to the provisions of Section 2.18 as if it were an assignee under

clause (b) of this Section 9.04 and (B) such Participant shall not be entitled to receive any greater

payment under Sections 2.14, 2.15 or 2.16, with respect to any participation, than its

participating Lender would have been entitled to receive, except to the extent such entitlement to

receive a greater payment results from a Change in Law that occurs after the Participant acquired

the applicable participation; provided, further, that no Participant shall be entitled to the benefits

of Section 2.16 unless the Borrower is notified of the participation granted to such Participant

and such Participant shall have complied with the requirements of Section 2.16 as if such

Participant is a Lender. Each Lender that sells a participation agrees, at the Borrower’s request

and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the

provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each

Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;

provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender

hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a

non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address

of each Participant and the principal amounts (and stated interest) of each Participant’s interest in

the Commitments, Loans, Letters of Credit or other obligations under the Loan Documents (the

“Participant Register”); provided that no Lender shall have any obligation to disclose all or any

portion of the Participant Register (including the identity of any Participant or any other

information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or

its other obligations under any Loan Document) to any person except to the extent that such

disclosures are necessary to establish that such commitment, loan, letter of credit or other

obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and

such Lender shall treat each Person whose name is recorded in the Participant Register as the

owner of such participation for all purposes of this Agreement notwithstanding any notice to the

contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative

Agent) shall have no responsibility for maintaining a Participant Register.

(g)Limitations on Rights of Participants. A Participant shall not be entitled

to receive any greater payment under Section 2.14, 2.15 or 2.16 than the applicable Lender

would have been entitled to receive with respect to the participation sold to such Participant,

unless (i) such entitlement to receive a greater payment results from a Change in Law that occurs

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after the Participant acquired the applicable participation or (ii) the sale of the participation to

such Participant is made with the Borrower’s prior written consent. A Participant that would be

a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless

the Borrower is notified of the participation sold to such Participant and such Participant agrees,

for the benefit of the Borrower, to comply with paragraphs (f) and (h) of Section 2.16 as though

it were a Lender and in the case of a Participant claiming exemption for portfolio interest under

Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with

satisfactory evidence that the participation is in registered form and shall permit the Borrower to

review such register as reasonably needed for the Borrower to comply with its obligations under

applicable laws and regulations.

(h)Certain Pledges. Any Lender may at any time pledge or assign a security

interest in all or any portion of its rights under this Agreement to secure obligations of such

Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central

bank having jurisdiction over such Lender, and this Section 9.04 shall not apply to any such

pledge or assignment of a security interest; provided that no such pledge or assignment of a

security interest shall release a Lender from any of its obligations hereunder or substitute any

such assignee for such Lender as a party hereto.

(i)No Assignments to the Borrower or Affiliates. Anything in this Section

9.04 to the contrary notwithstanding, no Lender may assign or participate any interest in any

Loan or LC Exposure held by it hereunder to (a) the Borrower or any of its Affiliates or

Subsidiaries without the prior consent of each Lender or (b) a Prohibited Person (as defined in

Prohibited Assignees and Participants Side Letter).

SECTION 9.05. Survival. All covenants, agreements, representations and

warranties made by the Borrower herein and in the certificates or other instruments delivered in

connection with or pursuant to this Agreement shall be considered to have been relied upon by

the other parties hereto and shall survive the execution and delivery of this Agreement and the

making of any Loans and issuance of any Letters of Credit, regardless of any investigation made

by any such other party or on its behalf and notwithstanding that the Administrative Agent, any

Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect

representation or warranty at the time any credit is extended hereunder, and shall continue in full

force and effect as long as the principal of or any accrued interest on any Loan or any fee or any

other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is

outstanding and so long as the Commitments have not expired or terminated. The provisions of

Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and

effect regardless of the resignation or replacement of the Administrative Agent, any Swingline

Lender or any Issuing Bank or any assignment of rights by, or the replacement of a Lender,

consummation of the transactions contemplated hereby, the repayment of the Loans, the

expiration or termination of the Letters of Credit and the Commitment, the Cash

Collateralization or backstop of the Letters of Credit or the termination of this Agreement or any

provision hereof. Any Non-Extending Lender that has had all of its obligations under this

Agreement and each other Loan Document paid in full shall cease to be a Lender under the Loan

Documents following the earliest to occur of (i) such Non-Extending Lender’s Non-Extended

Commitment Termination Date, (ii) the termination of such Non-Extending Lender’s

Commitment in its entirety pursuant to Section 2.08(f) and (iii) the Termination Date, except

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with respect to any provision applicable to such Non-Extending Lender that expressly survives

the termination of a Loan Document.

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

(a)Counterparts; Integration; Effectiveness. This Agreement may be

executed in counterparts (and by different parties hereto on different counterparts), each of which

shall constitute an original, but all of which when taken together shall constitute a single

contract. This Agreement, the other Loan Documents and any separate letter agreements with

respect to fees payable to the Administrative Agent constitute the entire contract between and

among the parties relating to the subject matter hereof and supersede any and all previous

agreements and understandings, oral or written, relating to the subject matter hereof. Except as

provided in Section 4.01, this Agreement shall become effective when it shall have been

executed by the Administrative Agent and when the Administrative Agent shall have received

counterparts hereof which, when taken together, bear the signatures of each of the other parties

hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns. Delivery of an executed counterpart of a signature page to

this Agreement by telecopy or electronically (e.g. pdf) shall be effective as delivery of a

manually executed counterpart of this Agreement.

(b)Electronic Execution of Assignments. The words “execution,” “signed,”

“signature,” and words of like import in any Assignment and Assumption shall be deemed to

include electronic signatures or the keeping of records in electronic form, each of which shall be

of the same legal effect validity or enforceability as a manually executed signature or the use of a

paper-based recordkeeping system, as the case may be, to the extent and as provided for in any

applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act, or any other similar state laws

based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability. Any provision of this Agreement held to be

invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such invalidity, illegality or unenforceability without affecting the validity, legality

and enforceability of the remaining provisions hereof; and the invalidity of a particular provision

in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and

be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from

time to time (with the prior consent of the Administrative Agent or the Required Lenders), to the

fullest extent permitted by law, to set off and apply any and all deposits (general or special, time

or demand, provisional or final) at any time held and other obligations at any time owing by such

Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the

obligations of the Borrower now or hereafter existing under this Agreement held by such Lender,

irrespective of whether or not such Lender shall have made any demand under this Agreement

and although such obligations may be unmatured; provided that in the event that any Defaulting

Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over

immediately to the Administrative Agent for further application in accordance with the

provisions of Sections 2.17(d) and, pending such payment, shall be segregated by such

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Defaulting Lender from its other funds and deemed held in trust for the benefit of the

Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall

provide promptly to the Administrative Agent a statement describing in reasonable detail the

amounts owing to such Defaulting Lender hereunder as to which it exercised such right of setoff.

The rights of each Lender under this Section 9.08 are in addition to other rights and remedies

(including other rights of setoff) which such Lender may have. Each Lender agrees to notify the

Borrower and the Administrative Agent promptly after any such setoff and application; provided

that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Etc.

(a)Governing Law. This Agreement, unless otherwise specified therein, each

other Loan Document and any claims, controversy, dispute, or cause of action (whether in

contract, tort, or otherwise and whether at law or in equity) based upon, arising out of, or relating

to this Agreement and the transactions contemplated hereby and thereby, shall be construed in

accordance with and governed by the law of the State of New York.

(b)Submission to Jurisdiction. Each party to this Agreement hereby

irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction

of the Supreme Court of the State of New York sitting in New York County and of the United

States District Court of the Southern District of New York sitting in New York County, and any

appellate court from any thereof, in any action or proceeding (whether in contract, tort, or

otherwise and whether at law or in equity) arising out of or relating to this Agreement and any

other Loan Document, or for recognition or enforcement of any judgment, and each of the parties

hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action

or proceeding may be heard and determined in such New York State or, to the extent permitted

by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the

judgment or in any other manner provided by law. Nothing in this Agreement shall affect any

right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring

any action or proceeding (whether in contract, tort, or otherwise and whether at law or in equity)

relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c)Waiver of Venue. Each party to this Agreement hereby irrevocably and

unconditionally waives, to the fullest extent it may legally and effectively do so, any objection

which it may now or hereafter have to the laying of venue of any suit, action or proceeding

arising out of or relating to this Agreement in any court referred to in clause (b) of this Section

9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law,

the defense of an inconvenient forum to the maintenance of such action or proceeding in any

such court.

(d)Service of Process. Each party to this Agreement (i) irrevocably consents

to service of process in the manner provided for notices in Section 9.01 and (ii) agrees that

service as provided in the manner provided for notices in Section 9.01 is sufficient to confer

personal jurisdiction over such party in any proceeding in any court and otherwise constitutes

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effective and binding service in every respect. Nothing in this Agreement will affect the right of

any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO

HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,

ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS

SECTION 9.10.

SECTION 9.11. Judgment Currency. This is an international loan transaction in

which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified

Currency”), and payment in New York City or the country of the Specified Currency, as the case

may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the

currency of account in all events relating to Loans denominated in the Specified Currency. The

payment obligations of the Borrower under this Agreement shall not be discharged or satisfied

by an amount paid in another currency or in another place, whether pursuant to a judgment or

otherwise, to the extent that the amount so paid on conversion to the Specified Currency and

transfer to the Specified Place under normal banking procedures does not yield the amount of the

Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining

judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency

into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be

the rate at which in accordance with normal banking procedures the Administrative Agent could

purchase the Specified Currency with the Second Currency on the Business Day next preceding

the day on which such judgment is rendered. The obligation of the Borrower in respect of any

such sum due from it to the Administrative Agent or any Lender (for purposes of this Section

9.11, an “Entitled Person”) hereunder or under any other Loan Document shall, notwithstanding

the rate of exchange actually applied in rendering such judgment be discharged only to the extent

that on the Business Day following receipt by such Entitled Person of any sum adjudged to be

due hereunder in the Second Currency such Entitled Person may in accordance with normal

banking procedures purchase and transfer to the Specified Place the Specified Currency with the

amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate

obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person

against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if

any) by which the sum originally due to such Entitled Person in the Specified Currency

hereunder exceeds the amount of the Specified Currency so purchased and transferred.

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SECTION 9.12. Headings. Article and Section headings and the Table of

Contents used herein are for convenience of reference only, are not part of this Agreement and

shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

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

Confidentiality.

(a)Treatment of Certain Information; No Fiduciary Duty; No Conflicts. The

Borrower acknowledges that from time to time financial advisory, investment banking and other

services may be offered or provided to the Borrower or one or more of its Subsidiaries (in

connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or

affiliates of such Lender and the Borrower hereby authorizes each Lender to share any

information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this

Agreement, or in connection with the decision of such Lender to enter into this Agreement, to

any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving

such information shall be bound by the provisions of clause (b) of this Section 9.13 as if it were a

Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or

termination of the Letters of Credit and the Commitments, the Cash Collateralization or backstop

of the Letters of Credit or the termination of this Agreement or any provision hereof. Each

Lender shall use all information delivered to such Lender by the Borrower and its Subsidiaries

pursuant to this Agreement, or in connection with the decision of such Lender to enter into this

Agreement, in connection with providing services to the Borrower. The Administrative Agent,

each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the

“Lenders”), may have economic interests that conflict with those of the Borrower or any of its

Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each

of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to

create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between

any Lender, on the one hand, and the Borrower or any of its Subsidiaries, its stockholders or its

affiliates, on the other. The Borrower and each of its Subsidiaries each acknowledges and agrees

that (i) the transactions contemplated by the Loan Documents (including the exercise of rights

and remedies hereunder and thereunder) are arm’s-length commercial transactions between the

Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other, and (ii) in

connection therewith and with the process leading thereto, (x) no Lender has assumed an

advisory or fiduciary responsibility in favor of the Borrower or any of its Subsidiaries, any of

their stockholders or affiliates with respect to the transactions contemplated hereby (or the

exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of

whether any Lender has advised, is currently advising or will advise the Borrower or any of its

Subsidiaries, their stockholders or their affiliates on other matters) or any other obligation to the

Borrower or any of its Subsidiaries except the obligations expressly set forth in the Loan

Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of

the Borrower or any of its Subsidiaries, their management, stockholders, creditors or any other

Person. The Borrower and each of its Subsidiaries each acknowledges and agrees that it has

consulted its own legal and financial advisors to the extent it deemed appropriate and that it is

responsible for making its own independent judgment with respect to such transactions and the

process leading thereto. The Borrower and each of its Subsidiaries each agrees that it will not

claim that any Lender has rendered advisory services of any nature or respect, or owes a

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fiduciary or similar duty to the Borrower or any of its Subsidiaries, in connection with such

transaction or the process leading thereto.

(b)Confidentiality. Each of the Administrative Agent, the Lenders, the

Swingline Lenders and the Issuing Banks agrees to maintain the confidentiality of the

Information (as defined below), except that Information may be disclosed (i) to its Affiliates and

to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisers,

market data collectors, similar service providers to the lending industry and service providers to

the Administrative Agent and the Lenders in connection with the administration of this

Agreement, the other Loan Documents, and the Commitments, and other representatives (it

being understood that the Persons to whom such disclosure is made will be informed of the

confidential nature of such Information and instructed to keep such Information confidential on

terms substantially similar to the terms set forth in this clause (b) on a confidential and need to

know basis), (ii) to the extent requested by any regulatory authority purporting to have

jurisdiction over it (including any self-regulatory authority), (iii) to the extent required by

applicable laws or regulations or by any subpoena or similar legal process (provided, that except

in the case of any ordinary course examination by a regulatory, self-regulatory or governmental

agency, it will use its commercially reasonable efforts to notify the Borrower of any such

disclosure prior to making such disclosure to the extent legally permitted and timely practicable),

(iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or

under any other Loan Document or any action or proceeding relating to this Agreement or any

other Loan Document or the enforcement of rights hereunder or thereunder, (vi) other than to any

Person listed in the Prohibited Assignees and Participants Side Letter, subject to an agreement

containing provisions substantially the same as those of this Section 9.13(b), to (x) any assignee

of or Participant in, or any prospective assignee of or Participant in, any of its rights or

obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to

any swap or derivative, or other transaction or credit insurance provider, in each case in this

clause (vi), relating to the Borrower and its obligations, this Agreement or payments hereunder

(vii) with the written consent of the Borrower, (viii) to the extent such Information (x) becomes

publicly available other than as a result of a breach of this Section 9.13(b) or (y) becomes

available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective

Affiliates on a non-confidential basis from a source other than the Borrower, or (ix) on a

confidential basis to (x) any rating agency in connection with rating the Borrower or its

Subsidiaries or the credit facilities provided hereunder or (y) the CUSIP Service Bureau or any

similar agency in connection with the issuance and monitoring of CUSIP numbers with respect

to the credit facilities provided hereunder or (x) on a confidential basis, to the extent required by

a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or

credit risk mitigation coverage under which payments are to be made or may be made by

reference to this Agreement. In addition, the Administrative Agent, the Issuing Banks and the

Lenders may disclose the existence of this Agreement and information about this Agreement to

market data collectors, similar service providers to the lending industry and service providers to

the Administrative Agent or any Issuing Bank or Lender in connection with the administration of

this Agreement, the other Loan Documents, and the Commitments.

For the avoidance of doubt, nothing in this Section 9.13 shall prohibit any Person

from voluntarily disclosing or providing any Information within the scope of this confidentiality

provision to any governmental, regulatory or self-regulatory organization (any such entity, a

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“Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this

Section 9.13 shall be prohibited by the laws or regulations applicable to such Regulatory

Authority.

For purposes of this Section, “Information” means all information received from

the Borrower or any of its Subsidiaries or provided on their behalf (including from any

third-party appraiser or other representative engage in connection with this Agreement or the

Transactions) relating to the Borrower or any of its Subsidiaries or any of their respective

businesses or any Portfolio Investment, other than any such information that is available to the

Administrative Agent, any Lender or any Issuing Bank on a non-confidential basis prior to

disclosure by the Borrower or any of its Subsidiaries; provided that, in the case of Information

received from the Borrower or any of its Subsidiaries after the Effective Date, such Information

is clearly identified at the time of delivery as confidential. Any Person required to maintain the

confidentiality of Information as provided in this Section shall be considered to have complied

with its obligation to do so if such Person has exercised the same degree of care to maintain the

confidentiality of such Information as such Person would accord to its own confidential

information.

SECTION 9.14. PATRIOT Act. Each Lender hereby notifies the Borrower that

pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record

information that identifies the Borrower and each other Obligor and each designee of a Letter of

Credit, which information includes the name and address of the Borrower, each other Obligor

and each designee of a Letter of Credit and other information that will allow such Lender to

identify the Borrower, each other Obligor and each designee of a Letter of Credit in accordance

with said Act.

SECTION 9.15. Interest Rate Limitation. Notwithstanding anything to the

contrary in any Loan Document, the interest paid or agreed to be paid under the Loan Documents

shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the

“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an

amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of

the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining

whether the interest contracted for, charged, or received by the Administrative Agent or a Lender

exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a)

characterize any payment that is not principal as an expense, fee, or premium rather than interest,

(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,

and spread in equal or unequal parts the total amount of interest throughout the contemplated

term of the obligations hereunder.

SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other

agreement, arrangement or understanding among any such parties, each party hereto

acknowledges that any liability of any Affected Financial Institution arising under any Loan

Document, to the extent such liability is unsecured, may be subject to the Write-Down and

Conversion Powers of the applicable Resolution Authority and agrees and consents to, and

acknowledges and agrees to be bound by:

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(a)the application of any Write-Down and Conversion Powers by the

applicable Resolution Authority to any such liabilities arising hereunder which may be payable

to it by any Lender that is an Affected Financial Institution; and

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

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applicable:

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

(ii)a conversion of all, or a portion of, such liability into shares or

other instruments of ownership in such Affected Financial Institution, its parent

undertakingentity, or a bridge institution that may be issued to it or otherwise conferred

on it, and that such shares or other instruments of ownership will be accepted by it in lieu

of any rights with respect to any such liability under this Agreement or any other Loan

Document; or

(iii)the variation of the terms of such liability in connection with the

exercise of the Write-Down and Conversion Powers of the applicable Resolution

Authority.

SECTION 9.17. Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person

became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender

party thereto to the date such Person ceases being a Lender party hereto, for the benefit of, the

Administrative Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the

avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one of

the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of

Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such

Lender’s entrance into, participation in, administration of and performance of the Loans,

the Letters of Credit, the Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as

PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain

transactions involving insurance company general accounts), PTE 90-1 (a class

exemption for certain transactions involving insurance company pooled separate

accounts), PTE 91-38 (a class exemption for certain transactions involving bank

collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s

entrance into, participation in, administration of and performance of the Loans, the

Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified

Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such

Qualified Professional Asset Manager made the investment decision on behalf of such

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Lender to enter into, participate in, administer and perform the Loans, the Letters of

Credit, the Commitments and this Agreement, (C) the entrance into, participation in,

administration of and performance of the Loans, the Letters of Credit, the Commitments

and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of

PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the

Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed

in writing between the Administrative Agent, in its sole discretion, and such Lender with

respect to the Loan Documents.

(b)In addition, unless either (1) subclause (i) in the immediately preceding

clause (a) is true with respect to a Lender or (2) a Lender has provided another representation,

warranty and covenant in accordance with subclause (iv) in the immediately preceding clause (a),

such Lender further (x) represents and warrants, as of the date such Person became a Lender

party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to

the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent, each Joint Lead Arranger, and their respective Affiliates, and not, for the avoidance of

doubt, to or for the benefit of the Borrower or any other Obligor, that none of the Administrative

Agent, the Joint Lead Arrangers, or any of their respective Affiliates is a fiduciary with respect to

the assets of such Lender involved in such Lender’s entrance into, participation in,

administration of and performance of the Loans, the Letters of Credit, the Commitments and this

Agreement (including in connection with the reservation or exercise of any rights by the

Administrative Agent under this Agreement, any other Loan Document or any documents related

hereto or thereto).

SECTION 9.18. Acknowledgement Regarding Any Supported QFCs. To the

extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging

Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit

Support”, and each such QFC, a “Supported QFC”), the parties hereto acknowledge and agree as

follows with respect to the resolution power of the Federal Deposit Insurance Corporation under

the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and

Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.

Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with

the provisions below applicable notwithstanding that the Loan Documents and any Supported

QFC may in fact be stated to be governed by the laws of the State of New York and/or of the

United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a

“Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the

transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest

and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in

property securing such Supported QFC or such QFC Credit Support) from such Covered Party

will be effective to the same extent as the transfer would be effective under the U.S. Special

Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,

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obligation and rights in property) were governed by the laws of the United States or a state of the

United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan

Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that

may be exercised against such Covered Party are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if the

Supported QFC and the Loan Documents were governed by the laws of the United States or a

state of the United States. Without limitation of the foregoing, it is understood and agreed that

rights and remedies of the parties hereto with respect to a Defaulting Lender shall in no event

affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit

Support.

17

meanings:

(b) As used in this Section 9.18, the following terms have the following

(i)“BHC Act Affiliate” of a party means an “affiliate” (as such term

is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

(ii)“Covered Entity” means any of the following:

(A)a “covered entity” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 252.82(b);

(B)a “covered bank” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 47.3(b); or

(C)a “covered FSI” as that term is defined in, and interpreted

in accordance with, 12 C.F.R. § 382.2(b).

(iii)“Default Right” has the meaning assigned to that term in, and shall

be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(iv)“QFC” has the meaning assigned to the term “qualified financial

contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

SECTION 9.19. Representations and Warranties of the Lenders and Issuing

Banks. Each Lender and each Issuing Bank represents and warrants that (a) the Loan Documents

set forth the terms of a commercial lending facility, (b) in participating as a Lender, it is engaged

in making, acquiring or holding commercial loans and in providing other facilities set forth

herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course

of business, and not for the purpose of investing in the general performance or operations of the

Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial

instrument such as a security (and each Lender and each Issuing Bank agrees not to assert a

claim in contravention of the foregoing, such as a claim under the federal or state securities law).

SECTION 9.20. German Bank Separation Act. Solely for so long as Deutsche

Bank AG New York Branch, or any Affiliate thereof, is a Lender, if any such Lender is subject to

the GBSA (as defined below) (any such Lender, a “GBSA Lender”) and such GBSA Lender

17

shall have determined in good faith (based on reasonable advice and a written opinion of

counsel), which determination shall be made in consultation with the Borrower subject to the

terms hereof, that, due to the implementation of the German Act on the Ring-fencing of Risks

and for the Recovery and Resolution Planning for Credit Institutions and Financial Groups

(Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von

Kreditinstituten und Finanzgruppen) of 7 August 2013 (commonly referred to as the German

Bank Separation Act (Trennbankengesetz) (as amended, the “GBSA”), whether before or after

the date hereof, or any corresponding European legislation (such as the proposed regulation on

structural measures improving the resilience of European Union credit institutions) that may

amend or replace the GBSA in the future or any regulation thereunder, or due to the

promulgation of or any change in the interpretation by any court, tribunal or regulatory authority

with competent jurisdiction of the GBSA or any corresponding future European legislation that

may amend or replace the GBSA in the future or any regulation thereunder, the arrangements

contemplated by this Agreement, any Guarantee, the Loans or extensions of credit associated

with the Letters of Credit have, or will, become illegal, prohibited or otherwise unlawful, then,

and in any such event, such GBSA Lender shall give written notice to the Borrower and the

Administrative Agent of such determination (which written notice shall include a reasonably

detailed explanation of such illegality, prohibition or unlawfulness, including, without limitation,

all evidence and calculations used in the determination thereof, a “GBSA Initial Notice”),

whereupon until the tenth Business Day after the date of such GBSA Initial Notice, such GBSA

Lender shall use best efforts to transfer to the extent permitted under applicable law such

arrangements, Commitments and/or Loans to an Affiliate or other third party in accordance with

Section 9.04. If no such transfer is effected in accordance with the preceding sentence, such

GBSA Lender shall give written notice thereof to the Borrower and the Administrative Agent (a

“GBSA Final Notice”), whereupon (i) all of the obligations (including outstanding principal of

Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder, collectively, the “GBSA

Obligations”) owed to such GBSA Lender hereunder shall become due and payable, and the

Borrower shall repay the GBSA Obligations on the tenth Business Day immediately after the

date of such GBSA Final Notice (the “Initial GBSA Termination Date”) and, for the avoidance

of doubt, such repayment shall not be subject to the terms and conditions of Section 2.08, 2.10,

2.15, 2.17(c) or 2.17(d) to the extent that there are no outstanding amounts due and payable to

the other Lenders at such date and (ii) the Commitment of such GBSA Lender shall terminate on

the Initial GBSA Termination Date; provided that, notwithstanding the foregoing, if, prior to

such Initial GBSA Termination Date, the Borrower and/or the Administrative Agent in good

faith reasonably believes that there is a mistake, error or omission in the grounds used to

determine such illegality, prohibition or unlawfulness under the GBSA or any corresponding

future European legislation that may amend or replace the GBSA in the future or any regulation

thereunder, then the Borrower and/or the Administrative Agent, as applicable, may provide

written notice (which written notice shall include a reasonably detailed explanation of the basis

of such good faith belief, including, without limitation, evidence and calculations used in the

determination thereof, a “GBSA Consultation Notice”) to that effect, at which point the GBSA

Obligations owed to such GBSA Lender shall not become due and payable, and the

Commitments of such GBSA Lender shall not terminate, until the Business Day immediately

following the tenth Business Day immediately after the Initial GBSA Termination Date (the

period from, and including, the date of the GBSA Consultation Notice until the tenth Business

17

Day immediately thereafter being the “GBSA Consultation Period”). In the event that the

Borrower and/or the Administrative Agent, as applicable, and such GBSA Lender cannot in good

faith reasonably agree during the GBSA Consultation Period whether the arrangements

contemplated by this Agreement or the Loans have, or will, become illegal, prohibited or

otherwise unlawful under the GBSA or any corresponding future European legislation that may

amend or replace the GBSA in the future or any regulation thereunder, then all of the GBSA

Obligations owed to such GBSA Lender shall become due and payable, and the Commitments of

such GBSA Lender shall terminate, on the Business Day immediately following the last day of

such GBSA Consultation Period. For the avoidance of doubt, so long as a GBSA Consultation

Period has occurred and is continuing, (i) the Commitments and Revolving Credit Exposure of

any GBSA Lender shall be subject to Section 2.18, and the Borrower shall have all rights to

replace such GBSA Lender in accordance with Section 2.18(b), (ii) no GBSA Lender shall be

required to fund its pro rata share of any Borrowing or acquire participations in any Swingline

Loans under Section 2.04(c) or Letters of Credit under Section 2.05(e), (iii) each GBSA Lender

shall be deemed to have an Applicable Percentage, Applicable Dollar Percentage and Applicable

Multicurrency Percentage of zero for purposes of Sections 2.04(c), 2.05(e) and 2.05(f) and (iv)

no GBSA Lender shall be entitled to receive any fee pursuant to Sections 2.11(a) or (b) for any

day during the continuance of such GBSA Consultation Period. Additionally, notwithstanding

anything to the contrary herein, during the GBSA Consultation Period, the Revolving Credit

Exposure and unused Commitments of any GBSA Lender shall be disregarded in the

determination of Required Lenders, Required Lenders of a Class or Required Revolving Lenders.

To the extent any Swingline Exposure or LC Exposure exists at the time a GBSA Lender’s

Loans are repaid in full and such GBSA Lender’s Commitment is cancelled pursuant to this

Section 9.20, such Swingline Exposure or LC Exposure shall be reallocated as set forth in

Section 2.19(a)(iii) or prepaid or Cash Collateralized, as applicable, as set forth in Section

2.19(a)(iv), treating for this purpose such GBSA Lender as a Defaulting Lender.

[Signature Pages Follow]

[Signatures omitted.]

Exhibit B

Amended and Restated Schedules to the Credit Agreement

[See attached.]

SCHEDULE 1.01(a)

APPROVED DEALERS AND APPROVED PRICING SERVICES

Approved Dealers

1.Interactive Data

2.Markit Group Limited

3.Bank of America Merrill Lynch

4.Gleacher and Company

5.Deutsche Bank Group

6.Goldman Sachs

7.Knight Capital Group, Inc.

8.Barclays Capital, Inc.

9.Jefferies & Company, Inc.

10.Imperial Capital

11.BNP Paribas

12.Bank of Montreal

13.CIT Group

14.Cantor Fitzgerald

15.Capital One

16.Citigroup

17.Commerzbank

18.Credit Suisse

19.Crédit Agricole

20.GE Capital

21.Golub Capital

22.Guggenheim Securities

23.HSBC

24.JP Morgan Chase

25.KeyBanc Capital Markets

26.Macquarie Securities

27.Mizuho

28.Morgan Stanley

29.Natixis

30.Nomura

31.RBS Citizens

32.Royal Bank of Canada

33.Royal Bank of Scotland

34.Scotia Capital

35.Seaport Group

36.Société Générale

37.Stifel Nicolaus

38.Truist Bank

39.Toronto-Dominion Bank

40.UBS

41.Wells Fargo Securities

Approved Pricing Services

1.Markit

2.International Data Corporation

3.LoanX

4.Bloomberg

5.JPMorgan Pricing Direct

6.Reuters Loan Pricing Corporation

SCHEDULE 1.01(b)

COMMITMENTS

Multicurrency
Extending Lenders	Dollar Commitment	Commitment	Aggregate Commitment
Truist Bank	$0.00	$100,000,000.00	$100,000,000.00
Goldman Sachs Bank USA	$0.00	$100,000,000.00	$100,000,000.00
JPMorgan Chase Bank, N.A.	$0.00	$100,000,000.00	$100,000,000.00
Morgan Stanley Bank, N.A.	$100,000,000.00	$0.00	$100,000,000.00
Wells Fargo Bank, National Association	$0.00	$100,000,000.00	$100,000,000.00
MUFG Bank, Ltd.	$0.00	$100,000,000.00	$100,000,000.00
Barclays Bank PLC	$0.00	$100,000,000.00	$100,000,000.00
The Bank of New York Mellon	$0.00	$75,000,000.00	$75,000,000.00
U.S. Bank National Association	$0.00	$50,000,000.00	$50,000,000.00
Deutsche Bank AG New York Branch	$50,000,000.00	$0.00	$50,000,000.00
Canadian Imperial Bank of Commerce	$50,000,000.00	$0.00	$50,000,000.00
Regions Bank	$0.00	$50,000,000.00	$50,000,000.00
Total Extending Lenders	$200,000,000.00	$775,000,000.00	$975,000,000.00
Non-Extending Lenders
Total Non-Extending Lenders	$0.00	$0.00	$0.00
Total Aggregate	$200,000,000.00	$775,000,000.00	$975,000,000.00

SCHEDULE 1.01(c)

INDUSTRY CLASSIFICATION GROUP LIST

Energy Equipment & Services

Oil, Gas & Consumable Fuels

Mortgage Real Estate Investment Trusts (REITs)

Chemicals

Construction Materials

Containers & Packaging

Metals & Mining

Paper & Forest Products

Aerospace & Defense

Building Products

Construction & Engineering

Electrical Equipment

Industrial Conglomerates

Machinery

Trading Companies & Distributors

Commercial Services & Supplies

Professional Services

Air Freight & Logistics

Passenger Airlines

Marine Transportation

Ground Transportation

Transportation Infrastructure

Automobile Components

Automobiles

Household Durables

Leisure Products

Textiles, Apparel & Luxury Goods

Hotels, Restaurants & Leisure

Diversified Consumer Services

Media

Entertainment

Interactive Media & Services

Distributors

Broadline Retail

Specialty Retail

Consumer Staples Distribution & Retail

Beverages

Food Products

Tobacco

Household Products

Personal Care Products

Health Care Equipment & Supplies

Health Care Providers & Services

Health Care Technology

Biotechnology

Pharmaceuticals

Life Sciences Tools & Services

Banks

Financial Services

Consumer Finance

Insurance

Capital Markets

Equity Real Estate Investment Trusts (REITs)

Diversified REITs

IT Services

Software

Communications Equipment

Technology Hardware, Storage & Peripherals

Electronic Equipment, Instruments & Components

Semiconductors & Semiconductor Equipment

Diversified Telecommunication Services

Wireless Telecommunication Services

Electric Utilities

Gas Utilities

Multi-Utilities

Water Utilities

Independent Power and Renewable Electricity Producers

Residential REITs

Industrial REITs

Hotel & Resort REITs

Office REITs

Health care REITs

Retail REITs

Specialized REITs

SCHEDULE 2.05

ISSUING BANK EXPOSURE

Issuing Bank	Maximum Dollar LC Exposure	Maximum Multicurrency LC Exposure
Truist Bank		$8,333,333.34
Goldman Sachs Bank USA		$4,166,666.67
JPMorgan Chase Bank, N.A.		$4,166,666.67
Morgan Stanley Bank, N.A.	$4,166,666.66
Wells Fargo Bank, National Association		$4,166,666.66

Swingline Lender	Maximum Dollar Swingline Exposure	Maximum Multicurrency Swingline Exposure
Truist Bank		$5,000,000.00
Goldman Sachs Bank USA		$5,000,000.00
JPMorgan Chase Bank, N.A.		$5,000,000.00
Morgan Stanley Bank, N.A.	$5,000,000.00
Wells Fargo Bank, National Association		$5,000,000.00

SCHEDULE 3.11

MATERIAL AGREEMENTS AND LIENS

Part A.

Master Note Purchase Agreement, dated as of March 19, 2024, by and between TPG Twin Brook Capital

Income Fund and the Purchasers party thereto, as supplemented by that certain First Supplement to Note

Purchase Agreement, dated as of October 15, 2024, and as further supplemented by that certain Second

Supplement to Note Purchase Agreement, dated as of June 30, 2025. As of the Second Amendment

Effective Date, the following principal amounts of the Notes are outstanding:

1.$90,000,000 aggregate principal amount outstanding of its 7.69% Series A Senior Notes, Tranche

A, due March 19, 2027.

2.$150,000,000 aggregate principal amount outstanding of its 7.78% Series A Senior Notes,

Tranche B, due March 19, 2029.

3.$85,000,000 aggregate principal amount outstanding of its 6.42% Series B Senior Notes, Tranche

A, due October 15, 2028.

4.$25,000,000 aggregate principal amount outstanding of its Floating Rate Series B Senior Notes,

Tranche B, due October 15, 2029.

5.$290,000,000 aggregate principal amount outstanding of its 6.52% Series B Senior Notes,

Tranche C, due October 15, 2029.

6.$25,000,000 aggregate principal amount outstanding of its 6.05% Series C Senior Notes, Tranche

A, due June 30, 2028.

7.$75,000,000 aggregate principal amount outstanding of its 6.40% Series C Senior Notes, Tranche

B, due June 30, 2030.

Part B.

Obligor	Secured Party	UCC-1 Filing Number	UCC-1 Filing Date	Property Covered by the UCC-1	Aggregate Principal Amount of Indebtedness Secured (or that may be Secured) by the UCC-1
Twin Brook Capital Funding XXXIII, LLC	Ally Bank, as Administrative Agent for the benefit of the Secured Parties	2022 0301166	12/13/2022	All of Twin Brook Capital Funding XXXIII, LLC’s right, title and interest in, to and under the Transferred Assets (as defined therein)	$300,000,000
Twin Brook Capital Funding XXXIII, LLC	Ally Bank, as Administrative Agent for the benefit of the Secured Parties	2022 0301737	12/13/2022	100% of the Capital Stock of Twin Brook Capital Funding XXXIII ASPV, LLC
Twin Brook Capital	The Bank of New York Mellon Trust	2022 5124714	06/17/2022	All of the right, title and interest of Twin Brook Capital Funding XXXIII,	$300,000,000

Funding XXXIII, LLC	Company, National Association, as Collateral Agent			LLC in the Loan Assets (as defined therein)

SCHEDULE 3.12(a)

SUBSIDIARIES

Subsidiary	Owner	Percentage Owned
Twin Brook Capital Funding XXXIII, LLC	TPG Twin Brook Capital Income Fund (f/k/a AG Twin Brook Capital Income Fund)	100%
Twin Brook Capital Funding XXXIII ASPV, LLC	Twin Brook Capital Funding XXXIII, LLC	100%
Twin Brook Capital Funding XXXIII MSPV, LLC	Twin Brook Capital Funding XXXIII, LLC	100%
Twin Brook Equity XXXIII Corp.	Twin Brook Capital Funding XXXIII, LLC	100%
Twin Brook Equity XVIII Corp.	Twin Brook Equity XXXIII Corp.	100%
Twin Brook CLO 2024-1 LLC	Twin Brook Capital Funding XXXIII, LLC	100%

SCHEDULE 3.12(b)

INVESTMENTS

1.TPG Twin Brook Capital Income Fund (f/k/a AG Twin Brook Capital Income Fund) owns 100%

of the Equity Interests of Twin Brook Capital Funding XXXIII, LLC.

2.Twin Brook Capital Funding XXXIII, LLC owns 100% of the Equity Interests of Twin Brook

Capital Funding XXXIII ASPV, LLC. The Lien on this Investment is reflected on Schedule 3.11.

3.Twin Brook Capital Funding XXXIII, LLC owns 100% of the Equity Interests of Twin Brook

Capital Funding XXXIII MSPV, LLC.

4.Twin Brook Capital Funding XXXIII, LLC owns 100% of the Equity Interests of Twin Brook

Equity XXXIII Corp.

5.Twin Brook Capital Funding XXXIII, LLC owns 100% of the Equity Interests of Twin Brook

CLO 2024-1 LLC.

SCHEDULE 6.08

TRANSACTIONS WITH AFFILIATES

1.Trademark License Agreement, dated as of October 25, 2022, by and between Angelo, Gordon &

Co., L.P. and TPG Twin Brook Capital Income Fund (f/k/a AG Twin Brook Capital Income Fund).

2.Loan, Security and Collateral Management Agreement, dated as of December 13, 2022, by and

between AGTB Fund Manager, LLC, Twin Brook Capital Funding XXXIII, LLC, Twin Brook

Capital Funding XXXIII ASPV, LLC, the lenders from time to time party thereto, Ally Bank and

Computershare Trust Company, National Association.

3.Loan and Servicing Agreement, dated as of June 17, 2022, by and among Twin Brook Capital

Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII, LLC, AGTB Fund Manager,

LLC, Morgan Stanley Asset Funding, Inc., the lenders from time to time party thereto and The

Bank of New York Mellon Trust Company, National Association.

4.Twin Brook Equity XVIII Corp. is a member of Series 32 of Twin Brook Equity Holdings, LLC.

5.Twin Brook Equity XVIII Corp. is a member of Series 9 of Twin Brook Segregated Equity

Holdings, LLC.

6.Twin Brook Capital Funding XXXIII, LLC consummated a collateralized loan obligation

transaction with Twin Brook CLO 2024-1 LLC.

7.Twin Brook Capital Funding XXXIII, LLC guarantees the Notes issued under that certain Master

Note Purchase Agreement, dated as of March 19, 2024, by and between TPG Twin Brook Capital

Income Fund and the Purchasers party thereto, as supplemented by that certain First Supplement

to Note Purchase Agreement, dated as of October 15, 2024, and as further supplemented by that

certain Second Supplement to Note Purchase Agreement, dated as of June 30, 2025.