November 6, 2024 - EX-10.1 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

63541748.7

Exhibit 10.1

Execution Version

AMENDMENT NO. 5 TO SENIOR

SECURED REVOLVING CREDIT AGREEMENT

(BENCHMARK REPLACEMENT AMENDMENT)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

W I T N E S S E T H:

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

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

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

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

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

terms of the Credit Agreement;

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

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

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

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

WHEREAS, the Administrative Agent and the Borrower have selected a

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

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

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

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

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

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

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

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

Election from Lenders comprising the Required Lenders.

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

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

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

SECTION I AMENDMENTS TO CREDIT AGREEMENT

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

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

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

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

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

attached hereto as Exhibit A.

SECTION II MISCELLANEOUS

2.1Conditions to Effectiveness of Amendment. This Amendment shall become

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

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

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

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

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

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

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

signed a counterpart of this Amendment.

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

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

Opt-In Election from Lenders comprising the Required Lenders.

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

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

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

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

in clauses (a) and (b) above.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

considered in a proceeding in equity or at law).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to a specific date, as of such specific date.

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

Agreement.

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

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

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

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

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

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

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

Amendment.

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

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

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

2.5GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN

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

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

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

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

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,

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

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

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

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

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

THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.6.

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

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

fully set forth herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Document.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

months.

[Signature pages follow]

[Amendment No. 5 to Revolving Credit Agreement]

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

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

BARINGS BDC, INC., as Borrower

By: /s/ Elizabeth A. Murray

Name: Elizabeth A. Murray

Title: Chief Financial Officer

[Amendment No. 5 to Revolving Credit Agreement]

ING CAPITAL LLC, as Administrative Agent

By: /s/ Grace Fu

Name:Gracy Fu

Title:Managing Director

By: /s/Richard Troxel

Name:Richard Troxel

Title:Director

EXHIBIT A

Credit Agreement

(Attached)

6005346463541754.6

SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of

February 21, 2019,

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

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

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

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

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

Credit Agreement, dated as of July 2, 2024

among

BARINGS BDC, INC.

as Borrower

The LENDERS Party Hereto

ING CAPITAL LLC

as Administrative Agent

ING CAPITAL LLC,

JPMORGAN CHASE BANK, N.A.

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

and

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

BANK OF MONTREAL and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Documentation A

(i)

TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS

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

SECTION 1.02Classification of Loans and Borrowings..........................................5152

SECTION 1.03Terms Generally...............................................................................5153

SECTION 1.04Accounting Terms; GAAP...............................................................5153

SECTION 1.05Currencies; Currency Equivalents...................................................5254

SECTION 1.06Outstanding Indebtedness................................................................5455

SECTION 1.07Rates; Screen Rate Notification.......................................................5456

ARTICLE II.

THE CREDITS

SECTION 2.01The Commitments............................................................................5456

SECTION 2.02Loans and Borrowings.....................................................................5556

SECTION 2.03Requests for Borrowings..................................................................5557

SECTION 2.04Letters of Credit...............................................................................5759

SECTION 2.05Funding of Borrowings....................................................................6263

SECTION 2.06Interest Elections..............................................................................6264

SECTION 2.07Termination, Reduction or Increase of the Commitments...............6466

SECTION 2.08Repayment of Loans; Evidence of Debt..........................................6769

SECTION 2.09Prepayment of Loans.......................................................................6970

SECTION 2.10Fees..................................................................................................7375

SECTION 2.11Interest..............................................................................................7476

SECTION 2.12Certain Borrowing Provisions..........................................................7578

SECTION 2.13Increased Costs................................................................................8183

SECTION 2.14Break Funding Payments.................................................................8284

SECTION 2.15Taxes................................................................................................8385

SECTION 2.16Payments Generally; Pro Rata Treatment: Sharing of Set-offs. 8890

SECTION 2.17Defaulting Lenders...........................................................................9092

SECTION 2.18Mitigation Obligations; Replacement of Lenders............................9294

SECTION 2.19Maximum Rate.................................................................................9395

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.01Organization; Powers.......................................................................9496

SECTION 3.02Authorization; Enforceability..........................................................9496

(ii)

SECTION 3.03Governmental Approvals; No Conflicts..........................................9496

SECTION 3.04Financial Condition; No Material Adverse Effect...........................9496

SECTION 3.05Litigation..........................................................................................9597

SECTION 3.06Compliance with Laws and Agreements.........................................9597

SECTION 3.07Taxes................................................................................................9597

SECTION 3.08ERISA..............................................................................................9598

SECTION 3.09Disclosure........................................................................................9698

SECTION 3.10Investment Company Act; Margin Regulations..............................9698

SECTION 3.11Material Agreements and Liens.......................................................9799

SECTION 3.12Subsidiaries and Investments...........................................................9799

SECTION 3.13Properties.......................................................................................98100

SECTION 3.14Solvency.........................................................................................98100

SECTION 3.15No Default......................................................................................98100

SECTION 3.16Use of Proceeds..............................................................................98100

SECTION 3.17Security Documents.......................................................................98100

SECTION 3.18Financing Subsidiaries...................................................................99101

SECTION 3.19Affiliate Agreements......................................................................99101

SECTION 3.20Compliance with Sanctions............................................................99101

SECTION 3.21Anti-Money Laundering and Sanctions Program..........................99101

SECTION 3.22Anti-Corruption Laws..................................................................100102

SECTION 3.23Beneficial Ownership Certification.............................................100102

SECTION 3.24EEA Financial Institutions...........................................................100102

ARTICLE IV.

CONDITIONS

SECTION 4.01Effective Date..............................................................................100102

SECTION 4.02Conditions to Each Credit Event..................................................104106

ARTICLE V.

AFFIRMATIVE COVENANTS

SECTION 5.01Financial Statements and Other Information...............................105107

SECTION 5.02Notices of Material Events...........................................................108110

SECTION 5.03Existence; Conduct of Business...................................................108110

SECTION 5.04Payment of Obligations................................................................108111

SECTION 5.05Maintenance of Properties; Insurance..........................................109111

SECTION 5.06Books and Records; Inspection and Audit Rights.......................109111

SECTION 5.07Compliance with Laws and Agreements.....................................110112

SECTION 5.08Certain Obligations Respecting Subsidiaries; Further

Assurances....................................................................................110112

SECTION 5.09Use of Proceeds............................................................................113115

SECTION 5.10Status of RIC and BDC................................................................114116

(iii)

SECTION 5.11Investment Policies; Valuation Policy.........................................114116

SECTION 5.12Portfolio Valuation and Diversification Etc................................114116

SECTION 5.13Calculation of Borrowing Base....................................................120122

SECTION 5.14Taxes............................................................................................129131

SECTION 5.15Post-Closing Matters....................................................................129131

ARTICLE VI.

NEGATIVE COVENANTS

SECTION 6.01Indebtedness.................................................................................129131

SECTION 6.02Liens.............................................................................................131133

SECTION 6.03Fundamental Changes and Dispositions of Assets......................132134

SECTION 6.04Investments..................................................................................134136

SECTION 6.05Restricted Payments.....................................................................135137

SECTION 6.06Certain Restrictions on Subsidiaries............................................136138

SECTION 6.07Certain Financial Covenants........................................................137139

SECTION 6.08Transactions with Affiliates.........................................................137139

SECTION 6.09Lines of Business.........................................................................138140

SECTION 6.10No Further Negative Pledge.........................................................138140

SECTION 6.11Modifications of Indebtedness and Affiliate Agreements...........138140

SECTION 6.12Payments of Longer-Term Indebtedness.....................................139141

SECTION 6.13Modification of Investment and Valuation Policies....................139141

SECTION 6.14SBIC Guarantees..........................................................................139142

SECTION 6.15Derivative Transactions...............................................................140142

ARTICLE VII.

EVENTS OF DEFAULT

ARTICLE VIII.

THE ADMINISTRATIVE AGENT

SECTION 8.01Appointment................................................................................143145

SECTION 8.02Capacity as Lender.......................................................................144146

SECTION 8.03Limitation of Duties; Exculpation...............................................144146

SECTION 8.04Reliance........................................................................................145147

SECTION 8.05Sub-Agents...................................................................................145147

SECTION 8.06Resignation; Successor Administrative Agent.............................145147

SECTION 8.07Reliance by Lenders.....................................................................146148

SECTION 8.08Modifications to Loan Documents...............................................146148

SECTION 8.09Certain ERISA Matters................................................................146148

SECTION 8.10Agents..........................................................................................147149

SECTION 8.11Collateral Matters.........................................................................148150

SECTION 8.12Credit Bidding..............................................................................148150

(iv)

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

Payments......................................................................................149151

ARTICLE IX.

MISCELLANEOUS

SECTION 9.01Notices; Electronic Communications..........................................151153

SECTION 9.02Waivers; Amendments.................................................................155157

SECTION 9.03Expenses; Indemnity; Damage Waiver........................................158160

SECTION 9.04Successors and Assigns................................................................161163

SECTION 9.05Survival........................................................................................166168

SECTION 9.06Counterparts; Integration; Effectiveness; Electronic Execution..166168

SECTION 9.07Severability..................................................................................167169

SECTION 9.08Right of Setoff..............................................................................167169

SECTION 9.09Governing Law; Jurisdiction; Etc................................................167169

SECTION 9.10WAIVER OF JURY TRIAL........................................................168170

SECTION 9.11Judgment Currency......................................................................168170

SECTION 9.12Headings......................................................................................169171

SECTION 9.13Treatment of Certain Information; Confidentiality......................169171

SECTION 9.14USA PATRIOT Act.....................................................................170172

SECTION 9.15Termination..................................................................................170172

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

Institutions....................................................................................171173

SECTION 9.17Interest Rate Limitation...............................................................171173

SECTION 9.18Acknowledgement Regarding any Supported QFCs...................171173

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

SCHEDULE 1.01(b)-Commitments

SCHEDULE 1.01(c)- Eligibility Criteria

SCHEDULE 1.01(d)-Industry Classification Groups

SCHEDULE 3.11(a)-Material Agreements

SCHEDULE 3.11(b)-Liens

SCHEDULE 3.12(a)-Subsidiaries

SCHEDULE 3.12(b)-Investments

SCHEDULE 6.08-Certain Affiliate Transactions

EXHIBIT A-Form of Assignment and Assumption

EXHIBIT B-Form of Borrowing Base Certificate

EXHIBIT C-Form of Promissory Note

EXHIBIT D -Form of Borrowing Request

EXHIBIT E -Form of Interest Election Request

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of

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

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

Agent.

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

terms have the meanings specified below:

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

aggregate principal amount of $50,000,000.

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

aggregate principal amount of $62,500,000.

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

aggregate principal amount of $80,000,000.

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

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

reference to the Alternate Base Rate.

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

definition of “Term SOFR”.

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

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

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

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

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

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

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

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

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

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

Section 2.04(k)).

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

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

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

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

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

the SARON Adjustment and (y) zero.

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

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

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

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

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

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

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

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

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

shall be deemed to be the Floor.

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

of “Adjusted Eurocurrency Rate”.

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

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

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

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

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

Lenders hereunder, and its successors in such capacity as provided in Section 8.06.

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

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

the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

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

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

any UK Financial Institution.

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

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

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

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

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

include the Investment Advisor.

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

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

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

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

5.12(b)(iii)(A).

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

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

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

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

Administrative Agent, any other Foreign Currency, so long as, in respect of any such specified

Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is freely

transferable and convertible into Dollars in the London foreign exchange market and (b) no

central bank or other governmental authorization in the country of issue of such Foreign

Currency (including, in the case of the Euro, any authorization by the European Central Bank) is

required to permit use of such Foreign Currency by any Multicurrency Lender for making any

Loan hereunder or to permit the Issuing Bank to issue (or to make payment under) any Letter of

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

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

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

obtained and is in full force and effect.

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

Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

automatically terminated pursuant to the underlying documentation shall be reasonably

acceptable evidence).

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

of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate for such day

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

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

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

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

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

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

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

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

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

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

reference to clause (d) above.

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

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

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

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

Agent and the Lenders party thereto.

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

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

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

the Lenders party thereto.

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

from time to time relating to bribery or corruption.

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

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

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

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

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

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

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

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

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

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

respect to such Unquoted Investment.

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

according to the following pricing grid:


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

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

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

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

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

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

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

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

pursuant to Section 9.04(b).

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

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

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

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

9.04(b).

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

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

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

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

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

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

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

acceptable to the Administrative Agent in its reasonable determination.

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

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

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

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

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

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

acceptable to the Administrative Agent in its reasonable determination.

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

third-party appraisal firm (a) designated by the Borrower in writing to the Administrative Agent

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

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

Directing Body of the Borrower in making valuations of portfolio assets to determine the

Borrower’s compliance with the applicable provisions of the Investment Company Act) and (b)

acceptable to the Administrative Agent in its reasonable discretion; provided that, if any

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

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

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

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

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

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

Alvarez & Marsal, Houlihan Lokey Howard & Zukin Capital, Inc., Duff & Phelps LLC, Murray,

Devine and Company, Lincoln Partners Advisors, LLC, Stout Risius Ross, LLC and Valuation

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

serving as the Independent Valuation Provider.

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

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

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

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

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

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

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

6.03(e) or 6.03(i) hereof.

“Assignment and Assumption” means an Assignment and Assumption entered

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

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

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

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

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

Australia.

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

0.20%.

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

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

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

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

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

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

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

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

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

deemed to be zero for purposes of this Agreement.

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

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

Commitments in accordance with this Agreement.

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

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

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

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

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

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

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

Institution.

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

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

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

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

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

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

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

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

insolvency proceedings).

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

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

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

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

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

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

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

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

component used in the calculation thereof.

“Benchmark Replacement” means, for any Available Tenor:

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

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

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

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

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

and

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

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

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

0.29547% (29.547 basis points); and

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

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

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

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

prevailing market convention, including any applicable recommendations made by the

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

such time; and

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

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

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

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

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

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

applicable Currency at such time;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Loan Documents).

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

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

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

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

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

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

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

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

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

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

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

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

representativeness will not be restored.

“Beneficial Ownership Certification” means a certification regarding a beneficial

ownership required by the Beneficial Ownership Regulation.

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

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

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

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

benefit plan” or “plan”.

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

United States of America.

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

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

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

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

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

case, the functional equivalent of the foregoing.

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

Agreement.

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

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

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

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

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

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

same Currency that have the same Interest Period.

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

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

Borrower, substantially in the form of Exhibit B and appropriately completed.

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

determined, the amount, if any, that the aggregate Covered Debt Amount as of such date exceeds

the Borrowing Base as of such date.

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

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

is reasonably satisfactory to the Administrative Agent.

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

5.13.

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

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

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

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

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

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

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

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

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

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

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

exclude any day that is not an RFR Business Day.

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

5.12(b)(iii)(B).

“Canadian Dollar” means the lawful money of Canada.

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

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

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

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

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

discretion) and (iib) the CDOR RateAdjusted Term CORRA for one month, plus 1% per annum.

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

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

in the PRIMCAN index or the CDOR RateAdjusted Term CORRA shall be effective from and

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

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

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

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

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

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

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

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

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

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

determined in accordance with GAAP.

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

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

convertible currency.

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

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

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

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

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

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

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

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

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

other credit support.

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

the following obligations:

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

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

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

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

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

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

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

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

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

Jurisdiction; provided that such certificates of deposit, banker’s acceptances and time

deposits are held in a securities account (as defined in the Uniform Commercial Code)

through which the Collateral Agent can perfect a security interest therein and (ii) having,

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

Moody’s;

(d)fully collateralized repurchase agreements with a term of not more

than 30 days from the date of acquisition thereof for U.S. Government Securities and

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

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

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

least P-1 from Moody’s;

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

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

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

than $1,000,000,000; and

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

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

(a) through (e) above;

provided, that (i) in no event shall Cash Equivalents include any obligation that

provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if

any of Moody’s or S&P changes its rating system, then any ratings included in this definition

shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as

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

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

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

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

Currency.

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

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

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

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

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

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

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

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

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

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

deemed to be zero for purposes of this Agreement.

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

the term “CDOR Rate”.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investment Advisor.

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

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

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

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

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

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

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

provided that, notwithstanding anything herein to the contrary, (I) the Dodd-Frank Wall Street

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

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

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

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

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

date enacted, adopted, issued, promulgated or implemented.

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

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

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

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

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

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

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

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

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

for purposes of this agreement.

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

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

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

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

Commitment is a Dollar Commitment or a Multicurrency Commitment.

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

time.

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

Agreement.

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

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

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

Multicurrency Commitments.

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

2.07(e)(i).

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

2.07(e)(i).

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

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

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

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

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

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

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

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

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

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

Indebtedness is owed to the SBA.

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

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

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

correlative thereto.

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

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

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

the Custodian.

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

published by the CORRA Administrator.

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

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

three months.

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

administrator of the Canadian Overnight Repo Rate Average).

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

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

CORRA Administrator from time to time.

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

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

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

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

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

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

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

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

at the then outstanding principal balance thereof.

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

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

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

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

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

Obligor.

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

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

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

surviving after the Revolver Termination Date).

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

unsecured long term indebtedness of a Person.

“Currency” means Dollars or any Foreign Currency.

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

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

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

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

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

Custodian pursuant to the terms of the Custodian Agreement.

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

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

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

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

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

Agent and the Borrower.

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

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

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

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

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

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

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

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

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

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

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

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

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

without notice to the Borrower.

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

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

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

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

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

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

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

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

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

RFR without notice to the Borrower.

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

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

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

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

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

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

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

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

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

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

Default.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Lender.

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

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

committee thereof with the necessary delegated authority).

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

issuance are subject to any agreement between the holder of such Equity Interests and the

Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate such Equity Interests, other than (x) as a result of a change of control, or (y) in

connection with any purchase, redemption, retirement, acquisition, cancellation or termination

with, or in exchange for, shares of Equity Interests that are not Disqualified Equity Interests.

“Disqualified Lenders” means (i) any Person identified by name on the

“Disqualified Lender” list provided by the Borrower to the Administrative Agent on or before

the Effective Date as a direct competitor of the Borrower, (ii) any Person identified in writing by

name by the Borrower to the Administrative Agent as a direct competitor from time to time after

the Effective Date that is approved by the Administrative Agent (such approval not to be

unreasonably withheld or delayed) and (iii) any Affiliates of any such Person identified above

that are either identified in writing to the Administrative Agent by the Borrower from time to

time or readily identifiable solely based on similarity of such Affiliate’s name; provided that no

update of the list of Disqualified Lenders shall apply retroactively to disqualify any parties that

have previously acquired an assignment or participation interest in the Loan or Commitments (or

any Person that, prior to such identification, has entered into a bona fide and binding trade for

either of the foregoing and has not yet acquired such assignment or participation) pursuant to the

terms hereof; provided, further that any designation of a Person as a Disqualified Lender shall

not be effective until the third (3rd) Business Day after written notice thereof is received by the

Administrative Agent.

“Documentation Agents” means Bank of Montreal and Fifth Third Bank, National

Association.

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

commitment of such Dollar Lender to make Loans denominated in Dollars hereunder, expressed

as an amount representing the maximum aggregate amount of such Lenders’ Dollar Credit

Exposure permitted hereunder, as such commitment may be (a) reduced or increased from time

to time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each

Lender’s Dollar Commitment as of the Amendment No. 4 Effective Date is set forth on Schedule

1.01(b) or in the Assignment and Assumption pursuant to which such Lender shall have assumed

its Commitment, as applicable.

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

of the outstanding principal amount of such Lender’s Loans at such time made or incurred under

such Lender’s Dollar Commitments.

“Dollar Equivalent” means, for any amount, at the time of determination thereof,

(a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an

Agreed Foreign Currency, the equivalent of such amount in Dollars determined by using the rate

of exchange for the purchase of dollars with the Agreed Foreign Currency in the London foreign

exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a

particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such

other information service which publishes that rate of exchange from time to time in place of

ICE Data Services (or if such service ceases to be available, the equivalent of such amount in

dollars as determined by the Administrative Agent using any method of determination it deems

reasonably appropriate in its sole discretion) and (c) if such amount is denominated in any other

currency, the equivalent of such amount in Dollars as determined by the Administrative Agent

using any method of determination it deems reasonably appropriate in its sole discretion.

“Dollar Lender” means the Persons listed on Schedule 1.01(b) as having Dollar

Commitments and any other Person that shall have become a party hereto pursuant to an

Assignment and Assumption that provides for it to assume Dollar Commitments or to acquire

Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to

an Assignment and Assumption or otherwise in accordance with the terms hereof.

“Dollar Loan” means a Loan denominated in Dollars made by a Dollar Lender.

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

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election,

the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the

Lenders, so long as the Administrative Agent has not yet received, by 5:00 p.m. (New York City

time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is

provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders

comprising the Required Lenders.

“Early Opt-in Election” means,

(a) in the case of a Benchmark Replacement in respect of Term SOFR Loans

denominated in Dollars, the occurrence of:

(1) (x) a determination by the Administrative Agent, (y) a notification by the

Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required

Lenders have determined or (z) a request by the Borrower to the Administrative Agent to notify

each of the other parties hereto that the Borrower has determined that at least five (5) currently

outstanding syndicated credit facilities denominated in Dollars being executed at such time (as a

result of amendment or as originally executed), or that include language similar to that contained

in Section 2.12(d) are being executed or amended, as applicable, to incorporate or adopt a new

benchmark interest rate to replace the applicable Benchmark, and

(2)(x) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (y) the joint election by the Required

Lenders and the Borrower to trigger a fallback from the then-current Benchmark and the

provision, if applicable, by the Required Lenders and the Borrower of written notice of such

election to the Administrative Agent; and

(b) in the case of a Benchmark Replacement in respect of Loans denominated in any

Agreed Foreign Currency, the occurrence of:

(1)(x) a determination by the Administrative Agent, (y) a notification by the

Required Multicurrency Lenders to the Administrative Agent (with a copy to the Borrower) that

the Required Multicurrency Lenders have determined or (z) a request by the Borrower to the

Administrative Agent to notify each of the other parties hereto that the Borrower has determined

that at least five (5) currently outstanding syndicated credit facilities denominated in the

applicable Agreed Foreign Currency being executed at such time (as a result of amendment or as

originally executed), or that include language similar to that contained in Section 2.12(d) are

being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate

to replace the applicable Benchmark, and

(2)(i) the joint election by the Administrative Agent and the Borrower to

trigger a fallback from the then-current Benchmark and the provision by the Administrative

Agent of written notice of such election to the Lenders or (ii) the joint election by the Required

Multicurrency Lenders and the Borrower to trigger a fallback from the then-current Benchmark

and the provision, if applicable, by the Required Multicurrency Lenders and the Borrower of

written notice of such election to the Administrative Agent.

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

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any

Person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means February 21, 2019.

“Eligible Liens” means any right of offset, banker’s lien, security interest or other

like rights against the Portfolio Investments held by the Custodian pursuant to or in connection

with its rights and obligations relating to the Custodian Account, provided that such rights are

subordinated, pursuant to the terms of a Custodian Agreement, to the first priority perfected

security interest in the Collateral created in favor of the Collateral Agent, except to the extent

expressly provided therein.

“Eligible Portfolio Investment” means any Portfolio Investment held by any

Obligor (and solely for purposes of determining the Borrowing Base, Cash (other than Cash

Collateral) and Cash Equivalents held by any Obligor) that, in each case, meets all of the criteria

set forth on Schedule 1.01(c) hereto; provided, that no Portfolio Investment, Cash or Cash

Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing Base

if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no

other Liens other than Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or

if such Portfolio Investment, Cash or Cash Equivalent has not been or does not at all times

continue to be Delivered (as defined in the Guarantee and Security Agreement). Without

limiting the generality of the foregoing, it is understood and agreed that any Portfolio

Investments that have been contributed or sold, purported to be contributed or sold or otherwise

transferred to any Financing Subsidiary, Immaterial Subsidiary, CFC, Transparent Subsidiary or

any other Person that is not a Subsidiary Guarantor, or held by any Financing Subsidiary,

Immaterial Subsidiary, CFC, Transparent Subsidiary or any other Person that is not a Subsidiary

Guarantor shall not be treated as Eligible Portfolio Investments until distributed, sold or

otherwise transferred to any Obligor free and clear of all Liens (other than Eligible Liens).

Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i),

which provide that, for purposes of this Agreement, all determinations of whether an Investment

is to be included as an Eligible Portfolio Investment shall be determined on a Settlement-Date

Basis, provided that no such Investment shall be included as an Eligible Portfolio Investment to

the extent it has not been paid for in full.

“Equity Interests” means shares of capital stock, partnership interests,

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

ownership interests in a Person, and any warrants, options or other rights entitling the holder

thereof to purchase or acquire any such equity interest. As used in this Agreement, “Equity

Interests” shall not include convertible debt unless and until such debt has been converted to

capital stock.

“Equity Repurchase Program” means that certain “at-the-market” equity

repurchase program as approved by the Board of Directors of the Borrower from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

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

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

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

a single employer under Section 414(m) or (o) of the Code.

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

ERISA, with respect to a Plan (other than an event for which the 30-day notice period is waived);

(b) with respect to any Plan, the failure to satisfy the minimum funding standards set forth in

Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant

to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the

minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any

of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination

of any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (e) the

receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any

notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan

under Section 4041(c) or Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its

ERISA Affiliates of Withdrawal Liability; (g) the occurrence of any non-exempt prohibited

transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with

respect to any Plan which would result in liability to a Lender; (h) the failure to make any

required contribution to a Multiemployer Plan or to any Plan that would result in the imposition

of a lien or other encumbrance or the provision of security under Section 412 or 430 of the Code

or Section 302, 303 or 4068 of ERISA; or (i) the receipt by the Borrower or any ERISA Affiliate

of any notice concerning a determination that a Multiemployer Plan is insolvent as defined in

Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule

published by the Loan Market Association (or any successor person), as in effect from time to

time.

“EURIBOR Screen Rate” means, for any Interest Period, in the case of any

Eurocurrency Borrowing denominated in Euros, the European Interbank Offered Rate

administered by the European Money Markets Institute (or any other entity which takes over the

administration of that rate, or any such benchmark that would replace such rate) for the relevant

period and displayed on Page EURIBOR01 of the Reuters Screen or, in the event that such rate

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

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

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

discretion (the “EURIBOR Screen Rate”); provided that, if the EURIBOR Screen Rate so

determined would be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement.

“Euro” refers to the lawful money of the Participating Member States.

“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to

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

determined by reference to the Adjusted Eurocurrency Rate.

“Eurocurrency Rate” means, with respect to (A) any Eurocurrency Borrowing

denominated in Euros for any applicable Interest Period, the EURIBOR Screen Rate as of the

Specified Time on the Quotation Day for such Interest Period and, (B) any Eurocurrency

Borrowing denominated in Canadian Dollars for any applicable Interest Period, Term CORRA

for such Interest Period, and (C) any Eurocurrency Borrowing denominated in any other Foreign

Currency and for any applicable Interest Period, the applicable Local Rate as of the Specified

Time and on the Quotation Day for such Foreign Currency and Interest Period. If the applicable

Screen Rate shall not be available for such Interest Period at the applicable time (the “Impacted

Interest Period”), then the Eurocurrency Rate for such Interest Period for such Eurocurrency

Borrowing shall be the Interpolated Rate at such time, subject to Section 2.12; provided, that if

the applicable Screen Rate shall not be available with respect to any Eurocurrency Borrowing for

any other reason, then the rate determined in accordance with Section 2.12 shall be the

Eurocurrency Rate for such Eurocurrency Borrowing; provided, further that, if the Eurocurrency

Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

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

time to time.

“Excluded Taxes” means any of the following Taxes imposed on or with respect

to the Administrative Agent, any Lender or the Issuing Bank or required to be withheld or

deducted from a payment to the Administrative Agent, any Lender or the Issuing Bank, (a) Taxes

imposed on (or measured by) its net income (however denominated) or franchise Taxes, in each

case, imposed (i) by the jurisdiction (or any political subdivision thereof) under the laws of

which such recipient is organized or in which its principal office is located or, in the case of any

Lender, in which its applicable lending office is located, or (ii) that are Other Connection Taxes,

(b) any branch profits Taxes imposed by the United States of America or any similar Tax

imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Lender

(other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any U.S.

federal withholding Tax that is imposed on amounts payable to or for the account of such Lender

pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or

designates a new lending office), except to the extent that such Lender (or its assignor, if any)

was entitled, at the time of designation of a new lending office (or assignment), to receive

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

2.15(a), (d) Taxes attributable to such recipient’s failure to comply with Section 2.15(f), and (e)

any withholding Taxes imposed under FATCA.

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

5.12(b)(ii)(A).

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

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

more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any

intergovernmental agreement entered into in connection with the implementation of such

Sections of the Code, and any fiscal or regulatory legislation, rules, or official practices adopted

pursuant to any intergovernmental agreement entered into in connection with the implementation

of such Sections of the Code.

“FCA” has the meaning assigned to such term in Section 1.07.

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

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

transactions with members of the Federal Reserve System, as published on the next succeeding

Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for

any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of

1%) of the quotations for such day for such transactions received by the Administrative Agent

from three Federal funds brokers of recognized standing selected by it; provided, that if the

Federal Funds Effective Rate is less than zero, such rate shall be zero for purposes of this

Agreement.

“Financial Officer” means the chief executive officer, president, chief operating

officer, chief financial officer, chief legal officer, principal accounting officer, treasurer, assistant

treasurer, controller or chief compliance officer of the Borrower, in each case, whom has been

authorized by the Board of Directors of the Borrower to execute the applicable document or

certificate.

“Financing Subsidiary” means (i) any Structured Subsidiary or (ii) any SBIC

Subsidiary.

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

“Fitch” means Fitch Ratings, Inc. or any successor thereto.

“Floor” means zero.

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

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

denominated in Dollars the equivalent amount thereof in the applicable Foreign Currency as

reasonably determined by the Administrative Agent or the applicable Issuing Bank, as the case

may be, at such time on the basis of the Spot Rate (determined in respect of the most recent

Revaluation Date) for the purchase of such Foreign Currency with Dollars.

“Foreign Lender” means any Lender or Issuing Bank that is not a U.S. Person.

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

America.

“Governmental Authority” means the government of the United States of

America, or of any other nation, or any political subdivision thereof, whether state or local, and

any agency, authority, instrumentality, regulatory body, court, central bank or other entity

exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

functions of or pertaining to government (including any supra-national body exercising such

powers or functions, such as the European Union or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation,

contingent or otherwise, of the guarantor guaranteeing or having the economic effect of

guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in

any manner, whether directly or indirectly, and including any obligation of the guarantor, direct

or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of)

such Indebtedness or other obligation or to purchase (or to advance or supply funds for the

purchase of) any security for the payment thereof, (b) to purchase or lease property securities or

services for the purpose of assuring the owner of such Indebtedness or other obligation of the

payment thereof, (c) to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or

letter of guaranty issued to support such Indebtedness or obligation; provided, that the term

“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of

business or customary indemnification agreements entered into in the ordinary course of business

in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee

at any time shall be deemed to be an amount equal to the maximum stated or determinable

amount of the primary obligation in respect of which such Guarantee is incurred, unless the

terms of such Guarantee expressly provide that the maximum amount for which such Person may

be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be

deemed to be an amount equal to such lesser amount).

“Guarantee and Security Agreement” means that certain Guarantee, Pledge and

Security Agreement, dated as of the Effective Date, among the Borrower, the Subsidiary

Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor)

from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent.

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement

substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other

form that is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an

entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the

Guarantee and Security Agreement (with such changes as the Administrative Agent shall request

consistent with the requirements of Section 5.08, or to which the Collateral Agent shall otherwise

consent).

“Hedging Agreement” means any interest rate protection agreement, Credit

Default Swap, foreign currency exchange protection agreement, commodity price protection

agreement or other credit, interest or currency exchange rate or commodity price hedging

arrangement.

“High Yield Securities” has the meaning assigned to such term in Section 5.13.

“IBA” has the meaning assigned to such term in Section 1.07.

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are

designated as “Immaterial Subsidiaries” by the Borrower from time to time (it being understood

that the Borrower may at any time change any such designation); provided that such designated

Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of (x)

the designation of each such Immaterial Subsidiary and (y) the most recent balance sheet

required to be delivered pursuant to Section 5.01 (and the Borrower shall in each case deliver to

the Administrative Agent a certificate of a Financial Officer to such effect setting forth

reasonably detailed calculations demonstrating such compliance): (a) such Subsidiaries and their

Subsidiaries do not hold any Eligible Portfolio Investment included in the Borrowing Base, (b)

the aggregate assets of all such Subsidiaries and their Subsidiaries (on a consolidated basis) as of

such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its

Subsidiaries as of such date; and (c) the aggregate revenues of all such Subsidiaries and their

Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an

amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such

period. Notwithstanding the foregoing, no Immaterial Subsidiary that is later designated as a

Subsidiary Guarantor may be an Immaterial Subsidiary.

“Impacted Interest Period” has the meaning assigned to such term in the definition

of “Eurocurrency Rate”.

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

“Indebtedness” of any Person means, without duplication, (a) (i) all obligations of

such Person for borrowed money or (ii) with respect to deposits, loans or advances of any kind

that are required to be accounted for under GAAP as a liability on the financial statements of an

Obligor (other than deposits received in connection with a Portfolio Investment in the ordinary

course of the Obligor’s business (including, but not limited to, any deposits or advances in

connection with expense reimbursement, prepaid agency fees, other fees, indemnification, work

fees, tax distributions or purchase price adjustments)), (b) all obligations of such Person

evidenced by bonds, debentures, notes or similar debt instruments, (c) all obligations of such

Person under conditional sale or other title retention agreements relating to property acquired by

such Person, (d) all obligations of such Person in respect of the deferred purchase price of

property or services (other than trade accounts payable and accrued expenses in the ordinary

course of business not past due for more than 90 days after the date on which such trade account

payable was due or that are being contested in good faith), (e) all Indebtedness of others secured

by any Lien on property owned or acquired by such Person, whether or not the Indebtedness

secured thereby has been assumed (with the value of such debt being the lower of the

outstanding amount of such debt and the fair market value of the property subject to such Lien),

(f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of

such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in

respect of letters of credit and letters of guaranty, (i) the net amount such Person would be

obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the

time of determination, (j) all obligations, contingent or otherwise, with respect to Disqualified

Equity Interests, and (k) all obligations, contingent or otherwise, of such Person in respect of

bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any

other entity (including any partnership in which such Person is a general partner) to the extent

such Person is liable therefor as a result of such Person’s ownership interest in or other

relationship with such entity, except to the extent the terms of such Indebtedness provide that

such Person is not liable therefor (or such Person is not otherwise liable for such Indebtedness).

Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks

arising in the ordinary course of business in respect of a portion of the purchase price of an asset

or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a

commitment arising in the ordinary course of business to make a future Portfolio Investment or

fund the delayed draw or unfunded portion of any existing Portfolio Investment or (z)

indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any

First Lien Bank Loan that arises solely as an accounting matter under ASC 860, provided that

such indebtedness (i) is non-recourse to the Borrower and its Subsidiaries and (ii) would not

represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy, insolvency or

liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount

sold or purportedly sold.

“Independent” when used with respect to any specified Person means that Person

(a) does not have any direct financial interest (other than ownership of a de minimis amount of

the Equity Interests of such Person) or any material indirect financial interest in the Borrower or

any of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof) and

(b) is not an officer, employee, promoter, underwriter, trustee, partner, director or Person

performing similar functions of the Borrower or any of its Subsidiaries or Affiliates (including its

investment advisor or any Affiliate thereof).

“Independent Valuation Provider” means any of Alvarez & Marsal, Houlihan

Lokey Howard & Zukin Capital, Inc., Duff & Phelps LLC, Murray, Devine and Company,

Lincoln Partners Advisors, LLC, Stout Risius Ross, LLC and Valuation Research Corporation

and Stout, or any other Independent nationally recognized third-party appraisal firm selected by

the Administrative Agent, and reasonably acceptable to the Borrower.

“Industry Classification Group” means (a) any of the Moody’s classification

groups set forth on Schedule 1.01(d) hereto, together with any classification groups that may be

subsequently established by Moody’s and provided by the Borrower to the Administrative Agent

and (b) any additional industry group classifications established by the Borrower pursuant to

Section 5.12.

“ING” means ING Capital LLC.

“Interest Election Request” means a request by the Borrower to convert or

continue a Borrowing in accordance with Section 2.06 substantially in the form of Exhibit E or

such other form that is reasonably acceptable to the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, each Quarterly

Date, (b) with respect to any Eurocurrency Loan or Term SOFR Loan, the last day of each

Interest Period therefor and, in the case of any Interest Period of more than three months’

duration, each day prior to the last day of such Interest Period that occurs at three-month

intervals after the first day of such Interest Period and (c) with respect to any RFR Loan, each

date that is on the numerically corresponding day in each calendar month that is one month after

the Borrowing of such Loan (or, if there is no such numerically corresponding day in such

month, then the last day of such month).

“Interest Period” means, for any Eurocurrency Loan or Borrowing or for any

Term SOFR Loan or Borrowing, the period commencing on the date of such Loan or Borrowing

and ending on the numerically corresponding day in the calendar month that is one, three or six

months (other than with respect to a Eurocurrency Loan or Eurocurrency Borrowing

denominated in Canadian Dollars, which shall not be available for a period of six months’

duration) thereafter or, with respect to such portion of any such Loan or Borrowing that is

scheduled to be repaid on the Maturity Date, a period of less than one month’s duration

commencing on the date of such Loan or Borrowing and ending on the Maturity Date, as

specified in the applicable Borrowing Request or Interest Election Request; provided, that (a) if

any Interest Period would end on a day other than a Business Day, such Interest Period shall be

extended to the next succeeding Business Day unless such next succeeding Business Day would

fall in the next calendar month, in which case such Interest Period shall end on the next

preceding Business Day, and (b) any Interest Period (other than an Interest Period that ends on

the Maturity Date that is permitted to be of less than one month’s duration as provided in this

definition) that commences on the last Business Day of a calendar month (or on a day for which

there is no numerically corresponding day in the last calendar month of such Interest

Period) shall end on the last Business Day of the last calendar month of such Interest Period. For

purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and

thereafter shall be the effective date of the most recent conversion or continuation of such Loan,

and the date of a Borrowing comprising Loans that have been converted or continued shall be the

effective date of the most recent conversion or continuation of such Loans.

“Internal Value” has the meaning assigned to such term in Section 5.12(b)(ii)(C).

“Interpolated Rate” means, at any time, for any Interest Period, the rate per

annum (rounded to the same number of decimal places as the applicable Screen Rate) determined

by the Administrative Agent (which determination shall be conclusive and binding absent

manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a)

the applicable Screen Rate for the longest period (for which the applicable Screen Rate is

available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the

applicable Screen Rate for the shortest period (for which that applicable Screen Rate is available

for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures

or other securities of any other Person (including convertible securities) or any agreement to

acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person

(including any “short sale” or any sale of any securities at a time when such securities are not

owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of

credit made to any other Person (including purchases of property from another Person subject to

an understanding or agreement, contingent or otherwise, to resell such property to such Person);

or (c) Hedging Agreements.

“Investment Advisor” means (i) Barings, (ii) an Affiliate of Barings reasonably

satisfactory to the Administrative Agent or (iii) another investment advisor reasonably

satisfactory to the Administrative Agent and approved by the Required Lenders.

“Investment Company Act” means the Investment Company Act of 1940, as

amended from time to time.

“Investment Policies” means the Borrower’s written investment objectives,

policies, restrictions and limitations as in existence on the Effective Date, delivered to the

Administrative Agent prior to the Effective Date, as may be amended or modified from time to

time by a Permitted Policy Amendment.

“IRS” means the U.S. Internal Revenue Service.

“Issuing Bank” means ING, in its capacity as the issuer of Letters of Credit

hereunder, and its successors in such capacity as provided in Section 2.04(j).

“IVP Supplemental Cap” has the meaning assigned to such term in Section

9.03(a).

“Joint Lead Arrangers” means, collectively, ING, JPMorgan Chase Bank, N.A.,

Bank of Montreal and Fifth Third Bank, National Association.

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

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a

Letter of Credit.

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

of all outstanding Letters of Credit at such time (including any Letter of Credit for which a draft

has been presented but not yet honored by the Issuing Bank) plus (b) the aggregate amount of all

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

behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its

Applicable Multicurrency Percentage of the total LC Exposure at such time. Unless otherwise

specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated

amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of

Credit that, by its terms or a document related thereto, provides for one or more automatic

increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be

the maximum stated amount of such Letter of Credit after giving effect to all such increases,

whether or not such maximum stated amount is in effect at such time.

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

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

“Letter of Credit Documents” means, with respect to any Letter of Credit,

collectively, any application therefor and any other agreements, instruments, guarantees or other

documents (whether general in application or applicable only to such Letter of Credit) governing

or providing for (a) the rights and obligations of the parties concerned or at risk with respect to

such Letter of Credit or (b) any collateral security for any of such obligations, each as the same

may be modified and supplemented and in effect from time to time.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,

pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the

interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement (or any financing lease having substantially the same economic effect as any

of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call

or similar right of a third party with respect to such securities (other than on market terms at fair

value so long as in the case of any Portfolio Investment, the Value used in determining the

Borrowing Base is not greater than the purchase or call price), except in favor of the issuer

thereof (and in the case of Portfolio Investments that are equity securities, excluding customary

drag-along, tag-along, right of first refusal, restrictions on assignments or transfers and other

similar rights in favor of other equity holders of the same issuer). For the avoidance of doubt, in

the case of Investments that are loans or other debt obligations, customary restrictions on

assignments or transfers thereof on customary and market based terms pursuant to the underlying

documentation relating to such Investment shall not be deemed to be a “Lien”.

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

Documents, any promissory notes delivered pursuant to Section 2.08(f), the Security Documents

and any fee letter between the Borrower and the Administrative Agent (or between the Borrower

and any of the Lenders) relating to this Agreement.

“Loans” means the revolving loans made by the Lenders to the Borrower pursuant

to this Agreement.

“Local Rate” means (i) for Loans or Letters of Credit in AUD, the AUD Rate, (ii)

for Loans or Letters of Credit in NZD, the NZD Rate, (iii) for Loans or Letters of Credit in

Canadian DollarsSwedish Krona, the CDORSTIBOR Rate, (iv) for Loans or Letters of Credit in

Swedish Krona, the STIBOR Rate, (v) for Loans or Letters of Credit in Norwegian Krone, the

NIBOR Rate and (viv) for Loans or Letters of Credit in Danish Krone, the CIBOR Rate.

“Local Screen Rate” means the AUD Screen Rate, the NZD Screen Rate, the

CDOR Rate, the STIBOR Screen Rate, the NIBOR Screen Rate, the CIBOR Screen Rate,

SONIA and, SARON and CORRA as published on the CORRA Administrator’s Website

(following a Benchmark Transition Event with respect to Term CORRA), collectively and

individually as the context may require.

“Long-Term U.S. Government Securities” has the meaning assigned to such term

in Section 5.13.

“Margin Stock” means “margin stock” within the meaning of Regulations D, T, U

and X.

“Material Adverse Effect” means a material adverse effect on (a) the business,

Portfolio Investments of the Obligors (taken as a whole) and other assets, liabilities (actual or

contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries

(other than any Financing Subsidiary), taken as a whole, or (b) the validity or enforceability of

any of the Loan Documents or the rights or remedies of the Administrative Agent and the

Lenders thereunder or the ability of the Obligors to perform their respective obligations

thereunder.

“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of

Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries

(excluding any Specified CLO, but including each other Financing Subsidiary) in an aggregate

outstanding principal amount exceeding $20,000,000 and (b) obligations in respect of one or

more Hedging Agreements or other swap or derivative transactions under which the maximum

aggregate amount (after giving effect to any netting agreements) that the Borrower and its

Subsidiaries would be required to pay if such Hedging Agreement(s) or other swap or derivative

transactions were terminated at such time would exceed $20,000,000.

“Maturity Date” means the date that is the one (1) year anniversary of the

Revolver Termination Date.

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

“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 Loans, and to acquire participations in

Letters of Credit denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed

as an amount representing the maximum aggregate amount of such Lender’s Multicurrency

Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to

time pursuant to Section 2.07 or reduced from time to time pursuant to Section 2.09 or as

otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to

assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each

Lender’s Multicurrency Commitment as of the Amendment No. 4 Effective Date is set forth on

Schedule 1.01(b) or in the Assignment Assumption pursuant to which such Lender shall have

assumed its Commitment, as applicable.

“Multicurrency Credit Exposure” means, with respect to any Lender at any time,

the sum of the outstanding principal amount of such Lender’s Loans at such time, made or

incurred under such Lender’s Multicurrency Commitments, and such Lender’s LC Exposure.

“Multicurrency Lender” means the Persons listed on Schedule 1.01(b) as having

Multicurrency Commitments and any other Person that shall have become a party hereto

pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency

Commitment or to acquire Multicurrency Credit Exposure, other than any such Person that

ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in

accordance with the terms hereof.

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

Foreign Currency made under the Multicurrency Commitments.

“Multiemployer Plan” means a multiemployer plan as defined in

Section 4001(a)(3) of ERISA in respect of which the Borrower or any ERISA Affiliate makes or

is required to make any contributions.

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

Member State.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount

equal to (a) the sum of Cash payments and Cash Equivalents received by the Obligors from such

Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment

pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so

received), minus (b) any costs, fees, commissions, premiums and expenses actually incurred by

any Obligor directly incidental to such Asset Sale and payable in cash to a Person that is not an

Affiliate of any Obligor (or if payable to an Affiliate, only to the extent such expenses are

reasonable and customary), including reasonable legal fees and expenses, minus (c) all taxes paid

or reasonably estimated to be payable by any Obligor (other than any income tax) as a result of

such Asset Sale (after taking into account any applicable tax credits or deductions that are

reasonably expected to be available), minus (d) reserves for indemnification, purchase price

adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant

Subsidiary in connection with such Asset Sale; provided that (i) such reserved amount shall not

be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to

this clause (d) exceeds the amount actually required to be paid in cash in respect of

indemnification, purchase price adjustments or analogous arrangements for such Asset Sale, the

aggregate amount of such excess shall constitute Net Asset Sale Proceeds (as of the date the

Borrower determines such excess exists), minus (e) payments of unassumed liabilities relating to

the assets sold or otherwise disposed of at the time, or within 30 days after, the date of such

Asset Sale.

“Net Return of Capital” means an amount equal to (i) (a) any Cash amount (and

proceeds of any non-Cash amount) received by any Obligor at any time in respect of the

outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or

otherwise), (b) without duplication of amounts received under clause (a), any Cash proceeds

(including Cash proceeds of any non-Cash consideration) received by any Obligor at any time

from the sale of any property or assets pledged as collateral in respect of any Portfolio

Investment to the extent such Cash proceeds are less than or equal to the outstanding principal

balance of such Portfolio Investment, (c) solely to the extent such proceeds, along with any such

proceeds previously received (other than on account of taxes paid or reasonably estimated to be

payable), are less than or equal to the Obligor’s investments therein, any cash amount (and Cash

proceeds of any non-Cash amount) received by any Obligor at any time in respect of any

Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the

Portfolio Company of such Portfolio Investment, (y) as a distribution of capital made on or in

respect of such Portfolio Investment (other than, in the case of a Portfolio Investment that is

capital stock, any distribution on account of actual taxes paid or reasonably estimated to be

payable by an Obligor solely in its capacity as a holder of such Equity Interest (and not on

account of such Obligor’s status as a RIC)), or (z) pursuant to the recapitalization or

reclassification of the capital of the Portfolio Company of such Portfolio Investment or pursuant

to the reorganization of such Portfolio Company or (d) any similar return of capital received by

any Obligor in Cash (and Cash proceeds of any non-Cash amount) in respect of any Portfolio

Investment minus (ii) any costs, fees, commissions, premiums and expenses incurred by any

Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses.

“New Zealand Dollars” and “NZD” refers to the lawful currency of New Zealand.

“NIBOR Rate” means, with respect to any Interest Period, in the case of any

Eurocurrency Borrowing denominated in NOK, a rate per annum equal to the Norwegian

Interbank Offered Rate administered by Norske Finansielle Referanser (or any other person that

takes over administration of that rate) for deposits in NOK with a term equivalent to such Interest

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

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

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

London time two Business Days prior to the commencement of such Interest Period. If the

NIBOR Rate shall be less than zero, the NIBOR Rate shall be deemed to be zero for purposes of

this agreement.

“Non-Consenting Lender” has the meaning assigned to such term in

Section 9.02(d).

“Norwegian Krone” and “NOK” refers to the lawful currency of Norway.

“NYFRB” means the Federal Reserve Bank of New York.

“NZD Rate” means, for any Loans in New Zealand Dollars, the (a) NZD Screen

Rate plus (b) 0.30%.

“NZD Screen Rate” means, with respect to any Interest Period, the rate per annum

determined by the Administrative Agent which is equal to the average bank bill reference rate as

administered by the New Zealand Financial Markets Association (or any other Person that takes

over the administration of such rate) for bills of exchange with a tenor equal in length to such

Interest Period as displayed on page BKBM of the Reuters screen (or, in the event such rate does

not appear on such page, on any successor or substitute page on such screen that displays such

rate or on the appropriate page of such other information service that publishes such rate as shall

be selected by the Administrative Agent from time to time in its reasonable discretion) at or

about 11:00 a.m. (Wellington, New Zealand time) on the first day of such Interest Period. If the

NZD Screen Rate shall be less than zero, the NZD Screen Rate shall be deemed to be zero for

purposes of this Agreement.

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

“Obligors’ Net Worth” means, at any date, Stockholders’ Equity at such date,

minus the net asset value held by any Obligor in (x) any non-Obligor Subsidiary and (y) any

joint venture except to the extent that the Collateral Agent maintains a first priority, perfected

Lien (subject to no other Liens other than Eligible Liens) in the Equity Interests of such joint

venture owned by such Obligor.

“OFAC” has the meaning assigned to such term in Section 3.20.

“Other Connection Taxes” means, with respect to any recipient of any payment to

be made by or on account of any obligation of the Borrower hereunder, Taxes imposed as a

result of a present or former connection between such recipient and the jurisdiction imposing

such Tax (other than connections arising from such recipient having executed, delivered, become

a party to, performed its obligations under, received payments under, received or perfected a

security interest under, engaged in any other transaction pursuant to or enforced any Loan

Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Covered Indebtedness” means, collectively, (i) Secured Longer-Term

Indebtedness and (ii) Unsecured Shorter-Term Indebtedness.

“Other Taxes” means any and all present or future stamp, court, documentary,

intangible, recording or filing Taxes or any other excise or property Taxes, charges or similar

levies arising from any payment made under any Loan Document or from the execution,

delivery, performance, enforcement or registration of, from the receipt or perfection of a security

interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are

imposed with respect to an assignment (other than an assignment made pursuant to Section

2.18(b)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both

overnight federal funds and overnight Eurocurrency transactions by U.S.-managed banking

offices of depository institutions, as such composite rate shall be determined by the NYFRB as

set forth on its public website from time to time, and published on the next succeeding Business

Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB

shall commence to publish such composite rate); provided, that if the Overnight Bank Funding

Rate is less than zero, such rate shall be zero for purposes of this Agreement.

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

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

“Participating Member State” means any member state of the European

Community that adopts or has adopted the Euro as its lawful currency in accordance with the

legislation of the European Union relating to the European Monetary Union.

“Payment” has the meaning assigned to such term in Section 8.13(b).

“Payment Notice” has the meaning assigned to such term in Section 8.13(b).

“Payor” has the meaning assigned to such term in Section 8.13(a).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined

in ERISA and any successor entity performing similar functions.

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

“Performing Covenant-Lite Loans” has the meaning assigned to such term in

Section 5.13.

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

“Performing First Lien Bank Loans” has the meaning assigned to such term in

Section 5.13.

“Performing First Lien Middle Market Loans” has the meaning assigned to such

term in Section 5.13.

“Performing High Yield Securities” has the meaning assigned to such term in

Section 5.13.

“Performing Last Out Loans” has the meaning assigned to such term in Section

5.13.

“Performing Mezzanine Investments” has the meaning assigned to such term in

Section 5.13.

“Performing Second Lien Bank Loans” has the meaning assigned to such term in

Section 5.13.

“Periodic Term CORRA Determination Day” has the meaning assigned to such

term in the definition of “Term CORRA”.

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

definition of “Term SOFR”.

“Permitted Equity Interests” means common stock of the Borrower that after its

issuance is not subject to any agreement between the holder of such common stock and the

Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or

terminate any such common stock at any time prior to the first anniversary of the later of the

Maturity Date (as in effect from time to time) and the Termination Date.

“Permitted Foreign Jurisdiction” has the meaning assigned to such term in Section

5.13.

“Permitted Foreign Jurisdiction Portfolio Investment” has the meaning assigned to

such term in Section 5.13.

“Permitted Liens” means (a) Liens imposed by any Governmental Authority for

taxes, assessments or charges not yet due or that are being contested in good faith and by

appropriate proceedings if adequate reserves with respect thereto are maintained on the books of

the Borrower in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and

similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only

to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in

connection with such purchase or sale, and not any obligation in connection with margin

financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’,

storage, landlord, and repairmen’s Liens and other similar Liens arising in the ordinary course of

business and securing obligations (other than Indebtedness for borrowed money) not yet due or

that are being contested in good faith and by appropriate proceedings if adequate reserves with

respect thereto are maintained on the books of the Borrower in accordance with GAAP; (d) Liens

incurred or pledges or deposits made to secure obligations incurred in the ordinary course of

business under workers’ compensation laws, unemployment insurance or other similar social

security legislation (other than in respect of employee benefit plans subject to ERISA) or to

secure public or statutory obligations; (e) Liens securing the performance of, or payment in

respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or

utility contracts (other than for the repayment of borrowed money), surety, stay, customs and

appeal bonds and other obligations of a similar nature incurred in the ordinary course of

business; (f) Liens arising out of judgments or awards that have been in force for less than the

applicable period for taking an appeal so long as such judgments or awards do not constitute an

Event of Default; (g) customary rights of setoff and liens upon (i) deposits of cash in favor of

banks or other depository institutions in which such cash is maintained in the ordinary course of

business, (ii) cash and financial assets held in securities accounts in favor of banks and other

financial institutions with which such accounts are maintained in the ordinary course of business

and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business,

in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities,

charges for returning items and other similar obligations; (h) Liens arising solely from

precautionary filings of financing statements under the Uniform Commercial Code of the

applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its

Subsidiaries in the ordinary course of business; (i) Eligible Liens; (j) Liens in favor of any

escrow agent solely on and in respect of any 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); (k) zoning restrictions,

easements, licenses, or other restrictions on the use of any real estate (including leasehold title),

in each case which do not interfere with or affect in any material respect the ordinary course

conduct of the business of the Borrower and its Subsidiaries; (l) purchase money Liens on

specific equipment and fixtures, provided that (i) such Liens only attach to such equipment and

fixtures and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the

fair market value of such equipment and fixtures at the time of the acquisition thereof; (m)

deposits of money securing leases to which Borrower is a party as lessee made in the ordinary

course of business; and (n) precautionary Liens and filing of financing statements under the

Uniform Commercial Code covering assets sold or contributed to any Person not prohibited

hereunder.

“Permitted Policy Amendment” is an amendment, modification, termination or

restatement of the Investment Policies or Valuation Policy, in each case that is any of (i)

approved in writing by the Administrative Agent (with the consent of the Required Lenders), (ii)

required by applicable law or Governmental Authority, or (iii) is not or could not reasonably be

expected to be materially adverse to the Lenders.

“Permitted Prior Working Capital Lien” has the meaning assigned to such term in

Section 5.13.

“Permitted SBIC Guarantee” means a guarantee by the Borrower of SBA

Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that the

recourse to the Obligors thereunder is expressly limited only to periods after the occurrence of an

event or condition that is an impermissible change in the control of such SBIC Subsidiary (it

being understood that, as provided in clause (q) of Article VII, it shall be an Event of Default

hereunder if any such event or condition giving rise to such recourse occurs).

“Person” means any natural person, corporation, limited liability company, trust,

joint venture, association, company, partnership, Governmental Authority or other entity.

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

“Plan” means any employee pension benefit plan (other than a Multiemployer

Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302

of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were

terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in

Section 3(5) of ERISA.

“Portfolio Company” means the issuer or obligor under any Portfolio Investment

held by any Obligor.

“Portfolio Investment” means any Investment (including an Alpine Participation

Interest) held by the Borrower and its Subsidiaries in their asset portfolio and included on the

schedule of investments on the financial statements of the Borrower delivered pursuant to

Section 5.01(a) or (b) (or, for any Investment made during a given quarter and before a schedule

of investments is required to be delivered pursuant to Section 5.01(a) or (b), as applicable, with

respect to such quarter, is intended to be included on the schedule of investments when such

Investment is made) (and, for the avoidance of doubt, shall not include any Subsidiary of the

Borrower).

“Pounds Sterling” means the lawful currency of England.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money

Rates Section, as the “U.S. Prime Rate” (or its successor), as in effect from time to time or, if

The Wall Street Journal ceases to quote such rate, the highest per annum rate published by the

Federal Reserve Board in the Federal Reserve Statistical Release H.15 (519) (Selected Interest

Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate

quoted therein (as determined by the Administrative Agent) or any similar release by the Federal

Reserve Board (as determined by the Administrative Agent). The Prime Rate is a reference rate

and does not necessarily represent the lowest or best rate actually charged to any customer. The

Administrative Agent or any Lender may make commercial loans or other loans at rates of

interest at, above, or below the Prime Rate.

“Principal Financial Center” means, in the case of any Currency, the principal

financial center where such Currency is cleared and settled, as determined by the Administrative

Agent.

“Pro-Rata Borrowing” has the meaning assigned to such term in Section 2.03(a).

“Pro-Rata Dollar Portion” means, in connection with any Pro-Rata Borrowing in

Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by

(ii) the aggregate Dollar Commitments of all Dollar Lenders at such time divided by (iii) the

aggregate Commitments of all Lenders at such time.

“Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata

Borrowing in Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing

multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders at

such time divided by (iii) the aggregate Commitments of all Lenders at such time.

“PTE” means a prohibited transaction class exemption issued by the U.S.

Department of Labor, as any such exemption may be amended from time to time.

“QFC” has the meaning assigned to such term in Section 9.18.

“QFC Credit Support” has the meaning assigned to such term in Section 9.18.

“Quarterly Dates” means the last Business Day of March, June, September and

December in each year, commencing on March 29, 2019.

“Quotation Day” means, with respect to any Eurocurrency Borrowing (other than

any Eurocurrency Borrowing denominated in Canadian Dollars) for any Interest Period, (i) if the

Currency is Canadian Dollars or AUD, the first day of such Interest Period, (ii) if the Currency is

Euro, two TARGET Days before the first day of such Interest Period and (iii) for any other

Currency, (other than Canadian Dollars), two Business Days prior to the first day of such Interest

Period, unless, in each case, market practice differs in the relevant market where the

Eurocurrency Rate for such Currency is to be determined, in which case the Quotation Day will

be determined by the Administrative Agent in accordance with market practice in such market

(and if quotations would normally be given on more than one day, then the Quotation Day shall

be the last of those days).

“Quoted Investments” has the meaning assigned to such term in Section

5.12(b)(ii)(A).

“Rating Agency” means each of S&P, Moody’s and Fitch.

“Ratings Condition” means that, at any time commencing on or after twelve

months after the Effective Date, the Borrower maintains a Credit Rating of at least BBB-/Baa3

(or equivalent) from at least one Rating Agency.

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

“Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of

the Board of Governors of the Federal Reserve System (or any successor), as the same may be

modified and supplemented and in effect from time to time.

“Related Parties” means, with respect to any specified Person, such Person’s

Affiliates and the respective directors, partners, officers, employees, agents, advisors and

representatives of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means (i) with respect to a Benchmark

Replacement in respect of Loans denominated in Dollars, the Board or the NYFRB, or a

committee officially endorsed or convened by the Board or the NYFRB, or any successor

thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in

Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the

Bank of England, or any successor thereto and (iii) with respect to any Benchmark Replacement

in respect of Loans denominated in an Agreed Foreign Currency other than Pounds Sterling, (a)

the central bank for the currency in which such Benchmark Replacement is denominated or (b)

any working group or committee officially endorsed or convened by (1) the central bank for the

currency in which such Benchmark Replacement is denominated, (2) any central bank or other

supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the

administrator of such Benchmark Replacement, (3) a group of those central banks or other

supervisors or (4) the Financial Stability Board or any part thereof.

“Required Lenders” means, at any time, Lenders having Credit Exposures and

unused Commitments representing more than 50% of the sum of the total Credit Exposures and

unused Commitments at such time. The Required Lenders of a Class (which shall include the

terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders having

Credit Exposures and unused Commitments of such Class representing more than 50% of the

sum of the total Credit Exposures and unused Commitments of such Class; provided that the

Credit Exposures and unused Commitments of any Defaulting Lenders shall be disregarded in

the determination of Required Lenders to the extent provided for in Section 2.17.

“Required Payment” has the meaning assigned to such term in Section 8.13(a).

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

6.05(b).

“Resolution Authority” means an EEA Resolution Authority or, with respect to

any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any shares of any class of capital stock of the

Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other

property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such shares of capital stock of the

Borrower or any option, warrant or other right to acquire any such shares of capital stock of the

Borrower (other than any equity awards granted to employees, officers, directors and consultants

of the Borrower and its Affiliates); provided, for clarity, neither the conversion of convertible

debt into Permitted Equity Interests nor the purchase, redemption, retirement, acquisition,

cancellation or termination of convertible debt made solely with Permitted Equity Interests (other

than interest or expenses or fractional shares, which may be payable in cash) shall be a Restricted

Payment hereunder.

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

“Revaluation Date” means (a) with respect to any Loan, each of the following: (i)

each date of a Borrowing of a Eurocurrency Loan or RFR Loan denominated in an Agreed

Foreign Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an

Agreed Foreign Currency and (iii) such additional dates as the Administrative Agent shall

reasonably and in good faith determine or the Required Lenders shall reasonably and in good

faith require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of

issuance of a Letter of Credit denominated in an Agreed Foreign Currency, (ii) each date of an

amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii)

each date of any payment by the Issuing Bank under any Letter of Credit denominated in an

Agreed Foreign Currency and (iv) such additional dates as the Administrative Agent or the

Issuing Bank shall reasonably and in good faith determine or the Required Lenders shall

reasonably and in good faith require.

“Revolver Termination Date” means February 21, 2025, unless extended with the

consent of each Lender in its sole and absolute discretion.

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

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

reference to Adjusted Daily Simple RFR.

“RFR Business Day” means, for any RFR Loan denominated in (a) Pounds

Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed

for general business in London, and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a

Sunday or (iii) a day on which banks are closed for the settlement of payments and foreign

exchange transactions in Zurich, and (c) Canadian Dollars, any day except (i) a Saturday, (ii) a

Sunday or (iii) a day on which commercial banks in Toronto are authorized or required by law to

remain closed; provided that, for purposes of notice requirements in Sections 2.03(a) and 2.09(g),

in each case, such day is also a Business Day.

“RFR Rate Day” has the meaning specified in the definition of “Daily Simple

RFR”.

“RIC” means a Person qualifying for treatment as a “regulated investment

company” under Subchapter M of the Code.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., a New York

corporation, or any successor thereto.

“Sanctioned Country” means, at any time, a country, territory or region that is, or

whose government is, the subject or target of any comprehensive Sanctions (which are, as of the

date of this Agreement, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic,

the so-called Luhansk People’s Republic and the Crimea region of Ukraine).

“Sanctions” has the meaning assigned to such term in Section 3.20.

“SARON” means, with respect to any RFR Business Day, a rate per annum equal

to the Swiss Average Rate Overnight for such RFR Business Day published by the SIX Swiss

Exchange AG (or any successor administrator for the Swiss Average Rate Overnight) on the SIX

Swiss Exchange AG’s website, currently at http://www.six-group.com (or any successor source

for the Swiss Average Rate Overnight identified as such by the administrator for the Swiss

Average Rate Overnight from time to time).

“SARON Adjustment” means with respect to SARON, -0.0571% (-5.71 basis

points).

“SBA” means the United States Small Business Administration or any

Governmental Authority succeeding to any or all of the functions thereof.

“SBIC Subsidiary” means any Subsidiary of the Borrower or any other Obligor

(or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business

investment company” licensed by the SBA (or that has applied for such a license and is actively

pursuing the granting thereof by appropriate proceedings promptly instituted and diligently

conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-

owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and

(y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

(a)other than pursuant to a Permitted SBIC Guarantee or the

requirement by the SBA that the Borrower or such Obligor make an equity or capital

contribution to the SBIC Subsidiary in connection with its incurrence of SBA

Indebtedness (provided that such contribution is permitted by Section 6.03(e) or 6.03(i)

and is made substantially contemporaneously with such incurrence), no portion of the

Indebtedness or any other obligations (contingent or otherwise) of such Person (i) is

Guaranteed by the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary),

(ii) is recourse to or obligates the Borrower or any of its Subsidiaries (other than any

SBIC Subsidiary) in any way, or (iii) subjects any property of the Borrower or any of its

Subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof, other than

Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness;

(b)other than pursuant to a Permitted SBIC Guarantee, neither the

Borrower nor any of its Subsidiaries has any material contract, agreement, arrangement

or understanding with such Person other than on terms no less favorable to the Borrower

or such Subsidiary than those that might be obtained at the time from Persons that are not

Affiliates of the Borrower or such Subsidiary;

(c)neither the Borrower nor any of its Subsidiaries (other than any

SBIC Subsidiary) has any obligation to such Person to maintain or preserve its financial

condition or cause it to achieve certain levels of operating results; and

(d)such Person has not Guaranteed or become a co-borrower under,

and has not granted a security interest in any of its properties to secure, and the Equity

Interests it has issued are not pledged to secure, in each case, any indebtedness, liabilities

or obligations of any one or more of the Obligors.

Any designation by the Borrower under clause (y) above shall be effected

pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which

certificate shall include a statement to the effect that, to the best of such Financial Officer’s

knowledge, such designation complied with the foregoing conditions.

“Screen Rate” means the Term SOFR Reference Rate, the EURIBOR Screen

Rate, the Term CORRA Reference Rate and the Local Screen Rates collectively and individually

as the context may require.

“SEC” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

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

“Secured Longer-Term Indebtedness” means, as at any date, Indebtedness of the

Borrower (other than Indebtedness hereunder) (which may be Guaranteed by Subsidiary

Guarantors) that:

(a)has no amortization (other than for amortization in an amount not

greater than 1% of the aggregate initial principal amount of such Indebtedness per annum

(or an amount in excess of 1% of the aggregate initial principal amount of such

Indebtedness per annum on terms mutually agreeable to the Borrower and the Required

Lenders)) or mandatory redemption, repurchase or prepayment prior to, and a final

maturity date not earlier than, six months after the Maturity Date (it being understood that

any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a); provided that any

payment prior to the Termination Date in respect of any such obligation or right shall

only be made to the extent permitted by Section 6.12);

(b)is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuations, and events of default that are no more restrictive in any respect upon the

Borrower and its Subsidiaries, at any time that any Commitments or Loans are

outstanding hereunder (including pursuant to any maturity extensions), than those set

forth in this Agreement (other than, if such Indebtedness is governed by a customary

indenture or similar instrument, events of default that are customary in indentures or

similar instruments and that have no analogous provisions in this Agreement or credit

agreements generally) (provided that, upon the Borrower’s request, this Agreement will

be deemed to be automatically amended (and, upon the request of the Administrative

Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document

evidencing such amendment), mutatis mutandis, to make such covenants more restrictive

in this Agreement as may be necessary to meet the requirements of this clause (b)(i)) and

(ii) other terms (other than interest and any commitment or related fees) that are no more

restrictive in any material respect upon the Borrower and its Subsidiaries, at any time that

any Commitments or Loans are outstanding hereunder (including pursuant to any

maturity extensions), than those set forth in this Agreement; and

(c)ranks pari passu with the obligations under this Agreement and is

not secured by any assets of any Person other than any assets of any Obligor pursuant to

the Security Documents and the holders of which, or the agent, trustee or representative

of such holders on behalf of and for the benefit of such holders, have agreed to either

(x) be bound by the provisions of the Security Documents by executing the joinder

attached as Exhibit E to the Guarantee and Security Agreement or (y) be bound by the

provisions of the Security Documents in a manner reasonably satisfactory to the

Administrative Agent and the Collateral Agent. For the avoidance of doubt, (a) Secured

Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or

extension of any Secured Longer-Term Indebtedness so long as such refinanced,

refunded, renewed or extended Indebtedness continues to satisfy the requirements of this

definition and (b) any payment on account of Secured Longer-Term Indebtedness shall be

subject to Section 6.12.

“Secured Parties” has the meaning assigned to such term in the Guarantee and

Security Agreement.

“Security Documents” means, collectively, the Guarantee and Security

Agreement, the Custodian Agreement, the Control Agreement, all Uniform Commercial Code

financing statements filed with respect to the security interests in personal property created

pursuant to the Guarantee and Security Agreement, and all other assignments, pledge

agreements, security agreements, control agreements and other instruments executed and

delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement

or otherwise providing or relating to any collateral security for any of the Secured Obligations

under and as defined in the Guarantee and Security Agreement.

“Senior Securities” means senior securities (as such term is defined and

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

Borrower thereunder).

“Settlement-Date Basis” means that any Investment that has been purchased will

not be treated as an Eligible Portfolio Investment until such purchase has settled, and any

Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio

Investment until such sale has settled.

“Short-Term U.S. Government Securities” has the meaning assigned to such term

in Section 5.13.

“SOFR” means a rate per annum equal to the secured overnight financing rate for

such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

“SOFR Adjustment” means, for any calculation with respect to an ABR Loan or a

Term SOFR Loan, a percentage per annum as set forth as follows for the applicable Type of such

Loan and (if applicable) Interest Period therefore: (a) with respect to ABR Loans, 0.10% (10

basis points) and (b) with respect to Term SOFR Loans, 0.10% (10 basis points) for an Interest

Period of one month, 0.15% (15 basis points) for an Interest Period of three months and 0.25%

(25 basis points) for an Interest Period of six months.

“SOFR Administrator” means the NYFRB (or a successor administrator of the

secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at

http://www.newyorkfed.org, or any successor source for the secured overnight financing rate

identified as such by the SOFR Administrator from time to time.

“Solvent” means, with respect to any Obligor, that as of the date of determination,

both (i) (a) the sum of such Obligor’s debt and liabilities (including contingent liabilities) does

not exceed the present fair saleable value of such Person’s present assets, (b) such Obligor’s

capital is not unreasonably small in relation to its business as contemplated on the Effective Date

and reflected in any projections delivered to the Lenders or with respect to any transaction

contemplated or undertaken after the Effective Date, and (c) such Obligor has not incurred and

does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts

beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and

(ii) such Obligor is “solvent” within the meaning given to such term and similar terms under

applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition,

the amount of any contingent liability at any time shall be computed as the amount that, in light

of all of the facts and circumstances existing at such time, represents the amount that can

reasonably be expected to become an actual or matured liability (irrespective of whether such

contingent liabilities meet the criteria for accrual under Statement of Financial Accounting

Standard No. 5).

“SONIA” means, with respect to any RFR Business Day, a rate per annum equal

to the Sterling Overnight Index Average for such RFR Business Day published by the Bank of

England (or any successor administrator or the Sterling Overnight Index Average) on the Bank

of England’s website, currently at http://www.bankofengland.co.uk (or any successor source for

the Sterling Overnight Index Average identified as such by the administrator for the Sterling

Overnight Index Average).

“SONIA Adjustment” means with respect to SONIA, 0.0326% (3.26 basis

points).

“Specified CLO” means a Structured Subsidiary that (i) is a collateralized loan

obligation vehicle and (ii) has been designated in writing as a Specified CLO by the Borrower to

the Administrative Agent at any time prior to the Specified CLO Effective Date (which

designation shall not be revocable). For the avoidance of doubt, each Specified CLO shall be

subject to the proviso of Section 6.03(e).

“Specified CLO Effective Date” means, in respect of any Specified CLO, the

earliest of (i) the date the applicable Rating Agency has deemed such Specified CLO to be

effective, (ii) the date the collateral manager (or similar person) has elected and/or certified that

such Specified CLO has become effective and (iii) the date on which the underlying coverage,

portfolio quality or similar tests in respect of such Specified CLO become effective.

“Specified Notes” means the 2025 Notes, the 2025-2 Notes, the 2026 Notes and

the Additional Notes.

“Specified Time” means (i) in relation to a Loan in Canadian Dollars, as of 10:00

a.m., Toronto, Ontario time, (ii) in relation to a Loan in Euros, 11:00 a.m., Brussels time, (iiiii) in

relation to a Loan in AUD, as of 11:00 a.m., Sydney, Australia, (iviii) in relation to a Loan in

Swedish Krona, as of 11:00 a.m., London time, (viv) in relation to a Loan in Norwegian Krone,

11:00 a.m., London time, (viv) in relation to a Loan in New Zealand Dollars, 11:00 a.m.,

Wellington, New Zealand time, and (viivi) in relation to a Loan in Danish Krone, 11:00 a.m.,

Copenhagen, Denmark time.

“Spot Rate” for a currency means the rate determined by the Administrative

Agent or the Issuing Bank, as applicable, to be the rate quoted by the Person acting in such

capacity as the spot rate for the purchase by such Person of such currency with another currency

through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two

Business Days prior to the date as of which the foreign exchange computation is made; provided

that the Administrative Agent or the Issuing Bank may obtain such spot rate from another

financial institution designated by the Administrative Agent or Issuing Bank if the Person acting

in such capacity does not have as of the date of determination a spot buying rate for any such

currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as

of which the foreign exchange computation is made in the case of any Letter of Credit

denominated in an Agreed Foreign Currency.

“Standard Securitization Undertakings” means, collectively, (a) customary arms-

length servicing obligations (together with any related performance guarantees), (b) obligations

(together with any related performance guarantees) to refund the purchase price or grant

purchase price credits for breach of representations and warranties referred to in clause (c), and

performance guarantees) of a type that are reasonably customary in commercial loan

securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the

collectability of the assets sold or the creditworthiness of the underlying obligors and excluding

obligations that constitute credit recourse).

“Statutory Reserve Rate” means, for the Interest Period for any Eurocurrency

Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and

the denominator of which is the number one minus the arithmetic mean, taken over each day in

such Interest Period, of the aggregate of the applicable maximum reserve percentages (including

any marginal, special, emergency or supplemental reserves) expressed as a decimal established

by the Board to which the Administrative Agent is subject for eurocurrency funding (currently

referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include

those imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute

eurocurrency funding and to be subject to such reserve requirements without benefit of or credit

for proration, exemptions or offsets that may be available from time to time to any Lender under

Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted

automatically on and as of the effective date of any change in any reserve percentage.

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

in SEK, with respect to any Interest Period, the Stockholm Interbank Offered Rate administered

by the Swedish Bankers’ Association (or any other person that takes over administration of that

rate) for deposits in Swedish Krona with a term equivalent to such Interest Period as displayed

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

service that publishes such rate as shall be selected by the Administrative Agent from time to

time in its reasonable discretion (the “STIBOR Screen Rate) as of 11:00 a.m. London time two

Business Days prior to the commencement of such Interest Period. If the STIBOR Rate shall be

less than zero, the STIBOR Rate shall be deemed to be zero for purposes of this agreement.

“Stockholders’ Equity” means, at any date, the amount determined on a

consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for

the Borrower and its Subsidiaries at such date.

“Structured Finance Obligations” has the meaning assigned to such term in

Section 5.13.

“Structured Subsidiaries” means:

(a)a direct or indirect Subsidiary of the Borrower which is formed

(including prior to the Effective Date) in connection with, and which continues to exist

for the sole purpose of, obtaining and maintaining third-party financings and which

engages in no material activities other than in connection with the purchase and financing

of assets from the Obligors or any other Person, and which is designated by the Borrower

(as provided below), as a Structured Subsidiary, so long as:

(i)no portion of the Indebtedness or any other obligations

(contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor (other than

Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or

obligates any Obligor in any way other than pursuant to Standard Securitization

Undertakings or (iii) subjects any property of any Obligor (other than property that has

been contributed or sold or otherwise transferred to such Subsidiary in accordance with

the terms Section 6.03(e) or 6.03(i)), directly or indirectly, contingently or otherwise, to

the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or

any Guarantee thereof;

(ii)no Obligor has any material contract, agreement,

arrangement or understanding with such Subsidiary other than on terms no less favorable

to such Obligor than those that might be obtained at the time from Persons that are not

Affiliates of any Obligor, other than fees payable in the ordinary course of business in

connection with servicing loan assets; and

(iii)no Obligor has any obligation to maintain or preserve such

entity’s financial condition or cause such entity to achieve certain levels of operating

results; and

(b)any passive holding company that is designated by the Borrower

(as provided below) as a Structured Subsidiary, so long as:

(i)such passive holding company is the direct parent of a

Structured Subsidiary referred to in clause (a);

(ii)such passive holding company engages in no activities and

has no assets (other than in connection with the transfer of assets to and from a Structured

Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a

Structured Subsidiary referred to in clause (a)) or liabilities;

(iii)all of the Equity Interests of such passive holding company

are owned directly by an Obligor and are pledged as Collateral for the Secured

Obligations and the Collateral Agent has a first-priority perfected Lien (subject to no

other Liens other than Eligible Liens) on such Equity Interests; and

(iv)no Obligor has any obligation to maintain or preserve such

passive holding company’s financial condition or cause such entity to achieve certain

levels of operating results.

Any designation of a Structured Subsidiary by the Borrower shall be effected

pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which

certificate shall include a statement to the effect that, to the best of such Financial Officer’s

knowledge, such designation complied with each of the conditions set forth in clause (a) or (b)

above, as applicable.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of

which would be consolidated with those of the parent in the parent’s consolidated financial

statements if such financial statements were prepared in accordance with GAAP as of such date,

as well as any other corporation, limited liability company, partnership, association or other

entity (a) of which securities or other ownership interests representing more than 50% of the

equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than

50% of the general partnership interests are, as of such date, owned, controlled or held, or

(b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the

parent or by the parent and one or more subsidiaries of the parent. Anything herein to the

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

Investment held by any Obligor in the ordinary course of business and that is not, under GAAP,

consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise

specified, “Subsidiary” means a Subsidiary of the Borrower.

“Subsidiary Guarantor” means any Subsidiary that is or is required to be a

Guarantor under the Guarantee and Security Agreement. It is understood and agreed that,

subject to Section 5.08(a), no CFC, Transparent Subsidiary, Immaterial Subsidiary or Financing

Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains a CFC,

Transparent Subsidiary, Immaterial Subsidiary or Financing Subsidiary, as applicable, each as

defined and described herein.

“Supported QFC” has the meaning set forth in Section 9.18.

“Swedish Krona” and “SEK” refers to the lawful currency of Sweden.

“Swiss Francs” and “CHF” refers to the lawful currency of Switzerland.

“TARGET Day” means any day on which the TARGET2 is open.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement

Express Transfer (TARGET2) payment system (or, if such payment system ceases to be

operative, such other payment system reasonably determined by the Administrative Agent to be a

suitable replacement) for the settlement of payments in Euros.

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

“Tax Damages” has the meaning assigned to such term in Section 2.15(d).

“Taxes” means any and all present or future taxes levies, imposts, duties,

deductions, withholdings (including backup withholding), assessments, fees or other charges

imposed by any Governmental Authority, including any interest, additions to tax or penalties

applicable thereto.

“Term CORRA” means,

(a)for any calculation with respect to a Eurocurrency Loan in Canadian

Dollars for any Interest Period, 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) Business Days prior to the first day of such Interest Period, as such rate is

published by the Term CORRA Administrator; provided, however, that if as of 5:00 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

replacement of the Term CORRA Reference Rate has not occurred pursuant to Section 2.12(d),

then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the

Term CORRA Administrator on the first preceding 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 Business Day is not more than three (3) Business Days prior to such Periodic

Term CORRA Determination Day; and

(b)for any calculation with respect to a Loan with a Benchmark equal to the

Canadian Prime Rate on any day, the Term CORRA Reference Rate for a tenor of one (1) month

on the day (such day, the “Prime Rate CORRA Determination Day”) that is two (2) Business

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

however, that if as of 5:00 p.m. (Toronto time) on any Prime Rate CORRA Determination Day

the Term CORRA Reference Rate for the applicable tenor has not been published by the Term

CORRA Administrator and a replacement of the Term CORRA Reference Rate has not occurred

pursuant to Section 2.12(d), then Term CORRA will be the Term CORRA Reference Rate for

such tenor as published by the Term CORRA Administrator on the first preceding 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 Business Day is not more than three (3) Business

Days prior to such Prime Rate CORRA Determination Day.

“Term CORRA Administrator” means Candeal Benchmark Administration

Services Inc., TSX Inc. (or a successor administrator of the Term CORRA Reference Rate

selected by the Administrative Agent in its reasonable discretion).

“Term CORRA Reference Rate” means the forward-looking term rate based on

CORRA.

“Term SOFR” means,

(a)for any calculation with respect to a Term SOFR Loan, the Term SOFR

Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the

“Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business

Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR

Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic

Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not

been published by the Term SOFR Administrator and a replacement of the Term SOFR

Reference Rate has not occurred pursuant to Section 2.12(d), then Term SOFR will be the Term

SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate

for such tenor was published by the Term SOFR Administrator so long as such first preceding

U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities

Business Days prior to such Periodic Term SOFR Determination Day; and

(b)for any calculation with respect to an ABR Loan on any day, the Term

SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR

Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such

day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of

5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR

Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator

and a replacement of the Term SOFR Reference Rate has not occurred pursuant to Section

2.12(d), then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by

the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day

for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR

Administrator so long as such first preceding U.S. Government Securities Business Day is not

more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR

Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration

Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans

comprising such Borrowing.

“Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted

Term SOFR, other than pursuant to clause (d) of the definition of “Alternate Base Rate”.

“Term SOFR Reference Rate” means the forward-looking term rate based on

SOFR.

“Termination Date” means the date on which the Commitments have expired or

been terminated and the principal of and accrued interest on each Loan and all fees and other

amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full

(excluding, for the avoidance of doubt, any amount in connection with any contingent,

unasserted indemnification obligations), all Letters of Credit shall have (w) expired, (x)

terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner

acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each

case, all LC Disbursements then outstanding have been reimbursed.

“Third Party Finance Company” has the meaning assigned to such term in Section

5.13.

“Total Eligible Portfolio” has the meaning assigned to such term in Section

5.13(b).

“Transactions” means the execution, delivery and performance by the Borrower

of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the

proceeds thereof and the issuance of Letters of Credit hereunder.

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

“Transparent Subsidiary” means a Subsidiary classified as a partnership or as a

disregarded entity for U.S. federal income tax purposes directly or indirectly owned by an

Obligor that has no material assets other than Equity Interests (held directly or indirectly through

other Transparent Subsidiaries) in one or more CFCs.

“Two Largest Industry Classification Groups” means, as of any date of

determination, each of the two Industry Classification Groups that a greater portion of the Total

Eligible Portfolio has been assigned to each such Industry Classification Group pursuant to

Section 5.12(a) than any other single Industry Classification Group.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the

rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by

reference to the Adjusted Eurocurrency Rate, Adjusted Term SOFR, Adjusted Daily Simple RFR

or the Alternate Base Rate.

“Undisclosed Administration” means, in relation to a Lender or its direct or

indirect parent company, the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian or other similar official by a supervisory authority or

regulator under or based on the law in the country where such Lender or its direct or indirect

parent company is subject to home jurisdiction supervision if applicable law requires that such

appointment is not to be publicly disclosed and such appointment has not been publicly disclosed

(including, without limitation, under the Dutch Financial Supervision Act 2007 (as amended

from time to time and including any successor legislation)).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as

in effect from time to time in the State of New York.

“UK Financial Institution” means any BRRD Undertaking (as such term is

defined under the PRA Rulebook (as amended from time to time) promulgated by the United

Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA

Handbook (as amended from time to time) promulgated by the United Kingdom Financial

Conduct Authority, which includes certain credit institutions and investment firms, and certain

affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unquoted Investments” has the meaning assigned to such term in Section

5.12(b)(ii)(B).

“Unsecured Longer-Term Indebtedness” means any Indebtedness of an Obligor

that:

(a)has no amortization, or mandatory redemption, repurchase or

prepayment prior to, and a final maturity date not earlier than, six months after the

Maturity Date (it being understood that (i) the conversion features into Permitted Equity

Interests under convertible notes (as well as the triggering of such conversion and/or

settlement thereof solely with Permitted Equity Interests, except in the case of interest,

fractional shares pursuant to customary and market conversion and other provisions or

expenses (which may be payable in cash)) shall not constitute “amortization”,

“redemption”, “repurchase” or “prepayment” for the purposes of this definition and (ii)

that any amortization, mandatory redemption, repurchase or prepayment obligation or put

right that is contingent upon the happening of an event that is not certain to occur

(including, without limitation, a Change in Control or bankruptcy) shall not in and of

itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding

the foregoing, in this clause (ii), the Borrower acknowledges that any payment prior to

the Termination Date in respect of any such obligation or right shall only be made to the

extent permitted by Section 6.12)),

(b)is incurred pursuant to documentation containing (i) financial

covenants, covenants governing the borrowing base, if any, covenants regarding portfolio

valuation, and events of default that are no more restrictive in any respect upon the