January 12, 2026 THE BORROWERS LISTED ON SCHEDULE 1.01(B) as Borrowers, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, as Subsidiary Guarantors, SUMITOMO MITSUI BANKING CORPORATION as Lead Arranger and Administrative Agent, U.S. BANK TRUST...

Exhibit 10.1

January 12, 2026

THE BORROWERS LISTED ON SCHEDULE 1.01(B)

as Borrowers,

THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Subsidiary Guarantors,

SUMITOMO MITSUI BANKING CORPORATION

as Lead Arranger and Administrative Agent,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Collateral Trustee

and

the LENDERS from time to time party hereto

REVOLVING CREDIT AGREEMENT

TABLE OF CONTENTS


		Page

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.01.	Definitions		1
Section 1.02.	Related Matters		52
Section 1.03.	Rates		56
Section 1.04.	Letter of Credit Amounts		56

ARTICLE 2
AMOUNT AND TERMS OF THE CREDIT FACILITY

Section 2.01.	Loans and Letters of Credit		56
Section 2.02.	Increase in the Maximum Commitment		58
Section 2.03.	Appraisal Rights		60
Section 2.04.	Use of Proceeds		61
Section 2.05.	Interest; Fees		62
Section 2.06.	Letters of Credit		65
Section 2.07.	Notes; Payment of Obligations		73
Section 2.08.	Prepayments		74
Section 2.09.	Termination or Reduction of Commitments		75
Section 2.10.	Increased Costs; Capital Adequacy		76
Section 2.11.	Taxes		78
Section 2.12.	Compensation for Losses		83
Section 2.13.	Obligations of Lenders Several		83
Section 2.14.	Applicable Lending Office		83
Section 2.15.	Designation of a Different Lending Office		83
Section 2.16.	Ratable Sharing		84
Section 2.17.	Defaulting Lenders		84
Section 2.18.	Making or Maintaining Term Rate Loans		87
Section 2.19.	Effect of Benchmark Transition Event		88
Section 2.20.	Non-Consenting Lenders		89
Section 2.21.	Stated Maturity Date		90
Section 2.22.	Additional Borrowers		91

ARTICLE 3
CONDITIONS TO LOANS

Section 3.01.	Closing Date Conditions		91
Section 3.02.	Conditions to Borrowing		93
Section 3.03.	Post-Closing Condition		94

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Section 4.01.	Status		95
Section 4.02.	Binding obligations		95
Section 4.03.	Non-conflict with other obligations		95


Section 4.04.	Power and Authority	95
Section 4.05.	No Misleading Information	96
Section 4.06.	Reports and Financial Statements	96
Section 4.07.	No Proceedings Pending or Threatened	97
Section 4.08.	Payment of Taxes	97
Section 4.09.	No Breach of Laws	97
Section 4.10.	Liens	97
Section 4.11.	Good Title to Investments	98
Section 4.12.	Sanctions; Anti-Corruption; PATRIOT Act	98
Section 4.13.	Principal Office; Jurisdiction	98
Section 4.14.	Investment Company Act; Governmental Regulations	98
Section 4.15.	Federal Reserve Regulations; Exchange Act	98
Section 4.16.	Employee Benefit Plans	99
Section 4.17.	Ownership of Investments	99
Section 4.18.	Solvency	100

ARTICLE 5
COLLATERAL ACCOUNTS

Section 5.01.	Accounts; Use of Accounts	100
Section 5.02.	Further Assurances; Agreement to Deliver Additional Security Documents	101
Section 5.03.	Subordination	102

ARTICLE 6
AFFIRMATIVE COVENANTS

Section 6.01.	Reports and Financial Statements	102
Section 6.02.	Compliance Certificates	103
Section 6.03.	Interim Compliance Certificate	104
Section 6.04.	Borrowing Base Certificate	106
Section 6.05.	Information: miscellaneous	107
Section 6.06.	Notification	108
Section 6.07.	Restrictions	109
Section 6.08.	Authorizations	110
Section 6.09.	Compliance with laws	110
Section 6.10.	Taxation	110
Section 6.11.	Maintenance of Liens	111
Section 6.12.	Investment Proceeds	111
Section 6.13.	Access	111
Section 6.14.	Compliance with Constitutional Documents, Valuation Policy and PPM	111
Section 6.15.	ERISA Matters	112
Section 6.16.	Subsidiary Guarantors	112

ARTICLE 7
NEGATIVE COVENANTS

Section 7.01.	Merger	113
Section 7.02.	Negative Pledge	113


Section 7.03.	Financial Indebtedness	113
Section 7.04.	Distributions	113
Section 7.05.	Use of Proceeds	113
Section 7.06.	Certain Corporate Changes	114
Section 7.07.	Dispositions	114
Section 7.08.	Transactions with Affiliates	114
Section 7.09.	Constitutional Document Amendments	115
Section 7.10.	Burdensome Restrictions	116
Section 7.11.	ERISA	116
Section 7.12.	Financial Covenants	116
Section 7.13.	Rule 3a-7 Compliance	117

ARTICLE 8
EVENTS OF DEFAULT

Section 8.01.	Events of Default	117
Section 8.02.	[Reserved]	120
Section 8.03.	Other Remedies	120
Section 8.04.	Application of Proceeds	122

ARTICLE 9
THE ADMINISTRATIVE AGENT

Section 9.01.	Appointment	123
Section 9.02.	Delegation of Duties	124
Section 9.03.	Exculpatory Provisions	124
Section 9.04.	Reliance on Communications	125
Section 9.05.	Notice of Default	125
Section 9.06.	Non-Reliance on the Administrative Agent and the Lenders	126
Section 9.07.	Indemnification	126
Section 9.08.	Administrative Agent in Its Individual Capacity	127
Section 9.09.	Successor Agent	127
Section 9.10.	Reliance by the Borrowers	128
Section 9.11.	Administrative Agent May File Proofs of Claim	128
Section 9.12.	Delivery of Notices to the Lenders	129
Section 9.13.	Erroneous Payments	129

ARTICLE 10
COLLATERAL TRUSTEE

Section 10.01.	Appointment and Authorization	131
Section 10.02.	Collateral Trustee and Affiliates	132
Section 10.03.	Actions by the Collateral Trustee	132
Section 10.04.	Delegation of Duties; Consultation with Experts	133
Section 10.05.	Liability of the Collateral Trustee	133
Section 10.06.	Eligibility; Disqualification	136
Section 10.07.	Successor Collateral Trustee	137

iii



ARTICLE 11
GUARANTY

Section 11.01.	Guaranty of Payment	137
Section 11.02.	Obligation Unconditional	138
Section 11.03.	Modifications	139
Section 11.04.	Waiver of Rights	140
Section 11.05.	Reinstatement	141
Section 11.06.	Remedies	141
Section 11.07.	Subrogation	141
Section 11.08.	Inducement	142
Section 11.09.	Borrower Information	142

ARTICLE 12
MISCELLANEOUS

Section 12.01.	Notices	142
Section 12.02.	Expenses	144
Section 12.03.	Indemnity	144
Section 12.04.	Set-Off	146
Section 12.05.	Amendments and Waivers	147
Section 12.06.	Successors and Assigns; Participations	149
Section 12.07.	[Reserved]	153
Section 12.08.	Survival of Representations, Warranties and Agreements	153
Section 12.09.	No Waiver; Remedies Cumulative	153
Section 12.10.	Marshalling; Payments Set Aside	153
Section 12.11.	Severability	154
Section 12.12.	Obligations Several; Independent Nature of Lenders’ Rights	154
Section 12.13.	Headings	154
Section 12.14.	GOVERNING LAW	154
Section 12.15.	CONSENT TO JURISDICTION	154
Section 12.16.	WAIVER OF JURY TRIAL	155
Section 12.17.	Usury Savings Clause	155
Section 12.18.	Effectiveness; Counterparts	156
Section 12.19.	PATRIOT Act	156
Section 12.20.	Electronic Execution	156
Section 12.21.	No Fiduciary Duty	156
Section 12.22.	Certain ERISA Matters	157
Section 12.23.	Judgment Currency	158
Section 12.24.	Confidentiality	159
Section 12.25.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	160
Section 12.26.	General Partner acting on behalf of Limited Partnership	161

SCHEDULES


1.01(A)		Commitments; Applicable Percentage
1.01(B)		Borrowers
1.01(C)		Subsidiary Guarantors
4.10		Liens
4.13		Principal Office; Jurisdiction
4.17(A)		Investments; Eligible Investments; Excluded Investments
4.17(B)		Organizational Chart
5.02		Collateral Accounts
12.01		Notice Addresses

EXHIBITS


A		Form of Note
B-1		Form of Loan Notice
B-2		Form of Form of Request for Letter of Credit
B-3		Form of Borrowing Base Certificate
C-1		Form of Pledge and Security Agreement
C-2		Form of Ironman Pledge and Security Agreement
D		Form of Assignment Agreement
E		Forms of Tax Compliance Certificates
F		Form of Compliance Certificate
G		Form of Extension Request
H		Form of Facility Increase Request
I		Form of Borrower Joinder Agreement
J		From of Subsidiary Guarantor Joinder Agreement

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT is dated as of January 12, 2026 (including all Schedules and Exhibits hereto, together with all amendments, modifications and restatements hereof, and supplements and attachments hereto, this “Agreement”) and made:

BY AND AMONG:

1.	THE BORROWERS set forth on Schedule 1.01(B) hereto, as the same may be updated from time to time in accordance with the terms hereof (each, a “Borrower” and collectively, the “Borrowers”);

2.	THE SUBSIDIARY GUARANTORS set forth on Schedule 1.01(C) hereto, as the same may be updated from time to time in accordance with the terms hereof (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”);

3.	THE FINANCIAL INSTITUTIONS from time to time party hereto as lenders (as further defined in Section 1.01, each, a “Lender” and collectively, the “Lenders”);

4.	SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (“SMBC”), as the administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”), the Letter of Credit Issuer and the Lead Arranger; and

5.	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Trustee on behalf of the Finance Parties (in such capacity, the “Collateral Trustee”) and as Custodian;

IT IS AGREED as follows:

A.	The Borrowers have requested that the Lenders make loans and participate in letters of credit in an aggregate principal amount not exceeding the aggregate Commitment set forth herein, the proceeds of which will be used by the Borrowers for purposes set forth in Section 2.04 hereof; and

B.	The Lenders are willing to make loans and participate in letters of credit upon the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. For the purposes of this Credit Agreement, unless otherwise expressly defined, the following terms shall have the respective meanings assigned to them in this Article 1 or in the Section or recital referred to. Capitalized terms used in this Credit Agreement and not otherwise defined herein shall have the meanings given to them in the other Finance Documents.

“Accepted Cure Plan” has the meaning given to it in Section 2.08(b)(ii).

“Account Control Agreement” means, (a) for each Collateral Account that is a deposit account, a deposit account control agreement in form and substance satisfactory to the Administrative Agent, in its reasonable discretion, and (b) for each Collateral Account that is a securities account, a securities account control agreement in form and substance satisfactory to the Administrative Agent, in its reasonable discretion, in each case executed by (i) the applicable Loan Party, (ii) the Administrative Agent and, in the case of Collateral Accounts of the Ironman Subsidiaries, the Collateral Trustee and (iii) the financial institution maintaining such Collateral Account.

“Accounting Principles” means, in respect of any direct or indirect Subsidiary of AIC and each AIC Series, the generally accepted accounting principles in the jurisdiction of its incorporation or establishment which have been adopted by such entity and which, shall include GAAP for AIC and each AIC Series.

“Acquisition Strategy” means the acquisition or liquidity objectives and acquisition and/or investment limitations of AIC, as in place from time to time and described in the PPM.

“Additional Borrowers” means collectively, any person that joins this Agreement as a Borrower after the Closing Date in accordance with the terms set forth in Section 2.22.

“Additional Subsidiary Guarantors” means collectively, any person that joins this Agreement as a Subsidiary Guarantor after the Closing Date in accordance with the terms set forth in Section 6.16.

“Adjusted BB Ratio”has the meaning set forth in the Letter Agreement.

“Adjusted Cash Sweep Event” means, as of any date of determination, (a) the Adjusted BB Ratio is greater than 1.00:1.00 but less than or equal to 1.25:1.00 as of such date, (b) an Adjusted Cure Plan Event has occurred and is continuing, or (c) the Borrowers fail to comply with Section 7.12(c).

“Adjusted Cure Plan Event” means, as of any date, the Adjusted BB Ratio is greater than 1.25:1.00 but less than or equal to 1.50:1.00 as of such date.

“Administrative Agent” has the meaning given to it in the preamble, and includes any successor in such capacity appointed pursuant to Article 9 below and, thereafter, shall mean such successor.

“Advance Rate” has the meaning set forth in the Letter Agreement.

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

“Affected Lender” has the meaning given to it in Section 2.18(b).

“Affected Loans” has the meaning given to it in Section 2.18(b).

“Affiliate” or “Affiliated” means, with respect to a person, any other person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such person. For purposes of this definition, “control”, “controlled by” and “under common control” with respect to any person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of voting shares or partnership interests, or of the ability to exercise voting power whether by contract or otherwise. For the avoidance of doubt, no shareholder, unitholder, limited partner or member in AIC or any AIC Series or any other entity formed or arrangement entered into to facilitate investment by AIC or any AIC Series, directly or indirectly, (other than, for the avoidance of doubt, AIC, any AIC Series or any Subsidiary thereof), nor any Portfolio Company or portfolio company of any other Apollo managed vehicles shall be deemed to be an Affiliate of AIC or any AIC Series or any direct or indirect Subsidiaries thereof.

“Agent-Related Persons” means the Administrative Agent (including any successor administrative agent), together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, each of the (a) Administrative Agent and (b) any other Person appointed in accordance with the Finance Documents to serve in an agent or similar capacity (including, in each of clauses (a) and (b), any of their respective receivers or delegates under the Finance Documents).

“Aggregate Amounts Due” has the meaning given to it in Section 2.16.

“Aggregate Net Asset Value” means, as of any date, the sum of (a) the Net Asset Value of all Eligible Investments and (b) the Dollar Equivalent of all cash and cash equivalents on deposit in the Collateral Accounts as of such date (but excluding any cash proceeds of any Loans borrowed on such date).

“Agreement” has the meaning given to it in the preamble and includes all Schedules and Exhibits hereto, together with all amendments, modifications and restatements hereof, and supplements and attachments hereto.

“AIC” means Apollo Infrastructure Company LLC, a Delaware limited liability company.

“AIC Net Asset Value” means the net asset value of AIC, including each AIC Series, as specified in the most recent financial statements of AIC, including each AIC Series, delivered or made publicly available pursuant to Section 6.01.

“AIC Series” means, collectively, the registered series of AIC, including AIC Series I and AIC Series II.

“AIC Series I” means Apollo Infrastructure Company LLC - Series I, a registered series of AIC under Delaware law.

“AIC Series II” means Apollo Infrastructure Company LLC - Series II, a registered series of AIC under Delaware law.

“Anti-Corruption Laws” has the meaning given to it in Section 4.12.

“Apollo” means Apollo Global Management, Inc., a Delaware corporation.

“Applicable Law” means all applicable provisions of all (a) constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, intergovernmental agreements, regulations, orders, interpretations, decisions, judgments, awards and decrees of any Governmental Authority (including common law and principles of public policy) and (b) Governmental Authorizations.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) obtained by dividing such Lender’s Commitment at such time by the aggregate Commitments of all Lenders at such time (or, if the Commitments have been terminated, the percentage obtained by dividing the aggregate outstanding principal amount of Loans of that Lender by the aggregate outstanding principal amount of Loans of all Lenders); provided that for purposes of Section 2.17(a), any Defaulting Lender’s Commitments and Loans shall be disregarded in the relevant calculations. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.01(A) hereto or in the Assignment Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“Appraisal” has the meaning given to it in Section 2.03(a).

“Appraisal Valuation” has the meaning given to it in Section 2.03(b) and shall include, for the avoidance of doubt, the most recent Appraisal Valuation produced in accordance with Section 2.03(a) or Section 2.03(c), as the case may be.

“Approved Appraiser” means:

(a) Ernst & Young Global Limited;

(b) PricewaterhouseCoopers International Limited;

(d) Kroll; or

(e) such other person acceptable to the Administrative Agent, the Required Lenders and the Borrowers in their sole discretion.

“Approved Credit Rating Agency” means any of ▇▇▇▇▇, S&P, ▇▇▇▇▇’▇ or ▇▇▇▇▇.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that is distributed by means of electronic communications pursuant to Section 12.01(b).

“Approved Lending Entity” means any Lending Entity that is administered or managed by: (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment Agreement” means an agreement substantially in the form set out in Exhibit D (Form of Assignment Agreement), hereto or any other form agreed between the relevant assignor, assignee, the Borrower Representative and the Administrative Agent (each acting reasonably).

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.06(b)(iii).

“Availability” means, as of any day, an amount equal to the lesser of (a) Maximum Commitment and (b) the Borrowing Base; provided that at all times on and after the earlier to occur of the Commitment Termination Date and the Maturity Date, the Availability shall be zero.

“Availability Period” means, the period from and including the Closing Date to and including the Commitment Termination Date.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate (including Term SOFR), any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) 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.

“Bail-In Legislation” means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time.

“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 in effect on such day plus ¹⁄₂ of 1%; and

(c)

the sum of (1) the applicable Term Rate (after giving effect to any Term Rate “floor”) that would be payable on such day for a Loan bearing interest based on such Term Rate with a one-month interest period plus (2) 1.0%.

If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Term Rate for any reason, including if a Benchmark Transition Event has occurred, the Base Rate shall be determined without regard to clause (c) above until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Term Rate, the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. The Agents or the Lenders may make commercial loans or other loans at rates of interest at, above or below the Base Rate or any rate referred to in the definition thereof.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Base Rate Term SOFR Determination Date” has the meaning given to it in the definition of “Term SOFR”.

“Basel III” means, collectively, those certain agreements on capital and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring”, and “Guidance for National Authorities Operating the Countercyclical Capital Buffer”, each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and “Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools”, as published by the Basel Committee on Banking Supervision in January 2013 (as revised from time to time), and, in each case, as implemented by such ▇▇▇▇▇▇’s primary U.S. bank regulatory authority.

“BB Ratio” means, with respect to any date, the ratio of (a) the outstanding Obligations on such date to (b) the Borrowing Base as of such date.

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred for the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.19(a) hereof.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrowers as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving

or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for U.S. syndicated credit facilities denominated in the applicable currency at such time, and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less than zero (0), such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Finance Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. syndicated credit facilities.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day”, the definition of “Interest Period”, the definition of “Base Rate”, the definition of “SOFR”, the definition of “Term SOFR”, the definition of “U.S. Government Securities Business Day”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of Section 2.19, and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Borrowers) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement 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 exists, in such other manner of administration as the Administrative Agent (in consultation with the Borrowers) decides is reasonably necessary in connection with the administration of this Agreement and the other Finance Documents); provided, however, that notwithstanding anything to the contrary herein, any Benchmark Replacement Conforming Changes having a material effect on timing and amount of borrowings and payments shall require the prior written consent of the Borrowers.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to any then-current Benchmark for any applicable currency:

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness or non-compliance will be determined by reference to the most recent statement or publication referenced in such clause (c) and even such Benchmark (or any component thereof), or if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or clause (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to any then-current Benchmark for any applicable currency:

(a)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark for any currency if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Beneficial Ownership Certification” means for a “legal entity customer” (as such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership to the extent required by the Beneficial Ownership Regulation, which certification shall be substantially similar in substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers included as Appendix A to the Beneficial Ownership Regulation.

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

“Benefit Plans” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Borrower” or “Borrowers” has the meaning given to it in the preamble and includes any successor in interest thereto permitted pursuant to the terms of this Agreement and any Additional Borrowers.

“Borrower Joinder Agreement” means a joinder agreement entered into by any Additional Borrower substantially in the form of Exhibit I.

“Borrower Party” has the meaning given to it in Section 9.01(a).

“Borrower Representative” means (a) initially, AIC Holdings 1-Y, L.P., a Delaware limited partnership, or (b) any other Borrower hereunder upon written notice by the Borrowers to the Administrative Agent of such ▇▇▇▇▇▇▇▇’s appointment pursuant to Section 1.02(d) as Borrower Representative.

“Borrowing” means a disbursement made by the Lenders of any of the proceeds of the Loans made pursuant to Section 2.01(a) or the making of an L/C Borrowing pursuant hereto; “Borrowings” means the plural thereof.

“Borrowing Base” means, as of any date of determination, an amount equal to sum of the products of (a) the Net Asset Value of each Eligible Investment (as adjusted for any reduction resulting from the application of the Concentration Limits) multiplied by (b) the Advance Rate applicable to such Eligible Investment.

“Borrowing Base Certificate” means the certification and spreadsheet setting forth the calculation of the Total Outstandings and the Availability substantially in the form of Exhibit B-3.

“Business Day” means a day other than a Saturday, Sunday, other day on which commercial banks are authorized or required to close under the Applicable Laws of, or are in fact closed in, New York City or the city in which the Corporate Trust Office is located or, for purposes of determining the interest on any Loan, any other day on which the Securities Industry and Financial Market Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, as collateral for the Letter of Credit Liability, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer, as applicable, in each case which documents are hereby consented to by the Lenders.

“Cash Control Event” means (a) an Event of Default has occurred and is continuing or (b) a Default under Section 8.01(g) or (h) has occurred and is continuing.

“Cash Sweep Event” means, as of any date of determination, (a) the BB Ratio is greater than 1.00:1.00 but less than or equal to 1.25:1.00 as of such date, (b) a Cure Plan Event has occurred and is continuing, or (c) the Borrowers fail to comply with Section 7.12(c).

“Change in Law” means the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary: (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued 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 or implemented; provided, further that any change in law, regulation or other capital adequacy, reserve, special deposit or other liquidity requirements issued by any insurance regulator applicable to an insurance company or similarly situated lenders shall not constitute a “Change in Law”.

“Change of Control” means either (a) Apollo or an Affiliate thereof shall cease to Control AIC or any Loan Party, (b) AIC shall cease to Control any Loan Party, (c) a Loan Party ceases to be a consolidated subsidiary of AIC, or (d) one hundred percent (100%) of the outstanding Equity Interests of a Subsidiary Guarantor shall cease to be directly owned by a Borrower.

“Closing Date” means the date of initial funding of Loans under this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, all of the personal property in which Liens are purported to be granted to the Administrative Agent or the Collateral Trustee for the benefit of the Finance Parties pursuant to the Finance Documents as security for the Obligations.

“Collateral Accounts” means those accounts set forth on Schedule 5.02 hereto, as the same may be updated by the Loan Parties from time to time, with respect to which an Account Control Agreement is in place.

“Commitment” means:

(a)

in relation to a Lender party hereto as of the Closing Date, the amount in Dollars set forth opposite its name under the heading “Commitment” in Schedule 1.01(A) hereto and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with this Agreement (including pursuant to Section 2.02); and

(b)

in relation to any other Lender, the amount in Dollars of any Commitment transferred to it under this Agreement, made by it or assumed by it in accordance with this Agreement (including pursuant to Section 2.02),

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement.

The aggregate principal amount of the Commitments of all Lenders as of the Closing Date is $400,000,000.

“Commitment Termination Date” means the earliest to occur of (a) the Business Day following the date that is one (1) month before the Stated Maturity Date and (b) the date upon which the Administrative Agent declares the Commitments terminated after the occurrence and during the continuance of an Event of Default.

“Competitor” means (a) any private equity or investment fund, Affiliate thereof or Person whose primary business is the management of private equity funds and other types of alternative assets (including funds focused on infrastructure assets, real estate focused and mezzanine investment funds, venture capital and growth equity funds, loan origination funds, special situation funds and rescue or distressed financing funds, and any funds that acquire asset classes similar to those held by any fund described in this parenthetical), (b) any insurance company that is materially capitalized by a Person described in the foregoing clause (a), or (c) any Person who receives investment advisory or management services from a Person described in the foregoing clause (a) in connection with such Person’s acquisition or management of any interest in the credit facility established by this Agreement, excluding any commercial or investment bank; provided that any private equity or investment fund sponsored by a commercial bank or investment bank shall be deemed to be a Competitor.

“Compliance Certificate” means a certificate substantially in the form set out in Exhibit F (Form of Compliance Certificate) (or with any modifications agreed between the Administrative Agent and the Borrowers).

“Concentration Limits” means, as of any date of determination (and after giving effect to all Eligible Investments to be purchased or sold on such date), the following:

(a)

to the extent that the Dollar Equivalent of the Net Asset Value of a single Eligible Investment exceeds twelve and a half percent (12.5%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(b)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of the five largest Eligible Investments exceeds forty-five percent (45%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(c)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of the Eligible Investments in a single Sector exceeds forty-five percent (45%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(d)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of the Eligible Investments in Emerging Markets exceeds fifteen percent (15%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(e)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of the Eligible Credit Investments with respect to any single Obligor and its Affiliates exceeds twelve and a half percent (12.5%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(f)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of all Eligible Credit Investments that are Delayed Draw Loans and Revolving Loans exceeds fifty percent (50%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(g)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of all Eligible Credit Investments that are issued at a price that is less than ninety-eight percent (98%) of its stated redemption price at maturity exceeds five percent (5%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base;

(h)

to the extent that the Dollar Equivalent of the aggregate Net Asset Value of all Eligible Credit Investments that are Qualified PIK Credit Investments exceeds ten percent (10%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base; and

(i)

to the extent that the Dollar Equivalent of the Net Asset Value of all Eligible Participation Interests exceeds five percent (5%) of the Net Asset Value of all Eligible Investments, such excess shall not be included in the determination of the Borrowing Base.

“Conditions to Borrowing” means, in connection with the funding of Loans on any Funding Date, each of the conditions precedent to the obligation of the Lenders to make a Loan on a Funding Date set forth in Section 3.02.

“Confidential Information” means all information relating to the Investment Manager, AIC, the AIC Series, the Loan Parties, any general partner, management company, board of directors or manager of AIC, the AIC Series, or the Loan Parties, any Holding Vehicle, any Portfolio Company or any of their respective Affiliates or the Finance Documents of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under or the Finance Documents from (a) the Investment Manager, AIC, the AIC Series, the Borrowers, any general partner, management company, board of directors or manager of AIC, the AIC Series, or the Borrowers, any Holding Vehicle, any Portfolio Company or any of their respective Affiliates or advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any of the parties listed in the foregoing clause (a), in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Section 12.23 or in breach of another confidentiality restrictions of which it is aware; or

(ii)

is identified in writing at the time of delivery as non-confidential by the Investment Manager, AIC, the AIC Series, the Borrowers, any general partner or manager of AIC, the AIC Series, or the Borrowers, any Holding Vehicle, any Portfolio Company or any of their respective Affiliates or advisers; or

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above, or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with ▇▇▇▇▇▇ and which, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes, capital Taxes or branch profits Taxes.

“Constitutional Documents” means, in relation to any person, its constitutional documents, including its limited partnership agreement, exempted limited partnership agreement, limited liability company or operation agreement, bylaws or memorandum and articles of association, management regulations, its certificate of incorporation, formation, registration and organization, and any certificate of change of name (and any equivalent documents in its jurisdiction of incorporation), and/or continued operation and any governmental or other filing relating thereto.

“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.

“Core/Core Plus Investment” means an Eligible Equity Investment in, or an Eligible Other Credit Investment extended to, a Person that owns operational infrastructure assets with significant barriers to entry, in developed markets and have contracted or regulated cash flows with minimal exposure to any shifts in volumes and pricing across the system, and returns in respect of such Investment are derived from a combination of operational cash flows and exit proceeds, as determined by the Investment Manager in its reasonable commercial discretion.

“Corporate Trust Office” means (a) with respect to the Collateral Trustee, the corporate trust office of the Collateral Trustee located (as of the Closing Date) at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Corporate Trust/CDO Department, Ref: AIC Ironman Subsidiary—Y, LLC and AIC Ironman Subsidiary- Z, LLC, or such other address as the Collateral Trustee may designate from time to time by notice to the Borrower and the Lenders or the principal corporate trust office of any successor Collateral Trustee and (b) with respect to the Custodian, the corporate trust office of the Custodian located (as of the Closing Date) at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Corporate Trust/CDO Department, Ref: AIC Ironman Subsidiary- Y, LLC and AIC Ironman Subsidiary- Z, LLC, or such other address as the Custodian may designate from time to time by notice to the Borrower and the Lenders or the principal corporate trust office of any successor Custodian.

“Credit Investment” means any loan or debt security which represents an obligation of the relevant Obligor that is (a) sourced or originated by a Loan Party or any of its Affiliates and which a Loan Party acquires or (b) which a Loan Party originates or acquires from a third party in the ordinary course of its business; provided that, any such loan or debt security is similar to those typically made to a commercial client or syndicated, sold or participated to a commercial bank or institutional investor or other financial institution in the ordinary course of business.

“Cure Plan Event” means, as of any date, the BB Ratio is greater than 1.25:1.00 but less than or equal to 1.50:1.00 as of such date.

“Custodian” means U.S Bank National Association, or any successor thereto acting in the capacity as the “Custodian” or such other similar term or capacity pursuant to any applicable custody agreement or Account Control Agreement to which a Loan Party is a party.

“Daily SOFR” means, with respect to any day, a rate per annum equal to SOFR for the day (such day, the “Periodic Daily SOFR Determination Date”) that is two (2) U.S. Government Securities Business Days prior to the relevant date, as such rate is published by the FRBNY on the FRBNY’s website (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time); provided,

however, that if as of 5:00 p.m. (New York City time) on any Periodic Daily SOFR Determination Date, SOFR has not been published by the FRBNY (or its successor) and a Benchmark Transition Event with respect to the SOFR has not occurred (or a Benchmark Transition Event with respect to SOFR has occurred but an applicable Benchmark Replacement has not yet been implemented), then SOFR will be the rate published on the first preceding U.S. Government Securities Business Day for which SOFR was published by the FRBNY (or its successor) 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 Daily SOFR Determination Date (and, for the avoidance of doubt, if the first preceding U.S. Government Securities Business Day is more than three (3) U.S. Government Securities Business Days prior to such Periodic Daily SOFR Determination Date, then such Daily SOFR Loan shall be subject to Section 2.18(a));

provided that notwithstanding the foregoing, if Daily SOFR for any day is less than 0%, Daily SOFR shall be deemed to be 0%.

“Daily SOFR Loan” means a Loan that bears interest based on Daily SOFR.

“Debt to Capital Ratio” means, means, as of any date of determination, with respect to any Investment, the ratio (expressed as percentage) of (a) the consolidated aggregate amount of Financial Indebtedness of the Holding Vehicles that directly or indirectly own such Investment, any Equity Investment Topco relating to such Investment and its subsidiaries as of such date to (b) the sum of (i) the consolidated aggregate amount of Financial Indebtedness of the Holding Vehicles that directly or indirectly own such Investment, any Equity Investment Topco relating to such Investment and its subsidiaries as of such date and (ii) the combined shareholders’ equity of such Holding Vehicles, any such Equity Investment TopCo and its subsidiaries determined in accordance with GAAP; provided that,

(A) in the case of any debt security that is a Core/Core Plus Investment or a Value-Add Investment, (x) for purposes of calculating clause (a) above, the value of such debt security will be excluded and (y) for purposes of calculating clause (b) above, if the value of the shareholders’ equity is not known, the total capitalization will be implied based on competitor multiples or other standard valuation methodologies; and

(B) the Borrower Representative and the Administrative Agent may agree to any changes to the above calculations or an alternative metric with respect to any Investment in writing at the time such Investment is designated as an Eligible Investment.

“Debtor Relief Laws” means, collectively: (a) the Bankruptcy Code, and (b) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, provisional liquidation or similar debtor relief laws of the United States or any other applicable jurisdictions from time to time in effect.

“Default” means an Event of Default or any event or circumstance that would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing be an Event of Default.

“Default Rate” means on any day the lesser of: (a) a rate that is two percent (2.00%) per annum in excess of the interest rate (including any Margin) otherwise payable hereunder with respect to the Loans, L/C Borrowings and Letters of Credit; and (b) the Maximum Rate.

“Defaulting Lender” means any Lender that: (a) has failed to make its Applicable Percentage of any disbursement required to be made in respect of any Loan within three (3) Business Days of when due; (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless such amount is the subject of a good faith dispute; (c) has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding; (d) has notified the Borrowers, the Administrative Agent or any 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 or generally under credit agreements substantially similar to this Agreement (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder or a loan under any such other credit agreement and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied); (e) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in a manner satisfactory to the Administrative Agent or the Borrowers, each in its reasonable discretion and as applicable, that it will comply with the terms of this Agreement relating to its obligation to fund prospective Loans; or (f) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Delayed Draw Loan” means a Credit Investment that requires one or more future advances to be made by a Loan Party and which does not permit the re-borrowing of any amount previously repaid by the related Obligor; provided that, (i) such Credit Investment shall only be considered a Delayed Draw Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation and (ii) such Credit Investment shall not be considered a Delayed Draw Loan and shall be an Excluded Investment if the proceeds of borrowings for such Delayed Draw Loan are required to be used by the terms of the Underlying Instrument solely for payment of interest of funded indebtedness for borrowed money of the related Obligor owing under such Underlying Instrument.

“Depository” means (a) JPMorgan Chase Bank, N.A., (b) U.S. Bank National Association, (c) any successor to or Affiliate of either of the foregoing or (d) any other financial institution which is an Eligible Institution, in each case, in its capacity as depository or securities intermediary, as the case may be.

“Disposition”, “Disposal” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Distribution” has the meaning given to that term in Section 7.04.

“Divided Entity” means any corporation, limited liability company, limited liability partnership, limited partnership, non-profit corporation, partnership or any similar entity or organization which has been formed upon consummation of a Division.

“Division” and “Divide” means the division of any entity into two (2) or more entities pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any comparable event under a different jurisdiction’s laws).

“Dollar Equivalent” means, at any time on any date of determination: (a) with respect to any amount denominated in Dollars, such amount; and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as reasonably determined by the Administrative Agent at such time on the basis of the Spot Rate for the purchase of Dollars with such other currency.

“Dollars” and “$” mean lawful money of the United States of America.

“Economic Holdco” means, in relation to any person, a person, more than half the Economic Interests of which is beneficially owned, directly or indirectly, by the first mentioned person.

“Economic Interest” means, with respect to any person, such person’s share of one or more of the profits, losses, and distributions of another person by way of its ownership of any Equity Interest of such other person, but not including any other rights of such person, including, without limitation, any right to participate in the management or affairs of such other person, any right to approve or otherwise participate in any decision of the members or manager of such other person, any right to information concerning the business and affairs of such other person or any other general partner, manager or other management interest in such other person.

“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 and is subject to the supervision of an EEA Resolution Authority, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision of an EEA Resolution Authority with its parent.

“EEA Member Country” means any member state 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.

“Elevation Date” means, with respect to each loan in which a Participation Interest is granted to a Loan Party, the date on which the legal assignment of the loan to such Loan Party pursuant to the applicable Underlying Instrument has become effective and such Loan Party no longer holds a participation interest in such loan but instead is record owner of such loan.

“Eligible Assignee” means: (a) a Lender (other than a Defaulting Lender); (b) an Affiliate of a Lender; (c) any Person that consolidates or amalgamates with, or merges with or into, a Lender or to whom a Lender transfers of all or substantially all of its assets; (d) a Federal Reserve Bank; (e) an Approved Lending Entity; or (f) any other Person approved by the Administrative Agent and the Letter of Credit Issuer in writing (such approval not to be unreasonably withheld or delayed) and, to the extent required in Section 12.06(c)(iii) hereto, the Borrower Representative; provided that neither any Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible Assignee.

“Eligible Borrower” means any a direct or indirect wholly-owned Subsidiary of AIC or any AIC Series, that directly or indirectly holds an Investment.

“Eligible Credit Investment” means each Credit Investment (other than an Excluded Investment) (A) for which (x) the Administrative Agent has received the related Required Credit Investment Documents (other than as set forth in the following clause (y)) or (y) solely with respect to the Credit Investments owned by either of the Ironman Subsidiaries, the Collateral Trustee has received the related Required Credit Investment Documents set forth in clause (a) of the definition thereof; (B) with respect to Credit Investments acquired or originated after the Closing Date, the Borrower Representative has delivered to the Administrative Agent an Interim Compliance Certificate with respect to such Credit Investment within the time periods required by Section 6.03 and (C) that satisfies each of the following eligibility requirements (unless the Administrative Agent in its sole discretion agrees to waive any such eligibility requirement with respect to such Credit Investment), in each case, as of any date of determination, including, but not limited to, the trade date for the relevant purchase or acquisition thereof (such trade date, the “Credit Investment Trade Date”):

(a)

the acquisition of such Credit Investment will not cause any of the Loan Parties or the pool of Collateral to be required to register as an investment company under the Investment Company Act;

(b)

such Credit Investment does not constitute a Credit Investment (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (iii) the terms of which have been approved by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested matter or proceeding);

(c)

the primary Underlying Investment for such Credit Investment is (i) not a lease and (ii) is not secured primarily by real property, provided that the foregoing clause (ii) shall not apply to any Credit Investment owned by a REIT Loan Party;

(d)

such Credit Investment is in the form of and is treated as indebtedness of the related Obligor for such Obligor’s income tax purposes;

(e)

as of the date such Credit Investment is first included as part of the Collateral hereunder, such Credit Investment is not delinquent in payment after taking into account any applicable grace or cure period;

(f)

such Credit Investment and any related Underlying Investments comply in all material respects with all Applicable Laws;

(g)

such Credit Investment is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be sold to a Loan Party and to have a security interest therein granted to the Administrative Agent (or, in the case of Credit Investments owned by the Ironman Subsidiaries, the Collateral Trustee), for the benefit of the Finance Parties;

(h)

such Credit Investment, together with the Underlying Instruments related thereto, (i) is, to the knowledge of the Loan Parties following the completion of customary due diligence, in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, subject to customary bankruptcy, insolvency and equity limitations, (ii) is not subject to any litigation, dispute or offset as of its Credit Investment Trade Date or, to the knowledge of the Loan Parties, on any subsequent date, and (iii) contains provisions substantially to the effect that the Obligor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against any Loan Party or any assignee thereof except as required by law;

(i)

(i) a Loan Party has good and marketable title to, and is the sole owner of, such Credit Investment; (ii) a Loan Party has granted to the Administrative Agent (or, in the case of Credit Investments owned by the Ironman Subsidiaries, the Collateral Trustee), for the benefit of the Finance Parties, a valid security interest in such Credit Investment and related Underlying Instruments (which shall be first priority, subject to Permitted Liens); and (iii) such Credit Investment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Applicable Laws in all material respects;

(j)

such Credit Investment, and any payment made with respect to such Credit Investment, is not subject to any withholding tax unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis (subject only to customary carve-outs);

(k)

(x) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition or performance by the applicable Loan Party of such Credit Investment and (y) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the borrowing or performance by the related Obligor of such Credit Investment (unless the failure to do so could not be reasonably expected to have a material adverse effect), in each case have been duly obtained, effected or given and are in full force and effect;

(l)

such Credit Investment and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to a Loan Party, and neither the sale, transfer or assignment of such Credit Investment to a Loan Party, nor the granting of a security interest hereunder to the Administrative Agent (or, in the case of Credit Investments owned by the Ironman Subsidiaries, the Collateral Trustee), for the benefit of the Finance Parties, violates, conflicts with or contravenes in any material respect any Applicable Law or any contractual or other restriction, limitation or encumbrance binding on any Loan Party;

(m)

such Credit Investment requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary costs and expenses, with respect to the related, underlying collateral of such Credit Investment;

(n)

the Underlying Instruments for such Credit Investment do not contain a confidentiality provision that would prohibit the Administrative Agent, the Collateral Trustee or any Finance Party from obtaining all necessary information with regard to such Credit Investment, so long as the Administrative Agent, the Collateral Trustee or such Finance Party, as applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments;

(o)

such Credit Investment requires (i) periodic payments of accrued and unpaid interest in cash (other than PIK Credit Investments) and (ii) a fixed amount of principal payable in cash no later than its stated maturity; provided, that, for the avoidance of doubt no obligation which provides for or permits payments of interest on the principal amount thereof on the basis of a Structured Coupon shall be permitted under this clause (o);

(p)

if such Credit Investment is a registration-required obligation within the meaning of Section 163(f)(2) of the Code, such Credit Investment is Registered;

(q)

such Credit Investment is not (i) a Participation Interest (unless it is an Eligible Participation Interest) or (ii) a Synthetic Security;

(r)

such Credit Investment (A) is not an Equity Interest and (B) does not provide for the conversion or exchange into an Equity Interest at any time on or after the date it is included as an Eligible Credit Investment or attached with a warrant to purchase an Equity Interest;

(s)

such Credit Investment does not constitute Margin Stock;

(t)

the Obligor of which is an Eligible Obligor;

(u)

such Credit Investment is not an obligation that is the subject of an exchange or conversion offer and has not been called for redemption or tender into any other security or property that does not satisfy this definition of “Eligible Credit Investment”;

(v)

such Credit Investment is not an obligation by which its terms provide for an increase by more than 0.50% or a decrease in the per annum interest rate payable thereon solely as a function of the passage of time (other than as a result of any change in any underlying index on which such rate is based);

(w)

such Credit Investment is not a letter of credit and does not otherwise include or support a letter of credit;

(x)

such Credit Investment is not unsecured or secured exclusively by accounts receivable, inventory, machinery, equipment and fixed assets;

(y)

such Credit Investment is not a Prohibited Industry Investment;

(z)

such Credit Investment is not a Zero Coupon Obligation, chattel paper or an interest only Loan;

(aa)

the Credit Investment is (i) governed by a credit agreement or (ii) issued pursuant to an indenture or similar instrument and is offered pursuant to an offering circular or prospectus;

(bb)

the Credit Investment is in a Sector (as determined by the applicable Loan Party in its commercially reasonable discretion);

(cc)

no selection procedure adverse to the interests of any of the Lenders, the Letter of Credit Issuer or the Administrative Agent in any material respect was utilized in the selection of such Credit Investment for inclusion in the Collateral, taking into account the eligibility criteria and Concentration Limits set forth herein; and

(dd)

such Credit Investment is not a Structured Finance Obligation;

provided that, notwithstanding any clauses in the foregoing definition of “Eligible Credit Investments”, the Administrative Agent may waive any of the eligibility criteria with respect to a particular Credit Investment in writing following the written request of the Borrower Representative.

“Eligible Equity Investment” means each Equity Investment of any Borrower (including each Equity Investment of any Borrower held directly or indirectly through a Holding Vehicle) in an Eligible Obligor, including any Follow-On Investment with respect to an existing Eligible Equity Investment and, with respect to Equity Investments or Follow-On Investments in Eligible Obligors acquired or originated after the Closing Date, the Borrower Representative has delivered an Interim Compliance Certificate with respect to such Equity Investment within the time periods required by Section 6.03, but excluding any Excluded Investment.

“Eligible Institution” means (a) SMBC, (b) JPMorgan Chase Bank, N.A., (c) U.S. Bank National Association or (d) any depository institution, organized under the laws of the United States or any state, having capital and surplus in excess of $200,000,000, the deposits of which are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by law and which is subject to supervision and examination by federal or state banking authorities; provided that such institution also must have a short-term unsecured debt rating of at least P-1 from Moody’s and at least A-1 from S&P. If such depository institution publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

“Eligible Investment” means any Eligible Credit Investment and any Eligible Equity Investment.

“Eligible Obligor” means, on any date of determination, any Obligor (or guarantor, as applicable) that:

(a) is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization;

(b) is not a Governmental Authority;

(d) is not the subject of and, to the best of knowledge of the Loan Parties is not threatened with any proceeding which would result in, an Insolvency Event with respect to such Obligor and, as of the date on which such Loan becomes part of the Collateral, to the knowledge of the Loan Parties, such Obligor has not experienced a material adverse change in its condition, financial or otherwise;

(e) directly or indirectly owns physical infrastructure assets

“Eligible Other Credit Investments” means (i) Eligible Credit Investments that are PIK Credit Investments (other than Qualified PIK Credit Investments) and (ii) Eligible Credit Investments that are not First Lien Credit Investments, Second Lien Credit Investments or HoldCo Credit Investments but, in all cases, excluding any Excluded Investment.

“Eligible Participation Interest” means a Participation Interest in a loan originated by a bank or financial institution that, at the time of acquisition, or the Loan Party’s commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute an Eligible Credit Investment were it acquired directly, (ii) the seller of such interest is a lender on the loan subject to the participation, (iii) the aggregate participation in such loan granted by such seller to any one or more participants does not exceed the principal amount of the loan the seller is a lender under such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the seller holds in the loan that is the subject of the participation, (v) the entire purchase price for such participation is paid in full (without the benefit of financing from the seller or its affiliates) at the time of the Loan Party’s acquisition, (vi) the participation provides the participant all of the economic benefit and risk of the whole or part of the loan that is the subject of the loan participation and (vii) such participation is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional market participants, provided, in each case, that each such Participation Interest shall cease to constitute an “Eligible Participation Interest” for the purposes of this Agreement or any other Finance Document on the earlier of (x) its respective Elevation Date and (y) the 60th calendar day (or such later date as may be determined by the Administrative Agent in its sole and absolute discretion) following the relevant date of acquisition of such Participation Interest by a Loan Party. For the avoidance of doubt, Eligible Participation Interests shall not include any sub-participation interest in any loan.

“Emerging Markets” means any country that is not a member of the Organisation for Economic Co-operation and Development.

“Environmental Complaint” means any complaint, order, demand, citation or notice issued, or threatened in writing to be issued to any Loan Party by any Person alleging any violation of or liability under Environmental Laws, including any such violation or liability with regard to air emissions, water discharges, Releases, or disposals of Hazardous Materials, noise emissions or any other environmental or human health (as relating to the exposure to Hazardous materials) matter affecting such Loan Party or any of such Loan Party’s properties.

“Environmental Laws” means all federal, state, provincial, national, international and local laws, ordinances, regulations or statutes in force and binding relating to pollution or protection of human health (as relating to the exposure to Hazardous Materials) or the environment, including with respect to air pollution, water pollution or noise control, or the use, handling, discharge, disposal or Release of Hazardous Materials, applicable to any Loan Party, and any and all regulations promulgated under or pursuant to any such statute of any applicable Governmental Authority, including (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Re-authorization Act of 1986, 42 U.S.C. § 9601 et seq.; (b) the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq.; (c) the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended by the Clean Air Act Amendments of 1990; (d) the Clean Water Act of 1977, 33 U.S.C. § 1251 et seq.; and (e) the Toxic Substances Control Act, 15 U.S.C.A. § 2601 et seq.

“Environmental Liability” means any written claim, demand, obligation or cause of action, or any order, violation, damage (including to any Person, property or natural resources), injury, judgment, penalty or fine, cost of enforcement, cost of remedial action, cleanup or restoration or any other cost or expense whatsoever, including reasonable attorneys’ fees and disbursements, resulting from the violation or alleged violation of any Environmental Law or the imposition of any Environmental Lien or otherwise arising under any Environmental Law or resulting from any common law cause of action related to environmental protection asserted by any Person.

“Environmental Lien” means a Lien in favor of any Governmental Authority (a) under any Environmental Law or (b) for any liability or damages arising from, or costs incurred by, any Governmental Authority in response to the Release or threatened Release of any Hazardous Material.

“Equity Interests” means, with respect to any person, all (a) shares, interests, participations or other equivalents (howsoever designated) of capital stock and other equity interests of such person, including, without limitation, partnership interests, limited partnership interests or membership interests, whether common or preferred and whether voting or non-voting and (b) rights (other than debt securities convertible into capital stock or other equity interests), warrants, options or other arrangements or rights to acquire any of the foregoing.

“Equity Investment” means any common, preferred or structured equity investment made or acquired by any Borrower whether held directly or indirectly through a Subsidiary Guarantor, Holding Vehicle or any other intermediate vehicle, which, for the avoidance of doubt, shall not include any unfunded commitment in respect of an equity investment.

“Equity Investment Document” means any governing document, side letter, shareholder agreement, joint venture agreement or other contract which governs the terms and conditions of any Equity Investment held by a Loan Party or a Holding Vehicle.

“Equity Investment Obligation” means in respect of any Equity Investment held by a Loan Party or a Holding Vehicle, any payments required to be made from time to time in respect thereof by a Borrower or a Holding Vehicle, including any capital contribution obligation or other liability for which such Borrower or Holding Vehicle is obligated, including pursuant to any Equity Investment Document.

“Equity Investment TopCo” means, to the extent applicable, with respect to each Equity Investment held directly or indirectly by a Loan Party, the first direct or indirect subsidiary of a Loan Party or other entity through which a Loan Party directly or indirectly owns an Equity Investment (a) in which an entity that is not AIC, an AIC Series or a Subsidiary or Economic Holdco thereof owns an Economic Interest, Equity Interest or other investment and/or (b) that is governed by (x) a board of directors, board of managers or similar governing body in which a third party that is not an affiliate of AIC or an AIC Series or a member of management of the applicable

portfolio company has a seat or (y) a general partner that is governed by a board of directors, board of managers or similar governing body in which a third party that is not an affiliate of AIC or an AIC Series or a member of management of the applicable Equity Investment has a seat; provided that, to the extent an Equity Investment is not owned by an entity that qualifies under clauses (a) or (b), the Equity Investment Topco for such Equity Investment shall be the first direct or indirect subsidiary of such Loan Party which such Loan Party reasonably believes (in good faith) would qualify under clause (a) or clause (b) upon an investment in such Investment by an entity that is not AIC, an AIC Series or a Subsidiary or Economic Holdco thereof.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by any Governmental Authority, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (or Sections 414(m) and (o) of the Code solely for purposes of the provisions relating to Section 412 of the Code or Section 302 of ERISA).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to a Pension Plan, whether or not waived, or a failure by any Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan, (d) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan, notification of any Borrower or any ERISA Affiliate concerning the imposition of any such withdrawal liability or notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (g) the imposition of any lien or liability under Section 303(k) or Title IV of ERISA or Section 430(k) of the Code, other than liabilities for contributions to a Pension Plan in the ordinary course and liabilities for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate; or (h) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).

“Erroneous Payment” is defined in Section 9.13(a) hereof.

“Erroneous Payment Deficiency Assignment” is defined in Section 9.13(d) hereof.

“Erroneous Payment Return Deficiency” is defined in Section 9.13(d) hereof.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person), from time to time.

“Event of Default” means any event or circumstance specified as such in Section 8.01.

“Excluded Investment” means any Investment for which an Exclusion Event has occurred and is continuing and any Credit Investments that are not Eligible Credit Investments.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, capital Taxes and branch profits Taxes, in each case: (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, such Lender’s applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which: (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.15); or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11(a) or Section 2.11(c), amounts with respect to Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.11(e); or (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Exclusion Event”has the meaning set forth in the Letter Agreement.

“Extension Request” means a written request pursuant to Section 2.21 hereof substantially in the form of Exhibit G hereto to extend the Stated Maturity Date in effect at the time of such request for an additional period set forth in such Extension Request.

“Facility Increase” is defined in Section 2.02(a) hereof.

“Facility Increase Request” means the notice substantially in the form of Exhibit H hereto pursuant to which the Borrower Representative requests an increase of the Commitments in accordance with Section 2.02 hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing 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 and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average of the quotations (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, further, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Fee Letter” means (i) that certain fee letter, dated as of the date hereof, between the Administrative Agent and the Borrower Representative, setting forth certain fees payable by the Borrowers to the Administrative Agent and the Lenders in connection with the transactions contemplated by this Agreement and (ii) any fee letter entered into between any of the Loan Parties and the Collateral Trustee, setting forth certain fees payable by such Loan Parties to the Collateral Trustee in connection with the transactions contemplated by this Agreement.

“Finance Document” means this Agreement, any Note, the Security Documents, the Fee Letter, the Side Letter, each Letter of Credit Application, each Letter of Credit, each Borrower Joinder Agreement, each Subsidiary Guaranty Joinder Agreement and any other document designated as a “Finance Document” by the Administrative Agent and the Borrowers, and such other agreements and documents, and any amendments or supplements thereto or modifications thereof that are executed or delivered pursuant to the terms of this Agreement or any of the other Finance Documents and any additional documents delivered in connection with any such amendment, supplement or modification that the parties thereto agree shall constitute a “Finance Document” hereunder.

“Finance Party” means the Administrative Agent, each Lender and each Letter of Credit Issuer.

“Financial Covenants” means the covenants set forth in Section 7.12.

“Financial Indebtedness” means with respect to any Person (without duplication), (a) all obligations of such Person for borrowed money or with respect to advances of any kind held by such Person; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made; (c) all Financial Indebtedness of others secured by (or for which the holder of such Financial Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the Financial Indebtedness secured thereby has been assumed; (d) all Guaranty Obligations of such Person in respect of Financial Indebtedness of others; (e) all obligations of such Person under: (x) capital leases and (y) any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for United States federal tax purposes but is classified as an operating lease

in accordance with GAAP; (f) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof; (g) all net obligations of such Person in respect of or under Swap Contracts; and (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and instruments of a like nature or of such Person in respect of bankers’ acceptances. The Financial Indebtedness of any Person shall include the Financial Indebtedness of any partnership or unincorporated joint venture or similar entity for which such Person is legally obligated unless made non-recourse to such Person by written agreement satisfactory to the Administrative Agent, in its reasonable discretion. Notwithstanding the foregoing, Financial Indebtedness shall not include obligations and liabilities which are designated as “remote” or not shown as obligations or liabilities on the financial statements of such Person. Solely as it relates to any Borrower or any Affiliates thereof, Financial Indebtedness shall exclude any preferred equity or similar equity instruments through which AIC or any AIC Series or direct or indirect Subsidiaries thereof hold Investments or otherwise constitute Investments. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“First Lien Credit Investment” means a Credit Investment that (i) is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) that is secured by a pledge of collateral, which security interest is validly perfected and first priority (subject to Liens permitted under the related Underlying Instruments that are reasonable and customary for similar loans, and Liens accorded priority by law in favor of the United States or any state or agency thereof) under Applicable Law, (iii) the Investment Manager determines in good faith that the value of the collateral securing the Credit Investment on or about the time of origination equals or exceeds the outstanding principal balance of the Credit Investment plus the aggregate outstanding balances of all other loans and debt securities of equal or higher seniority secured by the same collateral and (iv) is not secured solely or primarily by common stock or other equity interests; provided, that, solely to the extent that the Administrative Agent has agreed in writing prior to such Credit Investment becoming an Eligible Credit Investment, the limitation set forth in this clause (iv) will not apply with respect to any such Credit Investment made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Credit Investment or any other similar type of indebtedness owing to third parties).

“Fitch” means Fitch Ratings Ltd., or any successor thereto.

“Floor” means zero (0).

“Follow-On Investment” means any direct or indirect Equity Investment related to an existing Equity Investment.

“Foreign Lender” means a Lender that is not a U.S. Person.

“FRBNY” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Letter of Credit Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit Liability other than Letter of Credit Liability as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funding Date” has the meaning given to it in Section 2.01(a).

“GAAP” means generally accepted accounting principles as in effect in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any federal, state, provincial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, a province or territory of Canada, Canada, the United Kingdom, the European Union or any other foreign entity or government (including any successor to any of the foregoing), and including, for the avoidance of doubt, the National Association of Insurance Commissioners and any state insurance regulatory authority.

“Governmental Authorization” means any permit, license, authorization, plan, directive or approval issued by, or a registration or filing with, or consent order or consent decree of or from, any Governmental Authority.

“Guaranty” has the meaning set forth in Section 11.01.

“Guaranty Obligations” means, with respect to any Person, without duplication, any recourse obligations guaranteeing any Financial Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent: (a) to purchase any such Financial Indebtedness or any property constituting security therefor; (b) to advance or provide funds or other support for the payment or purchase of such Financial Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Financial Indebtedness of such other Person; (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Financial Indebtedness of the ability of the primary obligor to make payment of such primary obligation; or (d) to otherwise assure or hold harmless the owner of such Financial Indebtedness against loss in respect thereof; provided, however, that the term “Guaranty Obligations” shall not include (i) endorsements of instruments for deposit or collection in the ordinary course of business, (ii) deposits or other obligations to secure the performance of bids, trade contracts (other than for borrowed money), (iii) contingent obligations under customary “carve outs” in non-recourse finance documentation,

including, but not limited to, environmental indemnities, guarantees of environmental indemnities and guarantees of non-recourse carve-outs which are usual and customary in like transactions involving incurrence of such obligations or liabilities made by subsidiaries of such Person, and (iv) obligations and liabilities which are designated as “remote” or not shown as obligations or liabilities on the financial statements of such Person. The amount of any Guaranty Obligation of any guaranteeing Person shall be deemed to be the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such maximum amount for which such guaranteeing Person may be liable is not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum reasonable anticipated liability in respect thereof as determined by such Person in good faith.

“Hazardous Material” means any substance, material or waste that is or becomes regulated under any Environmental Law as hazardous to public health or safety or to the environment, including (a) any substance or material designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, as amended, 33 U.S.C. § 1251 et seq., or listed pursuant to Section 307 of the Clean Water Act, as amended; (b) any substance or material defined as “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.; (c) any substance or material defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601 et seq.; (d) petroleum, petroleum products and petroleum waste materials; or (e) perfluoroalkyl and polyfluoroalkyl substances.

“HoldCo Credit Investment” means any Credit Investment that: (i) does not satisfy each requirement set forth in the definition of “First Lien Credit Investment” or the definition of “Second Lien Credit Investment”, (ii) is secured solely or primarily by the Equity Interests of its Obligor or any of such Obligor’s subsidiaries, (iii) the Obligor in respect to such Credit Investment is not an operating company and is a parent company of an operating company, and (iv) the Underlying Instruments with respect to such Credit Investment require such Credit Investment to be repaid in full upon a “change of control” of such Obligor and its subsidiaries and includes a cross-default and cross-acceleration provision in respect of any first lien secured credit facility of any of the Obligor’s subsidiaries.

“Holding Vehicle” means, solely to the extent applicable, (a) each entity that directly owns an Equity Investment TopCo and (b) all intermediate parent entities of any such entity described in clause (a), in each case of clauses (a) and (b), that are directly or indirectly owned by a Borrower. For the avoidance of doubt, no Investment, Borrower, Subsidiary Guarantor, Equity Investment TopCo or Subsidiary of an Equity Investment Topco is a Holding Vehicle for any purposes in this Agreement.

“Honor Date” has the meaning set forth in Section 2.06(c)(i).

“Increase Effective Date” is defined in Section 2.02(b) hereof.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, fees, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and out-of-pocket disbursements of outside counsel for Indemnitees), relating to or arising out of this Agreement or the other Finance Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Loans or the use or intended use of the proceeds thereof), the performance of the Indemnitees of their respective obligations hereunder or thereunder or the consummation of any transactions contemplated hereby or thereby, any enforcement of any of the Finance Documents (including any sale of, collection from, or other realization upon any of the Collateral).

“Indemnified Taxes” means: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under any Finance Document; and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning given to it in Section 12.03(a).

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, provisional liquidator, assignee, custodian, trustee, sequestrator, restructuring officer or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of thirty (30) consecutive days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, provisional liquidator, assignee, custodian, trustee, sequestrator, restructuring officer or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or (d) the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation, winding-up, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, restructuring, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Interest Payment Date” means, in respect of any Term Rate Loan, the second Business Day after the last day of each Interest Period and in the case of the final Interest Period, the Maturity Date; and, in respect of a Base Rate Loan, the last day of each March, June, September and December and the Maturity Date; provided that in each case, if any such day is not a Business Day, the relevant “Interest Payment Date” shall be deemed to be the next succeeding Business Day.

“Interest Period” means, with respect to any Term Rate Loan, the period commencing on the date of the making of such Term Rate Loan (or the last date upon which any other Loan was converted to, or continued as, such Term Rate Loan) and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) months thereafter, as the applicable Borrower may elect, or such other period as the Administrative Agent may agree in its sole and absolute discretion.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

“Interim Compliance Certificate” has the meaning set forth in Section 6.03(a).

“Investment” means a Credit Investment or an Equity Investment.

“Investment Change of Control” means, in respect of an Investment, any “change of control” or like event as defined in any indenture, agreement or instrument pursuant to which such Investment is issued or to which such Investment is subject, shall occur or exist.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investment Manager” means Apollo Manager, LLC, a Delaware limited liability company.

“Investment Proceeds” means all dividends, fees, interest and principal payments, distributions, liquidation, Disposition proceeds and other proceeds of any kind or nature on or in respect of any Investment held by a Loan Party or a Holding Vehicle including on account of the repayment, purchase, Disposition, redemption, retirement or other acquisition thereof, that have been received by a Loan Party in respect of an Investment (including any realization on a Credit Investment) and which are attributable to such Loan Party after the deduction of all (or to the extent such Investment is not 100% owned by the applicable Loan Party or the applicable Holding Vehicle, its ratable share of) the Permitted Net Amounts.

“Investment Proceeds Receipts” has the meaning given to it in Section 2.08(b)(i).

“Investment Summary” means, with respect to any Eligible Investment, a summary of such Investment, in form and substance reasonably acceptable to the Administrative Agent.

“Ironman Pledge and Security Agreement” means that certain Pledge and Security Agreement entered into on or about the Closing Date, in substantially the form of Exhibit C-2 hereto, executed by Ironman Subsidiaries party thereto granting a security interest (which shall be first priority, subject to Permitted Liens) in and to the collateral described therein to the Collateral Trustee, for the benefit of the Finance Parties.

“Ironman Subsidiaries” means AIC Ironman Subsidiary-Y, LLC, a Delaware limited liability company, and AIC Ironman Subsidiary-Z, LLC, a Delaware limited liability company.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Request for Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Letter of Credit Issuer and any Borrower or in favor of the Letter of Credit Issuer and relating to any such Letter of Credit.

“Judgment Currency” has the meaning given to it in Section 12.23(a).

“Judgment Currency Conversion Date” has the meaning given to it in Section 12.23(a).

“▇▇▇▇▇” means ▇▇▇▇▇ Bond Rating Agency or its applicable successor.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its pro rata share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Lender” means each of the persons identified as a “Lender” on the signature pages hereto and any other person that becomes a Lender party hereto pursuant to an Assignment Agreement or otherwise in accordance with the terms hereof and their respective successors and assigns, except for Section 12.20, where “Lenders” has the meaning assigned to the term therein. Any reference to “the Lender” shall refer to any or all the Lenders, as the context may require.

“Lender Register” has the meaning given to it in Section 12.06(b).

“Lending Entity” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Letter of Credit” means any letter of credit in such standard form used, which shall be subject to rules of the ISP, and issued in Dollars by the Letter of Credit Issuer from time to time pursuant to Section 2.06 hereof either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

“Letter of Credit Application” means an application and agreement for standby letter of credit by and between the Borrower Representative and the Letter of Credit Issuer in a form reasonably acceptable to the Letter of Credit Issuer (and customarily used by it in similar circumstances) and conformed to the terms of this Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, renewed, or extended; provided, however, to the extent that the terms of such Letter of Credit Application are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

“Letter of Credit Expiration Date” means the day that is the earlier of: (a) thirty (30) days prior to the Stated Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day); or (b) the date upon which Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default.

“Letter of Credit Issuer” means, for all Letters of Credit issued or to be issued, SMBC, or any Lender or Affiliate of such Lender so designated, and which accepts such designation, by the Administrative Agent and is approved by the Borrower Representative.

“Letter of Credit Liability” means the aggregate amount of the undrawn stated amount of all outstanding Letters of Credit plus the amount, if any, drawn under Letters of Credit for which the Letter of Credit Issuer, any Lender, or any one or more of them, have not yet received payment or reimbursement (in the form of a conversion of such liability to Loans, or otherwise) as required pursuant to Section 2.06 hereof, including, without limitation, all L/C Borrowings.

“Letter of Credit Sublimit” means, at any time, an amount equal to fifteen percent (15%) of the Maximum Commitment.

“Lien” means, with respect to any asset, any lien, mortgage, pledge, assignment by way of security, security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof) or any other preferential arrangement of any kind or nature whatsoever intended to assure payment of any indebtedness or other obligation.

“Liquid Investments” includes unencumbered cash and cash equivalents and broadly syndicated loans; provided that for purposes of determining the amount of Liquid Investments, the value of broadly syndicated loans that are not Eligible Investments shall be reduced by an amount equal to thirty percent (30%) of the value of such loans.

“Liquidity Forecast” means a six-month forecast of the non-discretionary unfunded commitments owing with respect to any Eligible Investments (including any Eligible Credit Investments that are Delayed Draw Loans or Revolving Loans) and share repurchases that AIC, any AIC Series or any of their subsidiaries will pay or otherwise process.

“Loan” means a loan made or to be made under this Agreement or the principal amount outstanding for the time being of that loan.

“Loan Notice” has the meaning given to it in Section 2.01(b).

“Loan Parties” means, collectively, the Borrowers and the Subsidiary Guarantors.

“Margin” means 2.95% per annum in the case of Term Rate Loans and Letter of Credit fees and 1.95% per annum in the case of Base Rate Loans (or any greater percent per annum applicable pursuant to Section 2.02).

“Margin Regulations” means Regulations U and X of the Federal Reserve Board, as amended from time to time.

“Margin Stock” means “margin stock” as defined in the Margin Regulations.

“Master Agreement” has the meaning specified in the definition of “Swap Contract”.

“Material Adverse Effect” means a material adverse effect on:

(a)

the ability of the Loan Parties (taken as a whole) to perform their obligations under the Finance Documents;

(b)

the legality, validity or enforceability or binding effect of any Finance Document or of any Lien granted or purported to be granted pursuant to any of the Finance Documents; or

(c)

the rights of or benefits available to or remedies of the Agents, the Lenders and the Letter of Credit Issuers (taken as a whole) under the Finance Documents.

“Material AIC Amendment” has the meaning given to it in Section 7.09(c).

“Material Loan Party Amendment” has the meaning given to it in Section 7.09(a).

“Material Portfolio Event” means the Net Asset Value of the Eligible Investments failing to represent more than fifty percent (50%) of the AIC Net Asset Value at any time.

“Maturity Date” means the earlier of:

(a)

the Stated Maturity Date; and

(b)

the date upon which the Administrative Agent declares the Obligations due and payable after the occurrence of an Event of Default.

“Maximum Commitment” means the aggregate amount of the Commitments as such may be (a) reduced from time to time pursuant to Section 2.08 hereof or (b) increased from time to time pursuant to Section 2.02 hereof. The Maximum Commitment as of the Closing Date is $400,000,000.

“Maximum Rate” means, on any day, the highest rate of interest (if any) permitted by Applicable Law on such day.

“Minimum Collateral Amount” means, at any time, (a) with respect to the Cash Collateralization of Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the Letter of Credit Issuer with respect to Letters of Credit outstanding at such time, (b) with respect to Cash Collateralization pursuant to Section 8.03(a), an amount equal to 103% of the aggregate outstanding amount of the Letter of Credit Liability and (c) otherwise, an amount determined by the Administrative Agent and the Letter of Credit Issuer at such time in their sole discretion, not to exceed 103% of the aggregate outstanding amount of the Letter of Credit Liability.

“Minimum Utilization Fees” means those fees set forth in Section 2.05(b)(ii).

“Minimum Utilization Rate” means (a) from the Closing Date until the date that is nine (9) months after the Closing Date, 0% per annum and (b) from and at all times after the date that is nine (9) months after the Closing Date, 2.95% per annum.

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

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability.

“Multiple Employer Plan” means a Plan that has two or more contributing sponsors (including the Borrowers or any ERISA Affiliate) at least two of which are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Asset Value” means, with respect to any Eligible Investment, the Dollar Equivalent of the net asset value of such Eligible Investment included in the Compliance Certificate or the Interim Compliance Certificate most recently delivered or required to be delivered to the Administrative Agent under this Agreement (or if applicable, the Appraisal Valuation thereof required to be delivered pursuant to Section 2.03) after giving effect to any Write-Down; provided that in the case of any Eligible Investment that is not 100% owned by a Borrower (directly or indirectly through a Subsidiary Guarantor or a Holding Vehicle), only the ratable portion(s) of the net asset value of such Eligible Investment (based on such Person’s interest therein) shall count towards the above calculation and any related calculation of the Borrowing Base, Net Asset Value or the Aggregate Net Asset Value.

“Non-Consenting Lender” means, at any time, each Lender that has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Finance Document that, pursuant to Section 11.05, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent.

“Non-Extension Notice Date” has the meaning specified in Section 2.06(b)(iii).

“Note” means a promissory note made by any Borrower in favor of a Lender evidencing the Loans made by such Lender, substantially in the form of Exhibit A hereto, as amended from time to time.

“Noteless Credit Investment” means a Credit Investment with respect to which the Underlying Instruments do not require the Obligor to execute and deliver, and the Obligor has not executed and delivered to a Loan Party, a promissory note evidencing any indebtedness created under such Credit Investment.

“Obligations” means all indebtedness, obligations and liabilities of the Loan Parties of every type and description arising under any Finance Document (or as provided therein, arising in connection therewith) due or to become due to the Finance Parties, the Custodian and the Collateral Trustee, whether for principal, interest, Unused Fees, Minimum Utilization Fees, expenses, indemnities or other amounts (including attorneys’ fees and expenses) and whether due or not due, direct or indirect (including those acquired by assumption), joint, several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether now or hereafter existing, renewed or restructured.

“Obligor” means (a) with respect to any Credit Investment, any Person or Persons (excluding the relevant Loan Party) obligated to make payments pursuant to or with respect to such Credit Investment, including any guarantor thereof, and (b) with respect to any Equity Investment, any Person or Persons that is directly or indirectly owned by a Borrower (in whole or in part), excluding any Subsidiary Guarantor or Holding Vehicle.

“Operating Agreement” means that certain Operating Agreement of AIC, dated as of October 31, 2023, by and between AIC and the Investment Manager (as may be amended, restated, supplemented or otherwise modified from time to time).

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Finance Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.11(h)).

“Outstanding Amount” means, with respect to any Loan or any L/C Borrowing on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of such Loan or L/C Borrowing occurring on such date.

“Participant” has the meaning given to it in Section 12.06(g).

“Participant Register” has the meaning given to it in Section 12.06(g).

“Participation Interest” means a participation interest (e.g., an equitable assignment or other beneficial but not record ownership of) in a loan or a commitment to make a loan that would be a Credit Investment if a Loan Party had record ownership of such loan or commitment to make a loan.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Notice” is defined in Section 9.13(b) hereof.

“Payment Recipient” is defined in Section 9.13(a) hereof.

“PBGC” means the United States Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan), other than a Multiemployer Plan, that is maintained or is contributed to by any Borrower or any ERISA Affiliate or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to have any liability) and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA.

“Periodic Term SOFR Determination Date” has the meaning given to it in the definition of “Term SOFR”.

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a)

incurred under the Finance Documents;

(b)

(i) to any collection bank incurred for the purposes of clearing and settling purchases and sales of securities or (ii) up to an aggregate amount not to exceed $3,000,000 at any one time outstanding under this clause (ii), (A) for temporary or emergency purposes, or (B) related to any foreign exchange transactions;

(c)

incurred under Swap Contracts (including in respect of any margin calls thereunder) which are entered into in the ordinary course of business and not for speculative purposes;

(d)

in respect of any unsecured intercompany Financial Indebtedness so long as so long as such Financial Indebtedness is (i) incurred pursuant to a facility solely between a Loan Party and an Affiliate thereof (a “Subordinated Unsecured Facility”) and (ii) is subordinated to the Obligations pursuant to a subordination agreement executed by the Administrative Agent, such Loan Party and such Affiliate of a Loan Party, in its capacity as a lender under a Subordinated Unsecured ▇▇▇▇▇▇▇▇.▇▇ be entered into (on or prior to the date that the Loan Party enters into such Subordinated Unsecured Facility);

(e)

any commitment or agreement to make an Investment, including any equity commitment letter or unfunded commitment owing by such Person with respect to an Investment;

(f)

any payment obligation pursuant to earn-out, purchase price adjustment or similar provisions or agreements that has not come due and has not remain unpaid for more than five (5) Business Days beyond the due date therefor; and

(g)

incurred with the prior written approval of the Administrative Agent in its sole discretion.

“Permitted Liens” means:

(a)

any Liens arising under the Finance Documents;

(b)

(i) any Liens for Taxes, assessments or charges of any Governmental Authority for claims that are not material, or are not yet due or are being contested in good faith by appropriate proceedings, and, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with the Accounting Principles and (ii) statutory Liens or bankers Liens arising in the ordinary course of business as to deposit or securities account or other funds maintained with depositary institutions or arising as a result of Applicable Law;

(c)

Liens of the Depository with respect to the Collateral Accounts held at such institution which arise as a matter of law on items in the course of collection or encumbering deposits or other similar Liens including the right of setoff;

(d)

judgment liens in respect of judgments that do not constitute an Event of Default;

(e)

any Liens arising by operation of law; provided that such liens are not yet delinquent or being contested in good faith by appropriate proceedings and not caused by default or omission on the part of any Borrower, and/or any of its respective Affiliates; or

(f)

any Lien granted with the prior written approval of the Administrative Agent (acting on the instructions of the Required Lenders); provided that no such Liens shall be senior to or pari passu with the Liens of the Agents on the Collateral.

“Permitted Management Fees and Expense Reimbursement Payments” means, without duplication, payments made by the Loan Parties of (i) the management fees and performance fees due to the Investment Manager or its Affiliate pursuant to the Operating Agreement (as calculated in accordance with the Operating Agreement) and (ii) reimbursement payments required to be paid by AIC under that certain (x) Operating Agreement and (y) Expense Support and Conditional Reimbursement Agreement, dated June 15, 2023, by and between AIC and the Investment Manager (as may be amended, restated, supplemented or otherwise modified from time to time), in each case, solely to the extent that such amounts are paid in the normal course on a non-accelerated basis.

“Permitted Net Amounts” means the following:

(a)

costs, fees, expenses related to an Investment, including, any fees, costs and expenses which have accrued in connection with the Disposition of such Investment;

(b)

amounts (if any) used to fund a reserve that the Borrowers (in good faith) have determined is reasonably required by the applicable Equity Investment Documents to be reserved in respect of potential indemnities, warranties and/or other anticipated liabilities in connection with the event giving rise to the relevant Investment Proceeds; provided that such amounts shall only be reserved (whether in whole or in part) until such time as such reserve shall be terminated or amounts released therefrom (whether in whole or in part);

(c)

amounts required to pay any Taxes relating to an Investment, including any Taxes that are owing connection with the Disposition of such Investment; and

(d)

any Equity Investment Obligations under the applicable Equity Investment Documents in respect of any Equity Investment (whether held directly or indirectly through a Holding Vehicle) solely to the extent such payments are paid in the normal course on a non-accelerated basis.

“Permitted Payments” has the meaning set forth in the Letter Agreement.

“Person” or “person” means an individual, sole proprietorship, joint venture, association, trust, estate, business trust, corporation, nonprofit corporation, partnership, limited liability company, exempted company, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization.

“PIK Credit Investment” means a Credit Investment which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Credit Investment.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), that any Borrower or any ERISA Affiliate maintains, sponsors or participates in or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability.

“Platform” means Debt Domain, Intralinks, SyndTrak or another relevant website or other information platform.

“Pledge and Security Agreement” means that certain Pledge and Security Agreement entered into on or about the Closing Date, in substantially the form of Exhibit C-1 hereto, executed by the Loan Parties (other than the Ironman Subsidiaries) party thereto granting a first priority security interest in and to the collateral described therein to the Administrative Agent, for the benefit of the Finance Parties, together with any joinders thereto pursuant to any Borrower Joinder Agreement and any Subsidiary Guarantor Joinder Agreement.

“Portfolio Company” means any privately or publicly owned enterprise (including, for the avoidance of doubt, any platform investment) or separately identifiable subpart thereof (including all person(s) and assets comprising or held by such enterprise or subpart at the time of the Investment and each successor to such person(s)) and any other asset or property in which any Borrower holds, directly or indirectly, an interest.

“PPM” means the Confidential Private Placement Memorandum of AIC and the AIC Series, as such document may be amended from time to time.

“Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty largest banks), as in effect from time to time. 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, any Lender or any Letter of Credit Issuer may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Proceeding” has the meaning given to such term in Section 4.07.

“Prohibited Industry Investment” means an Investment for which a Loan Party has actual knowledge that the relevant issuer, Portfolio Company or Obligor is directly or indirectly involved in (or for which the proceeds received by the relevant issuer, Portfolio Company or Obligor is used to finance):

(a) any of the payday loan, assault weapon, firearms manufacturing, gambling (including online or telephonic gambling, but excluding hospitality and/or resorts development or management), adult entertainment related or licensed marijuana related industries and any other industry which involves any activity that would be illegal in any jurisdiction within any of Japan, Switzerland, the United States, the Cayman Islands, Canada or the United Kingdom if it were carried out there (regardless of where the activity is actually carried out); or

(b) any industry which involves any activity which the Administrative Agent or a Lender is notified by a Governmental Authority would reasonably be expected to result in the Administrative Agent’s or such ▇▇▇▇▇▇’s involvement in any capacity in the transactions contemplated by this Agreement or any of the other Finance Documents violating any law, rule or regulation applicable to the Administrative Agent or such Lender, in each case, so long as the Administrative Agent or the applicable Lender promptly notifies the Borrower Representative of any such notice received by a Governmental Authority.

“Proposed Amendment” has the meaning given to it in Section 7.09(b).

“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.

“Qualified PIK Credit Investment” means a PIK Credit Investment which accrues interest that is required to be paid in cash pursuant to the terms of the related Underlying Instruments at an interest rate, (i) if such PIK Credit Investment is subject to a floating rate, greater than the applicable benchmark or index plus 3.50% or (ii) if such PIK Credit Investment is subject to a fixed rate, greater than 7.00%.

“Quarter Date” means March 31, June 30, September 30 and December 31 in each year.

“Recipient” means the Administrative Agent, Collateral Trustee, the Letter of Credit Issuer or any Lender or any other recipient of any payment to be made by or on account of any obligation of the Loan Party hereunder.

“Registered” means, with respect to any registration-required obligation within the meaning of Section 163(f)(2) of the Code, a debt obligation that was issued after July 18, 1984 and that is in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations.

“Regulation” or “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type which is binding or customarily complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization.

“REIT Loan Party” means each of (a) AIC REIT Holdings, LLC, a Delaware limited liability company, and (b) any other Loan Party that qualifies as a real estate investment trust under Section 856 of the Code.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment, or into or out of any real property Investment, including the air, soil, surface water or groundwater of any real property Investment.

“Relevant Compliance Report” has the meaning given to that term in Section 2.03(a)(i).

“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived by regulation.

“Request for Letter of Credit” is defined in Section 2.06(b)(i).

“Required Credit Investment Documents” means for each Credit Investment, the following documents or instruments:

(a)

unless such Credit Investment is a Noteless Credit Investment, the original executed promissory note (or, in the case of a lost note, a copy of the executed underlying promissory note accompanied by an original executed affidavit and indemnity from the applicable Loan Party to the Administrative Agent or in the case of the Ironman Subsidiaries, the Collateral Trustee (or the Custodian on its behalf)); and

(b)

(i) unless such Credit Investment is a Noteless Credit Investment, an unbroken chain of original endorsements from each prior holder of such promissory note to the applicable Loan Party, (ii) executed copies of an unbroken chain of executed assignment and assumption agreements, transfer documents or instruments relating to such Credit Investment evidencing the assignment of such Credit Investment from each prior third party owner thereof to the applicable Loan Party, (iii) an executed assignment and assumption agreement, transfer document or instrument relating to such Credit Investment evidencing the assignment of such Credit Investment to the applicable Loan Party that, to the extent required by the Underlying Instruments, is counter-signed by the applicable underlying administrative agent, (iv) a copy of a register held by the administrative agent for such Credit Investment showing that the applicable Loan Party is the lender of record with respect to such Credit Investment or (v) a copy of the executed credit or loan agreement to which the applicable Loan Party was an original signatory (which includes such Loan Party’s commitment).

“Required Cure Plan” has the meaning given to it in Section 2.08(b)(ii).

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the unused Commitments and Revolving Credit Exposure of the Lenders at such time; provided that the portion of the unused Commitments and Revolving Credit Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further that, the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender or Cash Collateralized shall be deemed to be held by the Lender that is Letter of Credit Issuer, as the case may be, in making such determination.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers, except as provided in Section 8.03(d).

“Responsible Officer” means:

(a)

with respect to each Loan Party, any director, managing director, (co-)chief executive officer, chief operating officer, president, vice president, chief financial officer, chief investment officer, chief compliance officer, general counsel, treasurer, assistant treasurer, assistant secretary or secretary of such Loan Party, general partner of such Loan Party, AIC, any AIC Series or other Person authorized hereunder or any document or instrument delivered in connection herewith. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the applicable Loan Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party; and

(b)

with respect to the Administrative Agent, any officer thereof who has responsibility with respect with respect to the administration of this Agreement and the other Finance Documents.

“Restricted Payees” means AIC, each AIC Series, the holders of the Equity Interests of AIC, each AIC Series and each Borrower and their respective Affiliates.

“Revaluation Date” means (a) the date of any Exclusion Event, (b) the last Business Day of each calendar month, and (c) each other date on which the Administrative Agent or the Borrower Representative shall reasonably request.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Loans and such ▇▇▇▇▇▇’s participation in the Letter of Credit Liability at such time.

“Revolving Loan” means any Credit Investment (other than a Delayed Draw Loan, but including funded and unfunded portions of revolving credit lines, letter of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that under the Underlying Instruments relating thereto may require one or more future advances to be made to the Obligor by a Loan Party, provided that, any such Loan will be a Revolving Loan only until all commitments by the Borrower to make advances to the Obligor thereof expire, or are terminated, or are irrevocably reduced to zero.

“S&P” means S&P Global Ratings, or any successor thereto.

“Same Day Funds” means immediately available funds.

“Sanctions” has the meaning given to it in Section 4.12.

“Sanctions Authorities” has the meaning given to it in Section 4.12.

“Second Lien Credit Investment” means a Credit Investment that (i) does not satisfy each requirement set forth in the definition of “First Lien Credit Investment”, (ii) is secured by a pledge of collateral, which security interest is validly perfected and second priority under Applicable Law (subject to Permitted Liens), (iii) is not (and is not expressly permitted by its terms to become) subordinate in right of payment to any obligation for borrowed money of the Obligor (excluding customary terms applicable to a second lien lender under customary intercreditor provisions, including such as after an event of default in connection with a first priority lien or with respect to the liquidation of the Obligor or certain specified collateral for such Credit Investment), (iv) is not secured solely or primarily by the Equity Interests of its Obligor or any of such Obligor’s Affiliates; provided, that, solely to the extent that the Administrative Agent has agreed in writing prior to such Credit Investment becoming an Eligible Credit Investment, the limitation set forth in this clause (iv) will not apply with respect to such Credit Investment made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Credit Investment or any other similar type of indebtedness owing to third parties) and (v) pursuant to an intercreditor between a Loan Party (or applicable agent) and the holder of the first priority Lien (or applicable agent) over the Underlying Investments, the amount of Financial Indebtedness secured by such first priority Lien is limited (in terms of aggregate dollar amount or percent of outstanding principal or both).

“Sector” means one of the following infrastructure sectors: (a) Digital; (b) Power & Utilities; (c) Transportation; and (d) Social.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Security Documents” means, collectively, the Account Control Agreements, the Pledge and Security Agreement, the Ironman Pledge and Security Agreement and each of the other security agreements, pledge agreements, supplements, filings, assignments and any other similar agreements, documents or instruments from time to time executed and delivered by any Loan Party creating, granting or purporting to create or ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Administrative Agent for the benefit of the Finance Parties as security for the Obligations, or in the case of Ironman Subsidiaries, a Lien in favor of the Collateral Trustee for the benefit of the Finance Parties as security for the Obligations.

“SEMS” means the U.S. Environmental Protection Agency’s Superfund Enterprise Management System.

“Side Letter” means that certain side letter dated as of the date hereof, by and among the Borrowers, the Subsidiary Guarantors and the Administrative Agent.

“SMBC” has the meaning given to it in the preamble.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the FRBNY on the FRBNY’s website (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Solvent” and “Solvency” mean, with respect to any person on any date of determination, that on such date (a) the fair salable value of the assets of such person is greater than the total amount of liabilities, including contingent liabilities, of such person, (b) the present fair salable value of the assets of such person is not less than the amount that will be required to pay the probable liability of such person on its existing debts as they become absolute and matured and (c) such person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Default” means any Event of Default arising under Section 8.01(a), (b), (c), (g), (h), (i), (l), (m), (o) or (p).

“Spot Rate” means, with respect to any currency other than Dollars on any Revaluation Date, the rate at which such currency may be exchanged into Dollars, as set forth on such Revaluation Date at approximately 11:00 a.m. on the applicable Reuters World Currency Page. In the event that such rate does not appear on the applicable Reuters World Currency Page, the Spot Rate with respect to such currency shall be determined by reference to such other publicly available service for displaying exchange rates as the Administrative Agent may determine, in its reasonable discretion; provided that if at the time of any such Revaluation Date, for any reason, no such Spot Rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate, in the exercise of its commercially reasonable discretion, to determine such rate, and such determination shall be conclusive absent manifest error.

“Stated Maturity Date” means January 12, 2029.

“Structured Coupon” means a coupon which is calculated (i) by reference to the forward movement of one or more indices, spot rates or prepayment speeds or (ii) based on the principal amount of the related obligation which principal amount is divided into separate pieces (each such separate piece is, typically, referred to as “Components”); each such Component provides for payments of interest on the principal amount of such Component at a per annum rate equal to (a) a fixed rate or (b) a floating rate (subject to any applicable floor). For the avoidance of doubt, obligations that accrue interest based upon a Structured Coupon are frequently referred to as “Combination Notes” or a similar term.

“Structured Finance Obligation” means any debt obligation secured directly by, or representing ownership of, a pool of consumer receivables, auto loans, auto leases, equipment leases, home or commercial mortgages, corporate debt or sovereign debt obligations, including collateralized bond obligations, collateralized loan obligations, mortgage-backed securities or any similar security or other asset backed security or similar investment or equipment trust certificate or trust certificate of the type generally considered to be a repackaged security.

“Subordinated Unsecured Facility” has the meaning set forth in clause (d) of the definition of “Permitted Financial Indebtedness”.

“Subsidiary” means, in relation to any person, a person:

(a)

which is controlled, directly or indirectly, by the first mentioned person;

(b)

more than half the voting power of shares of stock (or similar or equivalent instruments) of which is beneficially owned, directly or indirectly, by the first mentioned person; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned person,

and for this purpose, a person shall be treated as being controlled by another if that other person is able to direct its affairs and/or to control the composition of its board of directors or equivalent body or similarly directs its affairs.

“Subsidiary Guarantor” or “Subsidiary Guarantors” has the meaning given to it in the preamble and includes any successor in interest thereto permitted pursuant to the terms of this Agreement and any Additional Subsidiary Guarantors.

“Subsidiary Guarantor Joinder Agreement” means a joinder agreement entered into by any Additional Subsidiary Guarantor substantially in the form of Exhibit J.

“Swap Contract” means (a) any and all rate swap transactions, forward rate transactions, interest rate options, forward foreign exchange transactions, currency swap transactions, cross currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, in the case of each of clauses (a) and (b) of this definition, to the extent relating to hedging exposure to interest rates or foreign exchange.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, including, for the avoidance of doubt, after applying the amount of cash collateral or other eligible collateral provided by the applicable Borrower in accordance with the terms of such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Security” means any security or swap transaction, other than a Participation Interest, that has payments associated with either payments of interest on and/or principal of a reference obligation or the credit performance of a reference obligation.

“Tax Distributions” means (a) with respect to any Borrower that, for U.S. federal income tax purposes, is a partnership or disregarded entity for U.S. federal income tax purposes, distributions to the holder(s) of Equity Interests in such Borrower for a taxable year of such Borrower in an aggregate amount not to exceed the amount (when taken together with the amount of all prior or concurrent distributions by such Borrower to such holder(s) for such year) that is required for such holder(s) (or their direct or indirect owners, if applicable) to pay when due the Taxes imposed on them for such year attributable solely to the taxable income or gain of such Borrower for such year determined (i) using the highest effective marginal combined federal, state, provincial and local income tax rate for such year and multiplying it by such taxable income or gain of such Borrower and (ii) by taking into account any applicable limitations on deductions or expenses and the character of the applicable items of income or gain and (b) with respect to any REIT Loan Party or any Loan Party that is a direct or indirect subsidiary of any REIT Loan Party, distributions of such amounts as are necessary for such REIT Loan Party to maintain its status of a real estate investment trust in accordance with Section 856 et. seq. of the Code and to avoid any entity-level income taxes.

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

“Term Rate” means, with respect to any Loan for any Interest Period, an interest rate per annum equal to the Term SOFR Reference Rate for such Interest Period.

“Term Rate Loan” means a Loan that bears interest based on the Term Rate.

“Term SOFR” means,

(a)

for any calculation with respect to a Term Rate 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 Date”) 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 Date, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred (or a Benchmark Transition Event with respect to Term SOFR has occurred but an applicable Benchmark Replacement has not yet been implemented), 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 Date (and, for the avoidance of doubt, if the first preceding U.S. Government Securities Business Day is more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Date, then such Term Rate Loan shall be subject to Section 2.19(a)), and

(b)

for any calculation with respect to an Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one-month on the day (such day, the “Base Rate Term SOFR Determination Date”) 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 Base Rate Term SOFR Determination Date the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred (or a Benchmark Transition Event with respect to Term SOFR has

occurred but an applicable Benchmark Replacement has not yet been implemented), 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 Base Rate Term SOFR Determination Date;

provided that notwithstanding the foregoing, if Term SOFR for any Interest Period is less than 0%, Term SOFR shall be deemed to be 0%.

“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 Reference Rate” means the forward-looking term rate based on SOFR.

“Total Outstandings” means the sum of: (a) the aggregate Outstanding Amount of all Loans; and (b) the aggregate amount of the Letter of Credit Liability.

“Transaction Costs” means all fees, commissions, costs and expenses, stamp, registration and other Taxes and advisory or financing fees incurred by any Borrower (or any holding company of any Borrower) to any person in connection with the Finance Documents and/or the transactions contemplated therein.

“Transaction Security” means the Liens created or expressed to be created in favor of, or for the benefit of, the Administrative Agent pursuant to the Security Documents.

“Trust Officer” means any vice president, assistant vice president, treasurer, assistant treasurer, trust officer, associate or any other officer of the Collateral Trustee who shall have direct responsibility for the administration of this Agreement or to whom any corporate trust matter is referred within the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject.

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“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.

“Unadjusted Benchmark Replacement” means, with respect to a given Benchmark Replacement, such Benchmark Replacement excluding the Benchmark Replacement Adjustment for such Benchmark Replacement.

“Underlying Instruments” means, with respect to any Credit Investment, the loan agreement, credit agreement, indenture or other similar agreement, pursuant to which a Credit Investment (or if such Credit Investment is a Participation Interest, the relevant loan relating thereto) has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Credit Investment or of which the holders of such Credit Investment are the beneficiaries.

“Underlying Investments” means, with respect to a Credit Investment, any property or other assets designated and pledged as collateral to secure repayment of such Credit Investment, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property or other assets.

“Unreimbursed Amount” has the meaning set forth in Section 2.06(c)(i).

“Unused Amount” means, as of any date of determination:

(a) for the period from the Closing Date through (and including) the date that is nine (9) months after the Closing Date, the greater of (x) the amount by which (i) the aggregate Commitments during such period exceed (ii) the average Total Outstandings during such period and (y) zero (0); and

(b) for at all times after the date that is nine (9) months after the Closing Date, the lesser of (x) the product of fifty percent (50%) of the aggregate Commitments during such period and (y) the greater of (i) the amount by which (1) the aggregate Commitments during such period exceed (2) the average Total Outstandings during such period and (ii) zero (0).

“Unused Fees” means those fees set forth in Section 2.05(b)(i).

“Unused Rate” means 0.50% per annum.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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

“U.S. Tax Compliance Certificate” has the meaning given to it in Section 2.11(e)(i)(B)(3).

“Valuation Policy” means the Valuation Policy of AIC and the Investment Manager, effective October 27, 2023, as amended from time to time, delivered to the Administrative Agent on or prior to the Closing Date, as such document may be amended from time to time in accordance with the terms hereof.

“Value-Add Investment” means an Eligible Equity Investment in, or an Eligible Other Credit Investment extended to, a Person that owns infrastructure assets requiring some enhancement or optimization with returns in respect of such investment derived from execution of a value creation plan and exit proceeds, with potential for additional return from operational cash flow, as determined by the Investment Manager in its reasonable commercial discretion.

“Withholding Agent” means any Borrower and the Administrative Agent.

“Write-down and Conversion Powers” means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to the UK Bail-In Legislation:

(i)

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

“Zero Coupon Obligation” means a debt obligation that does not bear interest for all or part of the period that it is outstanding or that provides for periodic payments in cash less frequently than quarterly or that pays interest only at its stated maturity.

Section 1.02. Related Matters.

(a) Construction.

(i) Unless a contrary indication appears any reference in this Agreement to:

(A) any person acting in any particular capacity shall, unless otherwise specified, include references to such person’s successors and permitted assigns in such capacity;

(B) a document in “agreed form” is a document which is agreed in writing by or on behalf of the Borrower Representative and the Administrative Agent;

(D) “guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(E) “including” shall be construed as a reference to “including without limitation”, so that any list of items or matters appearing after the word “including” shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word “including”;

(F) a provision of law is a reference to that provision as amended or re-enacted;

(G) any definition of or reference to any agreement, instrument or other document (including any Constitutional Document) is to be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Finance Document);

(H) any law (or any part thereof) include any rules and regulations promulgated thereunder (or with respect to such part) by the relevant Governmental Authority, as amended, modified, supplemented, replaced or otherwise modified from time to time;

(I) a time of day is a reference to New York time;

(J) the plural includes the singular, the singular includes the plural; and

(K) the words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole (including the preamble, the Schedules and the Exhibits) and not to any particular provision of this Agreement. Article, section, subsection, exhibit, schedule and preamble references in this Agreement are to this Agreement.

(ii) Section, Clause and Schedule headings are for ease of reference only.

(iii) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(iv) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(v) No personal liability shall attach to any director, manager, officer, authorized signatory or employee of any Borrower save in the case of fraud in which case liability (if any) will be determined in accordance with Applicable Law.

(vi) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(A) any replacement page of that information service which displays that rate;

(B) the appropriate page of such other information service which displays that rate from time to time in place of that information service; and

(C) if such page or service ceases to be available shall include any other page or service displaying that rate specified by the Administrative Agent after consultation with the Borrower Representative.

(b) Determination. Any determination or calculation contemplated by this Agreement that is made by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or any Lender shall be final and conclusive and binding upon the Borrowers in the absence of manifest error. References in this Agreement to any “determination” by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or any Lender include good faith estimates by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or such Lender (in the case of quantitative determinations), and good faith beliefs by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or such Lender (in the case of qualitative determinations).

(c) Other Terms and Determinations. Unless otherwise specified herein (and whether or not expressly stated), (i) all non-capitalized terms defined in Article 8 or 9 of the Uniform Commercial Code, as in effect in the State of New York from time to time, are used herein as so defined and (ii) all accounting terms not specifically defined but used herein shall be construed and interpreted, all accounting determinations hereunder shall be made, and all financial calculations (including financial ratios) and statements required to be delivered hereunder shall be prepared in accordance with the Accounting Principles as in effect from time to time, applied on a basis consistent with the audited financial statements referred to in Section 6.01.

(d) Pro Forma Calculations. Any reference to the Net Asset Value, the Borrowing Base or Aggregate Net Asset Value being calculated on a pro forma basis will be calculated based on the most recently delivered Compliance Certificate, Interim Compliance Certificate, Borrowing Base Certificate or Appraisal Valuation (if applicable) pro forma for the matters specified herein. For purposes of giving pro forma effect to the transaction giving rise to Investment Proceeds Receipts in Section 2.08(b)(i) on any date, pro forma effect shall be given to (1) the transaction giving rise to the applicable Investment Proceeds Receipts, (2) any deductions from Investment Proceeds pursuant to clauses (a), (b) or (c) of the definition thereof and (3) the application of such Investment Proceeds Receipts to the prepayment and/or Cash Collateralization of the Total Outstandings in accordance with Section 2.08(b) on such date.

(e) Joint and Several Liability; Postponement of Subrogation.

(i) Notwithstanding any other provision of the Finance Documents, all Obligations (and any other obligations) of Borrowers hereunder and under the other Finance Documents shall be joint and several and, as such, each Borrower shall be liable for all of such obligations of each other Borrower under this Agreement and the other Finance Documents. To the fullest extent permitted by law, the liability of each Borrower for the obligations under this Agreement and the other Finance Documents of the other applicable Borrowers with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to (x) the validity or enforceability of this Agreement or any other Finance Document, any of the obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Finance Party, (y) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of any of the Finance Documents) which may at any time be available to or be asserted by such

other applicable Borrower or any person against any Finance Party or (z) any other circumstance whatsoever (with or without notice to or knowledge of such other applicable Borrower or such Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of such other applicable Borrower for the obligations hereunder or under any other Finance Document, or of such Borrower under this Section 1.02(e) in bankruptcy or in any other instance (other than the defense of payment).

(ii) If an Event of Default has occurred and is continuing, each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Agreement, by any payments made hereunder or otherwise, until the prior payment in full in cash of all Obligations (other than contingent obligations for which no claim has been asserted) under the Finance Document and the termination or expiration of all Commitments. If an Event of Default has occurred and is continuing, any amount paid to any Borrower on account of any such subrogation rights prior to the payment in full in cash of all of the obligations hereunder and under any other Finance Document (other than contingent obligations for which no claim has been asserted) and the termination or expiration of all Commitments shall be held in trust for the benefit of the applicable Finance Parties and shall immediately be paid to the Administrative Agent for the benefit of the applicable Finance Parties and credited and applied against the obligations of the applicable Borrowers, whether matured or unmatured, in such order as the Administrative Agent shall elect. If an Event of Default has occurred and is continuing, in furtherance of the foregoing, for so long as any obligations of any Borrower hereunder or any Commitments remain outstanding hereunder (other than contingent obligations for which no claim has been asserted) or under any other Finance Document, each Borrower shall refrain from taking any action or commencing any proceeding against any other Borrower (or any of its successors or assigns) to recover any amounts in respect of payments made in respect of the obligations hereunder or under any other Finance Document of such other Borrower to any Finance Party.

(f) Appointment of Borrower Representative. The Borrower Representative shall act as representative for each Borrower. The Borrower Representative will be acting as agent, attorney-in-fact and representative on each Borrower’s behalf for the purposes of issuing Loan Notices, requests for Letters of Credit or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Finance Documents, executing certain Finance Documents and taking all other actions (including in respect of compliance with covenants and certifications) on behalf of Borrowers under the Finance Documents. The Borrower Representative ▇▇▇▇▇▇ accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such person and shall be binding upon and enforceable against such person to the same extent as if the same had been made directly by such person.

Section 1.03. Rates. Except as expressly provided in this Agreement, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, Term SOFR Reference Rate, Term SOFR or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, Term SOFR Reference Rate, Term SOFR or any other Benchmark, prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to any Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Term SOFR Reference Rate, Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have, in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction, no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.04. Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Issuer Documents related thereto, whether or not such maximum face amount is in effect at such time.

ARTICLE 2

AMOUNT AND TERMS OF THE CREDIT FACILITY

Section 2.01. Loans and Letters of Credit.

(a) Loans. Subject to the terms and conditions herein set forth, each Lender severally agrees, on any Business Day, during the Availability Period (each such date, a “Funding Date”), to make Loans in Dollars to the Borrowers and to participate in Letters of Credit issued by a Letter of Credit Issuer for the account of a Borrower at any time and from time to time in an aggregate amount at any one time outstanding up to such ▇▇▇▇▇▇’s Commitment at any such time; provided that after making any such Loans: (a) such Lender’s Applicable Percentage of the Total Outstandings would not exceed such ▇▇▇▇▇▇’s Commitment; (b) the Letter of Credit Liability would not exceed the Letter of Credit Sublimit; and (c) the Total Outstandings would not exceed the Availability. The obligations of each Lender hereunder shall be several and not joint; provided that the failure of any Lender to advance the proceeds of its Applicable Percentage of any Loan required to be advanced hereunder shall not relieve any other Lender of its obligation to advance the proceeds of its Applicable Percentage of any Loan required to be advanced hereunder. ▇▇▇▇▇▇▇ borrowed and repaid hereunder may be reborrowed. Notwithstanding anything to the contrary in this Agreement, interest on the Loans (if and when funded) shall commence to accrue from the applicable Funding Date thereof.

(b) Loan Notice. The Borrowers shall request the Loans by delivery of an irrevocable written loan notice (the “Loan Notice”) to the Administrative Agent (with a copy to the Collateral Trustee) signed by a Responsible Officer of the Borrower Representative in the form of Exhibit B-1 hereto, specifying (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the applicable Borrower(s), (iii) the amount of Loans to be borrowed, (iv) the type of Borrowing and corresponding Interest Period (if applicable), (v) the wire instructions of the account(s) of the applicable Borrower(s) to which funds are to be disbursed and (vi) the then-current principal amount outstanding in respect of each Subordinated Unsecured Facility. Each such Loan Notice must be received by the Administrative Agent not later than (x) in the case of a Term Rate Loan, 10:00 a.m. (New York City time) two (2) Business Days prior to the requested Funding Date and (y) in the case of a Base Rate Loan, 10:00 a.m. (New York City time) on the requested Funding Date, of such Loans (or such shorter period as may be agreed to by the Administrative Agent with the consent of each Lender). Following receipt of a Loan Notice, the Administrative Agent shall reasonably promptly notify each Lender of the principal amount of the Loans to be made and the amount of its respective Applicable Percentage of the applicable Loans that it will be obligated to fund on such Funding Date.

(c) Funding. On each Funding Date, not later than 2:00 p.m. (New York City time), each Lender shall make available to the Administrative Agent its ratable portion of the Loans requested under clause (b) above by wire transfer in Same Day Funds in Dollars at the office designated by the Administrative Agent. Upon satisfaction of the applicable conditions set forth in Article 3 as determined by the Administrative Agent in its sole discretion, the Administrative Agent shall promptly deposit such proceeds in Same Day Funds in Dollars in the account specified in the applicable Loan Notice. If a funding does not occur on a Funding Date because any condition precedent to such requested borrowing herein specified has not been met or not all Lenders have made their respective Loans on such date, then the Administrative Agent shall return any amounts received to the respective Lenders without interest.

(d) Availability of Funds; Funding by ▇▇▇▇▇▇▇; Presumption by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to each Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such ▇▇▇▇▇▇’s Loan requested on each Funding Date, the Administrative Agent may assume that such ▇▇▇▇▇▇ has made or will make such amount available to the Administrative Agent on each Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on each Funding Date. If the Administrative Agent has made such corresponding amount available to the Borrowers but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, then the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from each Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three

(3) Business Days and thereafter at the Term Rate plus the Margin. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Representative and the Borrowers shall, on or prior to the next Interest Payment Date, pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from the relevant Funding Date until the date such amount is paid to the Administrative Agent, at the interest rate otherwise payable hereunder. If (a) the Administrative Agent declines to make a requested amount available to the Borrowers until such time as all applicable Lenders have made payment to the Administrative Agent, (b) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (c) such Lender’s failure results in the Administrative Agent failing to make a corresponding amount available to the Borrowers on a Funding Date, then such Lender shall not receive interest hereunder with respect to the requested amount of such ▇▇▇▇▇▇’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by the Borrowers through and including the time of such Borrower’s receipt of the requested amount and the Borrowers shall have no obligation to pay interest to such Lender on any amounts not so advanced. Nothing in this Section 2.01(d) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.01(d) shall be conclusive, absent manifest error.

Section 2.02. Increase in the Maximum Commitment.

(a) Request for Increase. Provided no Default, Event of Default, Cash Sweep Event or Cure Plan Event has occurred and is continuing, and subject to compliance with the terms of this Section 2.02, upon delivery to the Administrative Agent (with a copy to the Collateral Trustee) by the Borrower Representative of a Facility Increase Request, the Borrowers may request a permanent increase of the Maximum Commitment. Such permanent increases may be effected in one or more requested increases, in minimum increments of $25,000,000 (or such other amount as agreed by the Administrative Agent) (each such increase, shall be referred to herein as a “Facility Increase”).

(b) Effective Date. The Administrative Agent and the Borrower Representative shall determine the effective date of any Facility Increase (the “Increase Effective Date”). Provided that the Facility Increase is to occur, the Administrative Agent shall promptly notify the Borrower Representative and the Lenders (with a copy to the Collateral Trustee) of the Increase Effective Date.

(i) no later than thirty (30) calendar days prior to the date of such increase (or such shorter period as agreed by the Administrative Agent in its sole discretion), the Borrower Representative shall deliver to the Administrative Agent a Facility Increase Request signed by a Responsible Officer of the Borrower Representative certifying and attaching the resolutions adopted by or on behalf of the Borrowers approving or consenting to such increase;

(ii) on or prior to the proposed date of such Facility Increase, the Borrowers shall pay to the Administrative Agent, to the extent invoiced at least two (2) Business Days prior to the required payment date, all fees due and owing in connection with such Facility Increase;

(iii) on the Increase Effective Date, (A) any existing Lender or Lenders agree(s) to increase its Commitment to support the Facility Increase, in its sole discretion, and/or (B) any additional Lender or Lenders shall have joined as a party to this Agreement in accordance with and subject to the restrictions contained in, and consents required by, Section 2.20 or Section 12.06 hereof, and the aggregate Commitment of such increasing and additional Lenders shall be at least equal to the amount of such Facility Increase;

(iv) no Default, Event of Default, Cash Sweep Event or Cure Plan Event shall have occurred or be continuing as of the Increase Effective Date;

(v) all of the representations and warranties of the Borrowers contained in Article 4 and in any other Finance Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Increase Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(vi) the Borrowers shall be in compliance with the Financial Covenants before and after giving effect to such Facility Increase on a pro forma basis taking into account any borrowings, prepayments and/or repayments of the Loans made or to be made on or prior to the relevant Increase Effective Date and taking into account any use of proceeds of the Loans;

(vii) on the Increase Effective Date, the Total Outstandings shall not exceed the Borrowing Base; and

(viii) for the avoidance of doubt, such increases provided under this Section 2.02 may be provided by existing Lender(s) on a non-ratable basis.

(d) Reallocation Following Facility Increase. On any Increase Effective Date with respect to any Facility Increase pursuant to this Section 2.02 (whether pursuant to a new Lender joining this Agreement or an existing Lender increasing its Commitment), the Administrative Agent will reallocate the outstanding Loans and participations in Letters of Credit hereunder such that, after giving effect thereto, the ratio of each Lender’s (including each new or increasing Lender’s) share of the outstanding Loans and participations in Letters of Credit is in the same proportion as that of such ▇▇▇▇▇▇’s individual Commitment over the total Commitments. For

the avoidance of doubt, such reallocation may require the reallocation of Loans and participations in Letters of Credit from an existing Lender to a new or increasing Lender. In connection with any such reallocation of the outstanding Loans and participations in Letters of Credit, (i) the Administrative Agent will give advance notice sufficient to comply with the applicable timing period in Section 2.01 to each Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) the applicable Lender or Lenders will fund such amounts up to their respective shares of the Loans being reallocated and the Administrative Agent shall remit to any applicable Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Loans.

Section 2.03. Appraisal Rights.

(a) The Administrative Agent shall have the right from time to time to engage an Approved Appraiser to recalculate the Net Asset Value of any one or more of the Eligible Investments (each such valuation, an “Appraisal”) subject to the following terms and conditions:

(i) the Administrative Agent may only exercise its rights under this Section 2.03 if the Administrative Agent reasonably believes that the Net Asset Value of any such Eligible Investments is materially less than the Net Asset Value stated in the Compliance Certificate or the Interim Compliance Certificate most recently delivered to the Administrative Agent in accordance with this Agreement (the “Relevant Compliance Report”); and

(ii) the Administrative Agent must notify the Borrower Representative in writing of its intention to exercise its rights under this Section 2.03 within ten (10) Business Days after its receipt of the Relevant Compliance Report.

(b) Within twenty (20) Business Days of any request by the Administrative Agent for an Appraisal pursuant to clause (a)(ii) above, the Borrowers shall use their commercially reasonable efforts to cause the Approved Appraiser to issue a report setting forth the Net Asset Value of the Eligible Investments subject to such Appraisal (an “Appraisal Valuation”). If such Appraisal Valuation results in a decrease of the Net Asset Value of an Eligible Investment subject to such Appraisal by five percent (5%) or more, such Appraisal Valuation shall be binding for all purposes of this Agreement until the Administrative Agent receives a new Appraisal Valuation in accordance with clause (c) hereof or a Compliance Certificate in accordance with this Agreement (which, for the avoidance of doubt, shall account for the Appraisal Valuation).

(c) Following its receipt of the Appraisal Valuation, the Borrowers may notify the Administrative Agent and the Approved Appraiser in writing if they disagree with such Appraisal Valuation within ten (10) Business Days after its receipt of the Appraisal Valuation, in which case the Borrowers shall use their commercially reasonable efforts to cause the Approved Appraiser to issue a final report setting forth an updated Appraisal Valuation within ten (10) Business Days of such notice. If such Appraisal Valuation results in a decrease of the Net Asset Value of an Eligible Investment subject to such Appraisal by five percent (5%) or more, such Appraisal Valuation shall be binding for all purposes of this Agreement until the Administrative Agent receives a new Compliance Certificate in accordance with this Agreement (which, for the avoidance of doubt, shall account for the Appraisal Valuation).

(d) The Borrowers shall provide the Approved Appraiser with information relating to the Relevant Compliance Report promptly upon request. The Administrative Agent may exercise its rights under this Section 2.03 twice in any calendar year and, if such Appraisal Valuation results in a decrease of the Net Asset Value of the Eligible Investments by five percent (5%) or more, then the Administrative Agent’s exercise of rights to obtain such Appraisal shall not count against the limitation on the Administrative Agent’s rights set forth in this Section 2.03(d). The Borrowers shall pay the costs and expenses of the Approved Appraiser in connection with the Appraisal Valuation that results in a decrease of the Net Asset Value of an Eligible Investment subject to such Appraisal by five percent (5%) or more and the Administrative Agent shall pay the costs and expenses of the Approved Appraiser in connection with the Appraisal Valuation that does not result in a decrease of the Net Asset Value of an Eligible Investment subject to such Appraisal by five percent (5%) or more.

Section 2.04. Use of Proceeds.

(a) The Borrowers shall use amounts borrowed by it under this Agreement and the Letters of Credit only towards purposes permitted by Constitutional Documents of the Borrowers, AIC and the AIC Series and the PPM, including, but not limited to financing or refinancing, directly or indirectly, in whole or in part:

(i) the liquidity needs of Investments (including, without limitation, financing for Follow-on Investments, refinancing or purchasing of third-party indebtedness) together with all fees, costs and expenses in connection therewith;

(ii) purchasing any indebtedness of or relating to any Investment together with all fees, costs and expenses in connection therewith;

(iii) repayment of existing Investments by the Borrowers or their direct or indirect subsidiaries, together with all fees, costs and expenses in connection therewith;

(iv) any redemption, distribution or other return to AIC or any AIC Series, together with all fees, costs and expenses in connection therewith, solely to the extent permitted hereunder; and

(v) Transaction Costs.

(b) The Borrowers shall not, and shall cause their respective Affiliates not to, take any action with respect to the proceeds of any Loans or any Letters of Credit that is in violation of the Margin Regulations.

(c) None of the Lenders, the Letter of Credit Issuer, the Collateral Trustee nor any Agent shall have any liability, obligation, or responsibility whatsoever with respect to any Borrower’s use of the proceeds of the Loans or the Letters of Credit, and none of the Lenders, the Letter of Credit Issuer, the Collateral Trustee nor any Agent shall be obligated to determine whether or not any Borrower’s use of the proceeds of the Loans or the Letters of Credit are for purposes permitted under its Constitutional Documents. Nothing, including, without limitation, any Borrowing or acceptance of a Letter of Credit or any other document or instrument, shall be construed as a representation or warranty, express or implied, to any party by ▇▇▇▇▇▇▇, the Letter of Credit Issuer, the Collateral Trustee or any of the Agents as to whether any investment by a Borrower is permitted by the terms of the applicable Borrower’s Constitutional Documents.

Section 2.05. Interest; Fees.

(a) Interest Rate.

(i) Base Interest. Subject to the provisions of clauses (ii) and (iii) below, each Loan shall bear interest at the Term Rate or the Base Rate, as elected by the Borrower Representative, for such Interest Period for such Loan plus the Margin, payable in cash in arrears on each Interest Payment Date and when the Loans shall become due (whether at maturity, by reason of prepayment, acceleration or otherwise).

(ii) Interest Rate Determinations. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rates that shall apply to the Loans for which an interest rate is then being determined for the applicable Interest Period, and shall promptly give notice thereof to the Borrowers, the Collateral Trustee and each Lender. Interest on each Loan shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date, upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid and at maturity of the Loans, including final maturity of the Loans, in each case in accordance with the priority of payments as expressly provided herein.

(iii) Default Interest. If any principal of, or interest on, the Obligations is not paid when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), such overdue amounts shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is equal to the Default Rate. Upon the occurrence and during the continuance of or an Event of Default under Section 8.01(g) or (h), the Loans and all other Obligations outstanding hereunder shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is equal to the Default Rate. Payment or acceptance of the increased rates of interest provided for in this Section 2.05 is not a permitted alternative to timely payment and shall not in and of itself constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of any Finance Party.

(b) Unused Fees; Minimum Utilization Fees.

(i) The Borrowers shall pay to Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, an unused fee calculated daily equal to the Unused Rate multiplied by the Unused Amount during the immediately preceding calendar quarter, in each case calculated on the basis of actual days elapsed in a year consisting of 360 days. The unused fee shall accrue at all times from and after the Closing Date and shall be due and payable quarterly in arrears on the first (1^st) Business Day after the end of each March, June, September and December, commencing on March 1, 2026, and ending on the last day of the Availability Period. The unused fee shall be calculated quarterly in arrears and shall be paid in cash.

(ii) The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a minimum utilization fee calculated daily equal to Minimum Utilization Rate multiplied by the greater of (x) the amount by which the product of fifty percent (50%) of the aggregate Commitments during the immediately preceding calendar quarter exceeds the average Total Outstandings during such period and (y) zero (0), which shall be calculated on the basis of actual days elapsed in a year consisting of 360 days. The minimum utilization fee shall accrue at all times from and after the Closing Date and shall be due and payable quarterly in arrears on the first (1^st) Business Day after the end of each March, June, September and December, commencing on March 1, 2026, and ending on the last day of the Availability Period. The minimum utilization fee shall be calculated quarterly in arrears and shall be paid in cash.

(i) Accrual of Interest. Interest on the Loans and any portion thereof shall commence to accrue in accordance with the terms of this Agreement and the other Finance Documents as of the date of the disbursal or wire transfer of such Borrowing by the Administrative Agent, consistent with the provisions of this Section 2.05, notwithstanding whether the Borrowers received the benefit of such Borrowing as of such date. With regard to the repayment of the Loans, interest shall continue to accrue on any amount repaid until such time as the repayment (whether by acceleration or otherwise) has been received in Same Day Funds by the Administrative Agent.

(ii) Interest Payment Dates. Accrued and unpaid interest on the Obligations shall be due and payable in arrears on each Interest Payment Date (subject to Section 2.05(a)(iii)) and on the Maturity Date. Interest hereunder shall be due and payable (1) in Dollars and (2) in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) Computations of Interest and Fees. All computations of interest and fees for the Loans shall be made on the basis of a 360-day year of twelve 30-day months, except that any interest accruing at a Base Rate shall be computed on the basis of a 365-day year in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, interest shall accrue on each Loan from and including the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

(e) Continuation; Conversion. The Borrowers may, by notice to the Administrative Agent (with a copy to the Collateral Trustee) given not later than 12:00 p.m. at least three (3) Business Days prior to any Interest Payment Date, convert and/or continue any outstanding Loans as Term Rate Loans or Base Rate Loans, as the case may be. Any such notice shall (i) state the continuation or conversion date for such continuation or conversion (which shall, with respect to any Term Rate Loans, be the last day of the then outstanding Interest Period in respect thereof) and (ii) state whether the Loan or Loans are to be converted to or continued as Term Rate Loans or Base Rate Loans. If the Borrowers shall have failed to give to the Administrative Agent a timely notice of continuation or conversion pursuant to this Section 2.05(e), the Loans shall be deemed continued as Loans of the same type. For the avoidance of doubt, the Conditions to Borrowing set forth in Section 3.02 shall not apply to the continuation or conversion of any Loans pursuant to this Section 2.05(e).

(f) Letter of Credit Fees. The applicable Borrower shall pay:

(i) to the Administrative Agent for the benefit of the Lenders, in consideration for the issuance of Letters of Credit hereunder, a non-refundable per annum fee equal to the Margin on the average daily face amount of each Letter of Credit, calculated on the actual number of days each such Letter of Credit is outstanding in a year consisting of 360 days, less the amount of any draws on such Letter of Credit payable in arrears in quarterly installments, on the first Business Day of each calendar quarter for the preceding calendar quarter, commencing on the first of such dates to occur after the issuance date of such Letter of Credit and continuing for so long as such Letter of Credit remains outstanding; and

(ii) to the Administrative Agent for the benefit of the Letter of Credit Issuer, in consideration of the issuance and fronting of Letters of Credit, a non-refundable fronting fee equal to 0.125% per annum on the undrawn amount of each Letter of Credit issued pursuant to this Agreement, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter (if applicable) on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.03. In addition, the applicable Borrower Party shall pay directly to the Letter of Credit Issuer for its own account the reasonable and customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Letter of Credit Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable promptly following demand and are nonrefundable.

The Borrowers, ▇▇▇▇▇▇▇ and the Letter of Credit Issuer acknowledge and agree that the Letter of Credit fees payable hereunder are bona fide Letter of Credit fees and are intended as reasonable compensation to ▇▇▇▇▇▇▇ and the Letter of Credit Issuer for committing to make funds available to Borrowers as described herein and for no other purposes.

Section 2.06. Letters of Credit.

(a) Letter of Credit Commitment.

(i) Subject to the terms and conditions hereof, on any Business Day during the Availability Period: (A) the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.06: (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of a Borrower, in aggregate face amounts that shall be not less than $100,000, as the Borrower Representative may request (except to the extent a lesser amount is requested by the Borrower Representative and agreed by the Letter of Credit Issuer), and to amend or extend Letters of Credit previously issued by it; and (2) to honor drawings under the Letters of Credit; and (B) each Lender severally agrees to participate in Letters of Credit issued for the account of a Borrower and any drawings thereunder; provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (1) the Total Outstandings would not exceed the Availability; (2) any Lender’s Applicable Percentage of the Total Outstandings would not exceed such ▇▇▇▇▇▇’s Commitment; and (3) the Letter of Credit Liability would not exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, a ▇▇▇▇▇▇▇▇’s ability to obtain Letters of Credit shall be fully revolving, and accordingly a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Letter of Credit Issuer shall have the right to approve the form of Letter of Credit requested, if such form of Letter of Credit is not based on the form of the Letter of Credit Issuer.

(ii) The Letter of Credit Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.06(b)(iii), the expiry date of such Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Letter of Credit Issuer has approved such expiry date in its sole discretion; or (B) the expiry date of such Letter of Credit would occur after the Letter of Credit Expiration Date, without the consent of all Lenders.

(iii) The Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letter of Credit Issuer from issuing such Letter of Credit, or any law applicable to the Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Letter of Credit Issuer shall prohibit, or request that the Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose

upon the Letter of Credit Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Letter of Credit Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Letter of Credit Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it (for which the Letter of Credit Issuer is not otherwise compensated hereunder); (B) the issuance of such Letter of Credit would violate any Applicable Laws or one or more policies of the Letter of Credit Issuer; (C) such Letter of Credit is to be denominated in a currency other than Dollars; (D) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (E) any Lender is at such time a Defaulting Lender hereunder, unless the Letter of Credit Issuer has entered into satisfactory arrangements, including the delivery of Cash Collateral, with the applicable Borrower or such Lender to eliminate the Letter of Credit Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Defaulting Lender arising from the Letter of Credit then proposed to be issued and all other Letter of Credit Liability as to which the Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) The Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Representative delivered to the Letter of Credit Issuer (with a copy to the Administrative Agent and the Collateral Trustee) substantially in the form of Exhibit B-2 hereto (a “Request for Letter of Credit”), appropriately completed and signed by a Responsible Officer of the Borrower Representative. Such Request for Letter of Credit must be received by the Letter of Credit Issuer and the Administrative Agent not later than 11:00 a.m. (New York time) at least three (3) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit (or such later date and time as the Letter of Credit Issuer may agree in a particular instance in its sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Request for Letter of Credit, together with a Letter of Credit Application, shall specify in form and detail satisfactory to the Letter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an

amendment of any outstanding Letter of Credit, the related Request for Letter of Credit shall specify in form and detail satisfactory to the Letter of Credit Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Letter of Credit Issuer may reasonably require. Additionally, the Borrower Representative shall furnish to the Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or the Administrative Agent may reasonably require. Upon each such application and request, the applicable Borrower shall be deemed to have automatically made to the Administrative Agent, each applicable Lender, and the Letter of Credit Issuer the representations and warranties set forth in such Request for Letter of Credit.

(ii) Promptly after receipt of any Request for Letter of Credit, the Letter of Credit Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Request for Letter of Credit from the Borrower Representative and, if not, the Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Unless the Letter of Credit Issuer has received written notice from any Lender, the Administrative Agent or any Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 hereof shall not then be satisfied as of the date of such notice, then, subject to the terms and conditions hereof, the Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Letter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a participation in such Letter of Credit in an amount equal to the product of such ▇▇▇▇▇▇’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Borrower Representative so requests in any applicable Letter of Credit Application, the Letter of Credit Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower Representative shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer

to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.06(a)(ii) or (iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower Representative that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and, in each such case, directing the Letter of Credit Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Letter of Credit Issuer shall notify the Borrower Representative and the Administrative Agent thereof. Not later than 11:00 a.m. (New York time) on the date of any payment by the Letter of Credit Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse the Letter of Credit Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If such Borrower fails to so reimburse the Letter of Credit Issuer by such time, the Administrative Agent shall promptly notify each Lender, in respect of its respective Commitment, of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such ▇▇▇▇▇▇’s pro rata share thereof. In such event, the applicable Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, subject to the amount of the unutilized portion of the Availability and the conditions set forth in Section 3.02 hereof (other than the delivery of a Loan Notice). For the avoidance of doubt, so long as the conditions pursuant to the preceding sentence have been satisfied and the unutilized portion of the Availability is at least equal to the Unreimbursed Amount, no Event of Default shall occur from the applicable Borrower’s failure to reimburse the Letter of Credit Issuer pursuant to the first sentence of this clause (i). Any notice given by the Letter of Credit Issuer or the Administrative Agent pursuant to this Section 2.06(c)(i) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender (including the Lender acting as Letter of Credit Issuer) shall upon any notice pursuant to Section 2.06(c)(i) hereof make funds available to the Administrative Agent for the account of the Letter of Credit Issuer at the applicable funding account of the Administrative Agent in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.06(c)(iii) hereof, each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Letter of Credit Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 3.02, hereof cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the Letter of Credit Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.06(c)(i) hereof shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.06.

(iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.06(c) to reimburse the Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such ▇▇▇▇▇▇’s Applicable Percentage of such amount shall be solely for the account of the Letter of Credit Issuer.

(v) Each Lender’s obligation to make Loans or L/C Advances to reimburse the Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.06(c), shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Letter of Credit Issuer, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.06(c) is subject to the conditions set forth in Section 3.02 hereof (other than delivery of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of any Borrower to reimburse the Letter of Credit Issuer for the amount of any payment made by the Letter of Credit Issuer under any Letter of Credit, together with interest thereon as provided herein.

(vi) If any Lender fails to make available to the Administrative Agent for the account of the Letter of Credit Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.06(c) by the time specified in Section 2.06(c)(ii) hereof, the Letter of Credit Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Letter of Credit Issuer at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. A certificate of the Letter of Credit Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the Letter of Credit Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.06(c) hereof, if the Administrative Agent receives for the account of the Letter of Credit Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the Letter of Credit Issuer pursuant to Section 2.06(c)(i) hereof is required to be returned under any of the circumstances described in Section 12.04 hereof (including pursuant to any settlement entered into by the Letter of Credit Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the Letter of Credit Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of each Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit issued for the benefit of such Borrower and to repay each L/C Borrowing attributable to such Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Finance Document;

(ii) the existence of any claim, counterclaim, set-off, defense or other right that such Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(ii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iii) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, such Borrower.

The Borrower Representative shall promptly examine a draft of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower Representative’s instructions or other irregularity, the Borrower Representative will promptly notify the Letter of Credit Issuer. In the absence of the Letter of Credit Issuer’s gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction, each Borrower shall be conclusively deemed to have waived any such claim against the Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of Letter of Credit Issuer. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, any Agent-Related Person or any of the respective correspondents, participants or assignees of the Letter of Credit Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence bad faith, or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or related Request for

Letter of Credit. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, any Agent-Related Person, or any of the respective correspondents, participants or assignees of the Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (iv) of Section 2.06(e) hereof; provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the Letter of Credit Issuer’s gross negligence, bad faith or willful misconduct or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent: (w) if the Letter of Credit Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing; (x) if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn; (y) there shall exist a Defaulting Lender; or (z) upon the occurrence of Event of Default pursuant to Section 8.01(g) or (h), the applicable Borrower shall promptly Cash Collateralize the Letter of Credit Liability (determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be) in an amount of not less than the Minimum Collateral Amount. Sections 2.08, 2.09, 2.17 and 8.03 hereof set forth certain additional requirements to deliver cash collateral hereunder. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Letter of Credit Issuer and the applicable Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at SMBC (provided that (A) any interest accrued on any such deposit account shall be payable to the applicable Borrower only upon the full and final payment of the Obligations; and (B) upon the occurrence of an Event of Default, any such interest accrued to the date thereof shall be applied to reduce the total Revolving Credit Exposure of the Lenders). If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent or the Letter of Credit Issuer as herein provided (subject to any Permitted Lien), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, such Borrower or, if applicable, the relevant Defaulting Lender will pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency promptly upon demand by the Administrative Agent.

(h) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

(i) Applicability of ISP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the applicable Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit.

Section 2.07. Notes; Payment of Obligations.

(a) Notes. The Loans to be made by the Lenders to the Borrowers hereunder, if so requested by any Lender, shall be evidenced by promissory notes of the applicable Borrower. Each Note shall be: (i) payable to the Lenders or their registered assigns at the principal office of the Administrative Agent; (ii) bear interest in accordance with Section 2.05(a); (iii) be in the form of Exhibit A hereto (with blanks appropriately completed in conformity herewith); and (iv) be made by the applicable Borrower.

(b) Maturity. The principal amount of the Loans outstanding, together with any accrued interest thereon, and all accrued fees and other amounts due and payable hereunder, shall be due and payable on the Maturity Date, and the Borrowers hereby unconditionally promise to pay to the Administrative Agent in Dollars for the account of each Lender such outstanding amounts due on the Maturity Date (or such earlier date on which the Loans become due and payable).

(c) Payments Generally. The Borrowers shall make each payment under the Finance Documents to the Administrative Agent, for the account of the Lenders to which such payment is owed, and such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by the Borrowers, in Dollars and in Same Day Funds not later than 4:00 p.m. (New York City time) on the date specified herein. Funds received after 4:00 p.m. (New York City time) shall be treated for all purposes as having been received by the Administrative Agent on the next Business Day following receipt of such funds and any applicable interest or fees shall continue to accrue. Each Lender shall be entitled to receive its Applicable Percentage (or other applicable share as provided herein) of each payment received by the Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such ▇▇▇▇▇▇’s lending office. All Letters of Credit shall permit presentment for payment in such Letter of Credit Issuer’s office located in New York, New York. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(d) Payments by Borrowers; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance

upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Term Rate plus the Margin. A notice of the Administrative Agent to any Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

Section 2.08. Prepayments.

(a) Voluntary Prepayments. The Borrowers may, upon written notice to the Administrative Agent (with a copy to the Collateral Trustee), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty. Each such prepayment notice must be received by the Administrative Agent not later than 2:00 p.m. (New York City time) one (1) Business Day prior to the proposed prepayment date and shall specify: (A) the amount of Loans to be prepaid, (B) the date (which shall be a Business Day) and amount of such prepayment and (C) the type(s) of Loans to be prepaid. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment due to such Lender based on such Lender’s Applicable Percentage of the Loans. Any prepayment of a Loan shall be accompanied by all accrued interest thereon and, as applicable, together with any additional amounts required pursuant to Section 2.12. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any amounts repaid may be reborrowed subject to the terms hereof.

(b) Mandatory Prepayments.

(i) If, at any time, an Adjusted Cash Sweep Event or an Event of Default pursuant to Section 8.01(b) has occurred and is continuing, within two (2) Business Days of receipt by any Loan Party of any Investment Proceeds (“Investment Proceeds Receipts”), the Borrowers shall prepay and/or Cash Collateralize, as applicable, the Obligations in an amount equal to one hundred percent (100%) of the Investment Proceeds Receipts.

(ii) Within ten (10) Business Days of the date on which an Adjusted Cure Plan Event first occurs (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower Representative shall provide to the Administrative Agent a plan of action sufficient to reduce the Adjusted BB Ratio to no greater than 1.00:1.00 within sixty (60) calendar days of the date on which such Adjusted Cure Plan Event first occurred (a “Required Cure Plan”), which Required Cure Plan shall be acceptable to the Required Lenders, in their sole discretion (any such accepted Required Cure Plan, an “Accepted Cure Plan”). The Loan Parties shall diligently pursue any Accepted Cure Plan, and shall keep the Administrative Agent informed of the status of any such Accepted Cure Plan and shall use any proceeds received in connection with such Accepted Cure Plan to repay, prepay and/or Cash Collateralize, as applicable, the Obligations until the Adjusted BB Ratio (after giving effect to such repayment) is not greater than 1.00:1.00.

(iii) [Reserved].

(iv) Prepayments of the Obligations pursuant to this Section 2.08 shall be applied in the following priorities:

(A) first, to pay all outstanding fees and costs, expenses and indemnities of the Administrative Agent and the Collateral Trustee;

(B) second, to pay all accrued and unpaid interest on the Loans and any L/C Borrowings;

(D) fourth, to fully Cash Collateralize the Minimum Collateral Amount of that portion of the Letter of Credit Liability comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrowers pursuant to Section 2.06;

(E) fifth, to pay all other Obligations in full; and

(F) sixth, to pay the remainder, if any, to the Borrowers.

(v) All payments made under this Section 2.08 shall be made in cash, in immediately available funds.

Section 2.09. Termination or Reduction of Commitments.

(a) Mandatory. The aggregate Commitments shall be automatically and permanently reduced to zero ($0) on the expiration of the Availability Period.

(b) Voluntary. The Borrowers may terminate the Commitments, or from time to time reduce the Maximum Commitment, by giving prior written notice to the Administrative Agent (which notice may be by telephone, if confirmed in writing promptly thereafter, by fax, electronic mail or other written communication), with a copy to the Collateral Trustee, of such termination or reduction three (3) Business Days (or such shorter time as the Administrative Agent may permit) prior to the effective date of such termination or reduction (which date shall be specified by the Borrowers in such notice): (i) in the case of complete termination of the Commitments, upon prepayment by the applicable Borrowers of all of the outstanding Obligations, including, without limitation, all interest accrued thereon, in accordance with the terms of Section 2.05 hereof and, if any Letter of Credit Liability exists, upon payment to the Administrative Agent for deposit in a segregated interest bearing cash collateral account, as security for such Letter of Credit Liability, an amount equal to such Letter of Credit Liability then outstanding at the time such notice is given, without presentment, demand, protest or any other notice of any kind, all of which are hereby waived; or (ii) in the case of a reduction of the Maximum

Commitment, upon prepayment of the amount by which the principal Obligations exceed the reduced Maximum Commitment resulting from such reduction, including, without limitation, payment of all interest accrued thereon, in accordance with the terms of Section 2.08(a) hereof. Notwithstanding the foregoing, (i) without the consent of the Administrative Agent (in its sole discretion), in no event shall a reduction by the Borrowers reduce the Maximum Commitment to less than $100,000,000 (except for a termination of all the Commitments) and in no event shall any Facility Increase be effective within one hundred and twenty days (120) of such reduction and (ii) the Commitments may not be reduced such that, upon such reduction, the Maximum Commitment is less than the Letter of Credit Liability. Promptly after receipt of any notice of reduction or termination, the Administrative Agent shall notify each Lender of the same. Any reduction of the Maximum Commitment shall reduce the Commitments of the Lenders on a pro rata basis, subject to Section 2.02 hereof.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders and the Letter of Credit Issuer of any termination or reduction of the Commitments under this Section 2.09. Upon any reduction of the Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of the amount by which the Commitments are reduced. All fees in respect of the reduced Commitments accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Section 2.10. Increased Costs; Capital Adequacy.

(a) Compensation for Increased Costs and Taxes; Change in Law. Subject to the provisions of Section 2.11 (which shall be controlling with respect to the matters covered thereby), if any Lender or the Letter of Credit Issuer shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law:

(i) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender, the Letter of Credit Issuer or any company controlling such Lender or the Letter of Credit Issuer; or

(ii) subjects such Lender (or its applicable lending office) or the Letter of Credit Issuer (or its applicable lending office) or any company controlling such Lender or the Letter of Credit Issuer to any additional Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iii) and the result of any of the foregoing is to increase the cost to such Lender or the Letter of Credit Issuer of agreeing to make, making or maintaining Loans or extending Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) or the Letter of Credit Issuer (or its applicable lending office) with respect thereto, in each case in an amount that such Lender or the Letter of Credit Issuer deems to be material;

(iv) then, in any such case, the Borrowers shall promptly pay to such Lender or the Letter of Credit Issuer, as applicable, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender or the Letter of Credit Issuer in its sole discretion shall determine) as may be necessary to compensate such Lender or the Letter of Credit Issuer for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender or the Letter of Credit Issuer, as applicable, shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or the Letter of Credit Issuer under this Section 2.10(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy and Liquidity Adjustment. If any Lender or the Letter of Credit Issuer shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return on the capital of such Lender or the Letter of Credit Issuer or any company controlling such Lender or the Letter of Credit Issuer as a consequence of, or with reference to, such Lender’s Loans, any Letter of Credit or participations therein or other obligations hereunder with respect to the Loans or Letters of Credit to a level below that which such Lender, the Letter of Credit Issuer or such controlling company could have achieved but for such Change in Law (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy and liquidity), then from time to time, within twenty (20) Business Days after receipt by the Borrower Representative from such Lender or the Letter of Credit Issuer of the statement referred to in the next sentence, the Borrowers shall pay to such Lender or the Letter of Credit Issuer such additional amount or amounts as will compensate such Lender, or the Letter of Credit Issuer or such controlling company on an after-tax basis for such reduction. Such Lender or the Letter of Credit Issuer shall deliver to the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender or the Letter of Credit Issuer under this Section 2.10(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Delay in Requests. Failure or delay on the part of any Lender or the Letter of Credit Issuer to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s or the Letter of Credit Issuer’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Letter of Credit Issuer pursuant to this Section 2.10 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the Letter of Credit Issuer notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or the Letter of Credit Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(d) Any request for compensation pursuant to clauses (a) or (b) of this Section 2.10 as a result of a Change in Law shall only be honored to the extent such Lender or the Letter of Credit Issuer represents that such Lender or the Letter of Credit Issuer, as the case may be, is generally seeking compensation from similarly situated borrowers under similar credit facilities with respect to such Change in Law.

Section 2.11. Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Finance Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by such Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by Borrowers. Each Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnification. (i) Without duplication or limitation of any amounts payable by any Loan Party under Section 2.11(a) or (b), each Loan Party shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.11) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Borrower (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Letter of Credit Issuer, shall be conclusive absent manifest error.

(i) Each Lender shall, and does hereby, severally indemnify the Administrative Agent (and shall make payment in respect thereof within ten (10) days after demand therefor): (A) against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so); and (B) against any Taxes attributable to such

▇▇▇▇▇▇’s failure to comply with the provisions of Section 12.06(g) relating to the maintenance of a Participant Register; and (C) against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent in connection with any Finance Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Finance Document against any amount due to the Administrative Agent under this Section 2.11(c)(i).

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section 2.11, the Borrower Representative shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment satisfactory to the Administrative Agent, in its reasonable discretion.

(e) Status of the Lenders; Tax Documentation. (i) If any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Finance Document, such Lender shall deliver to the applicable Borrowers and the Administrative Agent, at the time or times reasonably requested by any Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.11(e)(i)(A), Section 2.11(e)(i)(B) and Section 2.11(e)(i)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person;

(A) any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and

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

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Finance Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (y) with respect to any other applicable payments under any Finance Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code; (x) a certificate substantially in the form of Exhibit E-1 hereto to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to such Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”); and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or

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

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

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

(ii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.11 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. If any Recipient determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.11 by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 2.11, it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section 2.11 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such indemnifying party, upon the request of such Recipient, agrees to repay the amount paid pursuant to this subsection (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental

Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to an indemnifying party pursuant to this subsection (f) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.11(f) shall not be construed to require the Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other person.

(g) Survival. Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations under any Finance Document.

(h) Replacement of Lenders. If any Borrower shall become obligated to pay Indemnified Taxes or additional amounts to any Lender or Governmental Authority for the account of any Lender pursuant to Section 2.10 or Section 2.11 and any affected Lender shall not have promptly taken steps necessary to avoid the need for such payments under Section 2.10 or 2.11 (including pursuant to Section 2.14 or Section 2.15), such Borrower shall have the right, for so long as such obligation remains, (i) with the assistance of the Administrative Agent to seek one or more substitute Lenders satisfactory to the Administrative Agent and the Borrowers, each in its reasonable discretion, to purchase the affected Loan, in whole or in part, at an aggregate price no less than such Loan’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (ii) so long as no Event of Default then exists or will exist immediately after giving effect to the respective prepayment, upon notice to the Administrative Agent, to prepay the Loans of such Lender, in whole or in part, without premium or penalty. In the case of the substitution of a Lender, the Borrowers, the Administrative Agent, the affected Lender, and any substitute Lender shall execute and deliver an appropriately completed Assignment Agreement pursuant to Section 12.06 to effect the assignment of rights to, and the assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 12.06 in connection with such assignment shall be paid by the Borrowers or the substitute Lender. In the case of a prepayment of an affected Loan, the amount specified in the notice shall be due and payable on the date specified therein, together with any accrued interest to such date on the amount prepaid. In the case of the substitution of a Lender or the prepayment of an affected Loan, the Borrowers shall first pay the affected Lender any accrued but unpaid amounts owing under Section 2.10 and 2.11 (as well as any other then-accrued amounts expressly payable hereunder (if any)) prior to such substitution or prepayment. In the case of the substitution of a Lender, if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment Agreement and/or any other documentation necessary to reflect such replacement by the later of (iii) the date on which the assignee Lender executes and delivers such Assignment Agreement and/or such other documentation and (b) the date as of which all obligations of the Borrowers owing to such replaced Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to such Lender being replaced, then the Lender being replaced shall be deemed to have executed and delivered such Assignment Agreement and/or such other documentation as of such date and the Borrowers shall be entitled (but not obligated) to execute and deliver such Assignment Agreement and/or such other documentation on behalf of such Lender.

Section 2.12. Compensation for Losses. Promptly following written demand of any Lender (with a copy to the Administrative Agent), from time to time, Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any payment or prepayment of any Loan (other than a Base Rate Loan) on a day other than the Interest Payment Date for such Loan (other than a Base Rate Loan) (whether automatic, by reason of acceleration, or otherwise); or

(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay or borrow any Loan (other than a Base Rate Loan) or L/C Borrowing on the date or in the amount as notified by such Borrower;

excluding any loss of anticipated profits, margin or spread but including any loss or expense arising from the liquidation of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 2.13. Obligations of Lenders Several. The obligations of the Lenders hereunder to advance Loans hereunder are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 2.11(c)(i) or 9.07 or on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 2.11(c)(i) or 9.07.

Section 2.14. Applicable Lending Office. Each Lender may make, carry or transfer Loans at, to, or for the account of one of its Affiliates; provided that such Lender shall not be entitled to receive any greater amount under Section 2.10 or Section 2.11 as a result of the transfer of any such Loan than such Lender would be entitled to immediately prior thereto unless such claim would have arisen even if such transfer had not occurred. Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit.

Section 2.15. Designation of a Different Lending Office. If any Lender requests compensation under Section 2.10(a) or (c), or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then, at the request of the Borrowers, such Lender shall use reasonable efforts to mitigate the effects of the event giving rise to such request or payment, including, in the case of a Lender, designate a different lending office for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment: (a) would eliminate or reduce amounts payable pursuant to Section 2.10(a) or (c), or Section 2.11, as the case may be, in the future; and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 2.16. Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Finance Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Finance Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrowers expressly consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (1) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Section 2.17. Defaulting Lenders.

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

(i) Waivers and Amendments. Such Defaulting ▇▇▇▇▇▇’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement or any other Finance Document shall be restricted as set forth in the definition of Required Lenders and in Section 12.05 hereof.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Letter of Credit Issuer hereunder; third, to Cash Collateralize the Letter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.06 in an amount of no less than the Minimum Collateral Amount; fourth, as the Borrower Representative may request (so long as no Event of Default or Default under Section 8.01(a), (d), (g), (h) or (i) hereof has occurred and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to: (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Letter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.06 in an amount of no less than the Minimum Collateral Amount; sixth, to the payment of any amounts owing to the Lenders or the Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or related Letter of Credit were made at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and the Letter of Credit Liability owed to, all applicable non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liability owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Letter of Credit Liability are held by the applicable Lenders pro rata in accordance with the applicable Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Fees. No Lender shall be entitled to receive any Unused Fees or Minimum Utilization Fees for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). Each Defaulting Lender shall be entitled to receive Letter of Credit fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.06. With respect to any Unused Fees, Minimum Utilization Fees or any Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to subclause (iii), each Borrower shall: (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in the Letter of Credit Liability that has been reallocated to such non-Defaulting Lender pursuant to clause (iii) below; (y) pay to the Letter of Credit Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit Issuer’s Fronting Exposure to such Defaulting Lender; and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in the Letter of Credit Liability shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that: (x) the conditions set forth in Section 3.02 are satisfied at the time of such reallocation (and, unless Borrowers shall have otherwise notified Administrative Agent at such time, each Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time); and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Commitment. Subject to Section 12.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

(v) Cash Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, each Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.06 in an amount of no less than the Minimum Collateral Amount.

(b) Defaulting Lender Cure. If the Borrower Representative and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with their applicable Commitments, whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made

retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that ▇▇▇▇▇▇ was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that ▇▇▇▇▇▇’s having been a Defaulting Lender.

(c) Defaulting Lender Replacement. If any Lender becomes and continues to be a Defaulting Lender, if there is no Event of Default, the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.06 hereof), all of its interests, rights and obligations under this Agreement and the related Finance Documents to an Eligible Assignee who agrees to assume such obligations; provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Finance Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts).

Section 2.18. Making or Maintaining Term Rate Loans.

(a) Inability to Determine Applicable Interest Rate. If the Administrative Agent or any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Loans, that adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Term Rate”, the Administrative Agent shall on such date give notice to the Borrower Representative and each Lender (with a copy of the Collateral Trustee) of such determination, whereupon (i) such Loans shall bear interest at Daily SOFR plus the Margin per annum until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist or a Benchmark Replacement has been selected (unless such circumstances also exist in respect of “Daily SOFR”, in which case such Loans shall bear interest at the applicable Base Rate plus the Margin per annum until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist or a Benchmark Replacement has been selected), and (ii) any Loan Notice given by the Borrowers with respect to such Loans shall be deemed to be rescinded by such Borrowers or, at the election of such Borrowers, a request that such Loans be made bearing interest based on Daily SOFR (or if applicable, the Base Rate) instead of such Term Rate.

(b) Illegality or Impracticability of Term Rate Loans. If on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Loans at a Term Rate has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Administrative Agent is advised in writing by the Required Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of their Loans

at a Term Rate has become impracticable, as a result of contingencies occurring after the date hereof, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower Representative and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender and the Collateral Trustee). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from the Lenders constituting Required Lenders pursuant to clause (ii) of the preceding sentence, then (A) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make additional Loans at a Term Rate shall be suspended until such time as such circumstances cease to exist (at which time such notice shall be withdrawn by each Affected Lender); (B) to the extent such determination by the Affected Lender relates to a Loan at a Term Rate then being requested by the Borrowers pursuant to a Loan Notice, such Loan Notice shall be deemed to be rescinded by such Borrowers (or, at the election of such Borrowers, be deemed to be a request that such Loan be made bearing interest based at Daily SOFR or Base Rate plus the Margin per annum on the date of such termination ); (C) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Loans that bear interest based on the applicable Term Rate (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans and when required by law; and (D) the Affected Loans shall automatically convert into Loans that bear interest at Daily SOFR plus the Margin per annum on the date of such termination (or if Daily SOFR is unavailable, the applicable Base Rate plus the Margin per annum on the date of such termination). Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Loan then being requested by the Borrowers pursuant to a Loan Notice, such Borrowers shall have the option, subject to the provisions of this Section 2.18, to rescind such Loan Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender).

Section 2.19. Effect of Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Finance Document:

(a) Benchmark Replacement. If a Benchmark Transition Event occurs with respect to any then-current Benchmark and a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement”, then such Benchmark Replacement will replace such then-current Benchmark for all purposes hereunder and under each other Finance Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Finance Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Finance Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Finance Document (other than as contemplated in the definition of “Benchmark Replacement Conforming Changes”).

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly (and in any event within five (5) Business Days) notify the Borrowers, the Collateral Trustee and the Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, and (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrowers or any Lender (or group of Lenders) pursuant to this Section 2.19(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Finance Document, except, in each case, as expressly required pursuant to this Section 2.19(c).

(d) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for such Benchmark (including Benchmark Replacement) settings.

Section 2.20. Non-Consenting Lenders. The Borrowers may, at their sole expense and effort, upon notice by the Borrowers to such Lender and the Administrative Agent, require any Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.06 hereof) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that the assignee shall approve the proposed amendment, modification, waiver, termination or consent. Any Lender being replaced pursuant to Section 2.20 shall (i) execute and deliver an Assignment Agreement with respect to such Lender’s applicable Commitment and outstanding Loans and participations in the Letter of Credit Liability in respect thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower Representative or the Administrative Agent. Pursuant to such Assignment Agreement, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in the Letter of Credit Liability, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment Agreement, (C) all amounts owing to the assigning Lender pursuant to Section 2.12 shall be paid in full by the

Borrowers to such assigning Lender and (D) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. and, as applicable, together with any additional amounts required pursuant to Section 2.12.

Section 2.21. Stated Maturity Date.

(a) The Borrowers may request to extend, at their option, the Stated Maturity Date then in effect. The extension shall be subject to satisfaction of the following conditions precedent:

(i) no Event of Default, Default, Cash Sweep Event or Cure Plan Event shall have occurred and be continuing on the date on which notice is given or on the date any such extension is granted;

(ii) the Borrower Representative shall have delivered an Extension Request with respect to the then effective Stated Maturity Date to the Administrative Agent not less than ten (10) Business Days (or such shorter period as agreed to by the Administrative Agent) prior to the then effective Stated Maturity Date (which shall be promptly forwarded by the Administrative Agent to the Lenders);

(iii) the representations and warranties of the Loan Parties contained in Article 4 and in any other Finance Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such extension to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(iv) to the extent requested by the Administrative Agent or any of the Lenders approving such extension, a certified copy of the resolutions adopted by or on behalf of the Borrowers approving or consenting to such extension; and

(v) on or prior to the then current Stated Maturity Date, each extending Lender or Lenders shall have agreed to extend the Stated Maturity Date for such additional term, each in its sole discretion, and the Administrative Agent shall have agreed to extend the Stated Maturity Date for such additional term (which consent shall not be unreasonably withheld or delayed).

(b) Lenders may in their sole discretion consent to such extension. To the extent any Lender does not consent to extend its Commitment under this Section 2.21(b), the Obligations outstanding to such Lender as of the then effective Stated Maturity Date shall be due and payable to such Lender on such date; provided that if any other Lender agrees to extend its Commitment with respect to all or any portion of any non-extending Lender’s Commitment, such non-extending Lender shall be required to assign on the Stated Maturity Date all or such applicable portion of its Commitment to one or more extending Lenders (or new Lenders) who have consented to increase their Commitments and have agreed to such extended Stated Maturity Date. Upon the payment of amounts due under the prior sentence to the non-extending Lender (and, if requested by the Administrative Agent and the Borrower Representative, such aforementioned assignment), such non-extending Lender shall cease to be a Lender hereunder. For the avoidance of doubt, no opinions shall be required in connection with an extension pursuant to this Section 2.21.

Section 2.22. Additional Borrowers. The Borrowers may elect, at their option, to join any Eligible Borrower as an “Additional Borrower” hereunder by delivery of (a) a Borrower Joinder Agreement, (b) such corporate or other action, incumbency of officers, and other documents as is substantially consistent with those delivered by the Borrowers pursuant to Section 3.01(b), (e) and (g) on the Closing Date (in form and substance reasonably acceptable to the Administrative Agent), (c) all documentation and other information reasonably requested by the Administrative Agent, the Letter of Credit Issuer or any Lender (through the Administrative Agent) or required by regulatory authorities in order for the Administrative Agent, the Letter of Credit Issuer and the Lenders to comply with requirements of any anti-money laundering rules and regulations, including the Patriot Act, or similar or analogous laws or regulations in any other jurisdiction applicable to a Loan Party and any applicable “know your customer” rules and regulations, to the extent reasonably requested by the Administrative Agent, the Letter of Credit Issuer or any Lender (through the Administrative Agent), and (d) an opinion of counsel to such Additional Borrower reasonably acceptable to the Administrative Agent; provided that no such opinion shall be required to the extent that (i) an opinion acceptable to the Administrative Agent with respect to a Borrower has been delivered for such Borrower or another Borrower formed in the same jurisdiction, (ii) no change in law has occurred with respect to such jurisdiction that would alter the analysis of such prior opinion and (iii) if applicable, the Constitutional Documents of such Borrower is substantially similar to the Constitutional Documents of such other Borrower, in each case for clauses (ii) and (iii) above, as determined by the Administrative Agent, in its reasonable discretion; provided further that no Additional Borrower may be formed in a jurisdiction where any Lender is prohibited from lending, or is not otherwise authorized to lend.

ARTICLE 3

CONDITIONS TO LOANS

Section 3.01. Closing Date Conditions. The obligation of each Lender to enter into this Agreement on the Closing Date shall be subject to satisfaction or waiver in accordance with Section 12.05 of the following conditions on or before the Closing Date:

(a) Finance Documents. The Administrative Agent shall have received executed counterparts of each Finance Document, duly executed and delivered by each Loan Party and each other person party thereto.

(b) Constitutional Documents; Incumbency. The Administrative Agent shall have received, in respect of each Loan Party, (i) copies of each Constitutional Document certified as of the Closing Date or a recent date prior thereto by a Responsible Officer of such Loan Party; (ii) signature and incumbency certificates of the Responsible Officers of such Loan Party; (iii) resolutions of the authorizing body of such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Finance Documents to which such Loan Party is a party or by which it or its assets may be bound as of the Closing Date and evidencing the identity, authority and capacity of such Responsible Officers executing the incumbency certificate in clause (ii) above to act as a Responsible Officer on behalf of such Loan Party, certified as of the Closing Date by a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment; and (iv) if applicable, a good standing certificate (or equivalent) from the applicable Governmental Authority of each such Loan Party’s jurisdiction of incorporation, organization or formation, each dated on the Closing Date or a recent date prior thereto.

(c) Governmental Authorizations and Consents. If applicable, the Loan Parties shall have obtained all Governmental Authorizations and all consents of other persons, in each case that are necessary in connection with the transactions contemplated by the Finance Documents and each of the foregoing shall be in full force and effect. If applicable, all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Finance Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(d) Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, duly executed and delivered by each Loan Party thereto and each other person party thereto;

(e) Collateral Matters.

(i) In connection with the creation in favor of the Administrative Agent and the Collateral Trustee, for the benefit of Finance Parties, of a valid, perfected security interest in the personal property Collateral, each Loan Party shall have delivered to the Administrative Agent UCC financing statements (or their equivalent) satisfactory to the Administrative Agent with respect to the Collateral together with written evidence satisfactory to the Administrative Agent that the same are ready for filing in the appropriate public filing office(s), in the Administrative Agent’s reasonable discretion to perfect the Finance Parties’ first priority security interest in the Collateral (subject to Permitted Liens);

(ii) With respect to the Eligible Credit Investments, the Administrative Agent or the Collateral Trustee, as applicable, shall have received the Required Credit Investment Documents relating to the Eligible Credit Investments;

(f) Opinions of Counsel. The Agents and ▇▇▇▇▇▇▇ and their respective counsel shall have received an executed copy of a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, customary for a transaction of this type and otherwise substantially in a form reasonably acceptable to the Administrative Agent;

(g) Patriot Act; “Know Your Customer” Information and Documents. At least three (3) days prior to the Closing Date or such shorter period of time as agreed by the Administrative Agent in writing, the Lenders and the Agents shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(h) Closing Certificate. The Administrative Agent’s receipt of a certificate from a Responsible Officer of each Loan Party covering the matters specified in Section 3.02(e) through (g) in form satisfactory to the Administrative Agent, in its reasonable discretion.

(i) Fees, Costs and Expenses. The Borrowers shall have paid to the Administrative Agent and the Lenders the upfront fees payable pursuant to the Fee Letter executed on or prior to the Closing Date together with any fees and other amounts due and payable on or before the Closing Date (including all expenses payable pursuant to Section 12.02), including the reasonable fees and disbursements of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Administrative Agent and the to the extent such invoices are received not less than two (2) Business Days prior to the Closing Date.

Section 3.02. Conditions to Borrowing. The obligation of each Lender to make any Loan or the Letter of Credit Issuer to issue a Letter of Credit on any Funding Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 12.05 of the following conditions precedent:

(a) Loan Notice. In the case of a Loan, the Administrative Agent shall have received a Loan Notice duly executed and delivered by the Borrower Representative in accordance with Section 2.01(b).

(b) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate duly executed and delivered by the Borrower Representative in accordance with Section 6.04(b) (it being understood that such certificate may be included directly in the applicable Loan Notice or Request for Letter of Credit).

(c) Interim Compliance Certificate. If, to the applicable Borrower’s knowledge as of the date such Borrower submits the related Loan Notice or Request for Letter of Credit, the proceeds of the Loan or the Letter of Credit will be used to purchase, make or otherwise acquire a new Investment that is intended to be an Eligible Investment or a Follow-On Investment in respect of an Eligible Investment on or about the date of borrowing such Loan or requesting such Letter of Credit, the Administrative Agent shall have received an Interim Compliance Certificate duly executed and delivered by the Borrower Representative.

(d) Application. In the case of a Letter of Credit, the Letter of Credit Issuer shall have received a Request for Letter of Credit executed by the applicable Borrower, and shall have countersigned the same.

(e) Total Outstandings and Commitments. After giving effect to the making of such Loans or the issuance of such Letter of Credit, such ▇▇▇▇▇▇’s Applicable Percentage of the Total Outstandings shall not exceed its Commitment and, in the case of a Letter of Credit, the Letter of Credit Liability shall not exceed the Letter of Credit Sublimit.

(f) Representations and Warranties. All of the representations and warranties of the Loan Parties contained in Article 4 and in any other Finance Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(g) No Defaults. As of such Funding Date, no event shall have occurred and be continuing or would result from the making of the applicable Loans that would constitute an Event of Default, Default, Cash Sweep Event or Cure Plan Event.

(h) BB Ratio. The BB Ratio shall be less than or equal to 1.00:1.00 on a pro forma basis taking into account any borrowings, prepayments and/or repayments of the Loans made or to be made on or prior to the relevant Funding Date and taking into account any use of proceeds of the proposed Loans or the Letter of Credit.

(i) Collateral Accounts. The Administrative Agent shall have received evidence of the establishment of each of the Collateral Accounts, each of which shall be subject to an Account Control Agreement.

Section 3.03. Post-Closing Condition. No later than thirty (30) days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion, not to be unreasonably withheld or delayed if the Loan Parties are exercising reasonable best efforts to procure the following from the relevant Depository), the Loan Parties shall have delivered to the Administrative Agent evidence of the establishment of each of the Collateral Accounts and duly executed Account Control Agreements with respect to each of the Collateral Accounts. The failure of the Loan Parties to timely satisfy the covenant set forth in this Section 3.03 shall be a failure of a condition subsequent to the effectiveness of this Credit Agreement, and shall result in an immediate Event of Default.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and the Lenders to enter into this Agreement and to induce the Lenders to make the Loans to be made hereunder, each Loan Party represents and warrants to each Agent, the Letter of Credit Issuer and ▇▇▇▇▇▇, as of the Closing Date and on each other Funding Date:

Section 4.01. Status.

(a) Each of the Loan Parties are each duly incorporated, organized, formed or registered, as applicable, and validly existing and in good standing, if applicable, under the laws of its respective jurisdiction of incorporation, organization, formation, registration or establishment, as the case may be, and is qualified to do business in every jurisdiction where the nature of the business conducted or the property owned or leased require such qualification.

(b) Each of the Loan Parties have the power to own its property and assets and carry on its business as it is being conducted and is in compliance with all laws and regulations applicable to its business except, except in each case, where failure to do so would not result nor would reasonably be expected to result in a Material Adverse Effect.

Section 4.02. Binding obligations. Each Finance Document has been duly executed and delivered by each Loan Party party thereto, and the obligations expressed to be assumed by each such Loan Party in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations, enforceable against each such Loan Party in accordance with its terms, except as may be limited by Debtor Relief Laws and general equitable principles (whether considered in a proceeding in equity or at law).

Section 4.03. Non-conflict with other obligations.

(a) None of the execution, delivery and performance by any Loan Party of its obligations under, the Finance Documents to which it is a party will conflict in any material respect with any Applicable Law or any material judgment, license, order or permit applicable to such party. No material consent, approval, authorization or order of any court or Governmental Authority or third party is required in connection with the execution and delivery by any Loan Party of any Finance Document or the execution, delivery or performance thereof other than those that have been obtained and are in full force and effect.

(b) The entry into and performance by each Loan Party of, and the transactions contemplated by the Finance Document to which it is a party do not conflict with:

(i) such Loan Party’s Constitutional Documents; or

(ii) any agreement or instrument binding upon it or any of its assets except for any conflict that would not reasonably be expected to have a Material Adverse Effect.

Section 4.04. Power and Authority. Each Loan Party has the power and authority to execute, perform and deliver, and has taken (or, in the case of any document to be entered into after the date of this Agreement, will take prior to entry into the relevant document) all necessary action to authorize its execution, performance and delivery of, the Finance Documents and the transactions contemplated by those Finance Documents.

Section 4.05. No Misleading Information.

(a) As of the Closing Date, there is no fact and there are no changes to any Loan Party that has not been disclosed to the Administrative Agent in writing which could reasonably be expected to have a Material Adverse Effect. No information (other than (i) projections, budgets, estimates and other forward-looking information and (ii) information of a general economic or industry data) heretofore furnished by or on behalf of any Loan Party in connection with this Agreement, the other Finance Documents or any transaction contemplated hereby contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they are made that could reasonably be expected to have a Material Adverse Effect. All of the projections, budgets, estimates and other forward looking information heretofore furnished by or on behalf of any Loan Party or in connection with this Agreement, the other Finance Documents or any transactions contemplated hereby have been prepared in good faith based on assumptions that such Loan Party believed to be reasonable at the time made and at the time the related projections, budgets and estimates were made available to the Administrative Agent; provided that with respect to projected financial information, other forward looking information relating to third parties and information of a general economic or general industry nature, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of the preparation thereof, and the Loan Parties make no representation or warranty with respect to information of a general economic or general industry nature (it being understood that projections are subject to significant and inherent uncertainties and contingencies which may be outside of the Loan Parties’ control and that no assurance can be given that projections will be realized, and are therefore not to be viewed as fact, and that actual results for the periods covered by projections may differ from the projected results set forth in such projections and that such differences may be material).

(b) As of the Closing Date, the information included in each Beneficial Ownership Certification, if applicable, is true and correct in all respects to the best of the applicable Responsible Officer’s knowledge.

Section 4.06. Reports and Financial Statements.

(a) The most recent Compliance Certificate delivered to the Administrative Agent (if any) pursuant to Section 6.02, is accurate and not misleading in any material respect as of the date of such Compliance Certificate. The most recent Interim Compliance Certificate delivered to the Administrative Agent (if any) pursuant to Section 6.03, is accurate and not misleading in any material respect as of the date of such Interim Compliance Certificate. The most recent Borrowing Base Certificate, delivered to the Administrative Agent (if any) pursuant to Section 6.04, is accurate and not misleading in any material respect as of the date of such Borrowing Base Certificate.

(b) The most recent financial statements (if any) delivered (or deemed to be delivered) to the Administrative Agent pursuant to Section 6.01 fairly present in all material respects the financial position of the relevant entity in respect of the period to which they relate thereof and have been prepared in accordance with the Accounting Principles consistently applied (other than, in the case of unaudited financial statements, the omission of footnote disclosures and subject to normal year-end adjustments).

(c) The most recent Schedule 4.17(A) and Schedule 4.17(B) delivered to the Administrative Agent (if any) is accurate and not misleading in any material respect as of the date of such delivery.

Section 4.07. No Proceedings Pending or Threatened. Except as set forth in any report publicly disclosed prior to the Closing Date, (i) there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority (a “Proceeding”) now pending against or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing against or affecting any Loan Party as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing against or affecting any Loan Party that directly involve this Agreement or the transactions contemplated by this Agreement as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than any action brought against a Defaulting Lender).

Section 4.08. Payment of Taxes. Except as otherwise permitted hereunder, to the extent that failure to do so would have or would reasonably be expected to have a Material Adverse Effect, all Tax returns and reports required to be filed by the Loan Parties or covering the Loan Parties have been timely filed, and all Taxes that are due and payable and all assessments, fees and other governmental charges upon the Loan Parties and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. There is no proposed Tax assessment against any of the Loan Parties that is not being actively contested by such Loan Parties in good faith and by appropriate proceedings and for which adequate reserves are being maintained in accordance with the Accounting Principles, except assessments that would not have or would not reasonably be expected to have a Material Adverse Effect.

Section 4.09. No Breach of Laws. Each Loan Party is in compliance with all Applicable Laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 4.10. Liens. Schedule 4.10 is a complete and correct list of each Lien (if any) securing Financial Indebtedness of each Loan Party outstanding on the Closing Date (other than Financial Indebtedness hereunder or under any other Finance Document) covering any property directly held by such Loan Party, and the aggregate principal amount of such Financial Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Closing Date is correctly described in Schedule 4.10.

Section 4.11. Good Title to Investments. Each Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business, taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business, taken as a whole, as currently conducted or to utilize such properties for their intended purposes.

Section 4.12. Sanctions; Anti-Corruption; PATRIOT Act. No Loan Party, nor the directors, employees or officers of any Loan Party, nor, to the knowledge of any Loan Party, any of its agents acting on behalf of such Loan Party in connection with this Agreement, is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), or any other applicable sanctions authority (including the United Nations Security Council, the European Union, and His Majesty’s Treasury of the United Kingdom and the Hong Kong Monetary Authority) (such sanctions authorities, collectively, “Sanctions Authorities”, such sanctions and economic embargoes and, the associated laws, rules, regulations and orders, collectively, “Sanctions”). Each Borrower and, to the knowledge of each Borrower, its respective directors, officers, employees and agents acting on behalf of such Borrower in connection with this Agreement is in compliance, in all material respects, with (a) all Sanctions, (b) the United States Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”), (c) the PATRIOT Act, and (d) any other applicable terrorism and money laundering laws, rules, regulations and orders. Each Loan Party has instituted and maintained, or has been subject to, policies and procedures reasonably designed to achieve compliance with such laws.

Section 4.13. Principal Office; Jurisdiction. (a) The chief executive office, and principal place of business of each Loan Party is set forth on Schedule 4.13 hereto, as the same may be updated by such Loan Party from time to time, and each Loan Party has been at such location since its organization, formation, registration or incorporation, as applicable, or such other location(s) as disclosed in writing to the Administrative Agent and (b) the jurisdiction of organization, formation, registration or incorporation, as applicable, of each Loan Party is as set forth on Schedule 4.13 hereto, as the same may be updated by such Loan Party from time to time.

Section 4.14. Investment Company Act; Governmental Regulations. No Loan Party is required to be registered as an “investment company”, or is a company controlled by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Section 4.15. Federal Reserve Regulations; Exchange Act. Neither the execution and delivery by the Loan Parties of the Finance Documents nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by the Loan Parties will or will cause any Lender or the Letter of Credit Issuer to violate any Margin Regulations or any other regulation of the Board of Governors of the Federal Reserve System applicable to Margin Stock. The Loan Parties are not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. The use of proceeds of any Loans comply with and will comply with the Margin Regulations.

Section 4.16. Employee Benefit Plans. The Loan Parties do not maintain or contribute to, or have any obligation or liability (contingent or otherwise) to contribute to, a Pension Plan or a Multiemployer Plan, including in respect of an ERISA Affiliate, in each case except as would not reasonably be expected to have a Material Adverse Effect, and no ERISA Event has occurred that would reasonably be expected to have a Material Adverse Effect. The assets of each Loan Party do not constitute “plan assets” of any “benefit plan investor” (within the meaning of Section 3(42) of ERISA) for purposes of the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

Section 4.17. Ownership of Investments.

(a) As of the Closing Date, Schedule 4.17(A) (i) contains a complete listing of all Investments owned by each Loan Party (directly or indirectly through a Holding Vehicle) on such date, and identifies each such Investment as either a Credit Investment or an Equity Investment, whether such Investment is an Eligible Credit Investment, an Eligible Equity Investment, Eligible Other Credit Investment or an Excluded Investment, whether such Eligible Equity Investment or Eligible Other Credit Investment is a Value-Add Investment or Core/Core Plus Investment and whether such Eligible Credit Investment is a First Lien Credit Investment, a Second Lien Credit Investment, a HoldCo Credit Investment or a PIK Credit Investment (and if a PIK Investment, whether it is a Qualified PIK Investment) (it being agreed and understood that, notwithstanding any designation on such Schedule 4.17(A), only those Credit Investments that actually constitute “Eligible Credit Investments” as defined herein and those Equity Investments that constitute “Eligible Equity Investments” as defined herein shall be eligible for inclusion in the calculation of the Borrowing Base, Net Asset Value or Aggregate Net Asset Value or any ratio or calculation based thereon); (ii) sets forth the most recent Net Asset Value of such Investment; (iii) sets forth the initial cost or purchase price in respect of such Investment; (iv) specifies the applicable Sector of such Investment; and (v) identifies the location of the issuer of or Obligor relating to such Investment.

(b) As of the Closing Date, the structure of the AIC, the AIC Series and its subsidiaries, including the Loan Parties and their direct Subsidiaries, as depicted on Schedule 4.17(B) is true, complete and accurate in all material respects.

(c) Each Loan Party has good and marketable title to the Investments which it owns (directly or indirectly through a Holding Vehicle), except for any Permitted Liens.

(d) Each Eligible Credit Investment is owned directly by a Borrower or a Subsidiary Guarantor and the Administrative Agent (or the Collateral Trustee) has a valid and perfected first-priority (subject to Permitted Liens) security interest in such Eligible Credit Investments and Underlying Instruments, for the benefit of the Finance Parties.

Section 4.18. Solvency. Each Borrower is Solvent and the Loan Parties on a consolidated basis are Solvent.

ARTICLE 5

COLLATERAL ACCOUNTS

Section 5.01. Accounts; Use of Accounts.

(a) Each Loan Party shall require (subject to the terms and provisions of the Security Documents) the Investment Proceeds to be paid into or deposited into the applicable Collateral Accounts. Should any Loan Party receive any such Investment Proceeds directly or otherwise not deposited into the applicable Collateral Account, it shall promptly deposit (but in any event, within three (3) Business Days) such sums into the applicable Collateral Account; provided that any amounts received during a Cash Control Event shall be paid into such account immediately upon receipt, but in any event not more than two (2) Business Days after receipt thereof. In addition thereto, at any time that there are Obligations outstanding, during the continuance of an Event of Default, a Cash Sweep Event or a Cure Plan Event, each Loan Party shall cause any Holding Vehicle Controlled by such Loan Party to deposit any Investment Proceeds received thereby to be distributed to its equity holder and deposited into the applicable Collateral Accounts as promptly as possible (and, subject to any operational or administrative limitations, within no more than two (2) Business Days and, to the extent of any operational or administrative limitations, within no more than four (4) Business Days), and solely to the extent that such Loan Party does not directly or indirectly Control such Holding Vehicle, shall not take any action to prevent, impede or impair any Investment Proceeds from being paid to such Loan Party; provided that such Holding Vehicle shall not be required to distribute (i) any Permitted Net Amounts, (ii) any amounts it is reasonably required to retain to be utilized to pay for out-of-pocket expenses related to the ordinary course business operations of such entity, or (iii) any amount that any Loan Party (or the relevant Holding Vehicle) has determined, in its commercially reasonable business judgment, that if paid, would reasonably be expected (x) to result in such entity becoming insolvent or bankrupt under any applicable Debtor Relief Law, (y) to violate Applicable Law or (z) to conflict with the fiduciary duties to such Holding Vehicle.

(b) Without the prior written consent of the Administrative Agent and the Required Lenders, no Loan Party shall make or cause the making of any withdrawal or transfer of funds or other assets from any Collateral Account if (i) after giving pro forma effect to such withdrawal, the Borrowers would not be in compliance with the Financial Covenants or (ii) an Event of Default, an Adjusted Cash Sweep Event, an Adjusted Cure Plan Event (solely to the extent a Required Cure Plan with respect to such Cure Plan Event has not been approved by the Required Lenders) or Default pursuant to Section 8.01(a), (g) or (h) has occurred and is continuing or would be triggered after giving pro forma effect to such withdrawal, unless, in each case, such withdrawal shall be applied to the payment of any amounts then due and payable by the Loan Parties under this Agreement. Notwithstanding the foregoing, the Loan Parties shall be permitted to make withdrawals from any Collateral Account for the payment of Permitted Payments (subject to satisfaction of the conditions specified in the definition therein) so long as the Administrative Agent has not elected to exercise exclusive control over such Collateral Account during the existence of a Cash Control Event; provided, that, notwithstanding anything to the contrary set forth herein, the Loan Parties shall not make withdrawals to be used to repurchase or redeem

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Equity Interests of AIC and the AIC Series in an aggregate amount that exceeds 5% of the aggregate net asset value (measured across both AIC Series) of the outstanding shares of the AIC Series in any fiscal quarter. Any withdrawal from a Collateral Account by any Loan Party (excluding any withdrawal resulting in a transfer of funds to another Collateral Account) shall be deemed a representation and warranty by such Loan Party that the applicable conditions set forth in the definition of Permitted Payments has been satisfied.

(c) No Loan Party shall maintain or open any deposit or securities account which holds Investment Proceeds, and no Loan Party shall maintain or open any deposit or securities account which holds Credit Investments or any proceeds attributable thereto, in each case, that is not a Collateral Account. In connection with any replacement of a Collateral Account, the Administrative Agent and the Collateral Trustee (at the direction of the Administrative Agent) is hereby authorized to release the Liens on such replaced account upon the execution of Security Documents relating to such replacement account.

(d) If at any time the Depository at which a Collateral Account is held shall cease to be an Eligible Institution, the Loan Parties shall be required to (i) open a new Collateral Account(s) at an Eligible Institution acceptable to the Administrative Agent in its reasonable discretion, (ii) enter into an Account Control Agreement, in form and substance satisfactory to the Administrative Agent in its reasonable discretion, and (iii) transfer all amounts held in such applicable Collateral Account(s) to such new Collateral Account(s), in each case within thirty (30) days (or such longer time as the Administrative Agent may agree in its reasonable discretion) of the date on which the Borrowers shall have knowledge or be notified by the Administrative Agent that the existing Depository has ceased to be an Eligible Institution.

(e) Each Loan Party shall use its commercially reasonable efforts to ensure that, at all times, the Administrative Agent shall have electronic monitoring access to each Collateral Account that is not held at SMBC and if such access is not obtained, the Loan Parties shall deliver account statements for each Collateral Account to the Administrative Agent at least monthly and more frequently upon the reasonable request of the Administrative Agent.

(f) Each Loan Party hereby agrees that the Administrative Agent may (A) upon the occurrence and during the continuance of a Cash Control Event, exercise exclusive control of each Collateral Account subject to the terms and conditions of the relevant Account Control Agreements, and (B) upon the occurrence and during the continuance of an Event of Default, withdraw from any Collateral Account amounts therein and apply the same ratably to the accrued and unpaid Obligations.

Section 5.02. Further Assurances; Agreement to Deliver Additional Security Documents. The Loan Parties shall promptly upon reasonable request of the Administrative Agent, the Collateral Trustee or any Lender or the Letter of Credit Issuer through the Administrative Agent: (a) correct any material defect or error that may be discovered in any Finance Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Collateral Trustee or any Lender or the Letter of Credit Issuer through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Finance

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Documents, (ii) to the fullest extent permitted by Applicable Law, subject the applicable Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and Lenders the rights granted or now or hereafter intended to be granted to the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and Lenders under any Finance Document or under any other instrument executed in connection with any Finance Document to which such Loan Party is or is to be a party.

Section 5.03. Subordination. During the occurrence and continuation of a Cure Plan Event or an Event of Default, unless required by Applicable Law, if there are any Obligations outstanding under the Finance Documents, the Loan Parties shall not make any payments or advances (other than any Permitted Payments and any other payments or advances expressly permitted hereunder), directly or indirectly, on or with respect to any Financial Indebtedness owed to the Restricted Payees or any other Permitted Financial Indebtedness permitted under clause (d) of the definition thereof whether now existing or hereafter arising and whether direct, indirect, several, joint and several, or otherwise, and howsoever evidenced or created (collectively, the “Other Claims”) unless in case of a Cure Plan Event, such payments or advances are in compliance with an Accepted Cure Plan. All Other Claims, together with all Liens, security interests, and all other encumbrances or charges on assets securing the payment of all or any portion of the Other Claims shall at all times during the continuance of a Cure Plan Event or an Event of Default, if there are any Obligations outstanding under the Finance Documents, be subordinated to and inferior in right and in payment to the Obligations and all Liens, security interests, and all other encumbrances or charges on assets securing all or any portion of the Obligations, and the Borrowers agree to take any actions reasonably requested by the Administrative Agent as are necessary to provide for such subordination between it and any Restricted Payees, inter se, including but not limited to including provisions for such subordination in the documents evidencing the Other Claims.

ARTICLE 6

AFFIRMATIVE COVENANTS

So long as the Lenders have any Commitment to lend or to cause the issuance of any Letters of Credit hereunder, and until payment in full of the Obligations (other than contingent obligations for which no claim has been asserted) under this Agreement and the other Finance Documents, each Loan Party agrees that, without the prior written consent of the Administrative Agent on behalf of the Required Lenders (unless the approval of the Administrative Agent alone or a different number of Lenders is expressly required below).

Section 6.01. Reports and Financial Statements. The Borrowers shall deliver, shall cause to be delivered, or shall make available, as the case may be, to the Administrative Agent each of the following:

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(a) within ninety (90) days after the end of each fiscal year of AIC (or, if the Borrower Representative has notified the Administrative Agent that a longer period is available to AIC under Applicable Law, such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority), commencing with the fiscal year ending December 31, 2025, the consolidated audited financial statements of AIC (including each AIC Series) as of the end of and for such year, all reported on by an independent public accountant of recognized national standing to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of AIC and each AIC Series in accordance with the Accounting Principles consistently (except as disclosed therein) applied; and

(b) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of AIC (or, if the Borrower Representative has notified the Administrative Agent that a longer period is available to AIC under Applicable Law, such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority), the consolidated unaudited financial statements of AIC (including the AIC Series) as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, all certified by a Responsible Officer of AIC as presenting fairly in all material respects the financial condition and results of operations of AIC in accordance with the Accounting Principles consistently (except as disclosed therein) applied, subject to normal year-end audit adjustments, the absence of footnotes and as otherwise described therein.

Notwithstanding anything in this Section 6.01 to the contrary, the Borrowers shall be deemed to have satisfied the requirements of this Section 6.01 if the reports, documents and other information of the type otherwise so required thereby are publicly available when filed on ▇▇▇▇▇ at the ▇▇▇.▇▇▇.▇▇▇ website or any successor service provided by the SEC.

Section 6.02. Compliance Certificates.

(a) The Borrowers shall deliver a Compliance Certificate signed by a Responsible Officer of the Borrower Representative to the Administrative Agent within ten (10) Business Days following delivery of financial statements under clause (a) or (b) of Section 6.01 (the “Compliance Certificate”).

(b) Each Compliance Certificate shall:

(i) certify that no Event of Default, or to its knowledge, no Default or has occurred and is continuing, or, if a Default has occurred and is continuing, specify the details thereof and any action which such Borrower has taken or proposed to be taken with respect thereto as of the date of such financial statements;

(ii) certify as to whether the Borrowers are in compliance with each of the Financial Covenants, set forth the Net Asset Value of the Eligible Investments and set forth reasonably detailed calculations of the Adjusted BB Ratio and the Aggregate Net Asset Value during the fiscal period to which such financial statements relate;

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(iii) certify that no Cash Sweep Event, Cure Plan Event, Adjusted Cash Sweep Event or Adjusted Cure Plan Event has occurred which has not previously been disclosed to the Administrative Agent;

(iv) certify that, to the knowledge of the applicable Responsible Officer, no Exclusion Event has occurred and is continuing with respect to any Eligible Investment which has not previously been disclosed to the Administrative Agent or, if one has occurred, the nature of such Exclusion Event;

(v) annex a copy of the then current Liquidity Forecast and certify that such Liquidity Forecast was prepared by the Borrowers in good faith based on assumptions that the Borrowers believed to be reasonable at the time such Liquidity Forecast was prepared;

(vi) annex an Investment Summary for each Eligible Investment of the Loan Parties;

(vii) annex an updated Schedule 4.17(A) and, if there has been a change in the ownership, name or jurisdiction of organization of any of the Loan Parties or any Additional Borrower or Subsidiary Guarantor has been made a party hereto or any Borrower has acquired or formed a direct Subsidiary during the quarter to which the Compliance Certificate relates, an updated Schedule 4.17(B);

(viii) each quarterly portfolio valuation positive assurance report and independent valuation relating to the Investments of the Loan Parties received from a third party valuation provider during the previously ended quarter;

(ix) set forth the then-current principal amount outstanding in respect of each Subordinated Unsecured Facility;

(x) set forth the type and category of any Distribution or Permitted Payment made by any Loan Party during the period covered by such Compliance Certificate; provided that the type and category of any Permitted Management Fees and Expense Reimbursement Payments made by any Loan Party during such period shall not be required to be set forth in such Compliance Certificate, unless the same were made during a Default, Cash Sweep Event, Cure Plan Event, Adjusted Cash Sweep Event or Adjusted Cure Plan Event; and

(xi) certify that such certificate is accurate and not misleading in any material respect as of the date of such delivery.

Section 6.03. Interim Compliance Certificate.

(a) The Loan Parties shall deliver an Interim Compliance Certificate signed by a Responsible Officer of the Borrower Representative not later than (x) with respect to any of the events described in clause (i) below, ten (10) Business Days prior to the date a Loan Party intends such Investment to be an Eligible Investment (or such shorter period as may be agreed by the

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Administrative Agent), and (y) with respect to any of the events described in clause (ii) through (viii) below, ten (10) Business Days (or, in the case of clause (ii) below, five (5) Business Days) following its knowledge of the occurrence of any of the below events that shall have occurred after the end of the most recent period covered by a Compliance Certificate (or, to the extent more recently delivered, any Interim Compliance Certificate or Appraisal Valuation) (the “Interim Compliance Certificate”):

(i) the acquisition or origination of any Follow-On Investment or new Investment which a Loan Party intends to be an Eligible Investment;

(ii) the occurrence of a Cash Sweep Event, a Cure Plan Event, an Adjusted Cash Sweep Event or Adjusted Cure Plan Event which has not been previously disclosed to the Administrative Agent;

(iii) either (A) the execution of a share and/or asset purchase or assignment (or similar or equivalent) agreement or any Underlying Instruments in respect of such Eligible Investment; or (B) the listing of shares constituting or forming part of such Eligible Investment on an internationally recognized exchange or market;

(iv) the occurrence of any write-downs or write-offs made in respect of any Eligible Investment in accordance with the Valuation Policy;

(v) the Disposition of any Eligible Investment or partial Eligible Investment;

(vi) the occurrence of any Exclusion Event in respect of any Eligible Investment;

(vii) the occurrence of any Credit Investment no longer being an Eligible Credit Investment or the occurrence of any Equity Investment no longer being an Eligible Equity Investment;

(viii) (A) any deduction attributable to distributions of Investment Proceeds made in respect of an Eligible Investment and (B) any increase attributable to any capital contributions made by the applicable Loan Party in respect of such Eligible Investment; and

(ix) the receipt by the Borrower Representative of an Appraisal Valuation;

provided, however, (1) to the extent that the occurrence of any such events in clauses (iii) through (viii) above (individually or in the aggregate) does not result in a decrease of the Net Asset Value of the Eligible Investments or results in a decrease of the Net Asset Value of the Eligible Investments by less than ten percent (10%) or, if a Cash Sweep Event has occurred and is continuing, five percent (5%), then the Loan Parties shall not be required to deliver an Interim Compliance Certificate with respect to any such events, and (2) the extent that the

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occurrence of any such event in clause (ix) above does not result in a decrease of the Net Asset Value of the Eligible Investments or results in a decrease of the Net Asset Value of the Eligible Investments by less than five percent (5%), then the Loan Parties shall not be required to deliver an Interim Compliance Certificate with respect to any such event; provided further, that any changes to the Net Asset Value pursuant to the immediately preceding proviso shall be measured against the most recent Net Aset Value reported by the Loan Parties to the Administrative Agent hereunder.

(b) Each Interim Compliance Certificate shall (to the extent applicable):

(i) describe the details of the relevant event(s) that gave rise to the delivery of such Interim Compliance Certificate;

(ii) set forth the updated Net Asset Value of the relevant Investment(s) after giving effect to any such event(s) and include a reasonably detailed calculation of the Adjusted BB Ratio and the BB Ratio;

(iii) annex an updated Schedule 4.17(A) and, and, if there has been a change in the ownership, name or jurisdiction of organization of any of the Loan Parties or any Additional Borrower or Subsidiary Guarantor has been made a party hereto or any Borrower has acquired or formed a direct Subsidiary during the period to which the Interim Compliance Certificate relates, Schedule 4.17(B);

(iv) if requested by the Administrative Agent, with respect to any new Eligible Credit Investment that, as of the date of the Interim Compliance Certificate, would be one the five (5) largest Eligible Credit Investments of the Borrowers or new Eligible Equity Investment that, as of the date of the Interim Compliance Certificate, would be one of the five (5) largest Eligible Equity Investments of the Borrowers, in each case, based on the Dollar Equivalent of the aggregate Net Asset Value of such Eligible Investments, annex the internally approved investment memo or other underwriting materials relating to such Investment prepared by or on behalf of the Investment Manager or the Borrowers and, with respect to all other new Eligible Investments, an Investment Summary for each such Investment;

(v) set forth the then-current principal amount outstanding in respect of each Subordinated Unsecured Facility; and

(vi) certify that such certificate is accurate and not misleading in any material respect as of the date of such delivery.

Section 6.04. Borrowing Base Certificate. An updated Borrowing Base Certificate certified by a Responsible Officer of the Borrower Representative to be true and correct in all material respects setting forth a calculation of the Availability in reasonable detail at each of the following times: (a) concurrently with each Compliance Certificate delivered pursuant to Section 6.02 and Interim Compliance Certificate delivered pursuant to Section 6.03 (in each case, which may be incorporated directly into such compliance certificate); (b) concurrently with any Loan Notice or Request for Letter of Credit (which may be incorporated directly into such notice or

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request); and (c) promptly and in any event within five (5) Business Days following the date on which an Appraisal Valuation that results in a decrease of the Net Asset Value of the Eligible Investments subject to the Appraisal Valuation by five percent (5%) or more is delivered to the Borrower Representative.

Section 6.05. Information: miscellaneous. The Loan Parties shall deliver to the Administrative Agent:

(a) all monthly performance letters, monthly historical performance reports and any other documents made available by AIC or any AIC Series to their respective investors on a monthly basis within three (3) Business Days of being made available to such investors;

(b) promptly following reasonable request by the Administrative Agent, evidence of the applicable Loan Party’s ownership (directly or indirectly through a Holding Vehicle) of an Eligible Investment, in form and substance acceptable to the Administrative Agent, acting reasonably, subject to confidentiality restrictions with any applicable third parties, so long as such confidentiality restrictions have not been created for the purpose of limiting or restricting disclosure of such information to the Administrative Agent or any of the Lenders and the Loan Parties shall use their commercially reasonable efforts to obtain any necessary consent to allow such disclosure to the Administrative Agent and the Lenders;

(c) as soon as is reasonably practicable upon becoming aware of them, the details of any Proceeding threatened or pending against any of the Loan Parties which if adversely determined, would have or would be reasonably expected to have a Material Adverse Effect;

(d) as soon as is reasonably practicable following a request such further relevant information that the Administrative Agent reasonably requests regarding the financial condition, business and operations of AIC, any AIC Series, the Loan Parties or any Investment, subject to confidentiality restrictions with any applicable third parties;

(e) as promptly as practicable following becoming aware of the same but in any event within two (2) Business Days thereof, notice that any Exclusion Event or any Material Portfolio Event shall have occurred or any Eligible Investment has ceased to be an Eligible Investment;

(f) as promptly as practicable following becoming aware of the same, notice that a sale and purchase or assignment agreement or any similar agreement has been entered into in respect of the Disposal of one or more Eligible Investments and (if known) the anticipated date of completion of such Disposal, in each case, solely to the extent that the occurrence of such Disposal results (or will result) in a requirement to deliver an Interim Compliance Certificate in accordance with Section 6.03 hereof and to the extent the proceeds of such Disposal would constitute Investment Proceeds which would be required to be deposited into a Collateral Account;

(g) [reserved];

(h) as promptly as practicable following the occurrence thereof, notification of any amendment made to the PPM or Constitutional Documents of AIC or any AIC Series reasonably expected to have an adverse effect on the rights, powers, remedies and privileges of the Lenders in any material respect;

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(i) notification of any proposed or contemplated Material AIC Amendment in accordance with Section 7.09(c);

(j) as promptly as practicable after becoming aware of any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, notice of the same including such updated information required therein and if requested by the Administrative Agent, a new Beneficial Ownership Certification;

(k) prior to or substantially simultaneously with any Loan Party making a Distribution or Permitted Payment, notification of the same, which notice shall specify the type and category of such Distribution or Permitted Payment, if immediately before or after giving effect to such Distribution or Permitted Payment, any Cash Sweep Event, Cure Plan Event, Adjusted Cash Sweep Event or Event of Default exists or would result therefrom; and

(l) (x) such other information concerning the business, properties, or financial condition of any Loan Party, any Eligible Investment (including any issuer or Obligor relating to any Eligible Investment) as the Administrative Agent shall reasonably request or the Letter of Credit Issuer or any Lender shall reasonably request (through the Administrative Agent), and which information is not otherwise subject to confidentiality restrictions with third parties so long as such confidentiality obligations have not been created for the purpose of limiting or restricting disclosure of such information to the Administrative Agent or any of the Lenders and the Loan Parties shall use their commercially reasonable efforts to obtain any necessary consent to allow such disclosure to the Administrative Agent and the Lenders, and (y) information and documentation reasonably requested by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or any Lender (through the Administrative Agent) as reasonably required by the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or such Lender to comply with applicable “know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws.

Notwithstanding anything in this Section 6.05 to the contrary, the Loan Parties shall be deemed to have satisfied the requirements of Section 6.05(a) and (h) if the reports, documents and other information of the type otherwise so required thereby are publicly available when filed on ▇▇▇▇▇ at the ▇▇▇.▇▇▇.▇▇▇ website or any successor service provided by the SEC.

Section 6.06. Notification. Each Loan Party shall:

(a) promptly and in any event within five (5) Business Days after such Loan Party obtains knowledge of any of the following events, a Responsible Officer of such Loan Party shall furnish to the Administrative Agent a written notice of each of the following, specifying the details thereof and the action that the affected Person(s) is taking or proposes to take with respect thereto:

(i) the occurrence of any Default or Event of Default,

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(ii) the occurrence of any Cash Sweep Event, Adjusted Cash Sweep Event, Cure Plan Event or Adjusted Cure Plan Event,

(iii) any litigation or governmental proceeding pending or threatened against or involving any Loan Party, or any Person Controlling any Loan Party, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and

(b) promptly and in any event within five (5) Business Days after such Loan Party obtains knowledge of any of the following events, if such event would reasonably be expected to result in a Material Adverse Effect, notify the Administrative Agent in writing of:

(i) any change in the financial condition or business of any Loan Party, AIC or any AIC Series;

(ii) any default under any provision of any security issued by a Loan Party or of any agreement, instrument or other undertaking to which a Loan Party is a party or by which it or any of its property is bound to which any Loan Party is a party, or any acceleration of the maturity of any Financial Indebtedness owing by a Loan Party;

(iii) any uninsured claim against or affecting a Loan Party or any of its properties;

(iv) any Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in connection with: (x) the noncompliance with or violation of the requirements of any Environmental Law, or any permit issued under any Environmental Law, by any Loan Party; or (y) the Release or threatened Release of any Hazardous Material by any Loan Party;

(v) the existence of any Environmental Lien on any properties or assets of any Loan Party;

(vi) any material remedial action taken by a Loan Party in response to any order, consent, decree or judgment of any Governmental Authority or any Environmental Liability; or

(vii) the listing of any of a Loan Party’s properties or assets on SEMS to the extent that a Loan Party obtains knowledge of such listing.

Section 6.07. Restrictions.

(a) Notwithstanding any other provision of the Finance Documents, all reporting and other information requirements in the Finance Documents shall be subject to any confidentiality, regulatory or other restrictions relating to the supply of information concerning or otherwise binding on any of the Investment Manager, AIC, any AIC Series and the Loan Parties, any general partner or manager of the Investment Manager, AIC, any AIC Series and the Loan Parties, any Holding Vehicle, any Portfolio Company or any of their respective Affiliates; provided

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that this Section 6.07 shall not apply to any Compliance Certificate, any Interim Compliance Certificate, the Borrowing Base Certificate or the information referred to in Section 6.01 or Section 6.05 or Section 6.06, in each case, except as otherwise expressly stated therein (which shall in all cases be supplied to the Administrative Agent in accordance with this Agreement).

(b) The Loan Parties shall not enter into any restrictions of a type referred to in paragraph (a) above with the primary intention of circumventing the reporting and other information requirements to which it is subject under the Finance Documents and the Loan Parties shall use their commercially reasonable efforts to obtain any necessary consent to allow such disclosure to the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and the Lenders.

Section 6.08. Authorizations. The Loan Parties shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorization required under any Applicable Law or regulation to:

(a) enable it to perform its obligations under the Finance Documents to which it is a party;

(b) ensure the legality, validity or enforceability against it of any Finance Document, subject to Debtor Relief Laws and general equitable principles (whether considered in a proceeding in equity or at law); and

Section 6.09. Compliance with laws. The Loan Parties shall comply in all respects with all Applicable Laws and regulations to which they may be subject, if failure so to comply would have or be reasonably likely to have a Material Adverse Effect. The Loan Parties will maintain in effect and enforce, or be subject to, policies and procedures reasonably designed to ensure compliance by the Loan Parties, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Loan Parties shall ensure that they conduct their business in all material respects in compliance with applicable Anti-Corruption Laws and applicable Sanctions.

Section 6.10. Taxation. The Loan Parties shall timely file or cause to be filed all U.S. federal income tax returns (if applicable and, in each case, including applicable extensions) and all other material Tax returns and reports required to be filed by the Borrowers, and duly and timely pay and discharge all U.S. federal income Taxes (if applicable and, in each case, including applicable extensions) and all other material Taxes imposed upon it or its assets (except to the extent that (a)(i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) adequate reserves in accordance with the Accounting Principles are being maintained for those Taxes or (b) the failure to file such tax returns or pay such Taxes make payment pending such contest would not reasonably be expected to have a Material Adverse Effect).

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Section 6.11. Maintenance of Liens. The Loan Parties shall ensure:

(a) their payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors; and

(b) the Collateral has first ranking priority and shall not grant or create, or suffer to exist, any prior ranking, pari passu ranking or junior ranking Lien (in each case, subject to Permitted Liens) on the Collateral.

(c) The Loan Parties shall perform, all such acts and execute all such documents as the Administrative Agent may reasonably request in order to enable the Administrative Agent or the Collateral Trustee to file and record every instrument that the Administrative Agent may reasonably deem necessary in order to perfect and maintain the first priority security interests (subject to any Permitted Liens) of the Administrative Agent and the Collateral Trustee in and Liens on the Collateral and otherwise to preserve and protect the rights of the Administrative Agent and the Collateral Trustee in respect of such security interests and Liens. The Administrative Agent and the Collateral Trustee shall have no responsibility for any such filing or recording to be performed by a Loan Party.

Section 6.12. Investment Proceeds. The Loan Parties shall take any and all actions to ensure that no transactions are entered into among any of the Loan Parties, any Holding Vehicle, any Portfolio Company, Apollo, AIC and/or any AIC Series, which have the primary intention of circumventing the payment obligations of the Loan Parties under this Agreement or any restrictions governing Distributions or Dispositions in Sections 7.04 and 7.07 hereunder.

Section 6.13. Access. The Loan Parties shall procure that, so long as an Event of Default has occurred and is continuing:

(a) the Administrative Agent is permitted free access at all reasonable times during normal business hours and on reasonable prior notice at the cost of the Borrowers to the premises, books and records of the Loan Parties; and

(b) provide to the Administrative Agent such information as it may require regarding the Collateral, the Loan Parties or any Investment (including Investment Proceeds).

Section 6.14. Compliance with Constitutional Documents, Valuation Policy and PPM. The Loan Parties will comply, in all material respects, with all covenants and provisions of their Constitutional Documents, the provisions of the Valuation Policy and the terms and conditions of Section VII of the PPM set forth under the headings “Share Repurchases” and “Revenues” except, in the case of the PPM, to the extent of any failure to comply which could not reasonably be expected to adversely affect the obligations of the Loan Parties or the interests of the Administrative Agent, the Collateral Trustee or any of Lenders under the Finance Documents.

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Section 6.15. ERISA Matters. Each Loan Party agrees to use commercially reasonable efforts to promptly provide notice to the Administrative Agent in writing if the assets of such Loan Party constitute “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA.

Section 6.16. Subsidiary Guarantors.

(a) If any Borrower forms, acquires or otherwise owns any direct wholly-owned Subsidiary (or any Subsidiary Guarantor that is released pursuant to clause (b) below acquires or makes any new Investment), such Borrower shall provide prompt written notice of such formation or acquisition or other event to the Administrative Agent and, if such Subsidiary directly or indirectly owns any Investments, then, within thirty (30) days of such Subsidiary directly or indirectly acquiring or originating any Investment (or such later date as may be agreed by the Administrative Agent in its sole discretion), such Borrower shall cause such Subsidiary to execute and deliver (a) a Subsidiary Guarantor Joinder Agreement, (b) such corporate or other action, incumbency of officers, and other documents as is substantially consistent with those delivered by the Subsidiary Guarantors pursuant to Section 3.01(b), (e) and (g) on the Closing Date (in form and substance reasonably acceptable to the Administrative Agent) and (c) an opinion of counsel to such Additional Subsidiary Guarantor reasonably acceptable to the Administrative Agent; provided that no such opinion shall be required to the extent that (i) an opinion acceptable to the Administrative Agent with respect to a Loan Party formed in the same jurisdiction as the Additional Subsidiary has previously been delivered, (ii) no change in law has occurred with respect to such jurisdiction that would alter the analysis of such prior opinion and (iii) if applicable, the Constitutional Documents of such Additional Subsidiary Guarantor is substantially similar to the Constitutional Documents of such other Loan Party, in each case for clauses (ii) and (iii) above, as determined by the Administrative Agent, in its reasonable discretion; provided further that no Additional Subsidiary Guarantor may be formed in a jurisdiction where any Lender is prohibited from lending, or is not otherwise authorized to lend.

(b) The Borrowers may elect, at their option, to release any Subsidiary Guarantor hereunder at any time, upon not less than ten (10) Business Days’ prior notice to the Administrative Agent if (a) such release is in connection with a Disposition not prohibited under Section 7.07 pursuant to which 100% of Investments held by such Subsidiary Guarantor is Disposed of, (b) immediately after giving effect to such release on a pro forma basis, the Borrowers will be in compliance with the Financial Covenants and no Change of Control and no Default or Event of Default under Section 8.01(a), (g), (h), or (l) hereof has occurred and is continuing or will result therefrom (unless, (1) such release was made or committed to prior to the Borrowers’ knowledge of or the occurrence of any such Default or (2) such release is otherwise acceptable to the Administrative Agent and the Required Lenders in their sole discretion), and (c) immediately after giving effect to such release on a pro forma basis, the BB Ratio is less than or equal to 1.00:1.00.

Upon the satisfaction of the above conditions set forth in clause (b), the Administrative Agent shall promptly execute all documents and instruments reasonably necessary for such Subsidiary Guarantor to cease to be a Subsidiary Guarantor hereunder and to release any Liens granted by such Subsidiary Guarantor over its assets.

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ARTICLE 7

NEGATIVE COVENANTS

So long as the Lenders have any Commitment to lend or to cause the issuance of any Letters of Credit hereunder, and until payment and performance in full of the Obligations (other than contingent obligations for which no claim has been asserted) under this Agreement and the other Finance Documents, each Loan Party agrees that, without the prior written consent of the Administrative Agent on behalf of the Required Lenders (unless the approval of the Administrative Agent alone or a different number of Lenders is expressly permitted below):

Section 7.01. Merger. No Loan Party shall (a) liquidate, wind up or dissolve itself (b) merge, amalgamate or consolidate with or into any other Person, unless a Loan Party (or in the case of a merger, amalgamation or consolidation involving a Borrower, a Borrower) is the surviving or continuing entity or (c) Divide.

Section 7.02. Negative Pledge. No Loan Party shall create or suffer to exist any Liens over any Collateral or create or suffer to exist any Liens on any other assets or properties of such Loan Party (for the avoidance of doubt, including any equity interests or other ownership interests held by the Loan Parties in their respective direct Subsidiaries, and excluding any such interests in their respective indirect Subsidiaries), in each case, other than Permitted Liens.

Section 7.03. Financial Indebtedness. Other than Permitted Financial Indebtedness, no Loan Party shall incur, assume, suffer to exist, allow to remain outstanding or otherwise become or remain liable with respect to any Financial Indebtedness.

Section 7.04. Distributions. No Loan Party shall make, pay or declare any dividend, distribution or payment (whether or not in cash), direct or indirect, on account of any Equity Interest in such Loan Party including as a dividend or other distribution and on account of the purchase, redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any such Equity Interest (any such dividend, distribution, payment, purchase, redemption, retirement, sinking fund, purchase or other acquisition, a “Distribution”), in each case, other than (i) any Distributions if, immediately before or after giving effect thereto, no Adjusted Cure Plan Event, Adjusted Cash Sweep Event, Default under Section 8.01(a), (b), (g) or (h) or Event of Default has occurred and is continuing or would result therefrom and (ii) Permitted Payments (subject to the satisfaction of the conditions set forth in the definition thereof); provided, that, notwithstanding anything to the contrary set forth herein, the Loan Parties shall not make Distributions to be used to repurchase or redeem Equity Interests of AIC and the AIC Series in an aggregate amount that exceeds five percent (5%) of the aggregate net asset value (measured across both AIC Series) of the outstanding shares of the AIC Series in any fiscal quarter.

Section 7.05. Use of Proceeds. No Loan, nor any part of the proceeds of the Loans or the Letters of Credit, will be used, directly or knowingly indirectly, or lent, contributed, provided or otherwise made available to, any person (i) for the purpose of financing any activities or business of or with any person or in any country or territory that at such time is the subject of any Sanctions (as of the Closing Date, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, the so-called People’s Republic of Donetsk and the so-called People’s Republic of Luhansk, Cuba, North Korea and Iran), or in any other manner that will result in any violation by any person (including any

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▇▇▇▇▇▇ and the Letter of Credit Issuer) of Sanctions or (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws.

Section 7.06. Certain Corporate Changes. No Loan Party shall change its jurisdiction of incorporation, formation or organization, as applicable, without providing written notice thereof to the Administrative Agent at least ten (10) days prior thereto (or such shorter period as may be agreed by the Administrative Agent in its sole discretion). No Loan Party shall change its name or location of its principal office, chief executive office or principal place of business without providing written notice thereof to the Administrative Agent within thirty (30) days after the occurrence thereof.

Section 7.07. Dispositions. The Loan Parties shall not, and shall not, solely to the extent within its control, permit any Holding Vehicle, to Dispose of any Investment (including any disposition of property to a Divided Entity pursuant to a Division) unless (a) such Disposition is made for fair value (as determined in accordance with the Valuation Policy) on terms no less favorable to the Borrowers than could have been obtained on an arm’s length basis from an unrelated third party, (b) such Disposition is made in accordance with the Constitutional Documents (and, solely to the extent applicable pursuant to Section 2.08(b)(ii), in accordance with any Accepted Cure Plan), (c) the Investment Proceeds of such disposal (if any) are deposited in the Collateral Account (or, solely to the extent required pursuant to Section 2.08(b), applied towards the Obligations) and (d) if a Cash Sweep Event, a Cure Plan Event or an Event of Default pursuant to Section 8.01(b) has occurred and is continuing the consideration paid or payable to such Loan Parties or such Holding Vehicle in respect of such Disposition shall be paid in not less than 100% cash in immediately available funds and, subject to and in accordance with Section 5.01(a), deposited in the Collateral Account (or, solely to the extent required pursuant to Section 2.08(b), applied towards the Obligations); provided that any Disposition of an Investment by a Loan Party to another Loan Party shall not be subject to the requirements of this Section 7.07 so long as (i) no Cash Sweep Event, Cure Plan Event or Event of Default exists or would result from such Disposition, (ii) such Disposition does not adversely affect the rights and obligations of any of the Loan Parties under this Agreement and the other Finance Documents or any of the Underlying Instruments or Equity Investment Documents relating to such Investment or the Lien (if any) of the Administrative Agent or the Collateral Trustee, as applicable, on such Investment and (iii) immediately prior and after giving effect to such Disposition, the Loan Parties party to such Disposition are and will be Solvent.

Section 7.08. Transactions with Affiliates. No Loan Party shall, directly or indirectly, enter into any transaction with any Affiliate unless (a) such transaction is with another Loan Party or (b) such transaction is on fair and reasonable terms no less favorable to such Loan Party, as applicable, than those terms that might be obtained at the time in a comparable arm’s length transaction with a person who is not an Affiliate.

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Section 7.09. Constitutional Document Amendments.

(a) No Loan Party shall alter, amend, modify, terminate, or change any provision of its Constitutional Documents that would (i) impair the Lenders’ rights in the Collateral; (ii) affect such Loan Party’s debts, duties, obligations, and liabilities, other rights, titles, security interests, Liens, powers and privileges in the Investments; (iii) have an adverse effect on the rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and powers and privileges of the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or any of the Lenders hereunder, (iv) cause the Acquisition Strategy or the Valuation Policy to cease to apply to such Loan Party (or any Investments held thereby directly or indirectly through a Holding Vehicle) in any material respect or (v) prohibit the credit facility established by this Agreement or the incurrence of any indebtedness (including the issuance of any Letters of Credit) hereunder (any such amendment, a “Material Loan Party Amendment”) without the prior written consent of the Administrative Agent and the Required Lenders (or the Lenders, in each case as required in accordance with clause (b) below).

(b) With respect to any such proposed Material Loan Party Amendment (each, a “Proposed Amendment”), the applicable Loan Party shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion and on its good faith belief, whether such Proposed Amendment to such Constitutional Documents would constitute a Material Loan Party Amendment within five (5) Business Days of the date on which it received such notification in accordance herewith and shall promptly notify the applicable Loan Party of its determination. If the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Agreement), the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the Proposed Amendment and any other relevant information provided by the Loan Parties, and the Lenders shall have seven (7) Business Days from the date of such notice from the Administrative Agent to deliver their approval or denial thereof.

(c) The Borrowers shall provide not less than ten (10) Business Days prior notice (or such shorter period as may be agreed by the Administrative Agent) in respect of the effectiveness of any alteration, amendment, modification, termination, or change to any provision of the Constitutional Documents of AIC or any AIC Series or the PPM that results in or would reasonably be expected to result in any of the following (any such modification, a “Material AIC Amendment”):

(i) affect or otherwise modify the debt limitations binding upon the Loan Parties in a manner that would permit the Loan Parties to incur or suffer to exist additional Financial Indebtedness (except to the extent permitted by this Agreement) or would reduce such debt limitations in a manner that would affect the Obligations under this Agreement;

(ii) modify, amend or supplement the Valuation Policy to the extent (after giving effect to such changes in the Valuation Policy) the result would be an increase of two percent (2%) or more in the calculation of the AIC Net Asset Value, in the aggregate;

(iii) modify, amend or supplement the Acquisition Strategy applicable to the Loan Parties in a manner that would materially change the investment policy or investment strategy of the Loan Parties in a manner that would affect the nature, type or rating (as applicable) of the Investments held (or permitted to held) by the Loan Parties (directly or indirectly through a Holding Vehicle); or

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(iv) that would result in a Material Adverse Effect.

Section 7.10. Burdensome Restrictions. No Loan Party shall enter into or suffer to exist any agreement or contract (other than the Finance Documents) that contains restrictions, which would prevent or limit its ability to repay the Obligations and or enter into any amendment to its Constitutional Documents that could have the same effect.

Section 7.11. ERISA. No Loan Party shall establish, maintain, contribute to or have liability with respect to any Pension Plan or Multiemployer Plan except as would not reasonably be expected to have a Material Adverse Effect. No Loan Party shall take any action that would cause the underlying assets of such Loan Party to constitute “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA that would give rise to a “non-exempt prohibited transaction” under Section 4975(c)-(1)(A)-(C) of the Code or Section 406(a) of ERISA and would subject Administrative Agent, the Letter of Credit Issuer or any of the Lenders to any tax or penalty under Section 4975 of the Code or Section 502(i) of ERISA.

Section 7.12. Financial Covenants.

(a) The Borrowers shall not permit the Aggregate Net Asset Value to be less than or equal to the product of (i) 1.75 multiplied by (ii) the Total Outstandings at any time.

(b) The Borrowers shall not permit the Net Asset Value of the Eligible Investments to be less than the product of (i) 2.00 multiplied by (ii) the Maximum Commitment at any time.

(c) The Borrowers shall hold at least ten (10) Eligible Investments, each having a Net Asset Value of at least $20,000,000; provided, that any failure of the Borrowers to comply with this Section 7.12(c) shall not result in an Event of Default but a Cash Sweep Event and an Adjusted Cash Sweep Event shall be deemed to have occurred immediately upon such failure.

(d) The Borrowers shall maintain immediate access to Liquid Investments in an aggregate amount that is at least equal to the aggregate amount of Liquid Investments of the Borrowers set forth in the most recently delivered Liquidity Forecast. If any Borrower fails to fund any forecasted non-discretionary amounts in respect of any Eligible Investment (other than any failure resulting from a Borrower’s good faith dispute of its obligation to fund such amount), (a) an Exclusion Event shall be deemed to have occurred with respect to such Eligible Investment pursuant to clause (m) of the definition thereof and such Eligible Investment shall be an Excluded Investment and (b) if the Net Asset Value of such Eligible Investment is greater than seven and a half percent (7.5%) of the Net Asset Value of all Eligible Investments immediately prior to the date of such payment failure, then the Borrowers shall be deemed to have breached this Section 7.12(d).

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Section 7.13. Rule 3a-7 Compliance. No Ironman Subsidiary shall acquire (whether by purchase or substitution) or dispose of a Credit Investment unless the following conditions are satisfied in connection with such acquisition or disposition: (a) such Credit Investment is an “eligible asset” as defined in Rule 3a-7; provided, that such Ironman Subsidiary may purchase or otherwise acquire an asset that is not an “eligible asset” to the extent that the purchase or acquisition of such asset is considered related or incidental to the business of purchasing or otherwise acquiring “eligible assets” under Rule 3a-7; (b) such Credit Investment is being acquired or disposed of in accordance with the terms and conditions set forth herein; and (c) such Credit Investment is not being acquired or disposed of for the primary purpose of recognizing gains or decreasing losses resulting from market value changes.

ARTICLE 8

EVENTS OF DEFAULT

Section 8.01. Events of Default. An “Event of Default” shall exist if any one or more of the following events (herein collectively called “Events of Default”) shall occur and be continuing (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) Non-Payment. Any Loan Party does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable and (i) solely in the case of interest and fees, such failure continues for a period of two (2) Business Days following such failure, and (ii) solely in the case of any amounts other than principal, interest and fees, such failure continues for a period of five (5) Business Days following such failure.

(b) Adjusted BB Ratio. The Adjusted BB Ratio is greater than 1.50:1.00 on any day.

(c) Breach of Specific Covenants. Any Loan Party shall fail to perform, comply with or observe any agreement, covenant or obligation thereof under Section 3.03 or Article 7 (other than Section 7.12(c)) hereof.

(d) Breach of Certain Covenants. Any Loan Party shall fail to perform, comply with or observe any agreement, covenant or obligation thereof under Section 5.01, 5.03, 6.06, 6.11, 6.13 or 6.16(a); provided that no Event of Default shall occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days.

(e) Breach of Covenants under the Finance Documents.

(i) Any Loan Party does not comply with any provision of the Finance Documents to which it is party (other than those provisions referred to in Section 5.01, 5.03, 6.06, 6.11, 6.13 or 6.16(a), Article 7 or Section 8.01(a), (b) or (n)).

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(ii) No Event of Default under paragraph (i) above will occur if the failure to comply is capable of remedy and is remedied within thirty (30) calendar days of the earlier of (i) the Administrative Agent giving notice to the Borrower Representative and (ii) any Responsible Officer of any of the Loan Parties or Investment Manager becoming aware of the relevant matter; provided that if such default is not susceptible of being cured with diligence within said thirty (30) day period, but, in the reasonable determination of Administrative Agent, is susceptible of being cured within an additional period, then such period may be extended by the Administrative Agent after consulting with the Required Lenders, for such additional period of time, not to exceed an additional thirty (30) days, as may reasonably be necessary to cure the same; provided that the applicable Loan Parties commence such cure within such thirty (30) day period and diligently pursues the same until its completion.

(f) Misrepresentation. Any representation or statement made or deemed to be made by any Loan Party in a Finance Document to which it is a party or any other document delivered by or on behalf of such Borrower under or in connection with any Finance Document to which it is a party is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within thirty (30) calendar days of the earlier of (i) the Administrative Agent giving notice to the Borrower Representative and (ii) any Responsible Officer of any of the Loan Parties or Investment Manager becoming aware of the relevant misrepresentation.

(g) Involuntary Bankruptcy; Appointment of Receiver, Etc. There shall be commenced against any Loan Party, AIC, any AIC Series or the Investment Manager an involuntary case seeking the liquidation, provisional liquidation or reorganization of such entity under any Debtor Relief Law or an involuntary case or proceeding seeking the appointment of a receiver, liquidator, provisional liquidator, sequestrator, custodian, trustee or other officer having similar powers of any Loan Party, AIC, any AIC Series or the Investment Manager or to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business, and the petition commencing such involuntary case or proceeding remains undismissed and unstayed for a period of sixty (60) days or an order for relief shall have been issued or entered therein.

(h) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Any Loan Party, AIC, any AIC Series or the Investment Manager shall institute a voluntary case seeking liquidation, provisional liquidation or reorganization under any Debtor Relief Law, or shall consent thereto; or shall consent to the conversion of an involuntary case to a voluntary case; institute any proceeding seeking, or shall consent to or acquiesce in the appointment of, a receiver, liquidator, provisional liquidator, sequestrator, custodian, trustee, restructuring officer or other officer with similar powers of it or to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business; or shall make a general assignment for the benefit of creditors; or shall generally not pay its debts as they become due (ii) or any Loan Party, AIC, any AIC Series or the Investment Manager shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due (or threaten in writing to suspend paying its debts or admits inability to pay its debts as they fall due); or the authorizing body of any Loan Party, AIC, any AIC Series or the Investment Manager adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this Section 8.01(h) or in Section 8.01(g).

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(i) Termination of Finance Documents, Collateral, Etc. (i) Any Finance Document, or any material provision thereof, shall cease to be in full force and effect for any reason or shall be declared null or void, or any Lien in favor of the Administrative Agent, the Collateral Trustee or the Finance Parties shall fail to have or shall cease to be valid or perfected or have the priority required by the relevant Finance Document, except upon a release or termination of such Finance Document or Lien pursuant to the terms thereof; (ii) or any Loan Party shall contest or purport to repudiate or disavow any of its obligations under or the validity or enforceability of any Finance Document or any material provision thereof; provided that if any of the events set forth in the foregoing clauses (i) or (ii) occur as a result of a change in any Applicable Law, and is in the reasonable judgment of the Administrative Agent susceptible of being cured, then the Administrative Agent shall be permitted (in its sole discretion) to provide such Borrower up to thirty (30) days from the date thereof to cure a default arising under this Section 8.01(i) to the reasonable satisfaction of the Administrative Agent.

(j) Judgments and Attachments. Any Loan Party, AIC, any AIC Series or the Investment Manager shall suffer any unsatisfied money judgments, fines, writs or warrants of attachment or similar processes that, in the aggregate, involve an amount in excess $100,000,000 (in each case excluding therefrom money judgments to the extent covered by insurance as to which the carrier has not refused liability) and such judgments, fines, writs, warrants, decrees or other orders shall continue unsatisfied and unstayed for a period of sixty (60) Business Days.

(k) ERISA. (i) An ERISA Event shall occur that would reasonably be expected, individually or together one or more other ERISA Events, to have a Material Adverse Effect, (ii) any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect, or (iii) any Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, and as a result of such termination the aggregate annual contributions of the applicable Borrower and the ERISA Affiliates to all Multiemployer Plans that are then being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such termination occurs by an aggregate amount that would reasonably be expected to result in a Material Adverse Effect.

(l) Material Portfolio Event. A Material Portfolio Event shall have occurred and continue for (x) a period of five (5) Business Days or (y) if the Borrowers deliver within such five (5) Business Day period a plan of action outlining steps to be taken to cure such Material Portfolio Event that is acceptable to the Administrative Agent, in its sole discretion, such longer period as may be agreed by the Administrative Agent, in its sole discretion.

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(m) Cross-Default to Financial Indebtedness. (i) A default shall occur with respect to the payment of any other recourse Financial Indebtedness or Guaranty Obligations of any Loan Party, AIC or any AIC Series in an aggregate amount of not less than five percent (5%) of the Aggregate Net Asset Value or any Loan Party, AIC or any AIC Series fails to observe or perform any other agreement or condition relating to any such Financial Indebtedness, or any other event occurs, in each case, the effect of which default or other event is to cause or permit such creditor to cause such Financial Indebtedness to become due before its stated maturity by acceleration of the maturity thereof as a result of such default by such Loan Party, AIC or such AIC Series; or (ii) there occurs under any Swap Contract, an Early Termination Date (or similar term defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which such Borrower is the Defaulting Party (or similar term defined in such Swap Contract) or (B) any Termination Event (or similar term defined in such Swap Contract) under such Swap Contract as to which such Borrower is an Affected Party (or similar term defined in such Swap Contract) and, in either event, the Swap Termination Value owed by such Borrower as a result thereof is not less than five percent (5%) of the Aggregate Net Asset Value;

(n) Required Cure Plan. The Borrower Representative fails to deliver a Required Cure Plan within the time period required by Section 2.08(b) or any Borrower fails to comply with or to diligently pursue any Accepted Cure Plan as required pursuant to Section 2.08(b) in the good faith and commercially determination of the Administrative Agent.

(o) Dissolution. AIC shall merge, amalgamate or consolidate with or into any other Person, unless AIC shall be the surviving person, and such merger, amalgamation or consolidation shall result in a Material Adverse Effect.

(p) Change of Control. A Change of Control shall have occurred and be continuing.

(q) [Reserved].

(r) Constitutional Documents. Any Loan Party, AIC or any AIC Series shall take any action that results in a violation or breach of its respective Constitutional Documents and such violation or breach could be reasonably expected to have a Material Adverse Effect.

Section 8.02. [Reserved].

Section 8.03. Other Remedies.

(a) If an Event of Default occurs under Section 8.01(g) or 8.01(h), the obligations of the Lenders to make any Loan hereunder and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions shall cease, and the unpaid principal amount of the Loans and all other Obligations shall automatically become immediately due and payable (including the liability to fund the Letter of Credit Liability hereunder), and the obligation of each Borrower to Cash Collateralize the Letter of Credit Liability shall automatically become effective, in each case without further act of Administrative Agent, the Letter of Credit Issuer or any Lender, without presentment, demand, protest, notice or other requirements of any kind, all of which are hereby expressly waived by each Loan Party.

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(b) If any other Event of Default occurs and is continuing, the Administrative Agent may (and at the direction of the Required Lenders shall) and the Collateral Trustee shall at the direction of the Administrative Agent or the Required Lenders by written notice to the Borrower Representative (a) suspend the Commitments of the Lenders (including any obligation of the Letter of Credit Issuer to make L/C Credit Extensions) until such Event of Default is cured or waived; (b) terminate the Commitment of the Lenders hereunder; (c) declare the principal of, and all interest then accrued on, the Obligations to be forthwith due and payable (including the liability to fund the Letter of Credit Liability hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind (other than notice of such declaration) all of which each Loan Party hereby expressly waives, anything contained herein or in any other Finance Document to the contrary notwithstanding; (d) require that each Borrower Cash Collateralize the Letter of Credit Liability in an amount of no less than the Minimum Collateral Amount; (e) exercise any right, privilege, or power set forth in Article 5 hereof or in the Security Documents; or (f) without notice of default or demand, pursue and enforce any of the Administrative Agent’s, the Collateral Trustee’s, the Letter of Credit Issuer’s or the Lenders’ rights and remedies under the Finance Documents, or otherwise provided under or pursuant to any Applicable Law or agreement; provided that the Administrative Agent may select which remedies to exercise unless otherwise directed by the Required Lenders, in which case the Administrative Agent will exercise such remedies as directed by the Required Lenders, and the Collateral Trustee will exercise such remedies as directed by the Administrative Agent or the Required Lenders and provided, further, that if any Event of Default specified in Section 8.01(g) or (h) hereof shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which each Borrower hereby expressly waives.

(c) The Loan Parties hereby agree that, upon the occurrence and during the continuation of an Event of Default, they will, at the expense of the Loan Parties and at the direction of the Administrative Agent, forthwith, (i) assemble all or any part of the Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent (or, if directed by the Administrative Agent, the Collateral Trustee) at a place to be designated by the Administrative Agent and (ii) without notice except as specified below, sell the Collateral or any part thereof upon such terms, in such lots, to such buyers, and according to such other instructions as the Administrative Agent may deem commercially reasonable. The Loan Parties agree that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Loan Parties of any sale hereunder shall constitute reasonable notification. All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be applied to the Obligations in accordance with Section 8.04.

(d) (i) Upon the occurrence and during the continuation of an Event of Default, if the Administrative Agent or the Collateral Trustee (at the direction of the Administrative Agent or the Required Lenders) elects to sell the Credit Investments in whole or in part, at a public or private sale, in one or more transactions, the Borrower Representative (on behalf of itself or any other Loan Party) and/or any Affiliate designated by the Borrower Representative may purchase the Credit Investments, in whole but not in part, prior to such sale at a purchase price

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that is not less than the amount of the Obligations as of the date of such proposed sale less the amount of any cash held in the Collateral Accounts and available to the Administrative Agent to repay such Obligations as of the date of such proposed sale. The right of the Loan Parties and their Affiliates to purchase the Credit Investments and any related limitation on the Administrative Agent’s or the Collateral Trustee’s right to sell any or all of the Credit Investments then or in the future shall terminate at 4:00 p.m. on the tenth (10^th) Business Day from the Business Day on which the Borrower Representative has received written notice of the Administrative Agent’s or the Collateral Trustee’s election to sell all or any portion of such Credit Investments.

(ii) It is understood that any Loan Party and/or any Affiliate of the Loan Party may purchase the Credit Investments at a price not less than the amount of the Obligations as of the date of such proposed sale less the amount of any cash held in the Collateral Accounts and available to the Administrative Agent to repay such Obligations as of the date of such proposed sale.

(e) Notwithstanding anything to the contrary in this Agreement or any other Finance Document:

(i) when exercising any or all of its rights, remedies and powers under any of the Finance Documents to enforce any Transaction Security, the Administrative Agent shall use reasonable endeavors to maximize the proceeds of the enforcement of such Transaction Security (without being under any obligation to delay the timing of any sale or appropriation); and

(ii) if while an Event of Default is continuing the Obligations at that time are indefeasibly repaid in full in cash and the obligations of the Finance Parties under this Agreement cease, all Collateral and obligations of the Loan Parties under the Finance Documents to which they are a party shall be released and discharged; provided, that the Obligations of each Loan Party under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Loan Party agrees that it will indemnify the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and each Lender on written demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable fees of one firm serving as the Administrative Agent’s outside counsel and any necessary local counsel) incurred by such Person in connection with such rescission or restoration, including any such reasonable costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 8.04. Application of Proceeds. If the unpaid principal amount of the Loans and all other Obligations have become due and payable following an Event of Default and the Letter of Credit Liability has automatically been required to be Cash Collateralized, and such acceleration and its consequences have not been rescinded and annulled, any funds collected by the Administrative Agent, the Collateral Trustee or any Lender Agent; hereunder or pursuant to any other Finance Document shall be applied (subject to Section 2.11) by the Administrative Agent, the Collateral Trustee and the Lenders in the following order:

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First, to pay all fees, costs, expenses and indemnities of the Administrative Agent, the Collateral Trustee and the Custodian;

Second, to pay all accrued and unpaid accrued and unpaid Letter of Credit fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause Second payable to them;

Third, to pay all unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the Letter of Credit Issuer in proportion to the respective amounts described in this clause Third held by them;

Fourth, to Administrative Agent for the account of the Letter of Credit Issuer, to Cash Collateralize that portion of the Letter of Credit Liability comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrower Parties pursuant to Section 2.06 or Section 8.03 in an amount of not less than the Minimum Collateral Amount;

Fifth, to pay, on a pari passu basis, any other outstanding Obligations; and

Sixth, to pay the remainder, if any, to the Borrowers or to any other person legally entitled thereto.

Notwithstanding the foregoing, the Administrative Agent shall, at its option use any amounts received on account of the Obligations, including any Investment Proceeds to make payments set forth above in respect of the Obligations, or in lieu thereof, to make payments in respect of Equity Investment Obligations or Credit Investments that are Revolving Loans or Delayed Draw Loans to the extent then due and payable.

ARTICLE 9

THE ADMINISTRATIVE AGENT

Section 9.01. Appointment.

(a) Authority of the Administrative Agent. Each Lender and the Letter of Credit Issuer hereby designates and appoints SMBC, as the Administrative Agent of such Lender and the Letter of Credit Issuer to act as specified herein and the other Finance Documents, and each such Lender and the Letter of Credit Issuer hereby authorizes the Administrative Agent, as the agent for such Lender and the Letter of Credit Issuer, to take such action on its behalf under the provisions of this Agreement and the other Finance Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of the other Finance Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Finance Documents, the Administrative Agent shall not have any duties or responsibilities, except those

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expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Finance Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and none of the Loan Parties or any Affiliate of the foregoing (each, a “Borrower Party”) or any investor or its Affiliates shall have any rights as a third-party beneficiary of the provisions hereof (except for the provisions that explicitly relate to the Loan Parties in Section 9.10 hereof). In performing its functions and duties under this Agreement and the other Finance Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower Party.

(b) Release of Collateral. The Finance Parties irrevocably authorize the Administrative Agent, at the Administrative Agent’s option and in its sole discretion, to release any security interest in or Lien on any Collateral granted to or held by the Administrative Agent: (i) upon termination of this Agreement and the other Finance Documents, termination of the Commitments and payment in full of all of the Obligations, including all fees and indemnified costs and expenses that are then due and payable pursuant to the terms of the Finance Documents; (ii) pursuant to any express provision of any Finance Document; and (iii) if approved by the Lenders pursuant to the voting thresholds provided for in this Agreement. Upon the request of the Administrative Agent, the Lenders shall confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.01(b).

Section 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties hereunder or under the other Finance Documents by or through agents or attorneys-in-fact and shall be entitled to advice of legal counsel, accountants, and other professionals selected by the Administrative Agent concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to any Lender for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care, nor shall it be liable for any action taken or suffered in good faith by it in accordance with the advice of such Persons.

Section 9.03. Exculpatory Provisions. Neither the Administrative Agent nor any of its Affiliates, nor any of their respective officers, directors, employees, agents or attorneys-in-fact, shall be liable to any Lender for any action lawfully taken or omitted to be taken by it or such person under or in connection herewith or in connection with any of the other Finance Documents (except for its or such person’s own gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction) or responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Parties contained herein or in any of the other Finance Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for therein, or received by the Administrative Agent under or in connection herewith or in connection with the other Finance Documents, or enforceability or sufficiency therefor of any of the other Finance Documents, or for any failure of a Borrower Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement, or any of the other Finance Documents or for any representations, warranties, recitals or statements

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made herein or therein or made by any Borrower Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Parties. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders hereunder and/or pursuant to the Pledge and Security Agreements, as each is governed by New York law. Each Lender recognizes and agrees that the Administrative Agent shall not be required to determine independently whether the conditions described in Section 3.01 and 3.02 hereof have been satisfied and, when the Administrative Agent disburses funds to any Borrower, it may rely fully upon statements contained in the relevant requests by any Borrower.

Section 9.04. Reliance on Communications. The Administrative Agent and the Letter of Credit Issuer shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, email, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Borrower Parties, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless an Assignment Agreement shall have been delivered to the Administrative Agent in accordance with Section 12.06 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Finance Documents unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Finance Documents in accordance with a request of the Required Lenders (or to the extent specifically required, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender, the Letter of Credit Issuer or a Borrower Party referring to the Finance Document, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders and the Letter of Credit Issuer. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders and as is permitted by the Finance Documents.

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Section 9.06. Non-Reliance on the Administrative Agent and the Lenders. Each Lender and the Letter of Credit Issuer expressly acknowledges that neither the Administrative Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or attorneys-in-fact has made any representations or warranties to it and that no act by the Administrative Agent or any Affiliate thereof hereinafter taken, including any review of the affairs of any Borrower Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender or the Letter of Credit Issuer. Each Lender and the Letter of Credit Issuer represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent, the Letter of Credit Issuer or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties and made its own decision to make its Loans and other extensions of credit hereunder and enter into this Agreement. Each Lender and the Letter of Credit Issuer also represents that it will, independently and without reliance upon the Administrative Agent, the Letter of Credit Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 9.07. Indemnification. The Lenders agree to, jointly and severally, indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following payment in full of the Obligations) be incurred by the Administrative Agent in its capacity as such in any way relating to or arising out of this Agreement or the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence, fraud or willful misconduct of the Administrative Agent as determined in a final and non-appealable judgment by a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section 9.07 shall survive the payment of the Obligations.

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Section 9.08. Administrative Agent in Its Individual Capacity. With respect to the Loans made and all obligations owing to it, the Administrative Agent acting in its individual capacity shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity. The Administrative Agent acting in its individual capacity and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Borrower as though the Administrative Agent were not an agent hereunder and without any duty to account therefor to the other Lenders.

Section 9.09. Successor Agent. The Administrative Agent may, (i) with the written consent of the Borrower Representative in its sole discretion, or (ii) resign upon twenty (20) days’ written notice to the Lenders and the Borrowers. In addition, the Required Lenders may remove the Administrative Agent upon twenty (20) days’ written notice to the Administrative Agent and Borrowers (i) for gross negligence, fraud or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction or (ii) if the Administrative Agent ceases to be a Lender hereunder. Upon any such resignation or removal of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent (subject, except when an Event of Default of the type described in Section 8.01(a), (g) or (h) hereof (or any other Event of Default which has continued uncured for a period of thirty (30) days) exists, to the consent of the Borrower Representative, such consent not to be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within sixty (60) days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent (subject, except when an Event of Default of the type described in Section 8.01(a), (g) or (h) hereof (or any other Event of Default which has continued uncured for a period of thirty (30) days) exists, to the consent of the Borrower Representative, not to be unreasonably withheld); provided that such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall have been appointed and shall have accepted such appointment as provided for above). Prior to the occurrence and continuance of an Event of Default pursuant to Section 8.01(a), (g) or (h) hereof that has not been cured within sixty (60) calendar days, in no event may any Competitor be appointed successor Administrative Agent hereunder without the prior written consent of the Borrower Representative. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as the Administrative Agent under this Agreement and the other Finance Documents and the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

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Section 9.10. Reliance by the Borrowers. Each Borrower shall be entitled to rely upon, and to act or refrain from acting on the basis of, any notice, statement, certificate, waiver or other document or instrument delivered by the Administrative Agent to such Borrower so long as the Administrative Agent is purporting to act in its respective capacity as the Administrative Agent pursuant to this Agreement, and such Borrower shall not be responsible or liable to any Lender (or to any participant or assignee), or as a result of any action or failure to act (including actions or omissions which would otherwise constitute defaults hereunder) which is based upon such reliance upon the Administrative Agent. Such Borrower shall be entitled to treat the Administrative Agent as the properly authorized Administrative Agent pursuant to this Agreement until such Borrower shall have received notice of resignation, and such Borrower shall not be obligated to recognize any successor Administrative Agent until such ▇▇▇▇▇▇▇▇ shall have received written notification satisfactory to it of the appointment of such successor.

Section 9.11. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, provisional liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Finance Parties acknowledge and agree that the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Finance Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Finance Parties and their respective agents and counsel and all other amounts due the Finance Parties hereunder) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, provisional liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Finance Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Finance Party, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Finance Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Finance Party or to authorize the Administrative Agent to vote in respect of the claim of any Finance Party in any such proceeding.

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Section 9.12. Delivery of Notices to the Lenders. Promptly upon receipt of any written notice, report or information from the Borrowers under the Finance Documents, the Administrative Agent will provide copies of such notice, report or information to the Lenders in a time and manner reasonable under the circumstances.

Section 9.13. Erroneous Payments.

(a) If the Administrative Agent notifies a Lender or any person who has received funds on behalf of a Lender (any such Lender or other recipient, but in any event excluding any Loan Party and its Affiliates, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), (i) such Erroneous Payment comprised of funds of the Administrative Agent shall at all times remain the property of the Administrative Agent, (ii) such Erroneous Payment comprised of funds of a Loan Party shall at all times remain the property of such Loan Party, and (iii) such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received). To the extent that any demand under this clause (a) with respect to an Erroneous Payment is made: (x) within two (2) Business Days that any such funds were received in error by a Payment Recipient, such Payment Recipient shall repay the Erroneous Payment, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent and (y) after two (2) Business Days any such funds were received in error by a Payment Recipient, such Payment Recipient shall repay the Erroneous Payment together with interest thereon in respect of each day from and including the date that Administrative Agent demands repayment of such Erroneous Payment (or portion thereof) to the date such amount is repaid to the Administrative Agent; in each case, in same day funds with a rate of interest equal to the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

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(i) an error may have been made (in the case of immediately preceding clause (x) or (y)), or an error has been made (in the case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment; and

(ii) such Payment Recipient shall promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.13(b).

(c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Finance Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount due to the Administrative Agent under the immediately preceding clause (a) or under the indemnification provisions of this Agreement; provided that to the extent (i) such Erroneous Payment is comprised of the Administrative Agent’s funds and (ii) the amounts owing to such Lender constitute Loans, the Loans held by such Lender shall remain Loans hereunder and shall be deemed to be assigned to the Administrative Agent and the Administrative Agent shall become a Lender holding such Loans.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency (such assignment of Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment Agreement (or, to the extent applicable, an agreement incorporating an Assignment Agreement by reference pursuant to an approved electronic communication method pursuant to Section 12.01(b) hereof, as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the applicable Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

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(e) The parties hereto agree that an Erroneous Payment shall not be deemed to pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or held on behalf of, a Borrower for the purpose of prepaying, repaying, discharging or otherwise satisfying any Obligations owed by such Borrower.

(f) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Finance Document.

(h) Notwithstanding anything to the contrary herein or in any other Finance Document, no Borrower nor any of its Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 9.13 in respect of any Erroneous Payment (other than having consented to the assignment referenced in Section 9.13(d) above).

(i) The provisions of this Section 9.13 shall similarly apply to any Erroneous Payment sent by the Collateral Trustee or the Custodian, mutatis mutandis.

ARTICLE 10

COLLATERAL TRUSTEE

Section 10.01. Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Collateral Trustee to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Finance Documents as are delegated to the Collateral Trustee by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement, the Collateral Trustee shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Administrative Agent or the Required Lenders, and such instructions shall be binding; provided that the Collateral Trustee shall not be required to take any action which exposes the Collateral Trustee to liability or which is contrary to this Agreement or the Finance Documents or Applicable Law unless the Collateral Trustee is furnished with an indemnification satisfactory to the Collateral Trustee. The Borrowers agree to compensate the Collateral Trustee, for fees as set forth herein and in the fee letter between the Collateral Trustee and the Borrowers, on or prior to

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the commencement of each calendar year or on such terms and frequency as agreed to by the Borrowers and the Collateral Trustee and subject to limitations set forth herein or therein. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action pursuant to, the Finance Documents, the Collateral Trustee shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Collateral Trustee is hereby directed to execute and deliver each of the Finance Documents to which the Collateral Trustee is intended to be a party.

Section 10.02. Collateral Trustee and Affiliates. The Collateral Trustee and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Loan Parties or any Affiliates thereof or any employee of any of the Loan Parties as if it were not the Collateral Trustee hereunder; provided that for so long as the Ironman Subsidiaries seek to rely on Rule 3a-7, the Collateral Trustee shall not offer or provide credit or credit enhancement to the Ironman Subsidiaries.

Section 10.03. Actions by the Collateral Trustee. The obligations of the Collateral Trustee hereunder are only those expressly set forth herein. The Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein or in the Finance Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Trustee shall be read into this Agreement or any other Finance Document or shall otherwise exist against the Collateral Trustee. The provisions of this Article 10 are solely for the benefit of the Collateral Trustee and the Finance Parties (other than Sections 10.01, 10.03 and 10.07, which are also for the benefit of the Loan Parties). In performing its functions and duties solely under this Agreement, and under the other Finance Documents, the Collateral Trustee shall act solely as the agent of the Finance Parties and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Finance Parties. Without limiting the generality of the foregoing, the Collateral Trustee shall not be required to take any action with respect to any Event of Default, except as expressly provided herein and the Finance Documents. In connection with any act or action (including failure to act) that the Collateral Trustee is authorized to take in connection with this Agreement or any Finance Documents, the Collateral Trustee may (and it shall be deemed reasonable for the Collateral Trustee to) request instructions from the Administrative Agent or the Required Lenders with respect to such act or action (including failure to act) (and it shall be deemed reasonable for the Collateral Trustee to) take any act or action (including failure to act) so instructed by the Administrative Agent or the Required Lenders. If the Collateral Trustee requests instructions from the Administrative Agent or the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Finance Document, the Collateral Trustee shall be entitled to refrain from such act or taking such action unless and until the Collateral Trustee shall have received instructions from the Administrative Agent or the Required Lenders, as applicable; and the Collateral Trustee shall not incur liability to any Finance Party by reason of so refraining.

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Section 10.04. Delegation of Duties; Consultation with Experts. The Collateral Trustee may execute any of its duties under this Agreement or any of the Finance Documents by or through its subsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Trustee shall not be responsible for the actions or omissions of any unaffiliated agents or attorneys-in-fact selected by it with due care. The Collateral Trustee may consult with legal counsel, independent public accountants and other experts selected by it with due care and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 10.05. Liability of the Collateral Trustee.

(a) Neither the Collateral Trustee nor any of its affiliates, directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (1) at the direction of any Loan Party in the manner and to the extent expressly provided in this Agreement or other Finance Document, (2) with the consent or at the request of the Administrative Agent or the Required Lenders or (3) in the absence of its own gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction. Neither the Collateral Trustee nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (1) any statement, warranty or representation made in connection with this Agreement or any Loan hereunder or any Finance Document; (2) the performance or observance of any of the covenants or agreements of the Loan Parties; (3) the satisfaction of any condition specified in Section 3; or (4) the validity, effectiveness or genuineness of this Agreement, the other Finance Documents or any other instrument or writing furnished in connection therewith (including, for the avoidance of doubt, the existence, priority or perfection of the liens and security interests granted hereunder or under any Finance Document). The Collateral Trustee shall not incur any liability by acting in good faith or refraining from acting in reliance upon any notice, consent, certificate, resolution, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, electronic communication or other writing, paper or document (which may be a bank wire, telex, electronic mail or similar writing) reasonably believed by it in good faith to be genuine or to be signed or sent by the proper party or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Collateral Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Finance Document or any other document furnished in connection herewith or therewith in accordance with a request of the Administrative Agent or the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Under no circumstances shall the Collateral Trustee be deemed liable for any special, indirect, punitive, incidental or consequential damages (including lost profits) even if the Collateral Trustee has been advised of the likelihood of such damages and regardless of the form of action. Without limiting the generality of the foregoing, the Collateral Trustee may conclusively rely without inquiry on any consent or request as being conclusive evidence of the authority of such party to make such consent or request and that such consent or request was made in accordance with this Agreement or any other Finance Document.

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(b) The following additional provisions apply with respect to the Collateral Trustee:

(i) the Collateral Trustee shall not be deemed to have notice or knowledge of the occurrence and continuance of an Event of Default until a Trust Officer of the Collateral Trustee shall have received written notice (which notice shall refer to this Agreement and state that such notice is a notice of Event of Default) thereof from the Administrative Agent, the Letter of Credit Issuer, a Loan Party or a Lender;

(ii) no provision of this Agreement or the other Finance Documents shall require the Collateral Trustee to advance, expend or risk its own funds or otherwise incur any financial liability or expense in the performance of any of its duties hereunder or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk, expense or liability is not reasonably assured to it;

(iii) the Collateral Trustee shall not be under any liability for interest on any funds received by it hereunder except to the extent of income or other gain on Eligible Investments which are deposits in or certificates of deposit of the Collateral Trustee or any Affiliate in its commercial capacity and income or other gain actually received (and not subsequently reinvested, withdrawn or distributed) by the Collateral Trustee in Eligible Investments; and

(iv) the Collateral Trustee shall not liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, natural disasters, strikes, lockouts, riots, acts of war and interruptions, epidemics or pandemics, quarantines, national emergency, losses or malfunctions of utilities, computer (hardware or software) or communications services, malware or ransomware attacks); it being understood that the Collateral Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

(c) The Collateral Trustee shall not have any duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement or the other Finance Documents, and no covenants or obligations shall be implied in this Agreement or the other Finance Documents against the Collateral Trustee. The Collateral Trustee shall not be under any obligation to exercise or honor any of the rights or powers vested in it by this Agreement at the request or direction of the Administrative Agent or the Required Lenders (or any other Person authorized or permitted to direct the Collateral Trustee hereunder, including without limitation, any Lender) pursuant to this Agreement or such other Finance Document, unless one or more Lenders or other such Persons shall have offered the Collateral Trustee security or indemnity acceptable to the Collateral Trustee against costs, expenses and liabilities (including any legal fees) that might reasonably be incurred by it in compliance with such request or direction. For the avoidance of doubt, the Collateral Trustee shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any other Finance Document unless and until directed by the Administrative Agent or the Required Lenders.

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(d) The Collateral Trustee and its Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Trustee’s economic self-interest for (1) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (2) using Affiliates to effect transactions in certain Eligible Investments, and (3) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.

(e) Without limiting the generality of any terms of this section, the Collateral Trustee shall not have any liability for any failure, inability or unwillingness on the part of the Lenders or the Loan Parties to provide accurate and complete information on a timely basis to the Administrative Agent or otherwise on the part of any such party to comply with the terms of this Agreement or the other Finance Documents, and shall have no liability for any inaccuracy or error in the performance or observance on the its part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(f) The Collateral Trustee shall not be under any obligation to (A) confirm or verify whether the conditions to the delivery of Collateral have been satisfied or to determine whether (1) an Investment is a Credit Investment or an Equity Investment or is otherwise eligible for purchase hereunder, (2) an Investment is an Eligible Credit Investment or an Eligible Equity Investment meets the criteria in the definition thereof or is otherwise eligible for purchase hereunder or (B) evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Ironman Subsidiaries in connection with the grant by the Ironman Subsidiaries to the Collateral Trustee of any item constituting the Collateral or otherwise, or in that regard to examine any underlying documents, in order to determine compliance with the applicable requirements of and restrictions on transfer of an Investment or Eligible Investment.

(g) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Collateral Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Collateral Trustee. Accordingly, each of the parties agrees to provide to the Collateral Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Trustee to comply with Applicable Laws.

(h) The grant of any permissive right or power hereunder (without an explicit duty to act) to the Collateral Trustee shall not be construed to impose a mandatory duty to act.

(i) The Collateral Trustee shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information (other than Collateral) received by the Collateral Trustee from any Loan Party, any Lender or any other Person under or in connection with this Agreement or any Finance Document except (1) as specifically provided in this Agreement or any Finance Document, and (2) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Collateral Trustee at the time of receipt of such request and then only in accordance with such specific request.

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(j) The delivery of reports, and other documents and information to the Collateral Trustee hereunder or under any other Finance Document is for informational purposes only and the Collateral Trustee’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Trustee is hereby authorized and directed to execute and deliver the other Finance Documents to which it is a party. Whether or not expressly stated in such Finance Documents, in performing (or refraining from acting) thereunder, the Collateral Trustee shall have all of the rights, benefits, protections, immunities and indemnities which are afforded to it in this Agreement.

(k) Except as expressly provided herein or in any other Finance Document, nothing herein shall be construed to impose an obligation on the part of the Collateral Trustee to recalculate, evaluate or verify any report, certificate or information received by it from any Loan Party or any Lender or to otherwise monitor the activities of the Loan Parties.

(l) The Collateral Trustee shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

(m) The Collateral Trustee shall not in any event have any liability for the actions or omissions of the Loan Parties, the Lenders or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Loan Parties, the Lenders or any other Person. The Collateral Trustee shall not be liable for failing to perform or delay in performing its specified duties hereunder which results from or is caused by a failure or delay on the part of the Loan Parties, the Lenders or another Person in furnishing necessary, timely and accurate information to the Administrative Agent provided that such information is required to be delivered to the Collateral Trustee hereunder or is requested by the Collateral Trustee from such Person.

Section 10.06. Eligibility; Disqualification. The Collateral Trustee hereunder shall at all times (i) be a corporation or national banking association organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, (ii) have a long-term senior unsecured debt or issuer rating of at least “BBB-” by S&P, (iii) have (x) in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or (y) in the case of an entity that is not subject to risk-based capital adequacy requirements, a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and (iv) satisfy the requirements for a trustee set forth in paragraph (a)(4)(i) of Rule 3a-7. If such corporation publishes reports of condition at least annually, either pursuant to law or to the requirements of such supervising or examining authority, then for the purpose of this Section 10.06, the risk-based capital or the combined capital and surplus of such corporation, as the case may be, shall be deemed to be its risk-based capital or combined capital and surplus as set forth in the most recent report of condition so published. If the Collateral Trustee ceases at any time to be eligible in accordance with the provisions of this Section 10.06, the Collateral Trustee shall resign immediately in the manner and with the effect specified in Section 10.07.

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Section 10.07. Successor Collateral Trustee. The Collateral Trustee may resign at any time by giving at least 60 days’ notice thereof to the Administrative Agent, the Lenders and the Borrower Representative; provided that any such resignation shall not be effective until a successor collateral trustee shall have been appointed and approved in accordance with this Agreement. In addition, upon the Administrative Agent or the Required Lenders exercising good faith that the Collateral Trustee has acted with gross negligence or committed an act of willful misconduct or failed to act as required due to gross negligence or willful misconduct in its capacity as collateral trustee hereunder, the Administrative Agent or the Required Lenders may immediately remove the Collateral Trustee. Upon any such resignation or removal, the Administrative Agent and the Required Lenders shall have the right to appoint a successor Collateral Trustee with the consent of the Borrower Representative (such consent not to be unreasonably conditioned, withheld or delayed); provided that the Loan Parties agree to cooperate in good faith with the Collateral Trustee, the Administrative Agent and the Required Lenders to find an acceptable successor Collateral Trustee as soon as practicable under the circumstances. If no successor Collateral Trustee shall have been so appointed by the Administrative Agent and the Required Lenders and approved by the Borrower Representative, and shall have accepted such appointment, within 60 days after the notice of resignation or removal thereof, then the retiring Collateral Trustee may (at the expense of the Borrowers) (a) petition a court of competent jurisdiction to appoint a successor Collateral Trustee or (b) appoint a successor Collateral Trustee, in each case, which such successor Collateral Trustee shall meet the requirements of Section 10.06. Upon the acceptance of its appointment as the Collateral Trustee by a successor Collateral Trustee, such successor Collateral Trustee shall thereupon succeed to and become vested with all the rights and duties of the retiring Collateral Trustee, and the retiring Collateral Trustee shall be discharged from its duties and obligations hereunder, and the successor Collateral Trustee shall provide written notice of such appointment to the Lenders, the Letter of Credit Issuer, the Administrative Agent and the Borrower Representative. After the retiring Collateral Trustee’s resignation hereunder, the provisions of this Section 10.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Trustee. Any Person into which the Collateral Trustee may be sold, merged or converted or with which it may be consolidated, or any Person resulting from any sale, merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust services business of the Collateral Trustee shall be the successor of the Collateral Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto.

ARTICLE 11

GUARANTY

Section 11.01. Guaranty of Payment. Each Loan Party hereby unconditionally guarantees to each Lender, the Letter of Credit Issuer, the Collateral Trustee and the Administrative Agent the prompt payment of the Obligations (other than, solely in the case of a Borrower, with respect to its direct Obligations as a primary obligor (as opposed to a guarantor) under the Finance Documents) in full when due (whether at stated maturity, as a mandatory prepayment, by

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acceleration or otherwise) and the timely performance of all other payment obligations of the Borrowers under this Agreement and the other Finance Documents (such guaranty by such Loan Parties, the “Guaranty”). This Guaranty is a guaranty of payment and not of collection and is a continuing irrevocable guaranty and shall apply to all of the Obligations of the Borrowers whenever arising until such Obligations have been paid in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made). Notwithstanding any provision to the contrary contained herein or in any of the other Finance Documents, to the extent the obligations of any Loan Party shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Loan Party hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or state or otherwise and including Debtor Relief Laws).

Section 11.02. Obligation Unconditional. The obligations of each Loan Party under this Guaranty are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Finance Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or Loan Party (other than payment or performance in full of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made)). Each Loan Party agrees that its Guaranty may be enforced by the Administrative Agent, for the benefit of the Finance Parties, without the necessity at any time of resorting to or exhausting any other security or Collateral and without the necessity at any time of having recourse to the Note or any other of the Finance Documents or any Collateral, if any, hereafter securing the Obligations or otherwise and each Loan Party hereby waives the right to require the Administrative Agent or the Lenders to make demand on or proceed against any Borrower or any other Person or to require the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Loan Party further agrees that nothing contained in this Guaranty shall prevent the Administrative Agent or the Lenders from suing on the Note or any of the other Finance Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, any other of the Finance Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Loan Party’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of each Loan Party that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Borrowers or any Subsidiary Guarantor or by reason of the bankruptcy or insolvency of the Borrowers or such Subsidiary Guarantor. Each Loan Party waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender on the Guaranty or acceptance of the Guaranty. The Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guaranty. All dealings between the Borrowers and the

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Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the Guaranty. Each Loan Party represents and warrants that it is, and immediately after giving effect to the Guaranty and the obligations evidenced hereby, will be Solvent. This Agreement and the obligations of each Loan Party hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made)), including the occurrence of any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) of this Agreement and any other Finance Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Obligations, (C) to the fullest extent permitted by law, any of the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or the Collateral Trustee that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made)), and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Loan Party as an obligor in respect of the Obligations.

Section 11.03. Modifications. Each Loan Party agrees that: (a) all or any part of the Collateral now or hereafter held for the Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) none of the Lenders, the Letter of Credit Issuer, Collateral Trustee, Custodian nor the Administrative Agent shall have any obligation to protect, perfect, secure or insure any such security interests, Liens or encumbrances now or hereafter held, if any, for the Obligations (provided that any action or inaction on the part of any Finance Party that is within its reasonable control that adversely affects any such security interest, Lien or encumbrance shall not constitute a Default or an Event of Default); (c) the time or place of payment of the Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrowers, Subsidiary Guarantors and any other party liable for payment under the Finance Documents may be granted indulgences generally; (e) any of the provisions of the Note or any of the other Finance Documents, including this Agreement, may be modified, amended or waived in accordance with Section 11.05; (f) any

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party (including any co-Subsidiary Guarantor) liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrowers, Subsidiary Guarantors or any other party liable for the payment of the Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Obligations, all without notice to or further assent by any Subsidiary Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification obligations for which no claim has been made)).

Section 11.04. Waiver of Rights. Each Loan Party expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of the Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; (b) presentment and demand for payment or performance of any of the Obligations, except as specifically required in this Agreement; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders subordinating, compromising, discharging or releasing such security interests, liens or encumbrances, if any; (e) all other notices, demands, presentments, protests or any agreement or instrument related to this Agreement, any other Finance Document or the Obligations to which such Loan Party might otherwise be entitled; (f) any right to require the Administrative Agent as a condition of payment or performance by such Loan Party, to (A) proceed against any Borrower, any Subsidiary Guarantor or any other Person, (B) proceed against or exhaust any other security held from any Borrower, any Subsidiary Guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account, securities account or credit on the books of the Administrative Agent or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent whatsoever; (g) any defense arising by reason of the incapacity, lack of authority or any disability or other similar defense of the Borrowers including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrowers from any cause other than payment in full of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made); (h) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (i) any defense based upon the Administrative Agent’s errors or omissions in the administration of the Obligations (other than any action or inaction that constitutes gross negligence or willful misconduct or a material breach of the Administrative Agent’s obligations under this Agreement); (j) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of such Loan Party’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that the Administrative Agent protect, secure, perfect or insure any other security interest or Lien or any property subject thereto; and (k) to the extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate the Loan Parties or sureties, or which may conflict with the terms of this Agreement (other than a defense of payment and performance in full of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made)).

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Section 11.05. Reinstatement. Notwithstanding anything contained in this Agreement or the other Finance Documents, the obligations of each Loan Party under this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Loan Party that it will indemnify Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and each Lender on demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable fees of one firm serving as the Administrative Agent’s outside counsel and any necessary local counsel) incurred by such Person in connection with such rescission or restoration, including any such reasonable costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 11.06. Remedies. Each Loan Party agrees that the Obligations may be declared to be forthwith due and payable as provided in Section 8.03 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.03) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by such Loan Party. Each Loan Party acknowledges and agrees that its obligations hereunder are secured in accordance with the terms of the Security Documents and that the Administrative Agent and the Collateral Trustee may exercise their remedies thereunder for the benefit of the Finance Parties in accordance with the terms thereof.

Section 11.07. Subrogation. Each Loan Party agrees that, until the payment of the Obligations in full in cash (other than any contingent indemnification obligations for which no claim has been made), it will not exercise any right of reimbursement, subrogation, indemnification, contribution, offset, remedy (direct or indirect) or other claims against the Borrowers or any other Loan Party arising by contract or operation of law or equity in connection with any payment made or required to be made by such Loan Party under this Agreement or the other Finance Documents now or hereafter. After the payment in full in cash of the Obligations in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made), each Loan Party shall be entitled to exercise against any Loan Party all such rights of reimbursement, subrogation, indemnification, contribution, and offset and all such other claims to the fullest extent permitted by law. Each Loan Party further agrees that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Loan Party may have against the Borrowers or any other Loan Party or against any Collateral or other collateral or security, and any rights of contribution such Loan Party may have against the

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Borrowers or any other Loan Party, shall be junior and subordinate to any rights the Administrative Agent may have against the Borrowers or any other Loan Party, to all right, title and interest the Administrative Agent may have in any such other collateral until payment of the Obligations in full in cash or such other form of consideration as is acceptable to the holders of such Obligations (other than any contingent indemnification obligations for which no claim has been made).

Section 11.08. Inducement. The Lenders have been induced to make the Loans to the Borrowers in part based upon the assurances by each Loan Party that such Loan Party desires that the Obligations of such Loan Party under the Finance Documents be honored and enforced as separate obligations of such Loan Party, should Administrative Agent and the Lenders desire to do so.

Section 11.09. Borrower Information. Each Loan Party confirms and agrees that the Administrative Agent shall have no obligation to disclose or discuss with such Loan Party its assessment of the financial condition of the Borrowers. Each Loan Party has adequate means to obtain information from the Borrowers on a continuing basis concerning the financial condition of the Borrowers and its ability to perform their respective obligations under the Credit Agreement and any other Finance Document, and each Loan Party assumes the responsibility for being and keeping informed of the financial condition of the Borrowers and of all circumstances bearing upon the risk of nonpayment of the Obligations. Each Loan Party hereby waives and relinquishes any duty on the part of the Administrative Agent to disclose any matter, fact or thing relating to the business, operations or condition of the Borrowers now known or hereafter known by the Administrative Agent. Each Loan Party hereby waives any right to have the Collateral or other collateral or security securing the Obligations marshaled.

ARTICLE 12

MISCELLANEOUS

Section 12.01. Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to the Borrowers, the Subsidiary Guarantors, or the Administrative Agent, shall be sent to such person’s address as set forth on Schedule 12.01 hereto or in the other relevant Finance Document, and in the case of the Letter of Credit Issuer and any Lender, the address as indicated on Schedule 12.01 hereto or otherwise indicated to the Administrative Agent in writing. Except as otherwise set forth in clause (b) below, each notice hereunder shall be in writing and may be personally served or sent by electronic mail or a nationally recognized overnight courier service and shall be deemed to have been given when signed for against receipt thereof or upon receipt of electronic mail; provided that (i) any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed as designated by the Administrative Agent from time to time; (ii) any such notice or other communication to the Administrative Agent may be made via SWIFT (to the extent, under this clause (ii), that such notice or communication is reasonably able to be sent in such manner); and (iii) any notice to the Borrowers sent by electronic mail must be accompanied by delivery by United States mail or a nationally recognized overnight courier service and shall be treated for purposes hereunder as being sent by United States mail or courier service.

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(b) Electronic Communications.

(i) Notices and other communications to any Agent and ▇▇▇▇▇▇▇ hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Agent, the Letter of Credit Issuer or any Lender pursuant to Article 2 if such person has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower Representative may, in their respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (A) notices and other communications (other than notices and communications to any of the Loan Parties) sent to an e-mail address shall be deemed received upon the intended recipient’s receipt thereof (without any “undeliverable” message or other evidence of non-delivery received by the sender); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (B) notices or communications (other than notices and communications to the any of the Loan Parties) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address therefor.

(ii) The Loan Parties understand that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications. In no event shall the Agent Affiliates have any liability to any Loan Party, any Lender or any other person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through the Platform or an Approved Electronic Communication.

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(iv) The Loan Parties, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.

(v) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice thereof.

Section 12.02. Expenses. The Borrowers agree to pay within fifteen (15) Business Days after the receipt of written notice from the Administrative Agent or the Collateral Trustee its pro rata share of all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent and the Collateral Trustee (including without limitation the reasonable fees and expenses of one designated law firm in each applicable jurisdiction acting as counsel to the Administrative Agent and the Collateral Trustee) reasonably and actually incurred by it in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Finances Documents and any and all amendments, modifications, waivers and supplements thereof or thereto, and, if an Event of Default is continuing, all reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and the Lenders (including, without limitation, the reasonable attorneys’ fees of the Administrative Agent’s, the Collateral Trustee’s, the Letter of Credit Issuer’s and the Lenders’ legal counsel) reasonably incurred by them in connection with the preservation and enforcement of the Administrative Agent’s, the Collateral Trustee’s, the Letter of Credit Issuer’s and the Lenders’ rights under this Agreement and the other Finance Documents.

Section 12.03. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 12.02, whether or not the transactions contemplated hereby shall be consummated, each Loan Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent, the Collateral Trustee, the Letter of Credit Issuer and ▇▇▇▇▇▇ and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that each Loan Party shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (x) arise directly from the bad faith, fraud, gross negligence or willful misconduct of such Indemnitee or (y) have not resulted from an act or omission by any Borrower or its Affiliates and have been brought by an Indemnitee against any other Indemnitee (other than a claim or dispute involving an Indemnitee in its capacity as the Administrative Agent), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 12.03 may be unenforceable in whole or in part because they are violative of any law or public policy, each

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Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them; provided, further, that no Loan Party shall, in connection with any such Indemnified Liabilities in the same jurisdiction, be liable for the reasonable fees and expenses of more than one law firm at any one time for each of (x) the Agents, the Letter of Credit Issuer and the Lenders as a whole and (y) the Collateral Trustee (and, if necessary, one firm of local counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole) and in the case of a conflict of interest where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict, such Loan Parties shall be responsible for the reasonable fees and expenses of one firm of counsel (and, if necessary, one firm of local counsel in each appropriate jurisdiction and regulatory field) for each such affected Indemnitee. If any action, suit or proceeding is brought against any Indemnitee in connection with any claim for which it is entitled to indemnity hereunder, such indemnified person shall promptly notify the Borrower Representative in writing of such action, suit or proceeding. This Section 12.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages or similar amounts and related expenses and counsel fees arising from any non-Tax claim.

(b) To the fullest extent permitted by Applicable Law, no party hereto shall assert, and each such party hereby waives, any claim against any other party and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Finance Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Loan, or the use of the proceeds thereof; provided that nothing in this clause (b) shall relieve the Loan Parties of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. None of any Lender, the Collateral Trustee, the Letter of Credit Issuer or any Agent or any of their respective Affiliates, directors, employees, attorneys, agents or sub-agents shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Finance Documents or the transactions contemplated hereby or thereby except to the extent that liability is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or from the material breach by such Indemnitee of its obligations under the Finance Documents.

(c) The Loan Parties also agree that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to the Loan Parties or any person asserting claims on behalf of or in right of the Loan Parties or any other person in connection with or as a result of this Agreement or any Finance Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Loan Parties or their respective Affiliates, shareholders, partners or other equity holders have been found by a final,

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non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or a material breach by, such Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Finance Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided that in no event will such Lender or Agent, or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such ▇▇▇▇▇▇’s or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement, any Finance Document, or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

(d) This Section 12.03 shall survive the termination of the Agreement and the resignation or removal of the Agents.

Section 12.04. Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence and continuance of any Event of Default each Lender is hereby authorized by the Borrowers at any time or from time to time subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to the Borrower Representative or to any other person (other than the Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness at any time held or owing by such Lender to or for the credit or the account of the Borrowers against and on account of the obligations and liabilities of the Borrowers to such Lender hereunder and under the Finance Documents, including all claims of any nature or description arising out of or connected hereto and participations therein or with any other Finance Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Sections 2.07 and 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each ▇▇▇▇▇▇ agrees to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and their respective Affiliates under this Section 12.04 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.

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Section 12.05. Amendments and Waivers.

(a) Required Lenders’ Consent. Subject to the additional requirements of Section 12.05(b) and the provisos below, no amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure by the Loan Parties therefrom, shall in any event be effective without the written concurrence of the Required Lenders; provided that (i) the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify or supplement this Agreement or any other Finance Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by the Administrative Agent), so long as such amendment, modification or supplement does not adversely affect the rights of the Letter of Credit Issuer or any Lender or the Letter of Credit Issuer and the Lenders shall have received at least five (5) Business Days’ prior written notice thereof (with a copy to the Collateral Trustee) and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment and (ii) the Administrative Agent may, in its sole and absolute discretion, consent to any action or omission as set forth in this Agreement and may grant waivers, concessions and other indulgences in accordance with the terms of this Agreement. The Borrower Representative shall provide a copy of any amendment to this Agreement to the Collateral Trustee; provided, that any failure of the Borrower Representative to deliver such copy to the Collateral Trustee shall not affect the effectiveness of such amendment and shall not result in a Default.

(b) Unanimous Lenders’ Consent. Without the written consent of each Lender affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) reduce the rate of interest or fee on any Loan;

(iv) extend the time for payment of any such interest or fee;

(v) reduce the principal amount of any Loan;

(vi) amend the definition of “Advance Rate”, “Adjusted BB Ratio”, “Adjusted Cash Sweep Event”, “Adjusted Cure Plan Event”, “Aggregate Net Asset Value”, “Borrowing Base”, “BB Ratio”, “Cash Control Event”, “Cash Sweep Event”, “Cure Plan Event”, “Eligible Investment”, “Eligible Credit Investment”, “Eligible Equity Investment”, “Material Portfolio Event”, “Exclusion Event”, “Net Asset Value” or “Required Lenders” or any defined terms used therein;

(vii) amend the definition of “Availability” or any of the related defined terms (except that the definition of “Maximum Commitment” may be revised to increase or decrease such amount pursuant to its terms, or otherwise with the consent of the Lenders increasing or decreasing their Commitments in connection therewith);

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(viii) amend, modify, terminate or waive any provision of this Section 12.05(b), Section 12.05(c), or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(ix) amend the definition of “Required Lenders” or any of the related defined terms;

(x) consent to the assignment or transfer by a Borrower or a Subsidiary Guarantor of any of its rights and obligations under (or in respect of) the Finance Documents;

(xi) release all or any material portion of the Collateral except as expressly provided in the Finance Documents and except in connection with a “credit bid” undertaken by the Administrative Agent at the direction of the Required Lenders pursuant to Section 363(k), Section 1029(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other analogous Debtor Relief Law or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Finance Documents (in which case only the consent of the Required Lenders will be needed for such release);

(xii) change the currency in which any Obligation is denominated;

(xiii) change Section 2.16, Section 8.04 or change any other provision of this Agreement that would have the same effect as changing such provisions, in any manner that would alter the pro rata sharing or priority of payments or other amounts required thereby; or

(xiv) subordinate or have the effect of subordinating (i) the Liens on all or any of the Collateral securing the Obligations to Liens securing any other Financial Indebtedness or other obligations or (ii) the Obligations in contractual right of payment to any other Financial Indebtedness or other obligations.

(c) Other Consents. Except as set forth in clause (a) above, no amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure by the Loan Parties therefrom, shall amend, modify, terminate or waive any provision of this Agreement as the same applies to any Agent or the Collateral Trustee, or any other provision hereof as the same applies to the rights or obligations of any Agent or the Collateral Trustee, in each case without the consent of such Agent or the Collateral Trustee, as applicable. None of the provisions of Section 2.06 nor other provisions relating to Letters of Credit hereunder may be amended or modified without the consent of the Letter of Credit Issuer.

(d) Execution of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Loan Parties in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 12.05 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Loan Parties, on the Loan Parties.

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(e) Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower Representative, the Administrative Agent and such Lender.

Section 12.06. Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. Neither the Loan Parties’ rights or obligations hereunder nor any interest therein may be assigned or delegated by the Loan Parties without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents, the Collateral Trustee, the Letter of Credit Issuer and Lenders and other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. The Administrative Agent acting solely for this purpose as a non-fiduciary agent of the Borrowers shall maintain a register on which it records the name and address of each Lender and the principal amounts of (and stated interest on) each Lender’s Applicable Percentage interest with respect to the Loans (the “Lender Register”). The Borrowers, the Administrative Agent and Lenders shall deem and treat the persons listed as Lenders in the Lender Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Lender Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 12.06(d). Each assignment shall be recorded in the Lender Register promptly following receipt by the Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to the Borrowers and a copy of such Assignment Agreement shall be maintained, as applicable. Prompt notice of such recordation in the Lender Register shall be provided to the Borrowers. The date of such recordation of a transfer shall be referred to herein as the related “Assignment Effective Date”. Any request, authority or consent of any person who, at the time of making such request or giving such authority or consent, is listed in the Lender Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. The Lender Register shall be available for inspection by the Borrowers and the Collateral Trustee, at any reasonable time and from time to time upon reasonable prior notice.

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(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments) to any Eligible Assignee upon the receipt of consent of the Administrative Agent and the Letter of Credit Issuer (each such consent not to be unreasonably withheld or delayed); provided that:

(i) each such assignment pursuant to this Section 12.06(c) shall be in an aggregate amount of not less than the lesser of (A) $5,000,000, (B) such lesser amount as agreed to by the Borrowers and Administrative Agent or (C) the aggregate amount of the Loans and any related Commitments of the assigning Lender;

(ii) no consent of the Administrative Agent shall be required for any assignment by a Lender pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or to any Affiliate of the assigning Lender;

(iii) the Borrower Representative has consented to such assignment (such consent not to be unreasonably withheld or delayed); provided, that, no consent of the Borrower Representative shall be required (A) with respect to a Person that qualifies as an Eligible Assignee pursuant to clauses (a) through (e) of the definition “Eligible Assignee” or (B) during the existence of an Event of Default of the type described in Section 8.01(a), (g) or (h) hereof (or any other Event of Default which has continued uncured for a period of thirty (30) days).

(iv) prior to the occurrence and continuance of an Event of Default pursuant to Section 8.01(a), (g) or (h) that has not been cured within sixty (60) calendar days, no assignee shall be a Competitor without the prior written consent of the Borrower Representative;

(v) no assignment shall be made by a Lender to any Loan Party or Affiliates of any Loan Party, or any investment manager thereof.

(d) Mechanics. Assignments and assumptions of Loans and Commitments by ▇▇▇▇▇▇▇ shall be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.11(e), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee that is already a Lender or is an Affiliate of a Lender or a person under common management with a Lender).

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(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that: (i) it is an Eligible Assignee and can make the representations set forth in Section 12.22 as it were a Lender for purposes thereof; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 12.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control); and (iv) it will not provide any information obtained by it in its capacity as a Lender to any Competitor or any Affiliate thereof.

(f) Effect of Assignment. Subject to the terms and conditions of this Section 12.06, as of the Assignment Effective Date: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Lender Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 12.08) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning ▇▇▇▇▇▇’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided that anything contained in any of the Finance Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning ▇▇▇▇▇▇ as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Borrowers (with a copy to the Administrative Agent) for cancellation (provided that such Notes shall be deemed to be cancelled and of no further force and effect immediately upon the effectiveness of any assignment regardless of when such Notes are delivered for cancellation), if so requested by the assignee and/or assigning Lender the Borrowers shall issue and deliver new Notes, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations. Any Lender may at any time grant to one or more banks or other institutions (each a “Participant”) a participating interest in its Commitment or any or all of its Loans; provided that (i) such Lender has provided prior written notice to the Borrowers, (ii) any such participation shall be in a minimum amount of $5,000,000, and, if in a greater amount, in integral multiples of $5,000,000 (or such Lender’s entire remaining Commitment), (iii) prior to the occurrence and continuance of an Event of Default pursuant to Section 8.01(a), (g) or (h) (or any other Event of Default which that has not been cured within thirty (30) calendar days), no such participation shall be granted without the prior written consent of the Borrower Representative, and (iv) prior to the occurrence and continuance of an Event of Default pursuant to Section 8.01(a), (g) or (h) that has not been cured within sixty (60) calendar days, no Participant shall be a Competitor without the prior written consent of the Borrower

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Representative. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrowers, the Letter of Credit Issuer, the Collateral Trustee and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such ▇▇▇▇▇▇’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the Obligations including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.05(b) that requires the affirmative vote of such Lender. The Borrowers agree that each Participant shall be entitled to the benefits of Section 2.11 and Section 12.04 hereof with respect to its participating interest; provided that in no event shall the Borrowers be obligated to pay to such Participant amounts greater than those the Borrowers would have been required to pay to the granting Lender in the absence of such participation except to the extent such greater amount results from a Change of Law that occurs after that Participant acquired the applicable participation; and provided, further, that the Participant shall have complied with the obligations of such sections as though such Participant were a Lender (it being understood that the documentation required under Section 2.11(e) shall be delivered to the participating Lender). An assignment or other transfer which is not permitted by subsection (c) above shall be given effect for purposes of this Agreement only to the extent of a participating interest which is permitted in accordance with this subsection (g). Each Lender that sells a participating interest in any Loan, Commitment or other interest to a Participant shall, as a non-fiduciary agent of the Borrowers solely for the purpose of this Section 12.06(g), record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests. Each Lender that sells a participation pursuant to this Section 12.06(g) shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrowers, maintain a register on which it records the name and address of each participant and the principal amounts of (and stated interest on) each participant’s participation interest with respect to the Loans (each, a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of a participation with respect to the Loan for all purposes under this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 12.06 any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank; provided that (i) no Lender, as between the Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and (ii) in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Section 12.07. [Reserved].

Section 12.08. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Loans. Notwithstanding anything herein or implied by law to the contrary, the agreements of the Loan Parties set forth in Section 2.10, Section 2.11, Section 8.03(e)(ii), Article 9, Article 10, Section 11.05, Section 12.02, Section 12.03, Section 12.04, Section 12.21 and Section 12.23 and the agreements of Lenders set forth in Section 2.11 and Section 9.07 shall survive the payment in full of the Loans and all other Obligations, and the termination hereof.

Section 12.09. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent, Collateral Trustee, the Letter of Credit Issuer or any Lender in the exercise of any power, right, remedy or privilege hereunder or under any other Finance Document shall impair such power, right, remedy or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right, remedy or privilege preclude other or further exercise thereof or of any other power, right, remedy or privilege. The powers, rights, remedies and privileges given to each Agent, the Collateral Trustee, the Letter of Credit Issuer and each Lender hereby are cumulative and shall be in addition to and independent of all powers, rights, remedies and privileges existing by virtue of any statute or rule of law or in any of the other Finance Documents. Any forbearance or failure to exercise, and any delay in exercising, any power, right, remedy or privilege hereunder shall not impair any such power, right, remedy or privilege or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such power, right, remedy or privilege.

Section 12.10. Marshalling; Payments Set Aside. None of the Agents, the Collateral Trustee, the Letter of Credit Issuer or any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer or the Lenders (or to the Administrative Agent, on behalf of the Lenders), or any Agent, the Collateral Trustee, the Letter of Credit Issuer or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state, provincial or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

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Section 12.11. Severability. In case any provision in or obligation hereunder or under any other Finance Document shall be invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, which shall not affect any other provisions hereof or the validity, legality or enforceability of such provision in any other jurisdiction. If any provision of this Agreement shall conflict with or be inconsistent with any provision of any other Finance Documents, then the terms, conditions and provisions of this Agreement shall prevail.

Section 12.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of the Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Finance Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent indebtedness, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

Section 12.13. Headings. Article and Section headings used herein and in the other Finance Documents are included for convenience of reference only and shall not affect the interpretation of or be given any substantive effect under this Agreement or any other Finance Document.

Section 12.14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS AND CAUSES OF ACTION SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 12.15. CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER FINANCE DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE (SUBJECT TO CLAUSE (E) BELOW) JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY

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AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12.01; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT EACH PARTY HERETO RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY FINANCE DOCUMENT OR AGAINST ANY COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT.

Section 12.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO IRREVOCABLY WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS OR THE LENDER/BORROWER OR LENDER/GUARANTOR RELATIONSHIPS THAT ARE BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER FINANCE DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 12.17. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under Applicable Law shall not exceed the Maximum Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Maximum Rate, the outstanding amount of the Loans

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made hereunder shall bear interest at the Maximum Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Obligations are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrowers shall pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Maximum Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Maximum Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to the Borrowers.

Section 12.18. Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrowers and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 12.19. PATRIOT Act. Each Lender, the Letter of Credit Issuer, the Collateral Trustee and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender, the Letter of Credit Issuer, the Collateral Trustee or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act.

Section 12.20. Electronic Execution. The words “execution”, “signed”, “signature”, and words of like import in any Finance Document or Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 12.21. No Fiduciary Duty. Each Agent, the Collateral Trustee, the Letter of Credit Issuer, each Lender and their respective Affiliates (collectively, solely for purposes of this Section 12.21, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their equity holders and/or their Affiliates. The Loan Parties acknowledge and agree, and acknowledge their respective Affiliates’ understandings, that nothing in the Finance Documents

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or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Loan Parties, their equity holders or its Affiliates, on the other. The Loan Parties acknowledge and agree, and acknowledge their respective equity holders and Affiliates’ understandings, that (a) each of the transactions contemplated by the Finance Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its equity holders or its Affiliates on other matters) or any other obligation to the Loan Parties except the obligations expressly set forth in the Finance Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, equity holders, creditors or any other person. The Loan Parties acknowledge and agree that they have consulted their own legal, accounting, regulatory, tax and other financial advisors to the extent it deemed appropriate, that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto, and is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by the Finance Documents. The Loan Parties agree that they will not claim that any Lender has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any Loan Party, in connection with such transaction or the process leading thereto.

Section 12.22. Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date such person became a Lender party hereto to the date such person ceases being a Lender party hereto that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such ▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement,

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(iii) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the letters of credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such ▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, the Borrowers and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other person, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such ▇▇▇▇▇▇’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement (including in connection with the reservation of exercise or any rights by the Administrative Agent under this Agreement, any Finance Document or any documents related hereto or thereto).

Section 12.23. Judgment Currency.

(a) The Borrowers’ obligations hereunder and under the other Finance Documents to make payments in Dollars (for purposes herein, the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Finance Party entitled thereto of the full amount of the Obligation Currency expressed to be payable to it under this Agreement or the other Finance Documents. If for the purpose of obtaining or enforcing judgment against the Borrowers in any court or in any jurisdiction, it becomes necessary to convert an amount due hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”), the rate of exchange shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Obligation Currency with the Judgment Currency on the Business Day preceding that on which the final judgment is given (such day being hereinafter referred to as the “Judgment Currency Conversion Date”).

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(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrowers jointly and severally covenant and agree to pay, or cause to be paid, and each jointly and severally indemnifies the Finance Parties for such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall survive any termination of this Agreement and the other Finance Documents and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

(c) For purposes of determining any rate of exchange for this Section 12.23, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

Section 12.24. Confidentiality. The Administrative Agent, the Collateral Trustee, the Letter of Credit Issuer and each Lender will maintain the confidentiality of all Confidential Information to protect Confidential Information delivered to such person; provided that such person may deliver or disclose Confidential Information to: (i) such person’s directors, trustees, officers, employees, agents, attorneys and Affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 12.24 and to the extent such disclosure is reasonably required for the administration of this Agreement and the other Finance Documents, the matters contemplated hereby or the investment represented by the Loans; (ii) such person’s legal advisors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information and to the extent such disclosure is reasonably required for the administration of this Agreement, the matters contemplated hereby or the investment represented by the Loans; (iii) any other Lender, or any of the other parties to this Agreement or the other Finance Documents; (iv) any federal, provincial or state or other regulatory, governmental or judicial authority having jurisdiction over such person in the course of any routine examination by such authority, or as otherwise required by Applicable Law or in connection with any legal proceeding; (v) any other person with the consent of the Borrower Representative; (vi) any other person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation or order applicable to such person, (B) in response to any subpoena or other legal process upon prior notice to the Borrower Representative (unless prohibited by Applicable Law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to which such person is a party upon prior notice to the Borrower Representative (unless prohibited by Applicable Law, rule, order or decree or other requirement having the force of law), (D) to the extent such person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies with respect to the Obligations, this Agreement or the other Finance Documents or (E) in the Administrative Agent’s performance of its obligations under this Agreement or other Finance Documents; and (vii) any person (other than to any Competitor, except to the extent they are a permitted assignee or participant in accordance with the provisions hereof) of the type that would be, to such person’s knowledge, permitted to acquire Loans or participations in accordance with the requirements of Section 12.06 to which such person sells or offers to sell any such Loan, participation or any part thereof (if such person has agreed in

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writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 12.24); provided that notwithstanding anything in the contrary contained in any Finance Document, disclosure to (i) insurers, insurance brokers and other similar service providers of any Lender (including any hedging or derivative counterparties) and (ii) any rating agency or direct or indirect provider of credit protection to a permitted party (or its brokers) (it being understood that such Confidential Information shall only be shared with such rating agency in connection with rating the Borrowers or its subsidiaries or the transactions contemplated under this Agreement and such rating shall be treated as Confidential Information in accordance with the terms of this Section 12.24), in each case, shall require the prior written consent of the Borrower Representative. Each Lender agrees that it shall use the Confidential Information for the sole purpose of making an investment in the Loans or administering its investment in the Loans; and that the Administrative Agent shall neither be required nor authorized to disclose to the Lenders any Confidential Information in violation of this Section 12.24. In the event of any required disclosure of the Confidential Information by such ▇▇▇▇▇▇, such ▇▇▇▇▇▇ agrees to use reasonable efforts to protect the confidentiality of the Confidential Information.

Section 12.25. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Finance Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Finance Document, to the extent such liability is unsecured, may be subject to the Write-down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

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

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

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

(iii) the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of the applicable Resolution Authority.

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Section 12.26. General Partner acting on behalf of Limited Partnership. All references in this Agreement to a Loan Party who is a limited partnership shall be construed as to being done by the general partner of such Loan Party acting in its capacity as general partner of the applicable Loan Party as the context of any provision may require.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.



BORROWER REPRESENTATIVE:

AIC HOLDINGS 1-Y, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

BORROWERS:

AIC HOLDINGS 1-Y, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC HOLDINGS 1-Z, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (FC), LTD., its general partner
By: Apollo Infrastructure Company LLC - Series II, its director

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

AIC HOLDINGS 2-Y, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC HOLDINGS 2-Y(B), L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC) (B), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

AIC HOLDINGS 2-Z, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (FC), LTD., its general partner
By: Apollo Infrastructure Company LLC - Series II, its director

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC REIT HOLDINGS, LLC

By: Apollo Infrastructure Company LLC - Series I, its member

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: Apollo Infrastructure Company LLC - Series II, its member

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

AIC IRONMAN HOLDINGS - Y, L.P.

By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC IRONMAN HOLDINGS - Z, L.P.

By: Apollo Infrastructure Company LLC—Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (FC), LTD., its general partner
By: Apollo Infrastructure Company LLC - Series II, its director

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

AIC IRONMAN SUBSIDIARY - Y, LLC

By: AIC Ironman Holdings - Y, L.P., its sole member By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC IRONMAN SUBSIDIARY - Z, LLC

By: AIC Ironman Holdings - Z, L.P., its sole member By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (FC), LTD., its general partner
By: Apollo Infrastructure Company LLC - Series II, its director

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


SUBSIDIARY GUARANTORS:

AIC TRANSITION HOLDINGS, LLC
as Grantor
By: AIC Holdings 1-Y, L.P., its sole member By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (DC), LLC, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

AIC CRIMSON SKY HOLDINGS, LLC
as Grantor

By: AIC Holdings 1-Z, L.P., its sole member
By: Apollo Infrastructure Company LLC - Series I, its general partner

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

By: AIC Intermediate Holdings (FC), LTD., its general partner
By: Apollo Infrastructure Company LLC - Series II, its director

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


AIC REIT TRS, LLC
as Grantor

By: AIC REIT Holdings, LLC, its sole member

By:		/s/ ▇▇▇▇ ▇▇
Name:		▇▇▇▇ ▇▇
Title:		Vice President and Assistant Secretary

[Signature Page to Revolving Credit Agreement]


SUMITOMO MITSUI BANKING CORPORATION,
as Administrative Agent and a Lender

By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Executive Director

January 12, 2026 THE BORROWERS LISTED ON SCHEDULE 1.01(B) as Borrowers, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, as Subsidiary Guarantors, SUMITOMO MITSUI BANKING CORPORATION as Lead Arranger and Administrative Agent, U.S. BANK TRUST...

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