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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-00712

BLACKROCK CAPITAL INVESTMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



Delaware	20-2725151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

50 Hudson Yards, New York, NY	10001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-810-5800

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated filer ☑

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BKCC	NASDAQ Global Select Market

The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at April 28, 2023 was 72,571,907.

BLACKROCK CAPITAL INVESTMENT CORPORATION

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION

Item 1.	CONSOLIDATED FINANCIAL STATEMENTS	3

	Consolidated Statements of Assets and Liabilities as of March 31, 2023 (unaudited) and December 31, 2022	3

	Consolidated Statements of Operations for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)	4

	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)	5

	Consolidated Statements of Cash Flows for the three months ended March 31, 2023 (unaudited) and March 31, 2022 (unaudited)	6

	Consolidated Schedules of Investments as of March 31, 2023 (unaudited) and December 31, 2022	7

	Notes to Consolidated Financial Statements (unaudited)	25

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	53

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	54

Item 1A.	Risk Factors	54

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3.	Defaults Upon Senior Securities	54

Item 4.	Mine Safety Disclosures	54

Item 5.	Other Information	55

Item 6.	Exhibits	56

SIGNATURES		57

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Company”, “we”, “us” and “our” refer to BlackRock Capital Investment Corporation unless the context states otherwise.

Item 1. Consolidated Financial Statements

BlackRock Capital Investment Corporation

Consolidated Statements of Assets and Liabilities


	March 31, 2023			December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-controlled, non-affiliated investments (cost of $589,444,287 and $569,528,145)	$	572,111,003		$	551,686,646
Non-controlled, affiliated investments (cost of $1,139,598 and $3,849,638)		—			3,574,438
Controlled investments (cost of $84,922,381 and $84,922,381)		15,673,000			15,228,000
Total investments at fair value (cost of $675,506,266 and $658,300,164)		587,784,003			570,489,084
Interest, dividends and fees receivable		6,236,671			5,515,446
Cash and cash equivalents		5,164,450			9,531,190
Due from broker		1,868,232			1,946,507
Deferred debt issuance costs		942,605			1,055,117
Receivable for investments sold		116,102			12,096
Prepaid expenses and other assets		382,314			510,706
Total assets	$	602,494,377		$	589,060,146

Liabilities
Debt (net of deferred issuance costs of $913,305 and $996,839)	$	263,086,695		$	253,003,161
Dividends payable		7,257,191			7,257,191
Income incentive fees payable (see Note 3)		5,279,252			3,403,349
Management fees payable		2,130,472			2,186,540
Interest and debt related payables		1,335,009			738,719
Interest Rate Swap at fair value		1,165,514			1,332,299
Payable for investments purchased		607,368			600,391
Accrued administrative expenses		292,634			397,299
Accrued expenses and other liabilities		1,557,683			1,618,844
Total liabilities		282,711,818			270,537,793

Commitments and contingencies (see Note 9)

Net assets
Common stock, par value $.001 per share, 200,000,000 common shares authorized, 84,481,797 issued and 72,571,907 outstanding		84,482			84,482
Paid-in capital in excess of par		850,199,351			850,199,351
Distributable earnings (losses)		(457,127,572	)		(458,387,778	)
Treasury stock at cost, 11,909,890 shares held		(73,373,702	)		(73,373,702	)
Total net assets		319,782,559			318,522,353
Total liabilities and net assets	$	602,494,377		$	589,060,146

Net assets per share	$	4.41		$	4.39

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31, 2023			March 31, 2022
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	17,412,475		$	11,606,903
PIK interest income:
Non-controlled, non-affiliated investments		1,029,231			123,018
Non-controlled, affiliated investments		31,794			115,896
PIK dividend income:
Non-controlled, non-affiliated investments		86,342			75,882
Other income:
Non-controlled, non-affiliated investments		204,123			260,588
Total investment income		18,763,965			12,182,287

Operating expenses
Interest and other debt expenses		4,718,231			2,728,951
Management fees		2,130,472			2,059,864
Incentive fees on income		1,875,903			19,013
Incentive fees on capital gains(1)		—			(471,501	)
Administrative expenses		292,634			365,507
Professional fees		193,427			302,857
Insurance expense		160,957			199,758
Director fees		149,625			153,125
Investment advisor expenses		17,093			25,819
Other operating expenses		364,131			303,799
Total expenses		9,902,473			5,687,192

Net investment income(1)		8,861,492			6,495,095

Realized and unrealized gain (loss) on investments and Interest Rate Swap
Net realized gain (loss):
Non-controlled, non-affiliated investments		(157,791	)		825,913
Non-controlled, affiliated investments		(441,906	)		—
Net realized gain (loss)		(599,697	)		825,913
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		508,216			(2,537,021	)
Non-controlled, affiliated investments		(864,398	)		582,458
Controlled investments		445,000			155,929
Interest Rate Swap		166,784			—
Net change in unrealized appreciation (depreciation)		255,602			(1,798,634	)
Net realized and unrealized gain (loss)		(344,095	)		(972,721	)

Net increase (decrease) in net assets resulting from operations	$	8,517,397		$	5,522,374

Net investment income per share—basic(1)	$	0.12		$	0.09
Earnings (loss) per share—basic(1)	$	0.12		$	0.07
Weighted average shares outstanding—basic		72,571,907			73,822,190
Net investment income per share—diluted(1)(2)	$	0.12		$	0.09
Earnings (loss) per share—diluted(1)(2)	$	0.12		$	0.07
Weighted average shares outstanding—diluted		72,571,907			90,815,927

(1)

Net investment income and per share amounts displayed above are net of the reversal for incentive fees on capital gains which is reflected on a hypothetical liquidation basis in accordance with GAAP for the three month period ended March 31, 2022 (see Note 3).

(2)

For the three months ended March 31, 2022, the impact of the hypothetical conversion of the 2022 Convertible Notes was antidilutive (see Note 8).

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares Outstanding		Par Amount, Shares Issued		Paid in Capital in Excess of Par		Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2022		72,571,907	$	84,482	$	850,199,351	$	(458,387,778	)	$	(73,373,702	)	$	318,522,353
Net investment income	—		—		—			8,861,492		—				8,861,492
Net realized and unrealized gain (loss)	—		—		—			(344,095	)	—				(344,095	)
Dividends to common stockholders(2)	—		—		—			(7,257,191	)	—				(7,257,191	)
Balance at March 31, 2023		72,571,907	$	84,482	$	850,199,351	$	(457,127,572	)	$	(73,373,702	)	$	319,782,559


	Common Stock
	Shares Outstanding			Par Amount, Shares Issued		Paid in Capital in Excess of Par			Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2021		73,876,987		$	84,478	$	852,360,178		$	(434,303,297	)	$	(68,489,386	)	$	349,651,973
Cumulative effect of adjustment for the adoption of ASU 2020-06(1)	—			—			(4,337,631	)		3,888,233		—				(449,398	)
Repurchase of common stock		(106,308	)	—		—			—				(440,237	)		(440,237	)
Net investment income	—			—		—				6,495,095		—				6,495,095
Net realized and unrealized gain (loss)	—			—		—				(972,721	)	—				(972,721	)
Dividends to common stockholders(2)	—			—		—				(7,380,270	)	—				(7,380,270	)
Balance at March 31, 2022		73,770,679		$	84,478	$	848,022,547		$	(432,272,960	)	$	(68,929,623	)	$	346,904,442

(1)

See Note 4 for further information related to the adoption of ASU 2020-06.

(2)

Sources of dividends to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations (see Note 2). For the three months ended March 31, 2023, it is estimated that there was no return of capital based on book income.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31, 2023			March 31, 2022
Operating activities
Net increase (decrease) in net assets resulting from operations	$	8,517,397		$	5,522,374
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		599,697			(825,913	)
Net change in unrealized (appreciation) depreciation of investments		(88,818	)		1,798,634
Net change in unrealized (appreciation) depreciation on Interest Rate Swap		(166,784	)		—
Interest and dividend income paid in kind		(1,147,367	)		(314,796	)
Net amortization of investment discounts and premiums		(910,263	)		(800,203	)
Amortization of deferred debt issuance costs		196,047			343,082
Changes in assets and liabilities:
Purchase of investments		(36,738,002	)		(43,688,548	)
Proceeds from disposition of investments		20,718,777			78,654,133
Decrease (increase) in interest, dividends and fees receivable		(450,170	)		824,571
Decrease (increase) in due from broker		78,275			—
Decrease (increase) in receivable for investments sold		(104,006	)		607,393
Decrease (increase) in prepaid expenses and other assets		128,392			180,559
Increase (decrease) in payable for investments purchased		6,977			(11,658,602	)
Increase (decrease) in interest and debt related payables		596,290			1,769,825
Increase (decrease) in management fees payable		(56,068	)		(62,655	)
Increase (decrease) in income incentive fees payable		1,875,903			(150,989	)
Increase (decrease) in accrued capital gains incentive fees		—			(471,501	)
Increase (decrease) in accrued administrative expenses		(104,665	)		(18,718	)
Increase (decrease) in accrued expenses and other liabilities		(61,161	)		(36,703	)
Net cash provided by (used in) operating activities		(7,109,549	)		31,671,943

Financing activities
Draws on Credit Facility		27,000,000			37,000,000
Repayments of Credit Facility draws		(17,000,000	)		(63,000,000	)
Dividends paid to common stockholders		(7,257,191	)		(7,392,972	)
Repurchase of common shares		—			(440,237	)
Net cash provided by (used in) financing activities		2,742,809			(33,833,209	)

Net increase (decrease) in cash and cash equivalents		(4,366,740	)		(2,161,266	)
Cash and cash equivalents at beginning of period		9,531,190			12,750,121
Cash and cash equivalents at end of period	$	5,164,450		$	10,588,855

Supplemental cash flow information
Interest payments	$	3,812,589		$	381,717
Tax payments	$	20,464		$	20,464

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		11.71	%	4/15/2026	$	2,219,776	$	2,196,000		$	2,219,776
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	LIBOR(Q)		1.00	%		6.75	%		11.67	%	4/15/2026	$	233,430		231,409			233,430
																2,427,409			2,453,206
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.91	%	4/30/2027	$	2,509,475		2,473,173			2,474,343

Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		1.50	%		7.25	%		12.47	%	2/7/2025	$	500,000		490,635			504,500
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.50	%		7.25	%		12.19	%	2/7/2025	$	560,228		542,314			560,228
																1,032,949			1,064,728
Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		10.83	%	11/7/2026	$	1,580,882		1,573,722			1,429,118
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	LIBOR(Q)		1.00	%		6.00	%		10.83	%	11/7/2026	$	347,810		346,132			314,420
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	LIBOR(Q)		1.00	%		6.00	%		10.83	%	11/7/2026	$	481,721		479,428			435,476
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		10.83	%	8/23/2028	$	1,362,776		1,331,752			1,338,654
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		10.78	%	8/23/2028	$	745,786		725,952			729,083		M
Pueblo Mechanical and Controls, LLC	First Lien Revolver	PRIME		0.75	%		5.00	%		13.00	%	8/23/2027	$	55,493		50,573			51,520		M
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		12.20	%	8/31/2029	$	2,615,252		2,582,557			2,432,184
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		12.20	%	8/31/2029	$	—		(2,693	)		(31,327	)	M
																7,087,423			6,699,128
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.16	%	3/31/2028	$	3,266,857		3,201,520			3,149,251
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.16	%	3/31/2028	$	—		(10,731	)		(38,632	)	M
CSG Buyer, Inc. (Core States)	First Lien Revolver	SOFR(Q)		1.00	%		6.00	%		11.16	%	3/31/2028	$	—		(10,731	)		(19,316	)	M
Geo Parent Corporation	First Lien Term Loan	SOFR(Q)		—			5.25	%		10.17	%	12/19/2025	$	741,021		728,168			692,854
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(S)		1.00	%		6.50	%		11.54	%	11/23/2027	$	3,556,753		3,478,117			3,375,359
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.50	%		11.42	%	11/23/2027	$	4,888,622		4,790,461			4,554,263		M
Homerenew Buyer, Inc. (Project Dream)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.37	%	11/23/2027	$	601,908		586,866			540,513		M
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.33	%	2/1/2030	$	1,751,688		1,700,810			1,678,117
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		11.33	%	2/1/2030	$	—		(10,380	)		(29,826	)	M
LJ Avalon Holdings, LLC (Ardurra)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.33	%	2/1/2029	$	—		(8,284	)		(11,930	)	M
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	2,468,514		2,439,595			2,419,144
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	830,038		820,192			813,437
																17,705,603			17,123,234
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	5,193,335		5,072,634			5,011,568
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	—		(19,478	)		(60,589	)	M
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		13.16	%	12/14/2027	$	2,578,059		2,528,234			2,516,185
																7,581,390			7,467,164
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		12.54	%	12/14/2029	$	4,559,359		4,468,826			4,226,526
PVHC Holding Corp.	First Lien Term Loan	LIBOR(Q)		1.00	%		4.75	%		9.91	%	8/2/2024	$	10,151,650		9,405,860			9,770,963
																13,874,686			13,997,489
Distributors
Colony Display LLC	First Lien Term Loan	SOFR(Q)		1.00	%		9.50	%		14.66	%	6/30/2026	$	2,351,428		2,318,539			2,092,771

Diversified Consumer Services
Elevate Brands OpCo LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		8.50	%		13.55	%	3/15/2027	$	7,900,096		7,818,878			7,886,118		M
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.15	%	9/14/2029	$	3,192,922		3,126,379			3,161,631
Fusion Holding Corp. (Finalsite)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.15	%	9/15/2027	$	—		(5,248	)		(3,109	)	M
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	SOFR(M)		2.00	%	5.00% Cash + 5.00% PIK				15.16	%	4/30/2025	$	12,851,703		12,910,724			12,375,015		D/H/J/M

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	1,652,500	$	1,652,500		$	1,783,048		D/H/J
SellerX Germany GmbH & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	8.00% Cash + 3.00% PIK				16.16	%	11/23/2025	$	6,392,756		6,342,310			6,392,756		D/H/J/M
Thras.io, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		12.16	%	12/18/2026	$	7,283,242		7,195,332			6,354,630		O
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		7.00	%		12.16	%	12/18/2026	$	3,052,793		3,001,054			2,663,562		O
Whele LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	8.50% Cash + 3.00% PIK				16.65	%	10/15/2025	$	6,531,157		6,563,260			5,884,572		D
																48,605,189			46,498,223
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		10.91	%	3/26/2026	$	6,522,276		6,444,650			6,434,225
2-10 Holdco, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.00	%		10.91	%	3/26/2026	$	—		(2,877	)		(3,243	)	M
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.15	%	8/29/2029	$	5,342,760		5,231,966			5,177,135
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.39	%	8/29/2029	$	467,786		463,841			458,898
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		11.15	%	8/29/2029	$	—		(12,104	)		(18,127	)	M
Accordion Partners LLC	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		11.06	%	8/31/2028	$	116,946		107,420			102,445		M
Callodine Commercial Finance, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		9.00	%		14.13	%	11/3/2025	$	25,000,000		25,000,000			24,850,000
Callodine Commercial Finance, LLC	Subordinated Debt	SOFR(M)		0.25	%		8.50	%		13.76	%	10/8/2027	$	5,000,000		5,000,000			4,960,000		R
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	7,087,023		6,961,201			6,953,787
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.75	%		11.56	%	8/21/2028	$	1,978,510		1,940,941			1,941,314
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		17.84	%	10/31/2021	$	37,686,148		37,686,148			15,673,000		G/Q/S
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		13.36	%	7/5/2026	$	5,000,000		4,935,474			4,870,000
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.25	%		10.88	%	10/4/2027	$	4,502,963		4,481,353			4,364,877		M
Wealth Enhancement Group, LLC	First Lien Revolver	SOFR(S)		1.00	%		6.25	%		10.88	%	10/4/2027	$	—		(1,752	)		(7,878	)	M
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		14.17	%	2/11/2025	$	11,300,000		11,180,379			10,951,960		H/J
																109,416,640			86,708,393
Health Care Providers & Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				12.00	%	6/28/2028	$	2,720,201		2,675,689			2,129,917		D
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.50	%	8/19/2027	$	339,453		336,480			339,182
Opco Borrower, LLC (Giving Home Health Care)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.50	%	8/19/2027	$	—		(276	)		(25	)	M
Outcomes Group Holdings, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.50	%		12.34	%	10/26/2026	$	5,769,231		5,764,294			5,607,000		O
Outcomes Group Holdings, Inc.	Second Lien Term Loan	SOFR(Q)		0.50	%		7.50	%		12.54	%	10/26/2026	$	3,538,462		3,494,984			3,361,538
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	3,789,194		3,724,068			3,707,727
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	—		(10,183	)		(31,270	)	M
Team Services Group, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		9.00	%		13.93	%	11/13/2028	$	6,554,543		6,400,146			6,161,270
																22,385,202			21,275,339
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		11.96	%	5/6/2027	$	2,865,115		2,826,093			2,693,208
Appriss Health, LLC (PatientPing)	First Lien Revolver	LIBOR(M)		1.00	%		7.25	%		11.93	%	5/6/2027	$	95,864		93,240			84,360		M
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		12.19	%	3/14/2024	$	7,562,929		7,519,992			7,381,419
CareATC, Inc.	First Lien Revolver	LIBOR(Q)		1.00	%		7.25	%		12.08	%	3/14/2024	$	338,074		336,179			329,960
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.90	%	5/3/2027	$	8,380,593		8,249,347			7,986,705
ESO Solutions, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.90	%	5/3/2027	$	—		(8,427	)		(28,964	)	M
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		12.79	%	10/2/2028	$	2,016,737		2,009,082			1,932,034
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		11.19	%	7/23/2024	$	4,500,000		4,480,960			4,446,000
Sandata Technologies, LLC	First Lien Revolver	LIBOR(Q)		—			6.00	%		11.01	%	7/23/2024	$	500,000		497,960			494,000
																26,004,426			25,318,722
Hotels, Restaurants & Leisure
OCM Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.18	%	6/3/2027	$	5,221,362		5,130,141			5,090,828		H/J
OCM Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.18	%	6/3/2027	$	—		(7,016	)		(10,495	)	H/J/M
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.30	%	8/7/2028	$	6,109,360		5,931,090			5,932,188
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.30	%	8/7/2028	$	—		(5,086	)		(10,124	)	M
Showtime Acquisition, L.L.C. (World Choice)	First Lien Revolver	SOFR(Q)		1.00	%		7.50	%		12.30	%	8/7/2028	$	—		(12,734	)		(12,655	)	M
																11,036,395			10,989,742

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(S)		0.75	%		5.75	%		10.88	%	8/31/2029	$	4,111,447	$	4,035,778		$	3,930,543
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.15	%	8/31/2029	$	685,241		669,296			639,977		M
AmeriLife Holdings, LLC	First Lien Revolver	SOFR(S)		0.75	%		5.75	%		10.88	%	8/31/2028	$	—		(9,306	)		(22,670	)	M
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(Q)		0.75	%		6.50	%		11.39	%	8/27/2025	$	5,154,834		5,074,051			5,092,976
Integrity Marketing Acquisition, LLC	First Lien Incremental Revolver	SOFR(Q)		0.75	%		6.50	%		11.39	%	8/27/2025	$	—		(361,529	)		(62,013	)	M
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		11.15	%	10/1/2026	$	1,928,718		1,904,890			1,799,494
IT Parent, LLC (Insurance Technologies)	First Lien Revolver	SOFR(M)/PRIME		1.00	%		6.25	%		11.41	%	10/1/2026	$	208,333		205,307			191,583		M/T
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		11.12	%	11/1/2028	$	850,237		839,196			817,078
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		11.10	%	11/1/2028	$	2,127,593		2,101,706			2,044,617
																14,459,389			14,431,585
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(S)		0.75	%		6.25	%		11.03	%	12/29/2027	$	2,220,151		2,073,473			2,091,382
Syndigo, LLC	Second Lien Term Loan	LIBOR(S)		0.75	%		8.00	%		13.21	%	12/14/2028	$	4,673,472		4,620,345			3,692,043
																6,693,818			5,783,425
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.37	%	8/22/2027	$	1,938,957		1,921,541			1,894,361
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		13.72	%	10/25/2029	$	7,164,842		7,041,626			5,266,159
Bynder Bidco B.V. (Netherlands)	First Lien Term Loan B	SOFR(S)		1.00	%		7.25	%		12.05	%	1/26/2029	$	4,653,609		4,517,946			4,517,259		H/J
Bynder Bidco B.V. (Netherlands)	First Lien Revolver B	SOFR(S)		1.00	%		7.25	%		12.05	%	1/26/2029	$	—		(10,978	)		(11,059	)	H/J/M
Bynder Bidco, Inc. (Netherlands)	First Lien Term Loan A	SOFR(S)		1.00	%		7.25	%		12.05	%	1/26/2029	$	1,283,754		1,246,330			1,246,140		H/J
Bynder Bidco, Inc. (Netherlands)	First Lien Revolver A	SOFR(S)		1.00	%		7.25	%		12.05	%	1/26/2029	$	—		(3,025	)		(3,047	)	H/J/M
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				12.97	%	7/8/2027	$	1,941,975		1,925,945			1,907,019		D
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% Cash + 2.50% PIK				11.58	%	6/8/2028	$	11,533,696		11,330,726			11,229,207		D
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	1,306,917		1,188,710			1,156,621		O
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		13.08	%	7/27/2029	$	7,000,000		6,916,547			5,180,000		O
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.43	%	2/1/2029	$	3,336,406		3,255,309			3,222,968
Oranje Holdco, Inc. (KnowBe4)	First Lien Revolver	SOFR(Q)		1.00	%		7.75	%		12.43	%	2/1/2029	$	—		(10,137	)		(14,180	)	M
Persado, Inc.	First Lien Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.17	%	6/10/2027	$	4,956,117		4,896,426			4,579,452
Persado, Inc.	First Lien Delayed Draw Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.17	%	6/10/2027	$	1,328,125		1,320,541			1,227,188
Pluralsight, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		12.78	%	4/6/2027	$	12,069,635		11,892,525			11,466,153
Pluralsight, Inc.	First Lien Revolver	LIBOR(Q)		1.00	%		8.00	%		12.78	%	4/6/2027	$	465,183		452,691			418,665		M
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		12.84	%	4/2/2027	$	5,512,958		5,451,713			5,479,880
Reveal Data Corporation et al	First Lien FILO Term Loan	SOFR(S)		1.00	%		6.50	%		11.72	%	3/9/2028	$	2,814,549		2,755,985			2,738,838
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		10.99	%	8/16/2029	$	4,111,714		4,034,981			4,038,937
Sailpoint Technologies Holdings, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		10.99	%	8/16/2028	$	—		(5,987	)		(5,941	)	M
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Term Loan	SOFR(Q)		0.75	%	0.75% Cash + 6.50% PIK				12.06	%	1/24/2028	$	3,909,068		3,841,718			3,838,704		D/H/J
Suited Connector, LLC	First Lien Term Loan	LIBOR(S)		1.00	%	6.00% Cash + 2.00% PIK				12.92	%	12/1/2027	$	1,387,074		1,363,777			1,097,175		D
Suited Connector, LLC	First Lien Revolver	LIBOR(S)		1.00	%	6.00% Cash + 2.00% PIK				12.98	%	12/1/2027	$	227,273		223,628			179,773		D
																75,548,538			70,650,272
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.15	%	10/19/2028	$	2,250,000		2,197,538			2,151,000
Avalara, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		7.25	%		12.15	%	10/19/2028	$	—		(5,204	)		(9,900	)	M
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		—			8.00	%		13.15	%	5/28/2029	$	5,000,000		4,962,588			4,625,000
Idera, Inc.	Second Lien Term Loan	LIBOR(Q)		0.75	%		6.75	%		11.51	%	2/4/2029	$	2,867,296		2,851,378			2,437,202
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.90	%	12/29/2028	$	5,008,771		4,861,431			4,848,490
Madison Logic Holdings, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.90	%	12/30/2027	$	—		(10,248	)		(11,503	)	M
																14,857,483			14,040,289
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		11.76	%	5/25/2027	$	2,624,955		2,540,724			2,609,651		J/O

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.91	%	12/21/2028	$	2,196,804		2,121,989			2,122,112

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		11.91	%	12/21/2028	$	—	$	(6,144	)	$	(6,240	)	M
Alcami Corporation	First Lien Revolver	SOFR(M)		1.00	%		7.00	%		11.91	%	12/21/2028	$	—		(9,829	)		(9,984	)	M
																2,106,016			2,105,888
Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.58	%	8/5/2026	$	1,426,545		1,408,310			1,440,810
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		11.58	%	8/5/2026	$	3,845,680		3,796,806			3,884,137
																5,205,116			5,324,947
Media
NEP Group, Inc. et al	First Lien Term Loan	SOFR(M)		—			3.75	%		8.56	%	10/20/2025	$	660,333		607,506			613,284		O
NEP Group, Inc. et al	Second Lien Term Loan	LIBOR(M)		—			7.00	%		11.84	%	10/19/2026	$	3,131,760		2,933,215			2,501,493		O
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.69	%	8/31/2023	$	378,100		375,239			362,220
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.55	%	8/23/2026	$	3,620,505		3,565,388			3,338,105		D
																7,481,348			6,815,102
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		5.50	%		10.27	%	11/30/2026	$	10,038,424		9,851,172			9,702,136
Alpine Acquisition Corp II (48Forty)	First Lien Revolver	PRIME		1.00	%		4.50	%		12.50	%	11/30/2026	$	67,004		51,338			44,558		M
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.00	%		10.78	%	12/23/2026	$	3,525,051		3,424,101			3,424,234
																13,326,611			13,170,928
Professional Services
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		12.43	%	4/26/2030	$	5,007,465		4,919,252			4,306,420
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		12.34	%	5/14/2029	$	5,000,000		4,964,405			4,695,000
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.05	%	8/18/2028	$	11,060,029		10,881,821			10,979,291		D
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.05	%	8/18/2028	$	113,096		113,096			91,651		D/M
ICIMS, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.75	%		11.55	%	8/18/2028	$	—		(16,550	)		(7,689	)	M
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.61	%	2/17/2025	$	9,892,491		9,770,571			9,684,749		H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.61	%	2/17/2025	$	5,300,000		5,241,648			5,188,700		H/J
RigUp, Inc.	First Lien Delayed Draw Term Loan (4.0% Exit Fee)	LIBOR(M)		1.50	%		7.00	%		12.00	%	3/1/2024	$	300,000		298,463			302,700
TLE Holdings, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		10.34	%	6/28/2024	$	3,810,367		3,608,119			3,696,056
TLE Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		10.34	%	6/28/2024	$	975,407		923,634			946,144
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		11.59	%	8/4/2026	$	1,064,655		1,059,885			1,019,407
																41,764,344			40,902,429
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		11.14	%	3/2/2026	$	1,866,667		1,866,667			1,840,533		J
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		11.42	%	3/21/2027	$	4,661,332		4,580,726			4,617,050
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		11.42	%	3/21/2027	$	—		27,520			(63,964	)	M
																6,474,913			6,393,619
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		12.77	%	4/8/2025	$	15,000,000		14,871,806			14,820,000

Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		11.16	%	12/29/2027	$	1,886,941		1,854,706			1,773,725		O
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.80	%	12/29/2026	$	435,181		360,370			373,548		M
																2,215,076			2,147,273
Software
Aerospike, Inc.	First Lien Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.42	%	12/29/2025	$	2,416,867		2,400,423			2,380,856
Aerospike, Inc.	First Lien Delayed Draw Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.46	%	12/29/2025	$	1,054,373		1,029,591			1,038,662
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.87	%	3/11/2027	$	8,673,018		8,600,911			8,666,947
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				11.82	%	4/13/2027	$	4,485,179		4,429,432			4,251,950		D
Aras Corporation	First Lien Revolver	LIBOR(Q)/(S)		1.00	%		6.50	%		11.48	%	4/13/2027	$	204,763		200,597			188,791		M

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.57	%	4/30/2026	$	4,918,151	$	4,823,600		$	4,868,970
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		1.00	%		6.75	%		14.75	%	4/30/2026	$	519,073		506,282			512,503		M
Bluefin Holding, LLC (BlackMountain)	Second Lien Term Loan	LIBOR(Q)		—			7.75	%		12.70	%	9/3/2027	$	4,809,535		4,765,742			4,564,249
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		11.16	%	9/8/2027	$	2,833,333		2,800,291			2,748,617
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.00	%		11.16	%	9/8/2027	$	54,686		53,351			46,381		M
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Revolver	LIBOR(Q)		0.75	%		6.00	%		11.09	%	9/8/2027	$	273,311		270,169			265,005		M
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.39	%	3/30/2029	$	5,131,318		5,003,092			5,003,035
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Revolver	SOFR(Q)		1.00	%		7.50	%		12.39	%	3/30/2029	$	—		(12,817	)		(12,828	)	M
Elastic Path Software Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.37	%	1/6/2026	$	1,893,754		1,880,638			1,887,504		H/J
Elastic Path Software Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.63	%	1/6/2026	$	961,395		952,974			958,222		H/J
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.25% Cash + 3.50% PIK				11.64	%	8/30/2028	$	365,071		357,694			349,008		D
Fusion Risk Management, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.39	%	8/30/2028	$	—		(729	)		(1,578	)	M
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(S)		1.00	%		7.25	%		12.23	%	5/6/2026	$	1,539,384		1,526,531			1,520,295
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(S)		1.00	%		7.25	%		12.39	%	5/6/2026	$	1,539,384		1,527,499			1,520,295
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.77	%	7/9/2029	$	1,979,981		1,945,412			1,957,211		D
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.63	%	7/9/2029	$	1,529,688		1,501,895			1,512,096		D
GTY Technology Holdings Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.15	%	7/9/2029	$	—		(6,284	)		(4,011	)	M
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(M)/SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.78	%	12/17/2027	$	1,851,205		1,813,177			1,797,705		D/T
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.85	%	12/17/2027	$	100,000		97,472			92,293		D/M
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.85	%	12/17/2027	$	—		(2,104	)		(3,853	)	M
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(Q)		0.75	%		8.00	%		12.70	%	8/5/2028	$	7,017,052		6,854,853			6,848,643
Kaseya Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		10.65	%	6/25/2029	$	7,444,189		7,342,711			7,280,417
Kaseya Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		10.65	%	6/25/2029	$	—		(3,037	)		(10,011	)	M
Kaseya Inc.	First Lien Revolver	SOFR(Q)		0.75	%		5.75	%		10.65	%	6/25/2029	$	—		(6,076	)		(10,011	)	M
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				13.53	%	11/1/2027	$	2,117,405		2,076,439			2,095,596		D
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.15	%	9/15/2025	$	2,349,466		2,322,370			2,294,253
Oversight Systems, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.91	%	9/24/2026	$	1,539,408		1,517,240			1,484,451
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.50% PIK				11.22	%	5/9/2028	$	5,756,262		5,655,592			5,706,183		D/H/J
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.22	%	5/9/2028	$	—		(10,031	)		(5,119	)	H/J/M
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.69	%	3/31/2027	$	3,828,161		3,775,269			3,751,597		D/H/J
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.69	%	3/31/2027	$	—		(5,476	)		(8,192	)	D/H/J/M
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.13	%		11.28	%	8/31/2027	$	4,604,877		4,529,045			4,521,989
Superman Holdings, LLC (Foundation Software)	First Lien Revolver	LIBOR(Q)		1.00	%		6.13	%		11.28	%	8/31/2026	$	—		(4,711	)		(5,930	)	M
Syntellis Parent, LLC (Axiom Software)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		11.31	%	8/2/2027	$	7,632,881		7,490,326			7,403,894
Tessian Inc. (United Kingdom)	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.29	%	3/15/2028	$	2,236,105		2,191,383			2,191,383		H/J
Zendesk, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				11.88	%	11/22/2028	$	5,190,354		5,092,818			5,086,547		D
Zendesk, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				11.88	%	11/22/2028	$	—		(12,208	)		(25,952	)	D/M
Zendesk, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.50	%		11.38	%	11/22/2028	$	—		(10,067	)		(10,686	)	M
Zilliant Incorporated	First Lien Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				11.28	%	12/21/2027	$	1,568,135		1,544,081			1,472,479		D
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				11.28	%	12/21/2027	$	—		(2,136	)		(22,593	)	D/M
Zilliant Incorporated	First Lien Revolver	LIBOR(M)		0.75	%		6.00	%		10.78	%	12/21/2027	$	—		(2,336	)		(9,037	)	M
																96,800,888			96,138,226

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		10.66	%	2/12/2025	$	3,626,473	$	3,382,505		$	3,482,540		O
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	1,000,000		986,517			961,000
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		10.71	%	7/2/2026	$	7,101,799		7,006,231			6,768,015
																11,375,253			11,211,555
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		11.95	%	2/17/2026	$	10,842,857		10,699,116			10,593,471		H/J

Textiles, Apparel & Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		11.06	%	9/8/2027	$	9,862,348		9,743,212			9,915,604
James Perse Enterprises, Inc.	First Lien Revolver	SOFR(M)		1.00	%		6.25	%		11.06	%	9/8/2027	$	—		(17,386	)		—		M
																9,725,826			9,915,604
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	SOFR(M)		0.75	%		7.50	%		12.41	%	4/8/2027	$	3,539,347		3,484,279			3,435,644
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		7.50	%		12.41	%	4/8/2027	$	—		(6,080	)		(34,568	)	M
																3,478,199			3,401,076
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		11.41	%	9/17/2026	$	4,925,000		4,834,329			4,811,233		H/J

Total Debt Investments - 181.2% of Net Assets																616,407,817			579,429,055

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Issuer(N/P)	Instrument	Total Coupon			Expiration	Shares		Cost(A)		Fair Value(B)		Notes
Equity Securities
Capital Markets
Marsico Holdings, LLC	Limited Partnership/Limited Liability Company Interests						91,445	$	1,848,077	$	—	C/I
Pico Quantitative Trading Holdings, LLC	Warrants to Purchase Membership Units				2/7/2030		162		14,804		35,684	C/I
									1,862,881		35,684
Chemicals
AGY Equity, LLC	Class A Preferred Stock						4,195,600		1,139,598		—	C/F/I
AGY Equity, LLC	Class B Preferred Stock						2,936,920		—		—	C/F/I
AGY Equity, LLC	Class C Common Stock						2,307,580		—		—	C/F/I
									1,139,598		—
Diversified Consumer Services
Elevate Brands Holdco Inc.	Warrants to Purchase Common Stock				3/14/2032		66,428		—		32,026	C/I
Elevate Brands Holdco Inc.	Warrants to Purchase Preferred Stock				3/14/2032		33,214		—		25,827	C/I
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares				11/23/2028		48		—		97,285	C/H/I/J
PerchHQ LLC	Warrants to Purchase Common Stock				10/15/2027		45,283		—		122,264	C/I/K
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares				4/28/2028		182		—		599,690	C/H/I/J
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares				4/28/2028		56		—		321,178	C/H/I/J
									—		1,198,270
Diversified Financial Services
Gordon Brothers Finance Company	Common Stock						10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock		13.50	%			34,285		36,624,685		—	C/G/Q
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock				2/11/2031		7,662		—		76,926	C/H/I/J
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock				8/27/2031		508		—		782	C/H/I/J
									47,236,233		77,708
Household Durables
Stitch Holdings, L.P.	Limited Partnership/Limited Liability Company Interests						5,910		5,909,910		4,373,400	C/I

Internet Software & Services
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock				1/30/2029		450,000		100,544		262,350	C/I
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units				3/6/2033		1,652		—		—	C/I
									100,544		262,350
Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests						546		—		—	C/L

Oil, Gas & Consumable Fuels
TER Management Resources, LLC (fka ETX Energy Management Company, LLC)	Limited Partnership/Limited Liability Company Interests						53,815		—		—	C
Trailblazer Energy Resources, LLC (fka ETX Energy, LLC)	Limited Partnership/Limited Liability Company Interests						51,119		—		—	C/K
									—		—
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock				5/6/2032		2,087		—		10,393	C/I

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	12.50% PIK					2,478		2,849,283		2,397,143	D/I

Total Equity Securities - 2.6% of Net Assets									59,098,449		8,354,948

Total Investments - 183.8% of Net Assets								$	675,506,266	$	587,784,003

Cash and Cash Equivalents - 1.6% of Net Assets										$	5,164,450

Total Cash and Investments - 185.4% of Net Assets										$	592,948,453

Interest Rate Swap as of March 31, 2023(U)

Company Receives Fixed

Company Pays Floating

Counterparty

Maturity Date

Payment Frequency

Notional Amount

Fair Value

Interest Rate Swap

2.633%

1 Day SOFR

CME

6/9/2025

Annual

35,000,000

(1,165,514

)

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)

Notes to Consolidated Schedules of Investments:

(A)

Represents amortized cost for fixed income securities and cost for preferred and common stock, limited partnership/limited liability company interests and equity warrants/options.

(B)

Pursuant to Rule 2a-5 under the Investment Company Act of 1940 (the "1940 Act"), the Company's Board of Directors designated the Advisor as the valuation designee to perform certain fair value functions, including performing fair value determinations. See Note 2 for further details.

(C)

Non-income producing equity securities at March 31, 2023.

(D)

Interest may be paid in cash or payment-in-kind (“PIK”), or a combination thereof which is generally at the option of the borrower. PIK earned is included in the cost basis of the security. In accordance with the Company’s policy, PIK is recorded on an effective interest method.

(E)

Approximately 99.5% of the fair value of total senior secured loans in the Company’s portfolio bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), “L”, Secured Overnight Financing Rate (“SOFR”), “S”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 94.1% of the fair value of such senior secured loans have floors of 0.50% to 2.00%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at March 31, 2023 of all contracts within the specified loan facility. LIBOR and SOFR reset monthly (M), quarterly (Q) or semiannually (S).

(F)

Transaction and other information for “non-controlled, affiliated” investments under the 1940 Act, whereby the Company owns 5% or more (but not more than 25%) of the portfolio company’s outstanding voting securities, is presented in a separate table of the Consolidated Schedules of Investments.

(G)

Transaction and other information for “controlled” investments under the 1940 Act, whereby the Company owns more than 25% of the portfolio company’s outstanding voting securities, is presented in a separate table of the Consolidated Schedules of Investments.

(H)

Non-U.S. company or principal place of business outside the U.S.

(I)

Security is either exempt from registration under Rule 144A of the Securities Act of 1933 (the “Securities Act”), or sale of the security is subject to certain contractual restrictions. Securities that are exempt from registration under 144A may be resold in transactions, normally to qualified institutional buyers. In aggregate, these securities represent 2.6% of the Company’s net assets at March 31, 2023. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of March 31, 2023:


Investment		Initial Acquisition Date
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests		11/28/2007
FinancialForce.com, Warrants to Purchase Series C Preferred Stock		1/30/2019
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units		2/7/2020
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Stitch Holdings, L.P., Limited Partnership Interests		7/30/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares		11/23/2021
Blackbird Holdco, Inc. (Ohio Transmission Corp.), Preferred Stock		12/14/2021
Elevate Brands Holdco Inc., Warrants to Purchase Common Stock		3/14/2022
Elevate Brands Holdco Inc., Warrants to Purchase Preferred Stock		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
PerchHQ LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares		12/23/2022
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units		3/6/2023

(J)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act may be subject to change. The Company monitors the status of these assets on an ongoing basis. As of March 31, 2023, approximately 16.1% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

(K)

The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of Trailblazer Energy Resources, LLC (fka ETX Energy, LLC) and PerchHQ LLC and thus non-controlled, non-affiliated investments.

(L)

The Company is the sole stockholder of BCIC-MBS, LLC, a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of MBS Parent, LLC and thus a non-controlled, non-affiliated investment.

(M)

Position or associated portfolio company thereof has an unfunded commitment as of March 31, 2023 (see Note 9). Any negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(N)

Unless otherwise indicated, all investments are considered Level 3 in accordance with ASC Topic 820 (see Note 2).

(O)

Investments are considered other than Level 3 in accordance with ASC Topic 820 (see Note 2).

(P)

The Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(Q)

The investment is on non-accrual status as of March 31, 2023 and therefore non-income producing. At March 31, 2023, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 2.7% and 11.3% of the Company's debt and preferred stock investments at fair value and amortized cost, respectively.

(R)

This investment will have a first lien security interest after the senior tranches are repaid.

(S)

Total coupon includes default interest of 2.00%.

(T)

Portions of the loan bear interest using a combination of LIBOR, SOFR and/or at the Prime rate. The total coupon represents the weighted average interest rate at March 31, 2023 of all contracts within the loan facility.

(U)

Refer to Notes 2 and 4 for additional information on the Company’s Interest Rate Swap.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

March 31, 2023

(Unaudited)


Non-Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2022		Net realized gain (loss)(2)			Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at March 31, 2023
AGY Equity, LLC:
Class A Preferred Stock	$	—	$	—	$	—		$	—		$	—	$	—		$	—
Class B Preferred Stock		—		—		—			—			—		—			—
Class C Common Stock		—		—		—			—			—		—			—
Kemmerer Operations, LLC (WMLP):
Senior Secured Loan, First Lien		31,794		1,956,190		—			—			112,178		(2,068,368	)		—	(5)
Delayed Draw Term Loan, First Lien		—		—		—			—			—		—			—	(5)
Kemmerer Holdings, LLC (WMLP):
Limited Liability Co. Interest		—		1,618,248		(441,906	)		(864,398	)		—		(311,944	)		—	(5)
Totals	$	31,794	$	3,574,438	$	(441,906	)	$	(864,398	)	$	112,178	$	(2,380,312	)	$	—

(1)

The issuers of the securities listed on this schedule are considered non-controlled, affiliated investments under the 1940 Act due to the ownership by the Company of 5% to 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the three months ended March 31, 2023. Dividends and interest income also includes fee income as applicable.

(3)

Acquisitions include increases in the cost basis of investments resulting from new purchases, PIK income, or amortization of original issue and market discounts for the three months ended March 31, 2023.

(4)

Dispositions include decreases in the cost basis of investments, net of realized gain or loss, resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category for the three months ended March 31, 2023.

(5)

Investment no longer held as of March 31, 2023.

There is no aggregate fair value of non-controlled, affiliated investments at March 31, 2023.


Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2022		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)		Acquisitions(3)		Dispositions(4)		Fair Value at March 31, 2023
Gordon Brothers Finance Company:
Unsecured Debt	$	—	$	15,228,000	$	—	$	445,000	$	—	$	—	$	15,673,000
Preferred Stock		—		—		—		—		—		—		—
Common Stock		—		—		—		—		—		—		—
Totals	$	—	$	15,228,000	$	—	$	445,000	$	—	$	—	$	15,673,000

(1)

The issuers of securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more than 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the three months ended March 31, 2023. Dividends and interest income also includes fee income as applicable.

(3)

(4)

The aggregate fair value of controlled investments at March 31, 2023 represents 4.9% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		11.45	%	4/15/2026	$	2,301,990	$	2,274,343		$	2,301,990
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	LIBOR(Q)		1.00	%		6.75	%		11.39	%	4/15/2026	$	233,430		231,163			233,430
																2,505,506			2,535,420
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	2,514,995		2,475,461			2,530,084

Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		1.50	%		7.25	%		11.98	%	2/7/2025	$	500,000		489,418			505,000
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.50	%		7.25	%		11.61	%	2/7/2025	$	560,228		540,020			560,228
																1,029,438			1,065,228
Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	1,584,967		1,576,423			1,423,301
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	348,708		346,720			313,140
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	482,944		480,224			433,684
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2028	$	1,366,200		1,333,250			1,334,367
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		10.49	%	8/23/2028	$	357,991		342,382			335,983		N
Pueblo Mechanical and Controls, LLC	First Lien Revolver	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2027	$	—		(5,182	)		(5,128	)	N
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	2,615,252		2,581,172			2,432,184
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	—		(2,797	)		(31,327	)	N
																6,652,192			6,236,204
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	3,275,107		3,209,605			3,157,203
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		(10,731	)		(38,632	)	N
CSG Buyer, Inc. (Core States)	First Lien Revolver	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		(10,731	)		(19,316	)	N
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(S)		1.00	%		6.50	%		11.54	%	11/23/2027	$	3,565,730		3,482,162			3,448,061
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.50	%		11.36	%	11/23/2027	$	4,900,908		4,795,212			4,684,152		N
Homerenew Buyer, Inc. (Project Dream)	First Lien Revolver	SOFR(M)		1.00	%		6.50	%		11.12	%	11/23/2027	$	240,763		224,479			201,038		N
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	2,474,828		2,442,580			2,420,381
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	832,161		821,187			813,853
																14,953,763			14,666,740
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	5,193,335		5,068,461			5,037,535
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	—		(20,519	)		(51,933	)	N
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		12.67	%	12/14/2027	$	2,594,273		2,542,769			2,542,387
																7,590,711			7,527,989
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	4,559,359		4,465,756			4,226,526
PVHC Holding Corp.	First Lien Term Loan	LIBOR(Q)		1.00	%		4.75	%		9.48	%	8/2/2024	$	10,178,225		9,299,671			9,771,096
																13,765,427			13,997,622
Distributors
Colony Display LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.50	%		13.91	%	6/30/2026	$	2,357,384		2,322,817			2,185,295

Diversified Consumer Services
Elevate Brands OpCo LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		8.50	%		13.23	%	3/15/2027	$	7,900,096		7,812,573			7,830,210		N
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/14/2029	$	3,200,924		3,131,854			3,131,144
Fusion Holding Corp. (Finalsite)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/15/2027	$	—		(5,534	)		(5,592	)	N
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		14.21	%	4/30/2025	$	12,653,058		12,727,131			12,176,370		H/J/N
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	1,638,321		1,638,321			1,762,833		D/H/J
SellerX Germany GmbH & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	8.00% Cash + 3.00% PIK				15.73	%	11/23/2025	$	6,344,642		6,280,873			6,255,561		D/H/J/N
Thras.io, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	7,301,869		7,207,747			6,434,771		P
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	3,060,601		2,995,971			2,373,093		P/N

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Whele LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	8.50% Cash + 3.00% PIK				16.20	%	10/15/2025	$	6,531,157	$	6,564,537		$	6,067,445		D
																48,353,473			46,025,835
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	6,538,915		6,451,642			6,452,601
2-10 Holdco, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	—		(3,117	)		(3,171	)	N
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	5,356,151		5,240,066			5,216,891
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.08	%	8/29/2029	$	—		1,316			(7,017	)	N
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	—		(12,562	)		(15,203	)	N
Accordion Partners LLC	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/31/2028	$	—		(9,941	)		(12,162	)	N
Callodine Commercial Finance, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		13.73	%	11/3/2025	$	25,000,000		25,000,000			24,775,000
Callodine Commercial Finance, LLC	Subordinated Debt	SOFR(M)		0.25	%		8.50	%		13.14	%	10/8/2027	$	5,000,000		5,000,000			4,930,000		S
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	7,104,830		6,969,338			6,897,369
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	—		(18,625	)		(57,773	)	N
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		17.38	%	10/31/2021	$	37,686,148		37,686,148			15,228,000		G/R/T
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		12.93	%	7/5/2026	$	5,000,000		4,929,099			4,870,000
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	3,475,919		3,453,599			3,298,870		N
Wealth Enhancement Group, LLC	First Lien Revolver	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	—		(1,849	)		(10,098	)	N
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		13.91	%	2/11/2025	$	11,300,000		11,160,087			11,085,300		H/J
																105,845,201			82,648,607
Electrical Equipment
Advanced Lighting Technologies, LLC	Second Lien Sr Secured Notes	LIBOR(M)		2.00	%	16.00% PIK + 6.00% Cash				28.33	%	3/16/2027	$	2,362,743		935,927			708,823		D/I/R/T

Health Care Equipment & Supplies
Zest Acquisition Corp.	Second Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		11.39	%	3/14/2026	$	15,000,000		14,930,552			14,025,000		P

Health Care Providers & Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				11.68	%	6/28/2028	$	2,703,036		2,657,008			2,121,343		D
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.18	%	8/19/2027	$	341,602		338,323			335,658
Opco Borrower, LLC (Giving Home Health Care)	First Lien Revolver	SOFR(M)		1.00	%		6.50	%		10.87	%	8/19/2027	$	6,250		5,958			5,706		N
Outcomes Group Holdings, Inc.	Second Lien Term Loan	LIBOR(Q)		—			7.50	%		12.23	%	10/26/2026	$	5,769,231		5,762,481			5,480,769
Outcomes Group Holdings, Inc.	Second Lien Term Loan	SOFR(Q)		0.50	%		7.50	%		12.05	%	10/26/2026	$	3,538,462		3,491,614			3,361,538
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	3,798,739		3,729,472			3,677,559
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	—		(11,384	)		(46,396	)	N
Team Services Group, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		9.00	%		13.93	%	11/13/2028	$	6,554,543		6,393,439			6,161,270
																22,366,911			21,097,447
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	2,868,709		2,826,856			2,710,930
Appriss Health, LLC (PatientPing)	First Lien Revolver	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	—		(2,786	)		(10,545	)	N
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		11.99	%	3/14/2024	$	7,664,445		7,608,680			7,541,813
CareATC, Inc.	First Lien Revolver	LIBOR(S)		1.00	%		7.25	%		9.73	%	3/14/2024	$	338,074		336,302			332,665
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	8,380,593		8,238,137			8,045,370
ESO Solutions, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	—		(8,938	)		(24,651	)	N
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.74	%	10/2/2028	$	2,016,737		2,008,293			1,899,767
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		10.75	%	7/23/2024	$	4,500,000		4,476,424			4,396,500
Sandata Technologies, LLC	First Lien Revolver	LIBOR(Q)		—			6.00	%		10.29	%	7/23/2024	$	500,000		497,481			488,500
																25,980,449			25,380,349
Hotels, Restaurants & Leisure
OCM Luxembourg Baccarat Bidco S.A.R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	5,234,481		5,139,378			5,098,385		H/J
OCM Luxembourg Baccarat Bidco S.A.R.L. (Interblock) (Slovenia)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	—		(7,430	)		(10,915	)	H/J/N
																5,131,948			5,087,470
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2029	$	4,121,752		4,043,233			3,952,760
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.15	%	8/31/2029	$	686,959		670,390			644,711		N
AmeriLife Holdings, LLC	First Lien Revolver	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2028	$	—		(9,728	)		(21,124	)	N

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	5,167,753	$	5,078,283		$	5,126,411
Integrity Marketing Acquisition, LLC	First Lien Incremental Revolver	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	—		(396,355	)		(41,342	)	N
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		10.63	%	10/1/2026	$	1,933,651		1,907,627			1,807,963
IT Parent, LLC (Insurance Technologies)	First Lien Revolver	LIBOR(M)/PRIME		1.00	%		6.25	%		11.21	%	10/1/2026	$	183,333		180,108			167,083		N/U
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		11.12	%	11/1/2028	$	852,379		840,617			814,022
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		11.11	%	11/1/2028	$	1,859,529		1,833,303			1,763,340		N
																14,147,478			14,213,824
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	PRIME		0.75	%		5.25	%		12.25	%	12/29/2027	$	2,225,715		2,072,848			2,072,141
Syndigo, LLC	Second Lien Term Loan	LIBOR(S)		0.75	%		8.00	%		13.21	%	12/14/2028	$	4,673,472		4,617,397			3,598,574
																6,690,245			5,670,715
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.86	%	8/22/2027	$	1,938,957		1,920,501			1,911,811
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		13.26	%	10/25/2029	$	7,164,842		7,034,117			6,376,709
Gympass US, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	4.00% Cash + 4.00% PIK				12.77	%	7/8/2027	$	1,922,747		1,905,105			1,890,061		D
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% Cash + 2.50% PIK				11.58	%	6/8/2028	$	11,460,476		11,247,733			11,195,739		D
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	667,101		600,391			620,404		P
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		12.67	%	7/27/2029	$	7,000,000		6,913,061			5,483,310		P
Persado, Inc.	First Lien Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	5,830,726		5,754,713			5,518,783
Persado, Inc.	First Lien Delayed Draw Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	1,562,500		1,552,329			1,111,570		N
Pluralsight, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.83	%	4/6/2027	$	12,069,635		11,881,653			11,598,919
Pluralsight, Inc.	First Lien Revolver	LIBOR(M)		1.00	%		8.00	%		12.36	%	4/6/2027	$	465,183		451,936			428,899		N
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		12.38	%	4/2/2027	$	5,512,958		5,446,114			5,358,595
Reveal Data Corporation et al	First Lien FILO Term Loan	SOFR(S)		1.00	%		6.50	%		9.92	%	3/9/2028	$	2,814,549		2,752,981			2,721,951
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2029	$	4,111,714		4,031,739			3,987,129
Sailpoint Technologies Holdings, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2028	$	—		(6,262	)		(9,712	)	N
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Term Loan	SOFR(Q)		0.75	%	0.75% Cash + 6.50% PIK				11.46	%	1/24/2028	$	3,845,195		3,774,506			3,736,760		D/H/J
Suited Connector, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	1,396,023		1,371,786			1,119,610
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	—		(2,185	)		(67,500	)	N
Suited Connector, LLC	First Lien Revolver	LIBOR(S)		1.00	%		6.00	%		10.98	%	12/1/2027	$	227,273		223,453			182,273
																66,853,671			63,165,311
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	2,250,000		2,194,940			2,182,500
Avalara, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	—		(5,443	)		(6,750	)	N
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		—			8.00	%		13.15	%	5/28/2029	$	5,000,000		4,958,482			4,625,000
Idera, Inc.	Second Lien Term Loan	LIBOR(Q)		0.75	%		6.75	%		10.50	%	2/4/2029	$	2,867,296		2,849,793			2,351,183
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/29/2028	$	5,008,771		4,858,604			4,858,508
Madison Logic Holdings, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/30/2027	$	—		(10,784	)		(10,784	)	N
																14,845,592			13,999,657
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		11.76	%	5/25/2027	$	2,631,567		2,542,648			2,581,119		J/P

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	2,202,309		2,125,543			2,125,229
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		(6,392	)		(6,423	)	N
Alcami Corporation	First Lien Revolver	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		(10,228	)		(10,277	)	N
																2,108,923			2,108,529
Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	1,430,193		1,409,814			1,444,495
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	3,855,495		3,801,066			3,894,050
																5,210,880			5,338,545

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Media
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.00	%		11.38	%	10/19/2026	$	3,131,760	$	2,921,510		$	2,274,441		P
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	379,050		374,456			361,614
Streamland Media Midco LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	—		(1,460	)		(5,520	)	N
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		8.14	%	8/23/2026	$	3,601,472		3,540,585			3,338,564
																6,835,091			5,969,099
Metals & Mining
Kemmerer Operations, LLC (WMLP)	First Lien Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	1,956,190		1,956,190			1,956,190		D/F/N

Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	10,063,709		9,866,133			9,579,644
Alpine Acquisition Corp II (48Forty)	First Lien Revolver	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	—		(16,709	)		(32,229	)	N
																9,849,424			9,547,415
Professional Services
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		11.84	%	4/26/2030	$	5,007,465		4,913,512			4,586,000		P
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		11.88	%	5/14/2029	$	5,000,000		4,959,969			4,795,000
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	11,060,029		10,873,218			10,640,854		D
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	—		—			(111,339	)	D/N
ICIMS, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.75	%		11.02	%	8/18/2028	$	—		(17,307	)		(39,921	)	N
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	9,892,491		9,759,102			9,655,071		H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	5,300,000		5,234,978			5,172,800		H/J
RigUp, Inc.	First Lien Delayed Draw Term Loan (4.0% Exit Fee)	LIBOR(M)		1.50	%		7.00	%		11.81	%	3/1/2024	$	500,000		496,559			492,500
TLE Holdings, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		9.88	%	6/28/2024	$	3,820,368		3,583,613			3,658,003
TLE Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		9.88	%	6/28/2024	$	977,931		917,326			936,369
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		11.13	%	8/4/2026	$	1,064,655		1,059,229			1,019,407
																41,780,199			40,804,744
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		9.05	%	3/2/2026	$	1,866,667		1,866,667			1,844,267		J
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	4,661,332		4,576,784			4,577,428
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	—		20,817			(121,195	)	N
																6,464,268			6,300,500
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		11.03	%	4/8/2025	$	15,000,000		14,848,983			14,895,000

Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		10.67	%	12/29/2027	$	1,899,037		1,865,593			1,785,095		P
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.42	%	12/29/2026	$	330,137		249,986			268,505		N
																2,115,579			2,053,600
Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		11.88	%	12/29/2025	$	2,416,867		2,397,971			2,375,297
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.44	%	3/11/2027	$	8,673,018		8,592,729			8,594,961
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				10.94	%	4/13/2027	$	4,442,604		4,383,120			4,273,786		D
Aras Corporation	First Lien Revolver	LIBOR(S)		1.00	%		6.50	%		9.50	%	4/13/2027	$	102,381		97,919			90,710		N
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.00	%	4/30/2026	$	4,949,797		4,845,184			4,816,153
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		1.00	%		6.75	%		14.25	%	4/30/2026	$	519,073		505,266			501,333		N
Bluefin Holding, LLC (BlackMountain)	Second Lien Term Loan	LIBOR(Q)		—			7.75	%		12.48	%	9/3/2027	$	4,809,535		4,762,954			4,756,630
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	2,833,333		2,798,816			2,746,350
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	54,686		53,168			46,158		N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Revolver	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	103,311		100,015			94,783		N
Elastic Path Software Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.37	%	1/6/2026	$	1,893,754		1,878,821			1,875,195		H/J

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Elastic Path Software Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.12	%	1/6/2026	$	961,395	$	952,144		$	951,973		H/J
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.25% Cash + 3.75% PIK				11.40	%	8/30/2028	$	362,133		354,405			349,821		D
Fusion Risk Management, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		10.90	%	8/30/2028	$	—		(762	)		(1,220	)	N
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2026	$	1,539,384		1,525,409			1,520,757
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		11.55	%	5/6/2026	$	923,630		910,497			905,004		N
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.46	%	7/9/2029	$	1,958,707		1,922,412			1,896,028		D
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.40	%	7/9/2029	$	1,513,252		1,484,207			1,464,827		D
GTY Technology Holdings Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	7/9/2029	$	—		(6,532	)		(11,160	)	N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(M)/SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.34	%	12/17/2027	$	1,837,108		1,796,699			1,781,995		D/U
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.28	%	12/17/2027	$	—		(1,748	)		(8,000	)	D/N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.28	%	12/17/2027	$	—		(2,208	)		(4,000	)	N
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		10.93	%	8/5/2028	$	7,017,052		6,847,683			6,779,876
Kaseya Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	7,444,189		7,337,399			7,220,864
Kaseya Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		(3,158	)		(13,651	)	N
Kaseya Inc.	First Lien Revolver	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		(6,318	)		(13,651	)	N
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				12.99	%	11/1/2027	$	2,100,294		2,058,551			2,058,288		D
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		11.49	%	9/15/2025	$	2,349,466		2,318,584			2,289,789
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		11.38	%	9/24/2026	$	1,543,315		1,519,175			1,481,582
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.50% PIK				10.71	%	5/9/2028	$	5,645,032		5,541,077			5,477,375		D/H/J
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		10.71	%	5/9/2028	$	—		(10,516	)		(17,476	)	H/J/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.25	%	3/31/2027	$	3,799,349		3,742,283			3,730,961		D/H/J
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.25	%	3/31/2027	$	—		(5,816	)		(7,373	)	D/H/J/N
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2027	$	4,616,646		4,536,715			4,538,163
Superman Holdings, LLC (Foundation Software)	First Lien Revolver	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2026	$	—		(5,050	)		(5,601	)	N
Syntellis Parent, LLC (Axiom Software)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/2/2027	$	7,652,145		7,502,382			7,422,580
Zendesk, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	5,190,354		5,086,883			5,086,547
Zendesk, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		(12,739	)		(25,952	)	N
Zendesk, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		(10,499	)		(10,686	)	N
Zilliant Incorporated	First Lien Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				10.85	%	12/21/2027	$	1,550,239		1,524,752			1,454,124		D
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				10.85	%	12/21/2027	$	—		(2,442	)		(22,963	)	D/N
Zilliant Incorporated	First Lien Revolver	LIBOR(M)		0.75	%		6.00	%		10.35	%	12/21/2027	$	—		(2,458	)		(9,185	)	N
																87,306,974			86,430,992
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		10.23	%	2/12/2025	$	3,678,280		3,399,559			3,387,070		P
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	1,000,000		984,665			916,000
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		10.29	%	7/2/2026	$	7,147,915		7,040,248			6,811,963
																11,424,472			11,115,033
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		11.68	%	2/17/2026	$	10,842,857		10,679,921			10,452,514		H/J

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Textiles, Apparel & Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	9,862,348	$	9,737,884		$	9,826,843
James Perse Enterprises, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	—		(18,354	)		(5,301	)	N
																9,719,530			9,821,542
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	3,539,347		3,480,055			3,391,402
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	—		(7,181	)		(49,315	)	N
																3,472,874			3,342,087
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/17/2026	$	4,937,500		4,841,489			4,781,475		H/J

Total Debt Investments - 175.9% of Net Assets																598,534,207			560,266,004

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedule of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Total Coupon			Expiration	Shares		Cost(A)		Fair Value(B)		Notes
Equity Securities
Capital Markets
Marsico Holdings, LLC	Limited Partnership/Limited Liability Company Interests						91,445	$	1,848,077	$	—	C/I
Pico Quantitative Trading Holdings, LLC	Warrants to Purchase Membership Units				2/7/2030		162		14,804		38,478	C/I
									1,862,881		38,478
Chemicals
AGY Equity, LLC	Class A Preferred Stock						4,195,600		1,139,597		—	C/F/I
AGY Equity, LLC	Class B Preferred Stock						2,936,920		—		—	C/F/I
AGY Equity, LLC	Class C Common Stock						2,307,580		—		—	C/F/I
									1,139,597		—
Diversified Consumer Services
Elevate Brands Holdco Inc.	Warrants to Purchase Common Stock				3/14/2032		66,428		—		31,965	C/I
Elevate Brands Holdco Inc.	Warrants to Purchase Preferred Stock				3/14/2032		33,214		—		25,645	C/I
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares				11/23/2028		48		—		97,941	C/H/I/J
PerchHQ LLC	Warrants to Purchase Common Stock				10/15/2027		45,283		—		252,226	C/I/L
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares				4/28/2028		182		—		702,914	C/H/I/J
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares				4/28/2028		56		—		320,504	C/H/I/J
									—		1,431,195
Diversified Financial Services
Gordon Brothers Finance Company	Common Stock						10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock		13.50	%			34,285		36,624,685		—	C/G/R
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock				2/11/2031		7,662		—		183,658	C/H/I/J
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock				8/27/2031		508		—		3,678	C/H/I/J
									47,236,233		187,336
Household Durables
Stitch Holdings, L.P.	Limited Partnership/Limited Liability Company Interests						5,910		5,909,910		4,373,400	C/I

Internet Software & Services
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock				1/30/2029		450,000		100,544		211,350	C/I

Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests						546		—		—	C/M

Metals & Mining
Kemmerer Holdings, LLC (WMLP)	Limited Partnership/Limited Liability Company Interests						8		753,851		1,618,248	C/F/K

Oil, Gas & Consumable Fuels
TER Management Resources, LLC (fka ETX Energy Management Company, LLC)	Limited Partnership/Limited Liability Company Interests						53,815		—		—	C
Trailblazer Energy Resources, LLC (fka ETX Energy, LLC)	Limited Partnership/Limited Liability Company Interests						51,119		—		—	C/L
									—		—
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock				5/6/2032		2,087		—		8,849	C/I

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	12.50% PIK					2,478		2,762,941		2,354,224	D/I

Total Equity Securities - 3.2% of Net Assets									59,765,957		10,223,080

Total Investments - 179.1% of Net Assets								$	658,300,164	$	570,489,084

Cash and Cash Equivalents - 3.0% of Net Assets										$	9,531,190

Total Cash and Investments - 182.1% of Net Assets										$	580,020,274

Interest Rate Swap as of December 31, 2022(V)

Company Receives Fixed

Company Pays Floating

Counterparty

Maturity Date

Payment Frequency

Notional Amount

Fair Value

Interest Rate Swap

2.633%

1 Day SOFR

CME

6/9/2025

Annual

35,000,000

(1,332,299

)

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022

Notes to Consolidated Schedules of Investments:

(a)

Represents amortized cost for fixed income securities and cost for preferred and common stock, limited partnership/limited liability company interests and equity warrants/options.

(b)

Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the valuation designee to perform certain fair value functions, including performing fair value determinations. See Note 2 for further details.

(c)

Non-income producing equity securities at December 31, 2022.

(d)

(e)

Approximately 99.2% of the fair value of total senior secured loans in the Company’s portfolio bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), “L”, Secured Overnight Financing Rate (“SOFR”), “S”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 94.2% of the fair value of such senior secured loans have floors of 0.50% to 1.80%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at December 31, 2022 of all contracts within the specified loan facility. LIBOR and SOFR reset monthly (M), quarterly (Q) or semiannually (S).

(f)

Transaction and other information for “non-controlled, affiliated” investments under the Investment Company Act of 1940 (the “1940 Act”), whereby the Company owns 5% or more (but not more than 25%) of the portfolio company’s outstanding voting securities, is presented in a separate table of the Consolidated Schedules of Investments.

(g)

(h)

Non-U.S. company or principal place of business outside the U.S.

(i)

Securities are either exempt from registration under Rule 144A of the Securities Act, or sale of the security is subject to certain contractual restrictions. Securities that are exempt from registration under 144A may be resold in transactions, normally to qualified institutional buyers. In aggregate, these securities represent 2.9% of the Company’s net assets at December 31, 2022. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of December 31, 2022:


Investment		Initial Acquisition Date
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests		11/28/2007
FinancialForce.com, Warrants to Purchase Series C Preferred Stock		1/30/2019
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units		2/7/2020
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Advanced Lighting Technologies, LLC, Senior Secured Notes		3/16/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Stitch Holdings, L.P., Limited Partnership Interests		7/30/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares		11/23/2021
Blackbird Holdco, Inc. (Ohio Transmission Corp.), Preferred Stock		12/14/2021
Elevate Brands Holdco Inc., Warrants to Purchase Common Stock		3/14/2022
Elevate Brands Holdco Inc., Warrants to Purchase Preferred Stock		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
PerchHQ LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares		12/23/2022

(j)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act may be subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2022, approximately 15.0% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

(k)

The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of 5% or more (but not more than 25%) of the voting securities of Kemmerer Operations, LLC and thus non-controlled, affiliated investments.

(l)

(m)

(n)

Position or associated portfolio company thereof has an unfunded commitment as of December 31, 2022 (see Note 9). Note that there may be additional unfunded positions which do not have a funded component at period end, and therefore are not displayed herein. Any negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(o)

Unless otherwise indicated, all investments are considered Level 3 in accordance with ASC Topic 820 (see Note 2).

(p)

Investments are considered other than Level 3 in accordance with ASC Topic 820 (see Note 2).

(q)

As of December 31, 2022, the Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(r)

The investment is on non-accrual status as of December 31, 2022 and therefore non-income producing. At December 31, 2022, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 2.8% and 11.8% of the Company's debt and preferred stock investments at fair value and amortized cost, respectively.

(s)

This investment will have a first lien security interest after the senior tranches are repaid.

(t)

Total coupon includes default interest of 2.00%.

(u)

Portions of the loan bear interest using a combination of LIBOR, SOFR, and/or the Prime rate. The total coupon represents the weighted average interest rate at December 31, 2022 of all contracts within the loan facility.

(v)

Refer to Notes 2 and 4 for additional information on the Company’s Interest Rate Swap.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Non-Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2021		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at December 31, 2022
AGY Equity, LLC:
Class A Preferred Stock	$	—	$	251,736	$	—	$	(251,736	)	$	—	$	—		$	—
Class B Preferred Stock		—		—		—		—			—		—			—
Class C Common Stock		—		—		—		—			—		—			—
Kemmerer Operations, LLC (WMLP):
Senior Secured Loan, First Lien		455,516		3,091,618		—		—			346,256		(1,481,684	)		1,956,190
Delayed Draw Term Loan, First Lien		1,170		42,550		—		—			1,188		(43,738	)		—
Kemmerer Holdings, LLC (WMLP):
Limited Liability Co. Interest		—		746,074		—		872,174			—		—			1,618,248
Totals	$	456,686	$	4,131,978	$	—	$	620,438		$	347,444	$	(1,525,422	)	$	3,574,438

(1)

(2)

Amounts reported above are for the year ended December 31, 2022. Dividends and interest income also includes fee income as applicable.

(3)

Acquisitions include new purchases, PIK income and amortization of original issue and market discounts, and the movement of an existing portfolio company into this category from a different category for the year ended December 31, 2022.

(4)

The aggregate fair value of non-controlled, affiliated investments at December 31, 2022 represents 1.1% of the Company’s net assets.


Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2021		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at December 31, 2022
Gordon Brothers Finance Company:
Unsecured Debt	$	—	$	21,927,071	$	—	$	(2,523,687	)	$	—	$	(4,175,384	)	$	15,228,000
Preferred Stock		—		—		—		—			—		—			—
Common Stock		—		—		—		—			—		—			—
Totals	$	—	$	21,927,071	$	—	$	(2,523,687	)	$	—	$	(4,175,384	)	$	15,228,000

(1)

The issuers of the securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more than 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the year ended December 31, 2022. Dividends and interest income also includes fee income as applicable.

(3)

Acquisitions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category for the year ended December 31, 2022.

(4)

The aggregate fair value of controlled investments at December 31, 2022 represents 4.8% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization

BlackRock Capital Investment Corporation (together with its subsidiaries, the “Company”) was organized as a Delaware corporation on April 13, 2005 and was initially funded on July 25, 2005. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes the Company has qualified and has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986 (the “Code”).

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of senior debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The Company is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Company (“ASC 946”).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, which were established to hold certain investments of the Company. The Company owns 100% of each subsidiary and, as such, the subsidiaries are consolidated into the Company’s consolidated financial statements. The subsidiaries hold investments which are treated as pass through entities for tax purposes. By investing through these 100% owned subsidiaries, the Company is able to benefit from corporate tax treatment for these entities and thereby create a tax structure that is more advantageous with respect to the RIC status of the Company. Intercompany balances and transactions are eliminated in consolidation.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

Expenses are recorded on an accrual basis.

Unaudited Interim Consolidated Financial Statements

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023.

The interim financial information at March 31, 2023 and for the three months ended March 31, 2023 and 2022 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Company’s Board of Directors (the "Board") has designated BlackRock Capital Investment Advisors, LLC (“BCIA” or the “Advisor”) as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations, and has reviewed and approved amended policies and procedures adopted by BCIA to seek to ensure compliance with the requirements of the Rule as part of such designation. The Valuation Designee will provide quarterly valuation reporting and notifications on any material valuation matters to the Board as required under the Rule.

Investments are recorded at fair value based upon the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Company by the Board and the Valuation Designee. Securities traded on a recognized securities exchange are valued using the close price on the exchange on valuation date. Investments for which market prices from an exchange are not readily available are valued using the last available bid price or quote provided by an independent pricing service or one or more broker-dealers or market makers, unless they are deemed not to represent fair value. Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued at fair value as determined in good faith by or under the direction of the Company’s Valuation Designee.

Because the Company expects that there will not be a readily available market for all of the investments in its portfolio, the Company expects to value a significant portion of its portfolio investments at fair value as determined in good faith by or under the direction of the Valuation Designee using a consistently applied valuation process in accordance with documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee"). Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that the Company may ultimately realize, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, cyclical, geopolitical and other events and conditions such as the COVID-19 pandemic and the Russian military invasion of Ukraine, rising interest rates and risks related to inflation and credit risk, that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments.

In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where the Valuation Designee believes that facts and circumstances applicable to an issuer, a seller, a purchaser or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

With respect to the Company’s investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, the Valuation Designee has approved a multi-step valuation process applied each quarter, as described below:

(i)

The quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of the Valuation Designee responsible for the portfolio investment;

(ii)

The investment professionals provide recent portfolio company financial statements and other reporting materials to independent valuation firms engaged by the Valuation Designee and approved by the Valuation Committee (with the exception of statements and materials related to investments priced directly by the Valuation Designee as described in (iv) below), such firms conduct independent appraisals each quarter and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor;

(iii)

The Valuation Committee reviews the preliminary valuations prepared by the independent valuation firm and the Valuation Designee, as applicable;

(iv)

The fair value of certain investments, comprising in the aggregate, less than 5% of the Company’s net asset value and no more than 15% of total positions held, respectively, may be determined by the Valuation Designee in good faith without the engagement of an independent valuation firm in accordance with the Company’s valuation policy; provided that if only the threshold with respect to the number of all positions valued at zero or immaterial amounts is exceeded, the Valuation Designee may request the Valuation Committee's approval to not request a fair valuation from an independent valuation firm for all such positions; and

(v)

The Valuation Designee discuss valuations and determines the fair value of each investment in the portfolio in good faith based on the input of the Valuation Committee and the respective independent valuation firms.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued generally utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in determining the fair value of its investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, (e.g. non-performance risk), its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the Company’s principal market (as the reporting entity), any bid for a Company asset (irrespective of the perceived validity of such bid), and enterprise values. For positions acquired during the current quarter, the Valuation Designee generally believes that cost will approximate fair

value. As such, an independent valuation, in certain cases, may not be obtained until the quarter-end after the quarter the investment is acquired in.

ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the FASB, defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. ASC 820-10 defines fair value as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. ASC 820-10 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Valuations based on unadjusted quoted prices in markets that are not active or for which most significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs into the determination of fair value may require significant management judgment or estimation.

Transfers between levels, if any, represent the value as of the beginning of the period of any investment where a change in the pricing level occurred from the beginning to the end of the period.

At March 31, 2023, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt(1)		Other Corporate Debt(2)		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	—	$	—
2	Other direct and indirect observable market inputs(3)		31,942,506		—		—		31,942,506
3	Valuation sources that employ significant unobservable inputs		525,892,549		21,594,000		8,354,948		555,841,497
Total		$	557,835,055	$	21,594,000	$	8,354,948	$	587,784,003

(1)

Includes senior secured loans.

(2)

Includes senior secured notes, unsecured debt and subordinated debt.

(3)

For example, quoted prices in inactive markets or quotes for comparable investments.

Unobservable inputs used in the fair value measurement of Level 3 investments as of March 31, 2023 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)
Bank Debt	$	484,666,491	Income approach	Discount rate	12.5% - 13.3% (13.0%)
		39,443,010	Market quotations	Indicative bid/ask quotes	1 (1)
		1,783,048	Option Pricing Model	Implied volatility	60.0% - 70.0% (65.0%)
				Term	1.5 years - 2.5 years (2.0 years)
				EBITDA/Revenue multiples	1.8x - 2.3x (2.0x)
Other Corporate Debt		21,594,000	Income approach	Discount rate	13.9% - 15.3% (14.6%)
Equity		1,426,457	Option Pricing Model	EBITDA/Revenue multiples	2.3x - 2.8x (2.5x)
				Implied volatility	58.0% - 68.0% (63.0%)
				Term	1.6 years - 2.7 years (2.2 years)
		4,373,400	Market comparable companies	EBITDA multiples	5.8x - 6.8x (6.3x)
		2,397,143	Income approach	Discount rate	13.4% - 13.9% (13.7%)
		157,948	Market comparable companies	Revenue multiples	2.4x - 2.7x (2.6x)
	$	555,841,497

(1)

Representing the weighted average of each significant unobservable input range at the investment level by fair value.

(2)

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:


Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease
Book value multiples	Increase	Decrease
Implied volatility	Increase	Decrease
Term	Increase	Decrease
Yield	Increase	Decrease

Changes in investments categorized as Level 3 during the three months ended March 31, 2023 were as follows:


	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	494,932,878		$	21,782,823		$	10,223,080		$	526,938,781
Net realized and unrealized gains (losses)		(708,171	)		587,461			(1,642,530	)		(1,763,240	)
Acquisitions(1)		37,089,359			1,852			86,342			37,177,553
Dispositions		(4,526,748	)		(778,136	)		(311,944	)		(5,616,828	)
Transfers into Level 3(2)		4,586,000			—			—			4,586,000
Transfers out of Level 3(3)		(5,480,769	)		—			—			(5,480,769	)
Ending balance	$	525,892,549		$	21,594,000		$	8,354,948		$	555,841,497

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(1,144,875	)	$	518,148		$	(336,225	)	$	(962,952	)

(1)

Includes payments received in kind and accretion of original issue and market discounts.

(2)

Comprised of one investment that was transferred from Level 2 to Level 3 due to decreased observable market activity.

(3)

Comprised of one investment that was transferred from Level 3 to Level 2 due to increased observable market activity.

At December 31, 2022, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt(1)		Other Corporate Debt(2)		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	—	$	—
2	Other direct and indirect observable market inputs(3)		43,550,303		—		—		43,550,303
3	Valuation sources that employ significant unobservable inputs		494,932,878		21,782,823		10,223,080		526,938,781
Total		$	538,483,181	$	21,782,823	$	10,223,080	$	570,489,084

(1)

Includes senior secured loans.

(2)

Includes senior secured notes, unsecured debt and subordinated debt.

(3)

For example, quoted prices in inactive markets or quotes for comparable investments.

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)
Bank Debt	$	450,067,848	Income approach	Discount rate	12.9% - 13.7% (13.3%)
		43,102,197	Market quotations	Indicative bid/ask quotes	1 (1)
		1,762,833	Option Pricing Model	Implied volatility	60.0% - 70.0% (65.0%)
				Term	1.8 years - 2.8 years (2.3 years)
Other Corporate Debt		21,074,000	Income approach	Discount rate	13.6% - 15.1% (14.3%)
		708,823	Market comparable companies	Revenue multiples	0.1x - 0.2x (0.2x)
Equity		1,586,504	Option Pricing Model	EBITDA/Revenue multiples	3.6x - 3.9x (3.8x)
				Implied volatility	58.2% - 68.2% (63.2%)
				Term	1.8 years - 2.9 years (2.4 years)
		4,373,400	Market comparable companies	EBITDA multiples	5.8x - 6.8x (6.3x)
		3,972,472	Income approach	Discount rate	20.3% - 32.8% (24.6%)
		290,704	Market comparable companies	Revenue multiples	2.1x - 2.3x (2.2x)
	$	526,938,781

(1)

Representing the weighted average of each significant unobservable input range at the investment level by fair value.

(2)

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

Changes in investments categorized as Level 3 during the three months ended March 31, 2022 were as follows:


	Bank Debt			Other Corporate Debt		Equity Securities		Total
Beginning balance	$	483,970,602		$	28,568,871	$	12,489,257	$	525,028,730
Net realized and unrealized gains (losses)		(1,920,705	)		93,986		314,177		(1,512,542	)
Acquisitions(1)		44,692,563			1,497		91,059		44,785,119
Dispositions		(77,800,635	)		—		—		(77,800,635	)
Ending balance(2)	$	448,941,825		$	28,664,354	$	12,894,493	$	490,500,672

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(1,721,840	)	$	78,547	$	314,177	$	(1,329,116	)

(1)

Includes payments received in kind and accretion of original issue and market discounts.

(2)

During the three months ended March 31, 2022 there were no transfers between levels.

Investment Transactions

Security transactions are accounted for on the trade date unless there are substantial conditions to the transaction. Realized gains or losses are measured by the difference between the net proceeds from the disposition and the amortized cost of the investment. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized. Realized gains or losses on the disposition of investments are calculated using the specific identification method.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents include short-term liquid overnight investments with original maturities of three months or less and may not be insured by the Federal Deposit Insurance Corporation or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the fair value hierarchy.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. See footnotes to the Consolidated Schedules of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Currency Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency amounts are translated into U.S. dollars on the following basis:

(i)

market value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and

(ii)

purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions, income or expenses.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company may not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar. There were no investments denominated in foreign currency as of March 31, 2023 and December 31, 2022.

Derivative Instruments:

The Company records all derivative financial instruments as either assets or liabilities at fair value on a gross basis in the Consolidated Statements of Assets and Liabilities.

Foreign Currency Forward Contracts and Warrants

The Company may enter into forward foreign currency contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies or to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date (usually the security transaction settlement date) at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit this risk by dealing with only creditworthy counterparties. There were no open forward foreign currency contracts at March 31, 2023 and December 31, 2022.

The Company holds warrants and options in certain portfolio companies in an effort to achieve additional investment return. In purchasing warrants and options, the Company bears the risk of an unfavorable change in the value of the underlying equity interest. The aggregate fair value of warrants and options as of March 31, 2023 and December 31, 2022 represented 0.5% and 0.6% of the Company’s net assets, respectively.

Interest Rate Swap

The Company entered into a centrally-cleared interest rate swap (the “Interest Rate Swap”) to economically hedge the interest payable on the fixed rate tranche of the Company’s 2025 Private Placement Notes (as defined below) (see Note 4). The Company is required to deposit initial margin with the broker in the form of cash in an amount that varies depending on the size and risk proﬁle of the particular swap. Pursuant to the contract, the Company agrees to receive from or pay to the broker daily variation margin. The amounts related to the right to claim or the obligation to return cash collateral may not be used to offset amounts due under the interest rate swap contract in the normal course of settlement. Therefore, both the initial margin and variation margin paid are included as assets within Due from broker on the Consolidated Statements of Assets and Liabilities at March 31, 2023 and December 31, 2022.

Changes in the fair value of the swap contract are presented as part of change in unrealized appreciation (depreciation) on the Consolidated Statements of Operations. The Interest Rate Swap is recorded at fair value and is presented as a liability on the Company's Consolidated Statements of Assets and Liabilities at March 31, 2023 and December 31, 2022. Interest rate swap agreements are valued utilizing quotes received from independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. The fair value of the Interest Rate Swap is classified as Level 2 with respect to the fair value hierarchy. See Note 4 for additional information on the Company’s Interest Rate Swap.

Debt Issuance Costs

Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated remaining life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

For loans and securities with payment-in-kind (“PIK”) income, which represents contractual interest or dividends accrued and added to the principal balance and generally due at maturity, such income is accrued only to the extent that the Advisor believes that the PIK income is likely to be collected. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash.

Income Taxes

The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of March 31, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.

The final tax characterization of dividends is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Dividends can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2022, the Company had non-expiring capital loss carryforwards in the amount of $401,155,603 available to offset future realized capital gains.

At December 31, 2022, gross unrealized appreciation and depreciation based on the cost of the Company's investments for U.S. federal income tax purposes were as follows:


	December 31, 2022
Tax basis of investments	$	615,741,586

Unrealized appreciation		49,398,479
Unrealized depreciation		(95,970,114	)
Net unrealized depreciation(1)	$	(46,571,635	)

(1)

Includes net unrealized depreciation on the Company's Interest Rate Swap.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status, as a general matter, when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

3. Management Fees, Incentive Fees and Other Expenses

Investment Management Agreement

On May 2, 2020, the Company and the Advisor amended and restated the previous investment management agreement (the “Current Management Agreement”), which reduced the Company’s base management fee (“Management Fee”) and incentive management fee (“Incentive Fee”) rates, which are further described below. For terms prior to the Current Management Agreement, refer to the Company’s Form 10-K as filed with the SEC on March 1, 2023.

The Current Management Agreement will be in effect from year-to-year if approved annually by the Board or by the affirmative vote of the holders of a majority of outstanding voting securities, including, in either case, approval by a majority of the directors who are not interested persons. The Company’s Board approved the continuation of the Current Management Agreement on October 28, 2022.

Management Fee

Under the Current Management Agreement, the Advisor, subject to the overall supervision of the Board, manages the day-to-day operations and provides the Company with investment advisory services. For providing these services, effective May 2, 2020, the Advisor receives a Management Fee at an annual rate of 1.50% of total assets up to 200% of net asset value (excluding cash and cash equivalents), including any assets acquired with the proceeds of leverage, payable quarterly in arrears based on the asset valuation as of the end of the prior

quarter. Additionally, the Management Fee is calculated at 1.00% on assets that exceed 200% of net asset value of the Company. The Management Fee for any partial quarter is prorated.

For the three months ended March 31, 2023 and 2022, the Company incurred $2,130,472 and $2,059,864, respectively, in Management Fees under the Current Management Agreement.

Incentive Fees

(i)

Quarterly Incentive Fee Based on Income

The Current Management Agreement provides that the Advisor or its affiliates may be entitled to an Incentive Fee under certain circumstances. The Incentive Fee has two parts. The first portion is based on income other than capital gains and is calculated separately for each calendar quarter and will be paid on a quarterly basis if certain circumstances are met. Effective May 2, 2020, the Incentive Fee based on income is calculated as follows:

•

No Incentive Fee based on income other than capital gains for any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter.

•

100% of the Pre-Incentive Fee Net Investment Income in any calendar quarter with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, for such calendar quarter, that exceeds 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter but is less than approximately 2.12% (8.48% annualized).

•

17.5% of the Pre-Incentive Fee Net Investment Income, if any, for any calendar quarter that exceeds approximately 2.12% (8.48% annualized) of net assets attributable to common stock at the beginning of such quarter.

The calculations described above will be appropriately prorated for any period of less than a quarter and adjusted for the net proceeds from any common stock issuances and the cost of any common stock repurchases during such quarter.

The payment of any such Incentive Fee based on income otherwise earned by our Advisor will be deferred if, for the most recent four full calendar quarter period ending on or prior to the date such payment is to be made, the Annualized Rate of Return is less than 7.0% of net assets attributable to common stock at the beginning of such four quarter period as adjusted for the net proceeds from any common stock issuances and the cost of any common stock repurchases during such four full calendar quarter period, with any deferred Incentive Fees to be carried over for payment in subsequent quarterly calculation periods to the extent such payment can then be made in accordance with the investment management agreement.

For purposes of calculating the Incentive Fee, (i) “Annualized Rate of Return” is computed by reference to the sum of (x) the aggregate dividends to common stockholders for the period in question and (y) the change in net assets attributable to common stock (before taking into account any Incentive Fees otherwise payable during such period); (ii) “net assets attributable to common stock” means total assets less indebtedness and preferred stock; and (iii) “Pre-Incentive Fee Net Investment Income” means net investment income (as determined in accordance with U.S. GAAP) accrued by the Company during the calendar quarter excluding any accruals for or payments in respect of the Incentive Fee.

For the three months ended March 31, 2023 and 2022, the Company incurred $1,875,903 and $19,013, respectively, in Incentive Fees on income. As of March 31, 2023 and December 31, 2022, there was $5,279,252 and $3,403,349, respectively, of Incentive Fees payable based on income. The payment of Incentive Fee based on income of $5,279,252 at March 31, 2023 was deferred pursuant to the Incentive Fee deferral provision discussed above.

(ii)

Annual Incentive Fee Based on Capital Gains

The second portion of the Incentive Fee is based on capital gains and is calculated separately for each Annual Period. Effective May 2, 2020, our Advisor is entitled to receive an Incentive Fee based on capital gains for each Annual Period in an amount equal to 17.5% of the amount by which (1) net realized capital gains during the period, if any, exceeds (2) gross unrealized capital depreciation, if any, during the period. In calculating the portion of the Incentive Fee based on capital gains payable for any period, investments are accounted for on a security-by-security basis. In addition, the portion of the Incentive Fee based on capital gains is determined using the “period-to-period” method pursuant to which the portion of the Incentive Fee based on capital gains for any period will be based on realized capital gains for the period reduced by realized capital losses for the period and unrealized capital depreciation for the period.

The Company is required under GAAP to accrue an Incentive Fee on capital gains on a hypothetical liquidation basis, based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period. The accrued Incentive Fee on capital gains assumes all unrealized capital appreciation and depreciation is realized in order to reflect an Incentive Fee on capital gains (if any) that would be payable at each measurement date, even though unrealized capital appreciation is not permitted to be considered in determining the Incentive Fee on capital gains actually payable for each Annual Period under the Current Management Agreement. If such amount is positive at the end of the period, an Incentive Fee on capital gains is accrued equal to 17.5% of such amount, for periods ended after May 2, 2020, less the amount of any Incentive Fees on capital gains already accrued during the Annual Period. If the resulting calculation amount is negative, the accrual for GAAP in a given period may result in the reduction or reversal of Incentive Fee expense on capital gains previously accrued during the Annual Period.

Incentive Fees on capital gains accrued (reversed) on a liquidation basis under GAAP for the three months ended March 31, 2023 and 2022 were zero and $(471,501), respectively. The Company did not have an accrued balance at March 31, 2023 and December 31, 2022.

For purposes of calculating the Incentive Fee based on capital gains, “Annual Period” means the period beginning on July 1 of each calendar year, including the calendar year prior to the year in which the investment management agreement became effective, and ending on June 30 of the next calendar year. Capital gains and losses are calculated using the difference between the proceeds received and either (i) fair market value at the beginning of the Annual Period or (ii) cost for investments acquired during the Annual Period. In calculating whether the portion of the Incentive Fee based on capital gains is payable with respect to any period, the Company accounts for assets on a security-by-security basis. In addition, the Company uses the “period-to-period” method pursuant to which the portion of the Incentive Fee based on capital gains for any period is based on realized capital gains for the period reduced by realized capital losses and gross unrealized capital depreciation for the period. Based on current interpretations of Section 205(b)(3) of the Advisers Act by the SEC and its staff, the calculation of unrealized depreciation for each portfolio security over a period is based on the fair value of the security at the end of the period compared to the fair value at the beginning of the period. Incentive Fees earned in any of the periods described above are not subject to modification or repayment based upon performance in a subsequent period.

Other Expenses

The Company bears all expenses incurred in connection with its business, such as custodian, administrative, director fees and expenses, due diligence costs, registration and listing fees, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

4. Debt

Debt is comprised of a senior secured revolving credit facility dated as of February 19, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, including as amended and restated by the sixth amendment thereto, dated as of April 23, 2021, the “Credit Facility”) and senior unsecured notes issued through a private placement on June 9, 2022 by the Company and due December 9, 2025 (the “2025 Private Placement Notes”). Prior to being repaid on June 15, 2022, debt also included the Company’s unsecured convertible senior notes due 2022 (the “2022 Convertible Notes”).

Effective on May 2, 2020, after obtaining stockholder approval at the annual meeting of the Company’s stockholders held on May 1, 2020, the Company’s asset coverage requirement was reduced from 200% to 150%, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As of March 31, 2023 and December 31, 2022, the Company’s asset coverage was 220% and 225%, respectively.

Total debt outstanding and available at March 31, 2023 was as follows:


	Maturity	Rate		Carrying Value (1)		Available			Total Capacity
Credit Facility	2025	L+2.00%	(2)	$	172,000,000	$	93,000,000	(3)	$	265,000,000	(4)
2025 Private Placement Notes (1)	2025	Fixed/Variable	(5)		91,086,695		—			91,086,695
Debt, net of unamortized issuance costs				$	263,086,695	$	93,000,000		$	356,086,695

(1)

The carrying value of 2025 Private Placement Notes was comprised of the following:


	March 31, 2023
Principal amount of debt	$	92,000,000
Unamortized issuance costs		(913,305	)
Carrying value	$	91,086,695

(2)

The applicable margin for LIBOR-based borrowings could be either 2.00% or 2.25% depending on a ratio of the borrowing base to certain committed indebtedness. If the Company elects to borrow based on the alternate base rate, the applicable margin could be either 1.00% or 1.25% depending on a ratio of the borrowing base to certain committed indebtedness.

(3)

Subject to borrowing base and leverage restrictions.

(4)

Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $325.0 million.

(5)

The 2025 Private Placement Notes were issued in two tranches, consisting of a $35.0 million aggregate principal amount with a fixed interest rate of 5.82% and a $57.0 million aggregate principal amount bearing interest at a rate equal to SOFR plus 3.14%.

Total debt outstanding and available at December 31, 2022 was as follows:


	Maturity	Rate		Carrying Value (1)		Available			Total Capacity
Credit Facility	2025	L+2.00%	(2)	$	162,000,000	$	103,000,000	(3)	$	265,000,000	(4)
2025 Private Placement Notes (1)	2025	Fixed/Variable	(5)		91,003,161		—			91,003,161
Debt, net of unamortized issuance costs				$	253,003,161	$	103,000,000		$	356,003,161

(1)

The carrying value of 2025 Private Placement Notes was comprised of the following:


	December 31, 2022
Principal amount of debt	$	92,000,000
Unamortized issuance costs		(996,839	)
Carrying value	$	91,003,161

(2)

The applicable margin for LIBOR-based borrowings was either 2.00% or 2.25% depending on a ratio of the borrowing base to certain indebtedness. If the Company elects to borrow based on the alternate base rate, the applicable margin could be either 1.00% or 1.25% depending on a ratio of the borrowing base to certain indebtedness.

(3)

Subject to borrowing base and leverage restrictions.

(4)

Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $325.0 million.

(5)

The Company’s weighted average outstanding debt balance during the three months ended March 31, 2023 and 2022 was $262,638,335 and $207,996,869, respectively. The maximum amounts borrowed during the three months ended March 31, 2023 and 2022 were $275,043,072 and $214,502,411, respectively.

The weighted average annual interest cost, including the amortization of debt issuance costs for the three months ended March 31, 2023 and 2022 was 7.11% and 4.89%, respectively, exclusive of commitment fees. With respect to any unused portion of the commitments under the Credit Facility, the Company incurs an annual commitment fee of 0.40%.

Total expenses related to debt for the three months ended March 31, 2023 and 2022 included the following:


	Three Months Ended March 31,
	2023		2022
Stated interest expense	$	4,410,135	$	2,166,898
Amortization of deferred debt issuance costs		196,047		343,082
Total interest expense		4,606,182		2,509,980
Commitment and credit facility fees		112,049		218,971
Total	$	4,718,231	$	2,728,951

Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s Credit Facility is derived by taking the average of the high and low quotes as obtained from a broker, and is classified as Level 2 with respect to the fair value hierarchy. The fair value of the Company’s 2025 Private Placement Notes is derived by an independent valuation firm, and is classified as Level 3 with respect to the fair value hierarchy.

The carrying and fair values of the Company’s outstanding debt as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facility	$	172,000,000	$	155,660,000	$	162,000,000	$	146,610,000
2025 Private Placement Notes		91,086,695		87,713,790		91,003,161		89,074,810
Total	$	263,086,695	$	243,373,790	$	253,003,161	$	235,684,810

At March 31, 2023, the Company was in compliance with all covenants required under the Credit Facility and 2025 Private Placement Notes.

Senior Secured Revolving Credit Facility

On April 23, 2021, the Company amended its Credit Facility. Among other items, the amendment (i) extended the maturity date on loans made under the Credit Facility from June 5, 2023 to April 23, 2025, (ii) reduced the aggregate principal amount of the commitments under the Credit Facility from $300,000,000 to $265,000,000, (iii) reduced the amount by which the Company may seek an increase in the commitments under the Credit Facility (subject to satisfaction of certain conditions, including obtaining commitments) from $375,000,000 to $325,000,000, and (iv) revised to require a minimum shareholders’ equity under the Credit Facility to the greater of (i) 33% of the total assets of the Company and its subsidiaries and (ii) $240,000,000 plus 25% of net proceeds from the sale of equity interests by the Company and its subsidiaries. Additionally, the Sixth Amendment (i) eliminated the springing maturity date that would have occurred if the 2022 Convertible Notes were not refinanced by March 16, 2022 and (ii) removed certain restrictions on repurchase or prepayment of the 2022 Convertible Notes. For further details on the Company’s Credit Facility including prior amendments, refer to the Company’s Form 10-K as filed with the SEC on March 3, 2021.

Under the Credit Facility, the Company is required to comply with various customary affirmative and restrictive covenants, including reporting requirements and financial covenants, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments and fundamental changes, (c) limitations on dividends and certain other restricted payments, (d) certain restrictions on subsidiaries, (e) maintaining a certain minimum shareholders’ equity, (f) maintaining an asset

coverage ratio of not less than 1.5:1.0, (g) maintaining a senior coverage ratio of not less than 2.0:1:0, (h) limitations on certain transactions with affiliates, (i) limitations on pledging certain unencumbered assets, and (j) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. These covenants are subject to important limitations and exceptions that are described in the Credit Facility and other loan documents. Further, amounts available to borrow under the Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio that are pledged as collateral. The Credit Facility is secured by a lien on substantially all of the assets of the Company and its wholly owned domestic subsidiaries, subject to certain customary exceptions.

Unsecured Senior Notes Due 2025

On April 21, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance on June 9, 2022, of $92,000,000 in aggregate principal amount of senior unsecured notes in two tranches to qualified institutional investors in a private placement. The Company issued $35,000,000 in aggregate principal amount of 2025 Private Placement Notes with a fixed interest rate of 5.82% with interest to be paid semi-annually on June 9 and December 9 of each year, beginning on December 9, 2022, and $57,000,000 in aggregate principal amount of 2025 Private Placement Notes bearing interest at a rate equal to SOFR plus 3.14% with interest to be paid quarterly on March 9, June 9, September 9, and December 9 of each year, beginning on September 9, 2022. In addition, during any time that the rating assigned to the 2025 Private Placement Notes declines below investment grade, the 2025 Private Placement Notes will bear interest at a rate that is increased by 1.00%. The 2025 Private Placement Notes were issued at a closing which occurred on June 9, 2022. The 2025 Private Placement Notes will be due on December 9, 2025 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The Company may prepay the 2025 Private Placement Notes at its option, subject to a prepayment premium, in an amount equal to 2% on or before June 9, 2023, 1% after June 9, 2023 but on or before June 9, 2024, 0.5% after June 9, 2024 but on or before June 9, 2025 and zero after June 9, 2025. In addition, the Company will be obligated to offer to repay the 2025 Private Placement Notes at par if certain change in control events occur. The 2025 Private Placement Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

In connection with the 2025 Private Placement Notes, the Company entered into a centrally cleared Interest Rate Swap to offset interest payable on the fixed rate tranche of the Notes. The notional amount of the Interest Rate Swap is $35,000,000 and matures on June 9, 2025. Under the swap agreement, the Company receives a fixed rate of 2.633% and pays a floating interest rate of SOFR. Such payments will be due annually. For the three months ended March 31, 2023 and 2022, the Company did not make any periodic payments. Since the swap contract has not been designated as a hedge accounting relationship pursuant to ASC 815, “Derivatives and Hedging,” both the net interest receivable and the change in the fair value of the swap contract are presented as part of the change in unrealized appreciation (depreciation) on the Consolidated Statements of Operations. As of March 31, 2023 and December 31, 2022, the Interest Rate Swap had a fair value of $(1,165,514) and $(1,332,299), respectively, which is reflected as a liability on the Consolidated Statements of Assets and Liabilities. The fair value of the Interest Rate Swap is classified as Level 2 with respect to the fair value hierarchy. See Note 2 for further information.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended, and a regulated investment company under the Internal Revenue Code of 1986, as amended, minimum shareholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes of the Company. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.

Unsecured Convertible Senior Notes Due 2022

On June 13, 2017, the Company issued $143,750,000 in aggregate principal amount ($125,000,000 of the initial offering and $18,750,000 of the underwriters’ exercise of the overallotment option) of 5.00% Convertible Notes due 2022 under an indenture, dated as of June 13, 2017 (the “2022 Convertible Notes Indenture”). Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $139,800,000. The 2022 Convertible Notes matured on June 15, 2022, and the Company fully repaid the aggregate outstanding $143,720,000 principal amount (post noteholder conversion) plus outstanding accrued interest. The interest rate on the notes was 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. Holders were able to convert their notes at their option prior to the close of business on the business day immediately preceding December 15, 2021, in integral multiples of $1,000 principal amount, only under certain circumstances. Upon noteholder conversion, the Company was able to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election at an initial conversion rate of 118.2173 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $8.46 per share of the Company’s common stock. On or after December 23, 2021, the Company was able to redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at its option in accordance with their terms. During the year ended December 31, 2022, the Company issued 3,546 shares of common stock with an aggregate value of $30,000 to a noteholder who elected the conversion option in lieu of principal repayment pursuant to the redemption terms of the 2022 Convertible Notes Indenture.

Prior to the adoption of ASU 2020-06, the Company determined that the embedded conversion options in the 2022 Convertible Notes were not required to be separately accounted for as a derivative under U.S. GAAP. In accounting for the 2022 Convertible Notes, at the time

of issuance the Company estimated separate debt and equity components, and an original issue discount equal to the equity component was recorded in additional paid-in-capital in the accompanying Consolidated Statements of Assets and Liabilities. As of January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company has recombined the equity conversion component of our 2022 Convertible Notes outstanding, and before its maturity, had begun accounting for the 2022 Convertible Notes as a single liability measured at amortized cost. This resulted in a cumulative decrease to additional paid in capital of $4,337,631, offset by a decrease to accumulated loss of $3,888,233 as of January 1, 2022, and an increase to the carrying value of the 2022 Convertible Notes of $449,398.

The 2022 Convertible Notes contained certain covenants, which included covenants that required the Company to reserve shares of common stock for the purpose of satisfying all obligations to issue the underlying securities upon conversion of the securities and to furnish to holders of the securities upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

5. Investments

Purchases of investments, including PIK, for the three months ended March 31, 2023 and 2022 totaled $37,614,313 and $44,012,876, respectively. Proceeds from sales, repayments and other exits of investments for the three months ended March 31, 2023 and 2022 totaled $20,718,777 and $78,654,133, respectively.

At March 31, 2023, investments consisted of the following:


	Cost		Fair Value
Senior secured notes	$	986,517	$	961,000
Unsecured debt		37,686,148		15,673,000
Subordinated debt		5,000,000		4,960,000
Senior secured loans:
First lien		489,117,587		482,107,901
Second/other priority lien		83,617,565		75,727,154
Total senior secured loans		572,735,152		557,835,055
Preferred stock		40,613,566		2,397,143
Common stock		10,611,548		—
Limited partnership/limited liability company interests		7,757,987		4,373,400
Equity warrants/options		115,348		1,584,405
Total investments	$	675,506,266	$	587,784,003

At December 31, 2022, investments consisted of the following:


	Cost		Fair Value
Senior secured notes	$	1,920,592	$	1,624,823
Unsecured debt		37,686,148		15,228,000
Subordinated debt		5,000,000		4,930,000
Senior secured loans:
First lien		455,458,846		447,490,518
Second/other priority lien		98,468,621		90,992,663
Total senior secured loans		553,927,467		538,483,181
Preferred stock		40,527,223		2,354,224
Common stock		10,611,548		—
Limited partnership/limited liability company interests		8,511,838		5,991,648
Equity warrants/options		115,348		1,877,208
Total investments	$	658,300,164	$	570,489,084

Industry Composition

The Company generally uses GICS to classify the industries of its portfolio companies. The following table shows the industry composition of the portfolio, at fair value, at March 31, 2023 and December 31, 2022.


Industry	March 31, 2023			December 31, 2022
Software		16.4	%		15.2	%
Diversified Financial Services		14.8			14.5
Internet Software & Services		12.1			11.1
Diversified Consumer Services		8.1			8.3
Professional Services		7.0			7.2
Health Care Technology		4.3			4.4
Health Care Providers & Services		3.6			3.7
Construction & Engineering		2.9			2.6
Road & Rail		2.5			2.6
Insurance		2.5			2.5
IT Services		2.4			2.5
Containers & Packaging		2.4			2.5
Paper & Forest Products		2.2			1.7
Specialty Retail		1.9			1.9
Hotels, Restaurants & Leisure		1.9			0.9
Technology Hardware, Storage & Peripherals		1.8			1.8
Textiles, Apparel & Luxury Goods		1.7			1.7
Consumer Finance		1.3			1.3
Media		1.2			1.0
Commercial Services & Supplies		1.1			1.1
Real Estate Management & Development		1.1			1.1
Trading Companies & Distributors		1.0			1.0
Internet & Catalog Retail		1.0			1.0
Machinery		0.9			0.9
Wireless Telecommunication Services		0.8			0.8
Household Durables		0.7			0.8
Leisure Products		0.4			0.5
Building Products		0.4			0.4
Automobiles		0.4			0.4
Semiconductors & Semiconductor Equipment		0.4			0.4
Life Sciences Tools & Services		0.4			0.4
Distributors		0.3			0.4
Capital Markets		0.1			0.2
Health Care Equipment & Supplies		—			2.5
Metals & Mining		—			0.6
Electrical Equipment		—			0.1
Chemicals		—			—
Oil, Gas & Consumable Fuels		—			—
Totals		100.0	%		100.0	%

The following table shows the geographic composition of the portfolio at fair value at March 31, 2023 and December 31, 2022. The geographic composition is determined by several factors including the location of the corporate headquarters and the country of registration of the portfolio company.


Geography	March 31, 2023			December 31, 2022
United States		84.3	%		85.4	%
United Kingdom		7.4			7.2
Germany		3.6			3.7
Canada		1.1			1.1
Switzerland		1.0			1.0
Netherlands		1.0			—
Slovenia		0.9			0.9
Australia		0.7			0.7
Totals		100.0	%		100.0	%

Market and Credit Risk

The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer.

In the normal course of business, the Company invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by the Company may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Company; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. The impact of epidemics and pandemics such as the coronavirus, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. Similar to issuer credit risk, the Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial institution.

6. Other Related Party Transactions

Advisor Reimbursements

The Current Management Agreement provides that the Company will reimburse the Advisor for costs and expenses incurred by the Advisor for administrative or operating services, office space rental, office equipment and utilities allocable to the Advisor under the investment management agreement, as well as any costs and expenses incurred by the Advisor relating to any non-investment advisory, administrative or operating services provided by the Advisor to the Company. For the three months ended March 31, 2023 and 2022, the Company incurred $17,093 and $25,819, respectively, for its share of office space rental, which is included in investment advisor expenses on the Consolidated Statements of Operations.

From time to time, the Advisor and its affiliates may pay third party providers for goods or services utilized by the Company. The Company will subsequently reimburse the Advisor and its affiliates for such amounts. Reimbursements to the Advisor and their affiliates for such purposes during the three months ended March 31, 2023 and 2022 were $255,019 and $89,684, respectively.

No person who is an officer, director or employee of the Advisor and who serves as a director of the Company receives any compensation from the Company for such services. Directors who are not affiliated with the Advisor receive compensation for their services and reimbursement of expenses incurred to attend meetings.

Administration

The Company also has entered into an administration agreement with BlackRock Financial Management, Inc. (the “Administrator”) under which the Administrator provides certain administrative services to the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including rent and the Company’s allocable portion of the cost of certain of the Company’s officers and their respective staffs. For the three months ended March 31, 2023 and 2022, the Company incurred $292,634 and $365,507, respectively, for such administrative services expenses.

Advisor Stock Transactions

At March 31, 2023 and December 31, 2022, BCIA did not own any shares of the Company. At both March 31, 2023 and December 31, 2022, other entities affiliated with the Administrator and Advisor beneficially owned less than 1% of the Company’s total shares of common stock outstanding.

7. Stockholders’ Equity and Dividends

Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Board. Net realized capital gains, if any, generally are distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan (the “Plan”) that provides for reinvestment of dividends on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and the Company declares, a cash dividend, then stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of Common Stock, rather than receiving the cash dividends. Additionally, if the Company makes a dividend to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Dividend”), the terms are subject to the amended Plan dated May 13, 2020 described below.

For the three months ended March 31, 2023 and 2022, declared dividends to common stockholders were as follows:

Date Declared

Record Date

Payment Date

Type

Amount Per Share

Total Amount

Reinvested dividends paid during quarter (1) (2)

February 28, 2023

March 16, 2023

April 6, 2023

Regular

0.10

7,257,191

768,930

Date Declared

Record Date

Payment Date

Type

Amount Per Share

Total Amount

Reinvested dividends paid during quarter (1) (2)

March 1, 2022

March 17, 2022

April 7, 2022

Regular

0.10

7,380,270

698,261

(1)

The Company has adopted a dividend reinvestment plan that provides for reinvestment of dividends on behalf of stockholders, unless a stockholder elects to receive cash.

(2)

Dividends reinvested through purchase of shares in the open market.

On March 6, 2018, the Company's Board adopted amendments to the Plan. Under the terms of the amended Plan, if the Company declares a dividend or determines to make a capital gain or other distribution, the reinvestment plan agent will acquire shares for the participants’ accounts, depending upon the following circumstances, (i) through receipt of additional unissued but authorized shares from the Company (“newly issued shares”) and/or (ii) by purchase of outstanding shares on the open market (“open-market purchases”). If, on the dividend payment date, the last quarterly net asset value per share (“NAV”) is equal to or less than the closing market price per share on such dividend payment date (such condition often referred to as a “market premium”), the reinvestment plan agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the greater of (i) the NAV or (ii) 95% of the closing market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the closing market price per share on such dividend payment date (such condition often referred to as a “market discount”), the reinvestment plan agent may, upon notice from the Company, either (a) invest the divided amount in newly issued shares on behalf of the participants or (b) invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.

On May 13, 2020, the Company's Board adopted further amendments to the Plan. Under the terms of the amended Plan, if the Company makes a Cash/Stock Dividend, each stockholder will be required to elect whether to receive the dividend in cash or in shares of the Company's common stock (“Common Shares”), pursuant to such notices, forms or other documentation as may be provided to the stockholder by the Company (the “Election Forms”). If the stockholder is a Plan participant and elects to receive the Cash/Stock Dividend in cash, the stockholder will be deemed to have elected not to participate in the Plan solely with respect to such Cash/Stock Dividend and will receive the dividend in cash subject to any rules applicable to the dividend that may limit the portion of the dividend the Company is required to pay in cash. If the stockholder is a Plan participant and elects to receive the Cash/Stock Dividend in stock, the stockholder will receive the dividend in newly issued Common Shares. The number of newly issued Common Shares credited to the stockholders' account in either case will be determined by dividing the dollar amount of the dividend (or portion of the dividend to be paid in Common Shares) by the price per Common Share determined in accordance with the Election Forms rather than pursuant to the formula(s) otherwise applicable under the Plan. At the Company's special meeting of stockholders held on May 3, 2022, stockholders did not approve the Company's ability to sell or otherwise issue shares of common stock at a price below its then current NAV per share for a 12-month period expiring on the anniversary of the date of stockholder approval.

On October 28, 2022, the Company’s Board authorized the Company to purchase up to a total of 8,000,000 shares, commencing on November 7, 2022 and effective until the earlier of November 6, 2023 or such time that all of the authorized shares have been repurchased (the “Company Repurchase Plan”), in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). As of March 31, 2023, 8,000,000 shares remained available for repurchase.

No shares were repurchased by the Company under the Company Repurchase Plan for the three months ended March 31, 2023.

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2022:


March 31, 2022	Shares Repurchased		Price Per Share		Total Cost
Company Repurchase Plan		106,308	$	4.14	$	440,237

Since inception of the original repurchase plan through March 31, 2023, the Company has purchased 11,909,890 shares of its common stock on the open market for $73,373,702, including brokerage commissions through the repurchase plan. The Company currently holds the shares it repurchased in treasury stock.

8. Earnings (loss) per share

The following information sets forth the computation of basic and diluted net increase (decrease) in net assets from operations per share (earnings (loss) per share) for the three months ended March 31, 2023 and 2022.


	Three Months Ended
	March 31, 2023		March 31, 2022
Net increase in net assets resulting from operations	$	8,517,397	$	5,522,374
Weighted average shares outstanding – basic and diluted (1)		72,571,907		73,822,190
Earnings (loss) per share – basic and diluted	$	0.12	$	0.07

(1)

No adjustments for interest or incremental shares on the 2022 Convertible Notes were included for the three months ended March 31, 2022 because the effect would be antidilutive.

Diluted earnings per share is computed using the if-converted method, which assumes conversion of convertible securities at the beginning of the reporting period and is intended to show the maximum dilution effect to common stockholders regardless of how the conversion can occur.

9. Commitments and contingencies

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. There were no such guarantees outstanding at March 31, 2023 and December 31, 2022. In addition, from time to time, the Company may provide for a commitment to a portfolio company for investment in an existing or new security. At March 31, 2023 and December 31, 2022, the Company had unfunded commitments of $58.9 million across 48 portfolio companies and $72.1 million across 51 portfolio companies, respectively. The aggregate fair value of unfunded commitments at March 31, 2023 and December 31, 2022 was $57.9 million and $70.0 million, respectively. We maintain sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise.

In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.

From time to time, the Company and the Advisor may be a party to certain legal proceedings incidental to the normal course of its business, including the enforcement of its rights under contracts with our portfolio companies. Further, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. While the Company cannot predict the outcome of these legal proceedings with certainty, we do not expect that these proceedings will have a material effect on its consolidated financial statements.

10. Financial highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights for a common share outstanding for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023			2022
Per Share Data:
Net asset value, beginning of period	$	4.39		$	4.73

Investment Operations:
Net investment income, before incentive fees		0.15			0.08
Incentive fees(1)		(0.03	)		0.01
Net investment income(1)		0.12			0.09
Net realized and unrealized gain (loss)		—			(0.01	)
Total from investment operations		0.12			0.08

Cumulative effect of adjustment for the adoption of ASU 2020-06(2)		—			(0.01	)

Dividends to stockholders(3)		(0.10	)		(0.10	)

Net asset value, end of period	$	4.41		$	4.70

Market price at end of period	$	3.45		$	4.21
Total return based on market price(4)		(2.00	)%		7.70	%
Total return based on net asset value(5)		3.29	%		1.68	%
Shares outstanding at end of period		72,571,907			73,770,679

Ratios to average net assets(6):
Operating expenses, before incentive fees		4.19	%		3.97	%
Interest and other debt related expenses		5.98	%		3.18	%
Total expenses, before incentive fees		10.17	%		7.15	%
Incentive fees(1)		0.59	%		(0.13	)%
Total expenses, after incentive fees		10.76	%		7.02	%
Net investment income		13.02	%		7.17	%

Net assets at end of period	$	319,782,559		$	346,904,442
Portfolio turnover rate		4	%		8	%
Weighted average interest rate on debt(7)		7.11	%		4.89	%
Weighted average debt outstanding	$	262,638,335		$	207,996,869
Weighted average shares outstanding		72,571,907			73,822,190
Weighted average debt per share(8)	$	3.62		$	2.82

(1)

For the three months ended March 31, 2023, net investment income per share amount displayed above is net of incentive fees based on income of $0.03 per share or 0.59% of average net assets. For the three months ended March 31, 2022, net investment income per share amount displayed above is net of a reversal of hypothetical liquidation basis GAAP incentive fees on capital gains of $(0.01) per share, or (0.14)% of average net assets, and is also net of incentive fees based on income.

(2)

The Company adopted ASU 2020-06 under the modified retrospective basis as of January 1, 2022 (see Note 4).

(3)

For the three months ended March 31, 2023, it is estimated that all of the $7.3 million declared dividends were from net investment income based on book income. The amount of dividend related to a return of capital will be adjusted on an annual basis if necessary, and calculated in accordance with federal income tax regulations (see Note 2).

(4)

Total return based on market value is calculated by determining the percentage change in market value per share during the period and assuming that the shares are purchased at market price at the beginning of the period and the dividends are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

(5)

Total return based on net asset value is calculated by determining the percentage change in net asset value per share during the period and assuming that the shares are purchased at market price at the beginning of the period and the dividends are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

(6)

Annualized, except for incentive fees.

(7)

Weighted average interest rate on debt includes contractual interest and amortization of debt issuance costs (see Note 4).

(8)

Weighted average debt per share is calculated as weighted average debt outstanding divided by the weighted average shares outstanding during the applicable period.

11. Subsequent events

On April 26, 2023, the Company’s Board declared a dividend of $0.10 per share, payable on July 6, 2023 to stockholders of record at the close of business on June 15, 2023.

Due to the transition away from LIBOR indices and the discontinuation of publication of the U.S. Dollar LIBOR benchmarks effective June 30, 2023, the Company entered into an amendment to its Credit Facility on April 26, 2023 to remove and replace the LIBOR-based interest rate benchmark provisions with customary SOFR-based interest rate benchmark provisions plus a negotiated credit spread adjustment of 0.10%. Other material terms of the Credit Facility were otherwise unchanged.

The Company has reviewed subsequent events occurring through the date that these consolidated financial statements were available to be issued and determined that no subsequent events occurred requiring accrual or disclosure, except as disclosed above and elsewhere in these notes to consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.

Forward-looking statements

This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously identified elsewhere in the reports BlackRock Capital Investment Corporation has filed with the Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the impact of increased competition;

•

the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general;

•

the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;

•

changes in law and policy accompanying the new administration and uncertainty pending any such changes;

•

increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies;

•

changes and volatility in political, economic or industry conditions, the interest rate environment, inflation, foreign exchange rates or financial and capital markets;

•

the unfavorable resolution of legal proceedings; and

•

the impact of changes to tax legislation and, generally, our tax position.

Overview

We were incorporated in Delaware on April 13, 2005 and commenced operations with private funding on July 25, 2005, and completed our initial public offering on July 2, 2007. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of senior debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component.

We are externally managed and have elected to be regulated as a BDC under the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less.

Certain items previously reported may have been reclassified to conform to the current year presentation.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment, the competitive environment for the types of investments we make and the level of repayment activity from our portfolio companies.

As a BDC, we generally do not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes most private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of March 31, 2023, approximately 16.1% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

Revenues

We generate revenues primarily in the form of interest on the debt we hold, dividends on our equity interests and capital gains on the sale of warrants and other debt or equity interests that we acquire in portfolio companies. Our investments in fixed income instruments generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and typically bear interest at a fixed or floating rate. Interest on our debt securities is generally payable monthly, quarterly or semi-annually. In some cases, our debt instruments and preferred stock investments may defer payments of cash interest or dividends or pay interest or dividends in-kind. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, capital structuring fees, end-of-term or exit fees, for providing significant managerial assistance, and other investment related income.

Expenses

Our primary operating expenses include the payment of a Management Fee and, depending on our operating results, Incentive Fees, interest and credit facility fees, expenses reimbursable under the Current Management Agreement, professional fees, administration fees and the allocable portion of overhead under the administration agreement. The Management Fee and Incentive Fee compensate the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our Current Management Agreement with the Advisor provides that we will reimburse the Advisor for costs and expenses incurred by the Advisor for office space rental, office equipment and utilities allocable to the Advisor under the Current Management Agreement, as well as any costs and expenses incurred by the Advisor relating to any non-investment advisory, administrative or operating services provided by the Advisor to us. We bear all other costs and expenses of our operations and transactions.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Management considers the significant accounting policies important to understanding the consolidated financial statements. In addition to the discussion below, our significant accounting policies are further described in the notes to the consolidated financial statements. See Note 2 to the consolidated financial statements for a description of significant accounting policies and of recently adopted accounting pronouncements, if applicable. Management considers Investment Valuation to be an area deemed a critical accounting policy as a result of the judgments necessary for management to select valuation methodologies and to select significant unobservable inputs to estimate fair value. Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Company’s Board has designated the Advisor as the Company’s Valuation Designee to perform certain fair value functions, including performing fair value determinations, and has reviewed and approved amended policies and procedures adopted by BCIA to seek to ensure compliance with the requirements of the Rule as part of such designation. The Valuation Designee will provide quarterly valuation reporting and notifications on any material valuation matters to the Board as required under the Rule (see Note 2 to the consolidated financial statements).

Financial and operating highlights

At March 31, 2023:

Investment portfolio, at fair value: $587.8 million

Net assets: $319.8 million

Indebtedness, excluding deferred issuance costs: $264.0 million

Net asset value per share: $4.41

Portfolio Activity for the Three Months Ended March 31, 2023:

Cost of investments during period, including PIK: $37.6 million

Sales, repayments and other exits during period: $20.7 million

Number of portfolio companies at end of period: 121

Operating Results for the Three Months Ended March 31, 2023:

Net investment income per share: $0.12

Dividends declared per share: $0.10

Basic earnings (loss) per share: $0.12

Net investment income: $8.9 million

Net realized and unrealized gain (loss): $(0.3) million

Net increase (decrease) in net assets from operations: $8.5 million

Net investment income per share, as adjusted1: $0.12

Basic earnings (loss) per share, as adjusted1: $0.12

Net investment income, as adjusted1: $8.9 million

Net increase (decrease) in net assets from operations, as adjusted1: $8.5 million

As Adjusted1: The Company reports its financial results in accordance with GAAP; however, management believes evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. See “Supplemental Non-GAAP information” for further information on non-GAAP financial measures and for as adjusted items, which are adjusted to remove the impact of the accrued hypothetical liquidation basis incentive fee expense reversal based on capital gains that was recorded, as required by GAAP, if any, and to include only the incremental incentive fee based on income. Under the Current Management Agreement, incentive fee expense based on income is calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met. Adjusted amounts reflect the fact that no Incentive Fee on capital gains was realized and payable to the Advisor during the three months ended March 31, 2023.

Portfolio and investment activity

We invested approximately $37.6 million, including PIK, during the three months ended March 31, 2023. The new investments consisted of senior secured loans secured by first lien ($37.5 million, or 99.8%) and equity securities ($0.1 million, or 0.2%). Additionally, we received proceeds from sales, repayments and other exits of approximately $20.7 million during the three months ended March 31, 2023.

Concentration of our assets in an issuer, industry or sector may present certain risks. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. At March 31, 2023, our portfolio of $587.8 million (at fair value) consisted of 121 portfolio companies and was invested approximately 95% in senior secured loans, 4% in unsecured or subordinated debt securities, 1% in equity investments, and less than 1% in senior secured notes. Our average investment by portfolio company at amortized cost was approximately $5.6 million at March 31, 2023. Our largest portfolio company investment at fair value was approximately $24.9 million and our five largest portfolio company investments at fair value comprised approximately 13% of our portfolio at March 31, 2023. At December 31, 2022, our portfolio of $570.5 million (at fair value) consisted of 116 portfolio companies and was invested 94% in senior secured loans, 4% in unsecured or subordinated debt securities, 2% in equity investments and less than 1% in senior secured notes. Our average investment by portfolio company at amortized cost was approximately $5.7 million at December 31, 2022. Our largest portfolio company investment at fair value was approximately $24.8 million and our five largest portfolio company investments by value comprised approximately 14% of our portfolio at December 31, 2022.

In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy or in only a few issuers. A downturn in an industry or sector in which we are concentrated could have a larger impact on us than on a company that does not concentrate in that particular industry or sector. Our Advisor monitors industry and sector uncertainties on an ongoing basis, including substantial regulatory challenges in the healthcare sector, volatility and extensive government regulation in the financial services sector, cyclical risks associated with the overall economy and events outside of our control, including public health crises such as COVID-19, or other geopolitical or macroeconomic events, which may have resulted in a negative impact to certain industries, including significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States (see Note 5 to the consolidated financial statements), among various other industry and sector uncertainties due to certain exposures. At March 31, 2023, our top three industry concentrations at fair value consisted of Software (16.4%), Diversified Financial Services (14.8%), and Internet Software & Services (12.1%). At December 31, 2022, our top three industry concentrations at fair value consisted of Software (15.2%), Diversified Financial Services (14.5%) and Internet Software & Services (11.1%) (see Note 5 to the consolidated financial statements).

The weighted average portfolio yields at fair value and cost as of March 31, 2023 and December 31, 2022 were as follows:


	March 31, 2023						December 31, 2022
	Fair Value			Cost			Fair Value			Cost
Weighted Average Yield(1)
Total portfolio		12.4	%		11.1	%		11.9	%		10.6	%
Senior secured loans		12.9	%		12.9	%		12.4	%		12.4	%
Other debt securities		3.6	%		1.8	%		3.4	%		1.7	%
Debt and income producing equity securities		12.5	%		12.1	%		12.0	%		11.6	%

(1)

Computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount, divided by (b) the amortized cost or at fair value of each category, as applicable. The calculation excludes exit fees that are receivable upon repayment of certain loan investments.

For the three months ended March 31, 2023 and 2022, the total return based on net asset value was 3.3% and 1.7%, respectively. For the three months ended March 31, 2023 and 2022, the total return based on market price was (2.0)% and 7.7%, respectively. Total returns are historical and are calculated by determining the percentage change in the net asset value or market price with all dividends reinvested, if any. Dividends are assumed to be reinvested in accordance with the Company’s dividend reinvestment plan and do not reflect brokerage commissions.

The Advisor generally employs a grading system for our entire portfolio. The Advisor grades all loans on a scale of 1 to 4. This system is intended to reflect the performance of the borrower’s business, the collateral coverage of the loans and other factors considered relevant. Generally, the Advisor assigns only one loan grade to each portfolio company for all loan investments in that portfolio company; however, the Advisor will assign multiple ratings when appropriate for different investments in one portfolio company. The following is a description of the conditions associated with each investment rating:

Grade 1: Investments in portfolio companies whose performance is substantially within or above the Advisor’s original base case expectations and whose risk factors are neutral to favorable to those at the time of the original investment or subsequent restructuring.

Grade 2: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased since the time of original investment or subsequent restructuring. No loss of investment return or principal (or invested capital) is expected.

Grade 3: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased materially since the time of original investment or subsequent restructuring. Some loss of investment return is expected, but no loss of principal (or invested capital) is expected.

Grade 4: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased substantially since the time of original investment or subsequent restructuring. Some loss of principal (or invested capital) is expected.

The Advisor monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, the Advisor and Board review these investment ratings on a quarterly basis. Our weighted average investment rating was 1.35 at March 31, 2023 and 1.33 at December 31, 2022. The following is a distribution of the investment ratings of our portfolio companies, at fair value, at March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Grade 1	$	418,829,528	$	422,813,958
Grade 2		139,494,374		117,689,506
Grade 3		9,413,701		9,675,397
Grade 4		15,673,000		15,936,823
Not Rated(1)		4,373,400		4,373,400
Total investments	$	587,784,003	$	570,489,084

(1)

The 'Not Rated' category at March 31, 2023 and December 31, 2022 consists primarily of the Company’s residual equity investment in Stitch Holdings, L.P. For purposes of calculating our weighted average investment rating, the Not Rated category is excluded.

Results of operations

Results comparisons for the three months ended March 31, 2023 and 2022.

Investment income


	Three Months Ended
	March 31, 2023		March 31, 2022
Investment income
Interest and fees on senior secured loans	$	18,404,137	$	11,968,684
Interest and fees on other debt securities		193,928		135,907
Interest earned on short-term investments, cash equivalents		79,558		1,814
Dividends on equity securities		86,342		75,882
Total investment income	$	18,763,965	$	12,182,287

Total investment income for the three months ended March 31, 2023 increased $6.6 million, or 54.0%, as compared to the three months ended March 31, 2022. The increase was primarily due to a 41.1% increase in the weighted average yield on senior secured loans period over period as a result of a higher interest rate environment, and a 14.7% higher average balance in senior secured loans, at amortized cost, during the three months ended March 31, 2023. The increased balance of senior secured loans is primarily due to net deployments during 2022 and the three months ended March 31, 2023, which were substantially all in senior secured debt.

Expenses


	Three Months Ended
	March 31, 2023		March 31, 2022
Operating expenses
Interest and other debt expenses	$	4,718,231	$	2,728,951
Management fees		2,130,472		2,059,864
Incentive fees on income		1,875,903		19,013
Incentive fees on capital gains		—		(471,501	)
Administrative expenses		292,634		365,507
Professional fees		193,427		302,857
Insurance expense		160,957		199,758
Director fees		149,625		153,125
Investment advisor expenses		17,093		25,819
Other operating expenses		364,131		303,799
Total expenses	$	9,902,473	$	5,687,192

Total expenses increased $4.2 million, or 74.1%, for the three months ended March 31, 2023 from the comparable period in 2022, primarily due to increases in interest and other debt expenses and Incentive Fees on income during the three months ended in March 31, 2023, and the reversal of previously accrued Incentive Fees on capital gains as required by GAAP during the three months ended March 31, 2022.

Interest and other debt expenses increased approximately $2.0 million, or 72.9%, for the three months ended March 31, 2023 from the comparable period in 2022 due to an increase in the average debt outstanding period over period, and a higher interest rate environment (see Note 4 to the consolidated financial statements).

Incentive fees on income increased approximately $1.9 million for the three months ended March 31, 2023 from the comparable period in 2022 due to higher pre-incentive fee net investment income in excess of the hurdle period over period.

The Company is required under GAAP to accrue a hypothetical liquidation basis Incentive Fee on capital gains (if any), based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period. If the resulting calculation amount is negative, the accrual for GAAP in a given period may result in the reduction or reversal of Incentive Fees on capital gains accrued in a prior period (see Note 3 to the consolidated financial statements). The accrual (reversal) of Incentive Fees on capital gains was zero and $(0.5) million during the three months ended March 31, 2023 and 2022, respectively. The Company did not have an accrued balance at March 31, 2023 and December 31, 2022.

Net investment income

Net investment income was $8.9 million and $6.5 million for the three months ended March 31, 2023 and 2022, respectively. The increase of approximately $2.4 million, or 36.4%, was due to a $6.6 million increase in total investment income, partially offset by a $4.2 million increase in expenses described above.

Net realized gain or loss

Net realized gain (loss) recorded for the three months ended March 31, 2023 was $(0.6) million, due to the full sales of our positions in Kemmerer Holdings, LLC and Advanced Lighting Technologies, LLC. Net realized gain (loss) for the three months ended March 31, 2022 was approximately $0.8 million, primarily due to escrow proceeds received from SVP– Singer Holdings, LP, which was exited during 2021.

Net unrealized appreciation or depreciation

For the three months ended March 31, 2023 and 2022, the change in net unrealized appreciation or depreciation on our investments and Interest Rate Swap was an increase in net unrealized appreciation of $0.3 million and an increase in net unrealized depreciation of $(1.8) million, respectively. The increase in net unrealized depreciation for the three months ended March 31, 2022 was primarily due to a $(0.9) million increase in valuation depreciation in our investment in Stitch Holdings L.P. and spread widening during the quarter.

Net increase or decrease in net assets resulting from operations

The net increase or (decrease) in net assets resulting from operations for the three months ended March 31, 2023 and 2022 was approximately $8.5 million and $5.5 million, respectively. The increase is primarily due to a $2.4 million increase in net investment income and a $0.6 million decrease in net realized and unrealized loss period-over-period.

Supplemental Non-GAAP information

We report our financial results on a GAAP basis; however, management believes that evaluating our ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of our financial performance over time. Management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

After March 6, 2017, Incentive Fees based on income are calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met. In addition, as previously disclosed, the Advisor, in consultation with the Company’s Board, had agreed to waive Incentive Fees based on income from March 7, 2017 to June 30, 2019. BCIA had agreed to honor such waiver. The Advisor had voluntarily waived a portion of its Incentive Fees based on income from July 1, 2019 through September 30, 2021.

We record our liability for Incentive Fee based on capital gains by performing a hypothetical liquidation basis calculation at the end of each reporting period, as required by GAAP, which assumes that all unrealized capital appreciation and depreciation is realized as of the reporting date. It should be noted that Incentive Fees based on capital gains (if any) are not due and payable until the end of the annual measurement period, or every June 30. The incremental Incentive Fee disclosed for a given period is not necessarily indicative of actual full year results. Changes in the economic environment, financial markets and other parameters used in determining such estimates could cause actual results to differ and such differences could be material. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains Incentive Fee will become payable. Incentive Fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Advisers Act and the Current Management Agreement. See Note 3 to the consolidated financial statements for a more detailed description of the Company’s Incentive Fee.

Computations for all periods are derived from our consolidated financial statements as follows:


	Three Months Ended
	March 31, 2023			March 31, 2022
GAAP Basis:
Net Investment Income	$	8,861,492		$	6,495,095
Net Investment Income per share		0.12			0.09
Addback: GAAP incentive fee (reversal) based on capital gains		—			(471,501	)
Addback: GAAP incentive fee based on Income		1,875,903			19,013
Pre-Incentive Fee1:
Net Investment Income	$	10,737,395		$	6,042,607
Net Investment Income per share		0.15			0.08
Less: Incremental incentive fee based on Income		(1,875,903	)		(19,013	)
As Adjusted2:
Net Investment Income	$	8,861,492		$	6,023,594
Net Investment Income per share		0.12			0.08

Pre-Incentive Fee1: Amounts are adjusted to remove all incentive fees (if any). Such fees have been accrued (reversed) but are not due and payable at the reporting date.

As Adjusted2: Amounts are adjusted to remove the GAAP accrual (reversal) for incentive fee based on capital gains (if any), and to include only the incremental incentive fee based on income (if any). Adjusted amounts reflect the fact that no Incentive Fee on capital gains was realized and payable to the Advisor during the three month periods ended March 31, 2023 and 2022, respectively (see Note 3). Under the Current Management Agreement, incentive fee based on income is calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met.

Financial condition, liquidity and capital resources

During the three months ended March 31, 2023, we generated operating cash flows primarily from interest and fees received on senior secured loans and other debt securities, as well as from sales of selected portfolio company investments or repayments of principal. Net cash used in operating activities for the three months ended March 31, 2023 was $(7.1) million. Our use of cash from operating activities during the period primarily consisted of $(16.0) million in net purchases of investments, excluding PIK capitalization.

Net cash provided by financing activities during the three months ended March 31, 2023 was $2.7 million. Our sources of cash from financing activities consisted of $10.0 million in net debt borrowings under the Credit Facility. Our uses of cash consisted of cash dividends paid to stockholders of $(7.3) million.

In the normal course of business, we may enter into guarantees on behalf of portfolio companies. Under these arrangements, we would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. There were no such guarantees outstanding at March 31, 2023 and December 31, 2022. In addition, from time to time, the Company may provide for a commitment to a portfolio company for investment in an existing or new security. At March 31, 2023 and December 31, 2022, we were obligated to existing portfolio companies for unfunded commitments of $58.9 million across 48 portfolio companies and $72.1 million across 51 portfolio companies, respectively.

As of March 31, 2023, we have analyzed cash and cash equivalents and availability under our Credit Facility and believe that there is sufficient liquidity to meet all of our obligations, fund unfunded commitments should the need arise, and deploy capital into new and existing portfolio companies.

Contractual obligations

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at March 31, 2023 is as follows:


	Payments Due By Period (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Credit Facility(1)	$	172.0	$	—	$	172.0	$	—	$	—
2025 Private Placement Notes		92.0		—		92.0		—		—
Interest and Debt Related Payables		1.3		1.3		—		—		—

(1)

At March 31, 2023, $93.0 million remained undrawn under our Credit Facility.

Dividends

Our quarterly dividends, if any, are determined by our Board. Dividends are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We cannot assure stockholders that they will receive any dividends at all or dividends at a particular level. The following table lists the quarterly dividends per share from our common stock since March 2021:


Dividend Amount Per Share Outstanding	Record Date	Payment Date
$0.10	March 17, 2021	April 7, 2021
$0.10	June 16, 2021	July 7, 2021
$0.10	September 15, 2021	October 6, 2021
$0.10	December 16, 2021	January 6, 2022
$0.10	March 17, 2022	April 7, 2022
$0.10	June 16, 2022	July 7, 2022
$0.10	September 15, 2022	October 6, 2022
$0.10	December 16, 2022	January 6, 2023
$0.10	March 16, 2023	April 6, 2023
$0.10	June 15, 2023	July 6, 2023

Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such dividends, we may in the future decide to retain such capital gains for investment. There was no provision for federal excise taxes recorded for the year ended December 31, 2022.

The final tax characterization of dividends is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Dividends can be characterized as ordinary income, capital gains and/or return of capital. To the extent that dividends exceed the Company’s current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital. Dividends that exceed a Company’s taxable income but do not exceed the Company’s current and accumulated earnings and profits, may be classified as ordinary income which is taxable to stockholders.

The Company estimates the source of its dividends as required by Section 19(a) of the 1940 Act. On a quarterly basis, for any payment of dividends estimated to be paid from any other source other than net investment income accrued for current period or certain cumulative periods based on the Section 19(a) requirement, the Company posts a Section 19(a) notice through the Depository Trust Company’s Legal Notice System and its website, as well as sends its registered stockholders a printed copy of such notice along with the dividend payment. The estimates of the source of the dividend are interim estimates based on GAAP that are subject to revision, and the exact character of the dividends for tax purposes cannot be determined until the final books and records are finalized for the calendar year. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of dividends for tax purposes. For the $0.10 dividend per share paid on April 6, 2023, the Company estimated that $0.10 was sourced from net investment income and there was no return of capital paid based on book income. For reporting purposes on the Consolidated Statements of Changes in Net Assets, sources of dividends to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, except as discussed below, if we declare a dividend, stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the Company's dividend reinvestment plan (the "Plan") as to receive cash dividends. Additionally, if the Company makes a dividend to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Dividend”), the terms are subject to the amended Plan dated May 13, 2020 described below (see Note 7 to the consolidated financial statements).

On March 6, 2018, the Company's Board adopted amendments to the Plan. Under the terms of the amended Plan, if the Company declares a dividend or determines to make a capital gain or other distribution, the reinvestment plan agent will acquire shares for the participants’ accounts, depending upon the following circumstances, (i) through receipt of additional unissued but authorized shares from the Company (“newly issued shares”) and/or (ii) by purchase of outstanding shares on the open market (“open-market purchases”). If, on the dividend payment date, the last quarterly net asset value per share (“NAV”) is equal to or less than the closing market price per share on such dividend payment date (such condition often referred to as a “market premium”), the reinvestment plan agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the greater of (i) the NAV or (ii) 95% of the closing market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the closing market price per share on such dividend payment date (such condition often referred to as a “market discount”), the reinvestment plan agent may, upon notice from the Company, either (a) invest the dividend amount in newly issued shares on behalf of the participants or (b) invest the dividends amount in shares acquired on behalf of the participants in open-market purchases.

determined in accordance with the Election Forms rather than pursuant to the formula(s) otherwise applicable under the Plan. This feature of the Plan means that, under certain circumstances, we may issue shares of our common stock at a price below NAV per share, which could cause our stockholders to experience dilution. At the Company's special meeting of stockholders held on May 3, 2022, stockholders did not approve the Company's ability to sell or otherwise issue shares of common stock at a price below its then current NAV per share for a 12-month period expiring on the anniversary of the date of stockholder approval. We may not be able to achieve operating results that will allow us to make dividends at a specific level or to increase the amount of these dividends from time to time. Also, we may be limited in our ability to make dividends due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future debt arrangements.

If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accretion of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to income or excise taxes. In order to satisfy the annual distribution requirement applicable to RICs, we may have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a sufficient portion of such dividend is paid in cash and certain requirements are met, the entire distribution would generally be treated as a dividend for U.S. federal income tax purposes.

Recent developments

On April 26, 2023, the Company’s Board declared a dividend of $0.10 per share, payable on July 6, 2023 to stockholders of record at the close of business on June 15, 2023.

The Company has reviewed subsequent events occurring through the date that these consolidated financial statements were available to be issued, and determined that no subsequent events occurred requiring accrual or disclosure, except as disclosed above and elsewhere in these notes to consolidated financial statements.

Notice is hereby given in accordance with Section 23(c) of the 1940 Act that from time to time the Company may purchase shares of its common stock in the open market at prevailing market prices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At March 31, 2023, 99% of our yielding debt investments, at fair value, bore interest based on floating rates, such as LIBOR, SOFR, or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. Of those yielding floating rate debt investments, 94% contained an interest rate floor. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Since we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. The Company’s Credit Facility bears interest at variable rates with a reference rate floor of 0.00%, while our 2025 Private Placement Notes were issued in two tranches, consisting of a fixed tranche and variable rate tranche with no floor. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

The following table shows the approximate annual increase (decrease) on net investment income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) to our debt portfolio and outstanding borrowings as of March 31, 2023, assuming no changes to our investment and borrowing structure:


	Net Investment Income(1)			Net Investment Income Per Share(1)(2)
Basis Point Change ($ in millions, except per share data)
Up 400 basis points	$	14.4		$	0.20
Up 300 basis points	$	10.8		$	0.15
Up 200 basis points	$	7.2		$	0.10
Up 100 basis points	$	3.6		$	0.05
Down 100 basis points	$	(3.6	)	$	(0.05	)

(1)

Excludes the impact of incentive fees based on income

(2)

Per share amounts based on the weighted average shares outstanding for the most recent quarter.

While hedging activities may help to insulate us against adverse changes in interest rates, they also may limit our ability to participate in the beneficial interest rates with respect to our portfolio of investments. There can be no assurance that we will be able to effectively hedge our interest rate risk. Refer to Notes 2 and 4 for more information on the Company’s Interest Rate Swap. Projected amounts in the table above do not include the impact of interest rate changes on the Company's Interest Rate Swap.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the enforcement of our rights under contracts with our portfolio companies. Further, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do not expect that these proceedings will have a material effect on our consolidated financial statements.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report and discussed below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, Federal Deposit Insurance Corporation ("FDIC"), Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the FDIC was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Price Range of Common Stock

Our common stock began trading on June 27, 2007 and is currently traded on The NASDAQ Global Select Market under the symbol “BKCC”. The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly dividends per share in each fiscal quarter for the first quarter of the year ended December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021. On March 31, 2023, the reported closing price of our common stock was $3.45 per share.


			Stock Price				Premium/(Discount) of			Premium/(Discount) of
	NAV(1)		High(2)		Low(2)		High Sales Price to NAV(3)			Low Sales Price to NAV(3)			Declared Dividends
Fiscal Year ended December 31, 2023
First Quarter	$	4.41	$	3.81	$	3.30		(14	)%		(25	)%	$	0.10
Fiscal Year ended December 31, 2022
First Quarter	$	4.70	$	4.25	$	4.00		(10	)%		(15	)%	$	0.10
Second Quarter	$	4.57	$	4.34	$	3.46		(5	)%		(24	)%	$	0.10
Third Quarter	$	4.56	$	4.02	$	3.38		(12	)%		(26	)%	$	0.10
Fourth Quarter	$	4.39	$	3.90	$	3.42		(11	)%		(22	)%	$	0.10
Fiscal Year ended December 31, 2021
First Quarter	$	4.35	$	3.68	$	2.65		(15	)%		(39	)%	$	0.10
Second Quarter	$	4.68	$	4.43	$	3.48		(5	)%		(26	)%	$	0.10
Third Quarter	$	4.74	$	4.24	$	3.81		(11	)%		(20	)%	$	0.10
Fourth Quarter	$	4.73	$	4.35	$	3.80		(8	)%		(20	)%	$	0.10

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.

(3)

Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV.

Item 6. Exhibits.

(a)

Exhibits.



3.1		Certificate of Incorporation of the Registrant (1)

3.2		Certificate of Amendment to the Certificate of Incorporation of the Registrant (2)

3.3		Amended and Restated By-laws of the Registrant (3)

4.1		Form of Stock Certificate of the Registrant (4)

10.1*		Seventh Amendment, dated as of April 26, 2023, by and among BlackRock Capital Investment Corporation, the subsidiary guarantors party thereto, the lender party thereto and Citibank, N.A., as administrative agent.

31.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

(1)

Previously filed with the Registrant’s Registration Statement on Form 10 (Commission File No. 000-51327), as amended, originally filed on May 24, 2005.

(2)

Previously filed with the Registrant’s Form 8-K dated as of March 9, 2015.

(3)

Previously filed with the Registrant’s Form 8-K dated as of April 30, 2018.

(4)

Previously filed with the Registrant’s pre-effective Amendment No. 2 to the Registration Statement on Form N-2 (Commission File No. 333-141090), filed on June 14, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BLACKROCK CAPITAL INVESTMENT CORPORATION

Date: May 1, 2023	By:	/s/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

Date: May 1, 2023	By:	/s/ Chip Holladay
		Chip Holladay
		Interim Chief Financial Officer and Treasurer

EX-10

Exhibit 10.1

SEVENTH AMENDMENT dated as of April 26, 2023 (this “Amendment”) to the SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, and April 23, 2021 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among BLACKROCK CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the “Borrower”); the lenders party hereto (collectively, the “Consenting Lenders”); and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

The Borrower has requested that the Consenting Lenders agree to amend the Credit Agreement in the manner provided herein, and the Consenting Lenders, constituting all of the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in the Credit Agreement) as of the date hereof, are willing so to amend the Credit Agreement.

Accordingly, in consideration of the agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

A. Amendment to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Credit Agreement (excluding all Schedules and Exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and underlined text (indicated textually in the same manner as the following example: bold and underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

B. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (i) this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, (ii) this Amendment has been duly executed and delivered by the Borrower, (iii) each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (iv) as of the date hereof, no Default or Event of Default has occurred and is continuing and (v) the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.

C. Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which the below conditions shall have been satisfied or waived:

(i) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Borrower, each Subsidiary Guarantor and each Consenting Lender;

(ii) the Administrative Agent shall have received a certificate from the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that on and as of the Amendment Effective Date and after giving effect to this Amendment (x) the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (y) as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing; and

(iii) the Administrative Agent shall have received all amounts invoiced to the Borrower that are due and payable to it, any of its affiliates or any of the Lenders, including payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by the Borrower in connection with this Amendment.

D. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any Subsidiary Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a Loan Document, and the representations, warranties and agreements contained herein shall, for all purposes of the Credit Agreement, be deemed to be set forth in the Credit Agreement. Each Obligor agrees that all of its obligations, liabilities and indebtedness under each Loan Document, including guarantee obligations, shall remain in full force and effect, in accordance with applicable law, on a continuous basis after giving effect to this Amendment. On and after the effectiveness of this Amendment, any reference to the Credit Agreement contained in the Loan Documents shall mean the Credit Agreement as modified hereby. This Amendment shall not extinguish any payment obligation outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified

hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

E. Existing Eurocurrency Loans. Notwithstanding anything to the contrary in the Credit Agreement or this Amendment, any Loan denominated in Dollars and bearing interest by reference to the LIBO Rate (as defined in the Credit Agreement prior to giving effect to this Amendment) outstanding as of the Amendment Effective Date shall continue to bear interest at the LIBO Rate until the end of the applicable Interest Period for such Loan as in effect on the Amendment Effective Date and the LIBOR-related provisions of the Credit Agreement (prior to giving effect to this Amendment) applicable thereto shall continue and remain in effect (notwithstanding the election of the Administrative Agent and the Borrower to establish an alternate rate of interest to the LIBO Rate and the occurrence of the Amendment Effective Date) until the end of the applicable Interest Period for such Loans as in effect on the Amendment Effective Date, after which such provisions shall have no further force or effect and such Loans bearing interest by reference to the LIBO Rate shall, unless otherwise repaid or prepaid, be converted to Term SOFR Loans or ABR Loans in accordance with Section 2.07 of the Credit Agreement (after giving effect to this Amendment).

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

G. Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import in this Amendment 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. Without limiting the generality of the foregoing, the parties hereto hereby (i) agree that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Issuing Banks and the Borrower, electronic images of this Amendment (including with respect to any signature pages hereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, including with respect to any signature pages hereto.

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

I. Applicable Law; Jurisdiction; Waiver of Jury Trial. The provisions of Section 9.09 and 9.10 of the Credit Agreement (as amended by this Amendment) shall apply to this Amendment mutatis mutandis.

J. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


BLACKROCK CAPITAL INVESTMENT CORPORATION,

by	/s/ Chip Holladay
	Name: Chip Holladay
	Title: Interim Chief Financial Officer and Treasurer


BCIC-MBS, LLC,

by	/s/ Chip Holladay
	Name: Chip Holladay
	Title: President


BKC ASW BLOCKER, INC.,

by	/s/ Chip Holladay
	Name: Chip Holladay
	Title: President

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


CITIBANK, N.A., as Administrative Agent, Issuing Bank, Swingline Lender and Lender,
by
	/s/ Michael Vondriska
	Name: Michael Vondriska
	Title: Vice President

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


Bank of Montreal, Chicago Branch,
by
	/s/ Amy Prager
	Name: Amy Prager
	Title: Director

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


merrill lynch capital corporation,
by
	/s/ Yasemin Esmer
	Name: Yasemin Esmer
	Title: Managing Director

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


credit suisse ag, new york branch,
by
	/s/ Doreen Barr
	Name: Doreen Barr
	Title: Authorized Signatory


by
	/s/ Michael Dieffenbacher
	Name: Michael Dieffenbacher
	Title: Authorized Signatory

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


deutsche bank ag, new york branch,
by
	/s/ Ming K Chu
	Name: Ming K Chu
	Title: Director


by
	/s/ Marko Lukin
	Name: Marko Lukin
	Title: Vice President

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


state street bank and trust company,
by
	/s/ John Doherty
	Name: John Doherty
	Title: Vice President

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


hsbc bank usa, n.a.,
by
	/s/ Kieran Patel
	Name: Kieran Patel
	Title: Managing Director

[Signature Page to Seventh Amendment]

Lender signature page to the
Seventh Amendment to the
BlackRock Capital Investment Corporation Credit Agreement

To approve this Amendment:


morgan stanley bank, n.a.,
by
	/s/ Jake Dowden
	Name: Jake Dowden
	Title: Authorized Signatory

[Signature Page to Seventh Amendment]

Exhibit A

[See Attached]

EXHIBIT A

SECOND AMENDED AND RESTATED

SENIOR SECURED REVOLVING CREDIT AGREEMENT

dated as of February 19, 2016,

as amended as of August 8, 2016, June 5, 2017, March 15, 2018,

August 30, 2019, May 22, 2020, April 23, 2021, and

April 26, 2023,

among

BLACKROCK CAPITAL INVESTMENT CORPORATION,

the LENDERS party hereto,

CITIBANK, N.A.,
as Administrative Agent, and

BANK OF MONTREAL, CHICAGO BRANCH,

as Syndication Agent

$265,000,000
_________________

CITIBANK, N.A. and
BMO CAPITAL MARKETS,
as Joint Lead Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	46
SECTION 1.03.	Terms Generally	47
SECTION 1.04.	Accounting Terms; GAAP	47
SECTION 1.05.	Currencies; Currency Equivalents	48
SECTION 1.06.	Treatment of Convertible Debt	49
SECTION 1.07.	Divisions	49
ARTICLE II THE CREDITS
SECTION 2.01.	The Commitments	50
SECTION 2.02.	Loans and Borrowings	50
SECTION 2.03.	Requests for Borrowings	51
SECTION 2.04.	Swingline Loans	52
SECTION 2.05.	Letters of Credit	54
SECTION 2.06.	Funding of Borrowings	60
SECTION 2.07.	Interest Elections	61
SECTION 2.08.	Termination, Reduction or Increase of the Commitments	63
SECTION 2.09.	Repayment of Loans; Evidence of Debt	66
SECTION 2.10.	Prepayment of Loans	68
SECTION 2.11.	Fees	70
SECTION 2.12.	Interest	71
SECTION 2.13.	Benchmark Replacement Setting	72
SECTION 2.14.	Increased Costs	75
SECTION 2.15.	Break Funding Payments	77
SECTION 2.16.	Taxes	78
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set‑offs	82
SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	85
SECTION 2.19.	Defaulting Lender Provisions	86
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Organization; Powers	89
SECTION 3.02.	Authorization; Enforceability	89
SECTION 3.03.	Governmental Approvals; No Conflicts	89

(i)


SECTION 3.04.	Financial Condition; No Material Adverse Change	90
SECTION 3.05.	Litigation	90
SECTION 3.06.	Compliance with Laws and Agreements	90
SECTION 3.07.	Taxes	91
SECTION 3.08.	ERISA	91
SECTION 3.09.	Disclosure	91
SECTION 3.10.	Investment Company Act; Margin Regulations	92
SECTION 3.11.	Material Agreements and Liens	92
SECTION 3.12.	Subsidiaries	93
SECTION 3.13.	Properties	93
SECTION 3.14.	Affiliate Agreements	93
ARTICLE IV CONDITIONS
SECTION 4.01.	Original Effective Date	93
SECTION 4.02.	Each Credit Event	95
ARTICLE V AFFIRMATIVE COVENANTS
SECTION 5.01.	Financial Statements and Other Information	96
SECTION 5.02.	Notices of Material Events	99
SECTION 5.03.	Existence; Conduct of Business	100
SECTION 5.04.	Payment of Obligations	100
SECTION 5.05.	Maintenance of Properties; Insurance	100
SECTION 5.06.	Books and Records; Inspection and Audit Rights	100
SECTION 5.07.	Compliance with Laws	101
SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	101
SECTION 5.09.	Use of Proceeds	102
SECTION 5.10.	Status of RIC and BDC	103
SECTION 5.11.	Investment Policies	103
SECTION 5.12.	Portfolio Valuation and Diversification, Etc	103
SECTION 5.13.	Calculation of Borrowing Base	107
ARTICLE VI NEGATIVE COVENANTS
SECTION 6.01.	Indebtedness	115
SECTION 6.02.	Liens	117
SECTION 6.03.	Fundamental Changes	118
SECTION 6.04.	Investments	119
SECTION 6.05.	Restricted Payments	120
SECTION 6.06.	Certain Restrictions on Subsidiaries	122

(ii)


SECTION 6.07.	Certain Financial Covenants	122
SECTION 6.08.	Transactions with Affiliates	123
SECTION 6.09.	Lines of Business	123
SECTION 6.10.	No Further Negative Pledge	123
SECTION 6.11.	Modifications of Longer-Term Documents	123
SECTION 6.12.	Prepayments of Longer-Term Indebtedness	124
SECTION 6.13.	SBIC Guarantee	125
ARTICLE VII EVENTS OF DEFAULT
ARTICLE VIII THE ADMINISTRATIVE AGENT
ARTICLE IX MISCELLANEOUS
SECTION 9.01.	Notices; Electronic Communications	131
SECTION 9.02.	Waivers; Amendments	134
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	136
SECTION 9.04.	Successors and Assigns	139
SECTION 9.05.	Survival	144
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	145
SECTION 9.07.	Severability	146
SECTION 9.08.	Right of Setoff	146
SECTION 9.09.	Governing Law; Jurisdiction; Etc	146
SECTION 9.10.	WAIVER OF JURY TRIAL	147
SECTION 9.11.	Judgment Currency	147
SECTION 9.12.	Headings	148
SECTION 9.13.	Treatment of Certain Information; Confidentiality	148
SECTION 9.14.	USA PATRIOT Act	149
SECTION 9.15.	Original Credit Agreement; Effectiveness of Amendment and Restatement	149
SECTION 9.16.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	150
SECTION 9.17.	German Bank Separation Act	150
SECTION 9.18.	Acknowledgment Regarding Any Supported QFCs	152
SECTION 9.19.	Certain ERISA Matters	153
SECTION 9.20.	Erroneous Payments	154

(iii)


SCHEDULE I	-	Commitments
SCHEDULE II	-	Material Agreements and Liens
SCHEDULE III	-	Litigation
SCHEDULE V	-	Transactions with Affiliates
SCHEDULE VI	-	GICS Industry Classification Group List
SCHEDULE 3.12(a)	-	Subsidiaries
SCHEDULE 5.13	-	Zero Percent Advance Rate Portfolio Investments
SCHEDULE 6.01	-	Existing Indebtedness
SCHEDULE 6.02	-	Existing Liens
SCHEDULE 6.04	-	Existing Investments

EXHIBIT A	-	Form of Assignment and Assumption
EXHIBIT B	-	Guarantee and Security Agreement
EXHIBIT C	-	Form of Borrowing Base Certificate
EXHIBIT D	-	Form of Perfection Certificate
EXHIBIT E-1	-	Form of Foreign Lender U.S. Tax Compliance Certificate (Foreign Lenders Non-Partnerships)
EXHIBIT E-2	-	Form of Foreign Lender U.S. Tax Compliance Certificate (Foreign Participants Non-Partnerships)
EXHIBIT E-3	-	Form of Foreign Lender U.S. Tax Compliance Certificate (Foreign Participants Partnerships)
EXHIBIT E-4	-	Form of Foreign Lender U.S. Tax Compliance Certificate (Foreign Lenders Partnerships)

(iv)

SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, and April 26, 2023 (and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among BLACKROCK CAPITAL INVESTMENT CORPORATION, the LENDERS party hereto, CITIBANK, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF MONTREAL, CHICAGO BRANCH, as Syndication Agent (as defined below).

PRELIMINARY STATEMENT:

The Borrower (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I), certain of the Lenders and the Administrative Agent are party to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, and April 23, 2021 (as further amended, restated, supplemented or otherwise modified prior to the Seventh Amendment Effective Date, the “Existing Credit Agreement”). The Borrower has requested that the “Lenders” under and as defined in the Existing Credit Agreement agree to amend the Existing Credit Agreement pursuant to the Seventh Amendment to reflect the terms and provisions hereof. The Lenders party hereto are willing to amend the Existing Credit Agreement to reflect the terms and provisions hereof and to extend credit to the Borrower pursuant hereto, in each case on the terms and subject to the conditions herein set forth.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“2022 Notes” means the Borrower’s 5.00% Convertible Senior Notes due 2022.

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

“ABR Loan” means a Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with Article II.

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

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

Interest Period; provided that if such rate shall be less than the Floor, the Adjusted CDOR Rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted EURIBO Rate” means, for the Interest Period for any Eurocurrency Borrowing denominated in Euros, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the EURIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period; provided that if such rate shall be less than the Floor, the Adjusted EURIBO Rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any SOFR Borrowing for any Interest Period, an interest rate per annum equal to (a) the Term SOFR in effect for such Interest Period plus (b) the Term SOFR Adjustment; provided that if such rate shall be less than the Floor, the Adjusted Term SOFR Rate shall be deemed to be the Floor for the purposes of this Agreement.

“Administrative Agent” has the meaning given to such term in the introductory paragraph hereof.

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

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

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

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

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

“Affiliate Agreements” means collectively, (a) the Second Amended and Restated Investment Management Agreement, dated as of May 2, 2020, between the Borrower and BlackRock Capital Investment Advisors, and (b) the Administration Agreement, dated as of August 4, 2005, between the Borrower and BlackRock Financial Management, Inc.

“Agent Parties” shall have the meaning assigned to such term in Section 9.01(c).

“Agreed Foreign Currency” means, at any time, Euros, CAD, and, with the agreement of each Multicurrency Lender, any other Foreign Currency, so long as, in each case, at such time (a) (i) other than in the case of CAD, such Foreign Currency is dealt with in the London interbank deposit market, or (ii) in the case of CAD, the relevant local market for obtaining quotations, (b) other than in the case of CAD, such Foreign Currency is freely transferable and convertible into Dollars in the London foreign exchange market and (c) (i) other than in the case of Euro no central bank or other governmental

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authorization in the country of issue of such Foreign Currency or (ii) in the case of the Euro, any authorization by the European Central Bank is, in each case required to permit use of such Foreign Currency by any Multicurrency Lender for making any Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full force and effect.

“Agreement” has the meaning given to such term in the introductory paragraph hereof.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate for such day plus 1/2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period commencing on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that if the Alternate Base Rate shall be less than 1.00%, the Alternate Base Rate shall be deemed to be 1.00% for all purposes of this Agreement. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Term SOFR Rate, respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain a quotation in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13, then the Alternate Base Rate shall be determined without reference to clause (c) above.

“Anti-Corruption Laws” means all laws, treaties, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” means any law, treaty, rule or regulation or determination of a court or other Governmental Authority related to terrorism financing or money laundering, including: 18 U.S.C. §§ 1956 and 1957; The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5332 and 12 U.S.C. §§ 1818(s), 1820b and 1951-1959), as amended by the USA PATRIOT Act.

“Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment, subject to adjustment as required to give effect to any reallocation of Dollar LC Exposure or Swingline Exposure incurred under its Dollar Commitments made pursuant to Section 2.19(a)(iv). If all the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments.

“Applicable Margin” means: (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.85 times the Combined Debt Amount (as of the most recently delivered Borrowing Base Certificate), (i) with respect to any ABR Loan, 1.00% per annum, and (ii) with respect to any Eurocurrency Loan or SOFR Loan, 2.00% per annum and (b) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.85 times the Combined Debt Amount (as of the most recently delivered Borrowing Base Certificate), (i) with respect to any ABR Loan, 1.25% per annum, and (ii) with respect to any Eurocurrency Loan or SOFR Loan,

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2.25% per annum. Any change in the Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that (x) if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Applicable Margin shall be the Applicable Margin set forth in clause (b) above, to and including the date on which the required Borrowing Base Certificate is delivered, and (y) at any time that an Event of Default has occurred and is continuing, the Applicable Margin shall be the Applicable Margin set forth in clause (b) above, to but excluding the date on which such Event of Default shall cease to be continuing.

“Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment, subject to adjustment as required to give effect to any reallocation of Multicurrency LC Exposure or Swingline Exposure incurred under its Multicurrency Commitments made pursuant to Section 2.19(a)(iv). If all the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments.

“Approved Fund” means, with respect to any Lender that is a fund that invests in bank loans and similar commercial extensions of credit, any other fund that invests in bank loans and similar commercial extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Approved Third-Party Appraiser” means any Independent third-party appraisal firm (a) designated by the Borrower in writing to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors of the Borrower approving such firm for purposes of assisting the Board of Directors of the Borrower in making valuations of portfolio assets to determine the Borrower’s compliance with the applicable provisions of the Investment Company Act) and (b) approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). It is understood and agreed that, so long as the same are Independent third-party appraisal firms approved by the Board of Directors of the Borrower, BRG Capstone Valuation Services, CBIZ, Duff & Phelps, Houlihan Lokey, IHS Market (an S&P Global company), Lincoln Partners Advisors LLC, Murray, Devine & Company and Valuation Research Corporation shall be deemed to be Approved Third-Party Appraisers.

“Arrangers” means Citibank and BMO Capital Markets.

“Asset Coverage Ratio” means, at any time, the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the Value of total assets of the Borrower and its Subsidiaries at such time, less all liabilities (other than Indebtedness hereunder and any other Indebtedness) of the Borrower and its Subsidiaries at such time, to (b) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries at such time.

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and

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accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

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

“Availability Period” means the period from and including the Original Effective Date to but excluding the earlier of (a) with respect to (i) the Commitments of Non-Extending Lenders, the Existing Commitment Termination Date, and (ii) Swingline Loans, Letters of Credit and the Commitments of Extending Lenders, the Commitment Termination Date and (b) the date of termination of the Commitments in full.

“Available Tenor” means, as of any date of determination and with respect to the then current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.13(d).

“Bail-In Action” means, as to any Affected Financial Institution, the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of such Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“Benchmark” means, initially (i) with respect to any amounts denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to amounts denominated in CAD, the CDOR Rate and (iii)

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with respect to amounts denominated in Euros, the EURIBO Rate; provided that, in each case, if a Benchmark Transition Event has occurred with respect to any of the foregoing, then, with respect to Loans denominated in the applicable Currency, “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.13(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate for any amounts denominated in the applicable Currency that has been selected by the Administrative Agent and the Borrower 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 the then current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less than the Floor for the applicable Benchmark, such Benchmark Replacement will be deemed to be the Floor applicable to such Benchmark for the purposes of this Agreement and the other Loan Documents.

The parties hereto shall consult in good faith so as to make such other modifications to this Agreement so as to cause any Benchmark Replacement to constitute a “qualified rate” within the meaning of Proposed Treasury Regulations §1.1001-6(b) or to otherwise not cause a “significant modification” under Treasury Regulations § 1.1001-3; provided that nothing in this sentence shall require any party to make a modification that would adversely affect such party (as determined by such party in its sole discretion).

“Benchmark Replacement Adjustment” means, with respect to any replacement of a then current Benchmark with an Unadjusted Benchmark Replacement: the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower 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 syndicated credit facilities denominated in the applicable Currency in the U.S. syndicated loan market.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to a then current Benchmark:

(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);

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(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have 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 will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

The “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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, with respect to any Benchmark, the occurrence of one or more of the following events with respect to a then current Benchmark:

(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 on a specified date 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 Relevant Governmental Body, 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 on a specified date to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) 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) 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 not, or as of a specified future date will not be, representative.

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

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition

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Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, with respect to any then current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13 and (b) ending at the time that a Benchmark Replacement has replaced such then current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.13.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the 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”.

“BlackRock Capital Investment Advisors” means BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company.

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

“Board of Directors” means, with respect to any Person the board of directors or similar governing body of such Person or, if applicable, the managing member or other entity of such Person.

“Borrower” means BlackRock Capital Investment Corporation, a Delaware corporation.

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

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

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

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

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or

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conversion of or into, or the Interest Period for, a Eurocurrency Borrowing denominated in Euros, or to a notice by the Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also a TARGET Day and (c) if such day relates to a borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for, any Borrowing denominated in any Foreign Currency, or to a notice by the Borrower with respect to any such borrowing, continuation, payment, prepayment or Interest Period, that is also a day on which commercial banks and the London foreign exchange market settle payments in the Principal Financial Center for such Foreign Currency.

“CAD” denotes the lawful currency of Canada.

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

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet or statement of assets and liabilities, as applicable, of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that any obligations under a lease that would have been classified as an operating lease and not a capital lease under GAAP as in effect prior to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842) shall not be treated as Capital Lease Obligations for purposes of this Agreement or any other Loan Document.

“Cash” means any immediately available funds in Dollars or in any currency other than Dollars which is a freely convertible currency.

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

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

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

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction of British Pounds Sterling or any Agreed Foreign Currency and (ii) having, at such date of acquisition, a credit rating of at least A‑1 from S&P and at least P‑1 from Moody’s; and

(d) fully collateralized repurchase agreements with a term of not more than 30 days from the date of acquisition thereof for U.S. Government Securities and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) a bank or

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broker-dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A‑1 from S&P and at least P‑1 from Moody’s;

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

“CDOR Rate” means, with respect to any Interest Period, the average rate for bankers acceptances as administered by the Investment Industry Regulatory Organization of Canada (or any other Person that takes over the administration of that rate) with a tenor equal to such Interest Period, displayed on CDOR page of the Bloomberg screen (or, in the event such rate does not appear on such Bloomberg page or screen, on any successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; the “CAD Screen Rate”) at or about 11:00 a.m. (Toronto, Ontario time) on the date that is two Business Days prior to the commencement of such Interest Period.

“Change in Control” means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Sixth Amendment Effective Date) of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower.

“Change in Law” means (a) the adoption of any law, rule or regulation after the Sixth Amendment Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Sixth Amendment Effective Date or (c) any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Sixth Amendment Effective Date; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) 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 or issued.

“Citibank” means Citibank, N.A.

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

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

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

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

“Collateral Agent” means Citibank, N.A. in its capacity as collateral agent under the Guarantee and Security Agreement (and its successors and permitted assigns in such capacity).

“Collateral and Guarantee Requirement” means, at any time, the requirements that:

(a) the Administrative Agent shall have received from each Obligor (i) either (x) a counterpart of the Guarantee and Security Agreement duly executed and delivered on behalf of such Obligor or (y) in the case of any Person that becomes an Obligor after the Original Effective Date, a supplement to the Guarantee and Security Agreement, in the form specified therein, duly executed and delivered on behalf of such Obligor and (ii) with respect to any Obligor that directly owns Equity Interests of a Foreign Subsidiary, a counterpart of each Foreign Pledge Agreement that the Administrative Agent determines, based on the advice of counsel, to be necessary or advisable in connection with the pledge of, or the granting of security interests in, Equity Interests of such Foreign Subsidiary, in each case duly executed and delivered on behalf of such Obligor and such Foreign Subsidiary;

(b) all outstanding Equity Interests of the Borrower and each Subsidiary and all other Equity Interests, in each case owned by or on behalf of any Obligor, shall have been pledged pursuant to the Guarantee and Security Agreement or a Foreign Pledge Agreement (except that the Obligors shall not be required to pledge more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary that is not an Obligor) and, unless and for so long as prohibited by applicable law or regulation, the Administrative Agent shall have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (provided that, in the event delivery of such Equity Interests is impracticable (whether due to a pandemic, force majeure or other event or circumstance outside of the Borrower’s control), such delivery shall not be required, but the Borrower shall certify that it has not delivered such Equity Interests to any other Person for purposes of granting “control” under Section 8-106 of the UCC);

(c) all Indebtedness of the Borrower and each Subsidiary that is owing to any Obligor shall have been pledged pursuant to the Guarantee and Security Agreement and, to the extent the principal amount of such Indebtedness exceeds $5,000,000, shall be evidenced by a promissory note and, unless and for so long as prohibited by applicable law or regulation, the Administrative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Guarantee and Security Agreement and the Foreign Pledge Agreements and perfect such Liens to the extent required by,

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and with the priority required by, the Guarantee and Security Agreement and the Foreign Pledge Agreements, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording;

(e) each Obligor shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder; and

(f) within 30 days after the request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its discretion), deliver to the Administrative Agent a signed copy of a customary legal opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Obligors reasonably acceptable to the Administrative Agent as to such matters set forth in this definition as the Administrative Agent may reasonably request (excluding, in any event, as to the priority of any Liens).

“Collateral Pool” means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and is subject to the Liens under the Guarantee and Security Agreement, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (subject to any Lien permitted by Section 6.02 hereof).

“Combined Debt Amount” means, as of any date, (a) the aggregate amount of all Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (b) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) as of such date and, without duplication, the aggregate amount of unused commitments as of such date under any such Designated Indebtedness.

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

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

“Commitment Termination Date” means April 23, 2024.

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

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning assigned to such term in Section 9.01(c).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or Adjusted Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition

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of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

“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.

“Convertible Debt” means (a) the 2022 Notes and (b) unsecured Indebtedness of the Borrower that is (i) convertible into Equity Interests of the Borrower and/or settled through any combination of Equity Interests and the payment of Cash (which may be guaranteed by any or all of the Subsidiary Guarantors) and (ii) determined by the Borrower in good faith to be incurred pursuant to documentation containing terms customary for convertible debt securities issued in the capital markets at the time of incurrence.

“Covered Debt Amount” means, on any date, the sum of (a) all of the Revolving Credit Exposures of all Lenders on such date plus (b) the aggregate amount of Other Covered Indebtedness on such date minus (c) the LC Exposures fully cash collateralized on such date pursuant to Section 2.05(k).

“Currency” means Dollars or any Foreign Currency.

“Debt Trigger Date” has the meaning assigned to such term in the definition of “Other Covered Indebtedness”.

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

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Bank or the Swingline

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Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s 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), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), (d) has, or has a direct or indirect Parent Company that has, (i) become the subject to any Bankruptcy Event, or (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; provided that a Lender shall not be a Defaulting Lender under this clause (d) solely by virtue of (i) the ownership or acquisition of any equity interest in that Lender or any direct or indirect Parent Company thereof by a Governmental Authority or (ii) in the case of a solvent Lender, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed, in any such case where such action 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 or (e) has, or has a direct or indirect Parent Company that has, become the subject of a Bail-In Action; provided, further, that in each case, neither the reallocation of funding obligations provided for in Section 2.19(a)(iv) as a result of a Lender’s status as a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated funding obligations will, by themselves, cause the relevant Defaulting Lender to become a Non-Defaulting Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline Lender and each Lender.

“Determination Date” means, with respect to any Letter of Credit, (i) the most recent date upon which one of the following shall have occurred: (x) the date of issuance of such Letter of Credit, (y) the date on which any Issuing Bank was or is, as applicable, required to deliver a notice of non-renewal with respect to such Letter of Credit, and (z) the first Business Day of each calendar month, commencing on the first Business Day following the issuance of such Letter of Credit and (ii) such other date determined by the Administrative Agent in its sole discretion.

“Determining Party” has the meaning assigned to such term in Section 9.03(a).

“Disclosed Matters” means the actions, suits and proceedings disclosed in Schedule III.

“Dollar Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Syndicated Dollar Loans, and to acquire participations in Dollar Letters of Credit and Dollar Swingline Loans, denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such

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commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment is set forth on Schedule I to the Existing Credit Agreement, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments on the Sixth Amendment Effective Date is $0.

“Dollar Equivalent” means, on any date of determination, (i) with respect to matters other than Letters of Credit, (x) for any amount denominated in Dollars, such amount and (y) for any amount denominated in a Foreign Currency, the amount converted into Dollars using the 12:00 noon (New York City time) OANDA Rate for such Foreign Currency on such day or, if such day is not a Business Day, on the immediately preceding Business Day and (ii) with respect to the Letters of Credit issued (x) in Dollars, such amount on any Determination Date and (y) in a Foreign Currency, the amount converted into Dollars using the 12:00 noon (New York City time) OANDA Rate for such Foreign Currency on such Determination Date or, if such day is not a Business Day, on the immediately preceding Business Day.

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

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

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

“Dollar Loan” means a Loan made pursuant to Section 2.01(a).

“Dollar Swingline Loan” means a Swingline Loan that is made under the Dollar Commitments.

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

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

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“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.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, management or release of Hazardous Materials or to health and safety matters.

“Environmental Liability” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs, (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to: (a) compliance or non‑compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, excluding, in each case, Convertible Debt.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any Person, trade or business (whether or not incorporated) that, together with the Borrower, is or, within the six-year period immediately preceding the Sixth Amendment Effective Date, was treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) a determination that any Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any

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ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA or in endangered or critical status within the meaning of Section 305 of ERISA; (i) the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or defined in Section 406 of ERISA) with respect to which the Borrower or any of its ERISA Affiliates is a “disqualified person” (as defined in Section 4975 of the Code) or a “party in interest” (as defined in Section 3(14) of ERISA) or could otherwise be liable; or (j) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any of its ERISA Affiliates.

“Erroneous Payment” has the meaning assigned to such term in Section 9.20(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 9.20(d).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 9.20(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 9.20(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 9.20(d). From and after the Sixth Amendment Effective date, the term “Secured Obligations” shall be deemed to include Erroneous Payment Subrogation Rights for all purposes under the Loan Documents.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“EURIBO Rate” means, with respect to any Interest Period, a rate per annum equal to the Euro interbank offered rate as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a deposit in Euro with a tenor equal to such Interest Period, displayed on the Bloomberg screen page that displays such rate or, in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (such applicable rate being called the “Euro Screen Rate”), at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period.

“Euro” means the single currency of the Participating Member States of the European Union as constituted by the Treaty on European Union and as referred to in the legislation of the European Union relating to the European Monetary Union.

“Euro Screen Rate” has the meaning assigned to such term in the definition of “EURIBO Rate”.

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

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

“Excluded Convertible Debt” means the 2022 Notes.

“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a 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, 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, its 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 2.18(b) or 9.02(d)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such 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 2.16(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Commitment Termination Date” means June 5, 2022.

“Existing Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Existing Maturity Date” means June 5, 2023.

“Extended Loan” means Syndicated Loans made by an Extending Lender.

“Extending Lender” means (a) each Lender that has agreed to extend its Commitment pursuant to the Sixth Amendment, (b) each Non-Extending Lender that has agreed after the Sixth Amendment Effective Date to become an “Extending Lender” hereunder (which agreement shall be in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), (c) any Assuming Lender that becomes a party hereto on or after the Sixth Amendment Effective Date and (d) any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Commitment or to acquire Revolving Credit Exposure from any such

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Extending Lender, as applicable; in each case, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Sixth Amendment Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds Effective Rate determined in accordance with this definition is below zero, the Federal Funds Effective Rate shall be deemed to be zero.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower (or another officer with substantially equivalent responsibilities).

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

“Floor” means the benchmark rate floor, if any, provided in this Agreement as of the Seventh Amendment Effective Date, or, if applicable, any later modification, amendment or renewal of this Agreement with respect to any applicable Benchmark; provided that no Conforming Changes shall result in an increase to the Floor. As of the Seventh Amendment Effective Date, the “Floor” is 0.00%

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

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

“Foreign Lender” means any Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Pledge Agreement” means a pledge or charge agreement with respect to the Collateral that constitutes Equity Interests of a Foreign Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent.

“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia.

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“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Dollar Percentage and/or Applicable Multicurrency Percentage of the outstanding LC Exposure with respect to Letters of Credit of the applicable Class issued by the Issuing Bank other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders of the applicable Class or cash collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Dollar Percentage and/or Applicable Multicurrency Percentage of outstanding Swingline Loans of the applicable Class made by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders of the applicable Class.

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

“GBSA” has the meaning assigned to such term in Section 9.17.

“GBSA Consultation Period” has the meaning assigned to such term in Section 9.17.

“GBSA Lender” has the meaning assigned to such term in Section 9.17.

“GBSA Notice” has the meaning assigned to such term in Section 9.17.

“Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Gross Borrowing Base” has the meaning assigned to such term in Section 5.13(a)(vi).

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

“Guarantee and Security Agreement” means the Guarantee and Security Agreement, dated as of December 6, 2006, and amended and restated as of the Original Effective Date, attached as Exhibit B to the Original Credit Agreement, between the Borrower, the Subsidiary Guarantors, the Administrative Agent, each “Financing Agent” and “Designated Indebtedness Holder” (as each such term is defined in the Guarantee and Security Agreement) from time to time party thereto, and the Collateral Agent, as the same shall be modified and supplemented and in effect from time to time.

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“Hazardous Materials” shall mean (a) petroleum products and byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and all other ozone‑depleting substances; and (b) any chemical, material, substance, waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement, excluding, with respect to any Subsidiary Guarantor, any Hedging Agreements which are Excluded Swap Obligations with respect to such Subsidiary Guarantor.

“Immaterial Subsidiary” means any Subsidiary of the Borrower having an aggregate asset value, together with its Subsidiaries on a consolidated basis, not in excess of $2,500,000 that is designated as an Immaterial Subsidiary by the Borrower in writing to the Administrative Agent from time to time (it being understood that the Borrower may at any time change any such designation (and shall provide the Administrative Agent with notice of any such change in designation)); provided that (x) the aggregate assets of such Immaterial Subsidiaries and their Subsidiaries (on a consolidated basis), as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01, collectively, do not exceed an amount equal to 3.0% of the consolidated assets of the Borrower and its Subsidiaries as of such date and (y) at the time of any such designation, no Default or Event of Default shall have occurred and be continuing. If, as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01, the aggregate assets of such Immaterial Subsidiaries and their Subsidiaries, collectively, exceed 3.0% of the consolidated assets of the Borrower and its Subsidiaries as of such date, then, from and after the 15th day after the date of the delivery of such financial statements pursuant hereto, one or more of such Subsidiaries to be selected by the Borrower shall for all purposes of this Agreement no longer be deemed to be Immaterial Subsidiaries until such excess shall have been eliminated (and notice of such selection shall be delivered to the Administrative Agent).

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

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

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“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 Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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

“Independent Valuation Provider” has the meaning assigned to such term in Section 5.12(c)(i).

“Industry Classification Group” means (a) any of the Global Industry Classification Standard (GICS) classification groups set forth in Schedule VI hereto, together with any such classification groups that may be subsequently established by S&P or MSCI and provided by the Borrower to the Lenders, and (b) up to three additional industry group classifications established by the Borrower pursuant to Section 5.12(a).

“Initial Termination Date” has the meaning assigned to such term in Section 9.17.

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

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

“Interest Period” means (a) for any Eurocurrency Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or, other than with respect to Adjusted CDOR Rate Loans, six months thereafter or, with respect to such portion of any Eurocurrency Loan or Borrowing that is scheduled to be repaid on the Maturity Date or Existing Maturity Date, as applicable, with respect to such Loan, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Maturity Date or Existing Maturity Date, as applicable, with respect to such Loan, as specified in the applicable Borrowing Request or Interest Election Request and (b) with respect to any SOFR Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, three or six months thereafter (in each case, subject to the availability thereof), as specified in the applicable Borrowing Request or Interest Election Request; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business

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Day, (ii) any Interest Period (other than an Interest Period pertaining to a Eurocurrency Borrowing that ends on the Maturity Date or Existing Maturity Date, as applicable, with respect to such Loan that is permitted to be of less than one month’s duration as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.13(d) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.

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

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

“Investment Policies” means the investment objectives, policies, restrictions and limitations set forth in the report of the Borrower to the SEC on Form 10‑K for the fiscal year ended December 31, 2022, including any amendments, changes, supplements or modifications thereto; provided that any amendment, change, supplement or modification thereto that (a) is, or could reasonably be expected to be, material and adverse to the Lenders and (b) was effected without the prior written consent of the Administrative Agent (with the approval of the Required Lenders) shall be deemed excluded from the definition of “Investment Policies” for purposes of this Agreement.

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

“IVP Supplemental Cap” has the meaning assigned to such term in Section 9.03(a).

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

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

“Lender Parties” means, collectively, the Lenders and the Issuing Bank.

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

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

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

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

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

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

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

“Local Time” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made.

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

“Material Adverse Change” has the meaning assigned to such term in Section 3.04(b).

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

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower and its Subsidiaries in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and the Subsidiaries would be required to pay if such Hedging Agreement were terminated at such time.

“Maturity Date” means April 23, 2025.

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

“MSCI” means MSCI Inc., or any successor thereto.

“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Syndicated Multicurrency Loans, and to acquire participations in Multicurrency Letters of Credit and Multicurrency Swingline Loans, denominated in Dollars and, in the case of Syndicated Multicurrency Loans and Multicurrency Letters of Credit, in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Multicurrency Commitment as of the Sixth Amendment Effective Date is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments on the Sixth Amendment Effective Date is $265,000,000.

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

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

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

“Multicurrency Loan” means a Loan made pursuant to Section 2.01(b).

“Multicurrency Swingline Loan” means a Swingline Loan that is made under the Multicurrency Commitments.

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

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

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

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

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“Non-Extended Loan” means Syndicated Loans made by a Non-Extending Lender.

“Non-Extending Lender” means any Lender that is not an Extending Lender, and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Commitment or to acquire Revolving Credit Exposure from any such Non-Extending Lender in which such assignee elected not to extend the maturity of any such Commitments so assigned; in each case, other than any such Person that ceases to be a party hereto pursuant to any Assignment and Assumption or otherwise in accordance with the terms hereof.

“OANDA Rate” means, means on any day, with respect to any currency, the rate at which such currency may be exchanged into another currency, which shall be the “Historical Exchange Rate” on the immediately prior day as determined by OANDA Corporation and made available on its website at http://www.oanda.com/convert/fxhistory; provided that, if at the time of the determination of such rate, no such rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

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

“OFAC” means the United States Treasury Department Office of Foreign Assets Control.

“Original Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of the Original Effective Date.

“Original Effective Date” means March 13, 2013.

“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 Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Covered Indebtedness” means, collectively, Secured Longer-Term Indebtedness, Secured Shorter-Term Indebtedness, Unsecured Shorter-Term Indebtedness, Excluded Convertible Debt and any Permitted SBIC Guarantee that has become not contingent or any guarantee by any Obligor of Indebtedness of an SBIC Subsidiary and that is not limited in recourse to such Obligor; provided that, subject to the immediately succeeding sentence, 100% of the aggregate principal amount of any Excluded Convertible Debt and 50% of the aggregate principal amount of any Specified Unsecured Shorter-Term Indebtedness shall be excluded from Other Covered Indebtedness until the date that is nine months prior to the maturity of such Excluded Convertible Debt or Specified Unsecured Shorter-Term Indebtedness, as applicable (the “Debt Trigger Date”), at which time (a) in the case of such Excluded Convertible Debt, the aggregate principal amount of such Excluded Convertible Debt shall be included in Other Covered Indebtedness in accordance with the following schedule: (i) on the applicable Debt Trigger Date, 10% of such aggregate principal amount, and (ii) on each monthly anniversary following such Debt Trigger Date, an additional 10% of such aggregate principal amount; and (b) in the case of such Unsecured Shorter-Term Indebtedness, the aggregate principal amount of such Specified Unsecured Shorter-Term Indebtedness shall be included in Other Covered Indebtedness in accordance with the following schedule: (i) on the applicable Debt Trigger Date, 55% of such aggregate principal amount, and (ii) on each

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monthly anniversary following such Debt Trigger Date, an additional 5% of such aggregate principal amount. Notwithstanding the foregoing, during the period from and after the date on which any Specified Unsecured Shorter-Term Indebtedness is incurred or issued and prior to the date on which no Excluded Convertible Debt remains outstanding, (a) 100% of the aggregate principal amount of any Excluded Convertible Debt shall be included in Other Covered Indebtedness and (b) 100% of the aggregate principal amount of any Specified Unsecured Shorter-Term Indebtedness shall be excluded from Other Covered Indebtedness.

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

“Other Secured Indebtedness” means Secured Longer-Term Indebtedness (or any Indebtedness that constituted Secured Longer-Term Indebtedness at the time it was designated as Designated Indebtedness under the Guarantee and Security Agreement).

“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 Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18, Section 2.19 or Section 9.02(d)).

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

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

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

“Payment Recipient” has the meaning assigned to such term in Section 9.20(a).

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

“Perfection Certificate” means a certificate in the form of Exhibit D or any other form approved by the Administrative Agent.

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“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Board-Approved Affiliate Transaction” means any transaction between the Borrower or any of its Subsidiaries, on the one hand, and any Affiliate of the Borrower, on the other hand (including any amendment, restatement, supplement or other modification of or waiver with respect to an Affiliate Agreement), that has been approved by a majority of the independent directors of the Board of Directors of the Borrower

“Permitted Convertible Note Hedge” means one or more call options, capped call options, call spread options or similar option transactions purchased by the Borrower to hedge its exposure with respect to the issuance and delivery of its obligations upon conversion of Convertible Debt permitted by Section 6.01(i).

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

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“Permitted SBIC Guarantee” means a guarantee by the Borrower of SBA Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that it shall be a breach of Section 6.13 if any such event or condition giving rise to such recourse occurs).

“Permitted Warrant” means any warrant or warrants to purchase Equity Interests of the Borrower issued by the Borrower substantially concurrently with a call spread option or similar option transaction of which a Permitted Convertible Note Hedge comprised a part.

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

“Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is or within the six-year period immediately preceding the Sixth Amendment Effective Date, was, (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning assigned to such term in Section 9.01(c).

“Portfolio Investment” means any Investment held by the Obligors in their asset portfolio and, solely for purposes of determining the Borrowing Base, Cash and Cash Equivalents.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Citibank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

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

“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.

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

“Quoted Investments” means Investments that are “Level 1” investments as defined under Accounting Standards Codification 820 in accordance with GAAP.

“Recipient” means (a) the Administrative Agent, (b) any Lender (c) the Issuing Bank and (d) the Swingline Lender, as applicable.

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

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

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

“Relevant Asset Coverage Ratio” means, as of any date, the Asset Coverage Ratio as of the last calendar day of the most recently ended fiscal quarter.

“Relevant Governmental Body” means (i) with respect to a Benchmark or Benchmark Replacement in respect of any Benchmark applicable to Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto, and (ii) with respect to a Benchmark Replacement for any Benchmark applicable to an Agreed Foreign Currency, (a) the central bank for such currency or any central bank or other supervisor which is responsible for supervising (1) such Benchmark or Benchmark Replacement for such currency or (2) the administrator of such Benchmark or Benchmark Replacement for such currency or (b) any working group or committee officially endorsed or convened by: (1) the central bank for such currency, (2) any central bank or other supervisor that is responsible for supervising either (x) such Benchmark or Benchmark Replacement for such currency or (y) the administrator of such Benchmark or Benchmark Replacement for such currency, or (3) the Financial Stability Board, or a committee officially endorsed or convened by the Financial Stability Board, or any successor thereto. Relevant Governmental Body shall include, but not be limited to, the Bank of Canada, with respect to CAD, and the European Central Bank, with respect to Euros.

“Repayment Date” means (a) in respect of the Non-Extended Loans and Non-Extending Lenders, each of (i) July 5, 2022, and the fifth day of each subsequent calendar month prior to the Existing Maturity Date and (ii) the Existing Maturity Date and (b) in respect of the Extended Loans and Extending Lenders, each of (i) May 23, 2024, and the twenty-third day of each subsequent calendar month prior to the Maturity Date and (ii) the Maturity Date.

“Required Lenders” means, at any time, Lenders having outstanding Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the aggregate outstanding amount of the total Revolving Credit Exposures and unused Commitments at such time. The Required Lenders of a Class (which shall include the terms “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders having Revolving Credit Exposures and/or unused Commitments of such Class representing more than 50% of the sum of the total outstanding Revolving Credit Exposures and/or unused Commitments of such Class at such time. Any determination of Required Lenders hereunder shall be made without taking into account the Revolving Credit Exposure or Commitment of any Defaulting Lender.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any U.K. Financial Institution, a U.K. Resolution Authority.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or

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termination of any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Borrower.

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

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

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

“RIC” means a person qualifying for treatment as a “regulated investment company” under the Code.

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

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions (at the time of the Seventh Amendment, Crimea, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person that is listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the European Union, the United Nations and His Majesty’s Treasury, (b) any Person organized or resident in a Sanctioned Country or (c) any Person owned fifty percent or more or controlled by any such Person.

“Sanctions” means, at any time, economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the European Union, the United Nations and His Majesty’s Treasury.

“SBA” means the United States Small Business Administration.

“SBIC Equity Commitment” means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary in connection with its incurrence of SBA Indebtedness; provided that such contribution is permitted by Section 6.03(d).

“SBIC Subsidiary” means any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the only material asset of such general partner or managing entity is its Equity Interest in the SBIC Subsidiary) of the Borrower licensed as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) and which is designated by the Borrower (as provided

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below) as an SBIC Subsidiary, so long as (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary: (i) is Guaranteed by any Obligor (other than a Permitted SBIC Guarantee), (ii) is recourse to or obligates any Obligor in any way (other than in respect of any SBIC Equity Commitment or Permitted SBIC Guarantee), or (iii) subjects any property of any Obligor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than Equity Interests in any SBIC Subsidiary pledged to secure such Indebtedness, and (b) no Obligor has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied with the foregoing conditions.

“SEC” means the Securities and Exchange Commission.

“Second Currency” has the meaning assigned to such term in Section 9.11.

“Secured Longer-Term Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of the Borrower (which may be Guaranteed by Subsidiary Guarantors) that (a) has no scheduled principal payments prior to, and a final maturity date not earlier than, six months after the Maturity Date, (b) in the Borrower’s good faith judgment, is incurred pursuant to documentation that is substantially comparable to market terms for substantially similar debt of other similarly situated borrowers (other than financial covenants, covenants regarding the borrowing base, if any, and portfolio valuations, and events of default which shall be no more restrictive upon the Borrower and its Subsidiaries than those set forth in this Agreement) and (c) is not secured by any assets of any Obligor other than pursuant to the Security Documents and the holders of which have agreed, in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent, to be bound by the provisions of the Security Documents.

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

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

“Secured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of the Borrower or any Subsidiary that is secured by any assets of any Obligor and that does not constitute Secured Longer-Term Indebtedness and (b) any Indebtedness that is designated as “Secured Shorter-Term Indebtedness” pursuant to Section 6.11(a).

“Security Documents” means, collectively, the Guarantee and Security Agreement, all Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered on or after December 6, 2006 by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations under the Guarantee and Security Agreement.

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“Senior Coverage Ratio” means the ratio of (A) the aggregate fair value (with regard to Portfolio Investments, the Value as determined in accordance with Section 5.12(b)(ii)) of the Collateral of the Obligors; provided that, solely for the purpose of calculating the Senior Coverage Ratio, the aggregate Value of the Collateral that represents the Equity Interests in Gordon Brothers Finance Company, BCIC Senior Loan Partners, LLC and all other SPE Subsidiaries shall be limited to the lesser of (x) 50% of the Value as determined in accordance with Section 5.12(b)(ii) and (y) $125,000,000 to (B) the Covered Debt Amount.

“Seventh Amendment” means the Seventh Amendment dated as of the Seventh Amendment Effective Date, to this Agreement.

“Seventh Amendment Effective Date” means the “Amendment Effective Date”, as defined in the Seventh Amendment, which date is April 26, 2023.

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

“Sixth Amendment” means the Sixth Amendment dated as of the Sixth Amendment Effective Date, to this Agreement.

“Sixth Amendment Effective Date” means the “Amendment Effective Date”, as defined in the Sixth Amendment, which date is April 23, 2021.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

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

“SOFR Borrowing” means a Borrowing comprised of SOFR Loans.

“SOFR Loan” means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate, other than pursuant to clause (c) of the definition of “Alternate Base Rate”. All SOFR Loans shall be denominated in Dollars.

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

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

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

(c) to which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings.

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

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

“Specified Currency” has the meaning assigned to such term in Section 9.11.

“Specified Debt” means any portion of unsecured Indebtedness of the Borrower described in clause (a) or (b) of the definition of Indebtedness incurred or assumed from and after the Original Effective Date that (i) matures or comes due more than six months after the Maturity Date, (ii) is not required to be prepaid, redeemed or purchased by the Borrower or any of its Subsidiaries at any time on or before the date six months after the Maturity Date (except for regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness), (iii) cannot be accelerated in circumstances that would not constitute an Event of Default, (iv) is accounted for by the Borrower on a fair value basis pursuant to Financial Accounting Standard No. 159 or by application of Financial Accounting Standard No. 14l(R) and (v) the Borrower elects to treat as Specified Debt; provided that the Borrower shall not be permitted to revoke or rescind any such election.

“Specified Place” has the meaning assigned to such term in Section 9.11.

“Specified Unsecured Shorter-Term Indebtedness” means Unsecured Shorter-Term Indebtedness issued or incurred after the Sixth Amendment Effective Date.

“Standard Securitization Undertakings” means, collectively, (a) customary arm’s-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness of the associated account debtors or loan obligors) and (c) representations, warranties,

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covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in accounts receivable or loan securitizations.

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

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include (i) any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP as in effect on the date of determination hereunder, consolidated on the financial statements of the Borrower and its Subsidiaries, (ii) any Person that now or hereafter constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP as in effect on the date hereof, consolidated on the financial statements of the Borrower and its Subsidiaries or (iii) any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP as in effect on the date of any Obligor’s acquisition of such Investment, consolidated on the financial statements of the Borrower and its Subsidiaries (notwithstanding that any such Person described in the preceding clause (ii) or (iii) is subsequently required to be consolidated on the financial statements of the Borrower as a result of any change in GAAP (or any change in the application or interpretation of GAAP by the Borrower’s auditors) after the date hereof or the date of the Borrower’s investment in such Person, as the case may be), in each case other than any such Person which the Borrower has caused to become a Subsidiary Guarantor; provided that (A) any such Investment that is required to be consolidated for purposes of measuring compliance with the Investment Company Act or any other applicable requirement of law will be consolidated for purposes of such measure, (but not for purposes of measuring compliance with any provision of Article VI hereof, other than with respect to the test set forth in the second sentence of Section 6.07(b) hereof), and (B) any Person that is deemed to not be a “Subsidiary” pursuant to the preceding clause (ii) or (iii) shall be treated as a Subsidiary for purposes of the financial statement delivery requirements set forth in Section 5.01(a) and (b), if required under GAAP at the time, but for no other purposes of this Agreement. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

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“Subsidiary Guarantor” means any Subsidiary that is a Guarantor under the Guarantee and Security Agreement.

“Swap Obligation” means, with respect to any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

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

“Swingline Lender” means Citibank, in its capacity as lender of Swingline Loans hereunder.

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

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

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system, which utilizes a single shared platform and which was launched on November 19, 2007 (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement), is open for the settlement of payments in Euro.

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

“Term SOFR” means,

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, 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 U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination

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Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, 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 U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“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.

“Transactions” means (a) the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, (b) the borrowing of Loans, (c) the use of the proceeds thereof and (d) the issuance (or deemed issuance) of Letters of Credit hereunder.

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

“U.K. Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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.

“U.K. Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any U.K. Financial Institution.

“U.S.” or “United States” means the United States of America.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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

“Unquoted Investments” means Investments other than Quoted Investments.

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“Unsecured Longer-Term Indebtedness” means any Indebtedness of the Borrower (which may be Guaranteed by Subsidiary Guarantors) that (a) has no scheduled principal payments prior to, and a final maturity date not earlier than, six months after the Maturity Date, (b) except with respect to Convertible Debt, in the Borrower’s good faith judgment, is incurred pursuant to documentation containing (i) covenants and events of default that are not materially more restrictive on the Borrower and its Subsidiaries than those set forth in this Agreement and the other Loan Documents or (ii) terms (including interest, amortization, covenants and events of default) that are substantially comparable to market terms for substantially comparable debt of similarly situated borrowers and (c) is not secured by any assets of any Obligor; provided that, notwithstanding the foregoing, the Excluded Convertible Debt shall continue to be deemed Unsecured Longer-Term Indebtedness despite the fact that the maturity date of the Excluded Convertible Debt is less than six months after the Maturity Date (so long as all other requirements of this definition are met).

“Unsecured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of the Borrower or any Subsidiary that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term Indebtedness (including Unsecured Longer-Term Indebtedness modified as permitted hereunder) and (b) any Indebtedness that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a); provided that, notwithstanding the foregoing, “Unsecured Shorter-Term Indebtedness” shall not include the Excluded Convertible Debt.

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

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

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

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

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Sections 4203 and 4205 in Part I of Subtitle E of Title IV of ERISA.

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

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any U.K. Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations

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of such 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.

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

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

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

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Standard No. 141(R) (or such successor standard solely as such successor standard relates to fair valuing liabilities); except in each case that for purposes of calculating compliance with the financial covenants in Section 6.07 after any such adoption, or for any period ending after any such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 (or successor standard solely as such successor standard relates to fair valuing liabilities) or Financial Accounting Standard No. 141(R) (or successor standard solely as such successor standard relates to fair valuing liabilities), as applicable. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Original Effective Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter.

SECTION 1.05. Currencies; Currency Equivalents.

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

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

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convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.

Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent and the Borrower may from time to time determine in good faith to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Sixth Amendment Effective Date; provided that the Administrative Agent shall provide the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Lenders an opportunity to respond to such proposed change; provided, further, that any such response shall not affect the effectiveness of any changes otherwise agreed to by the Administrative Agent and the Borrower in accordance with this paragraph.

SECTION 1.06. Treatment of Convertible Debt.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document (a) any settlement in respect of Convertible Debt to the extent made through the delivery of Equity Interests and/or payment of Cash does not constitute a Restricted Payment and (b) the conversion of Convertible Debt, the right of any or all of the holders thereof to trigger and/or settle such conversion or any triggering and/or settlement thereof or the triggering, exercise or settlement of any rights by any or all of the holders thereof to cause the Borrower to repurchase such Convertible Debt shall not (i) constitute a “scheduled principal payment” for purposes of clause (a) of the definition of “Unsecured Longer-Term Indebtedness”, and any cash payment made by the Borrower in respect thereof shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness” within the meaning of clause (a) of Section 6.12 or (ii) constitute an event or condition described in clause (h) of Article VII.

SECTION 1.07. Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.08. Rates.

The Administrative Agent does not warrant or accept responsibility for, and, in the absence of its gross negligence or willful misconduct (as determined in a final and non-appealable judgment in a court of competent jurisdiction), shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate, Term SOFR, the Adjusted CDOR Rate, the CDOR Rate, the Adjusted EURIBO Rate, the EURIBO Rate or any other rate

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set forth herein, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate, Term SOFR, the Adjusted CDOR Rate, the CDOR Rate, the Adjusted EURIBO Rate, the EURIBO Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the Adjusted Term SOFR Rate, the Adjusted Term SOFR Rate, Term SOFR, the Adjusted CDOR Rate, the CDOR Rate, the Adjusted EURIBO Rate, the EURIBO Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner that, while undertaken in good faith, may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, the Adjusted Term SOFR Rate, the CDOR Rate, the EURIBO Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service in the absence of its gross negligence or willful misconduct in the selection of any such information source or service (as determined in a final and non-appealable judgment in a court of competent jurisdiction).

ARTICLE II

THE CREDITS

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

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

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

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SECTION 2.02. Loans and Borrowings.

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

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

(c) Minimum Amounts. Each Borrowing (whether Eurocurrency, SOFR, ABR or Swingline) shall be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000; provided that a Syndicated ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by Section 2.05(f). Borrowings of more than one Class, Currency and Type may be outstanding at the same time; provided that no more than ten Eurocurrency Borrowings and SOFR Borrowings may be outstanding at the same time.

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

SECTION 2.03. Requests for Borrowings.

(a) Notice by the Borrower. To request a Syndicated Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (i) in the case of a SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, London time, three Business Days before the date of the proposed Borrowing or (iii) in the case of a Syndicated ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing (or, in each case, such later date or time as the Administrative Agent may otherwise agree). Each such Borrowing Request shall be (w) irrevocable, (x) given by hand delivery, telecopy or electronic mail to the Administrative Agent, (y) in a form approved by the Administrative Agent and (z) signed by the Borrower.

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

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

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

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

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

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

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

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

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

SECTION 2.04. Swingline Loans.

(a) Agreement to Make Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans under the Dollar Commitment or the Multicurrency Commitment to the Borrower from time to time during the Availability Period, in Dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans of both Classes exceeding the Dollar Equivalent of $50,000,000 (provided that, so long as Citibank is the Swingline Lender, Citibank shall not be required to issue Swingline Loans in an aggregate principal amount exceeding the Dollar Equivalent of $15,000,000,

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without the prior written consent of Citibank), (ii) the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments, (iii) the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or (iv) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) Notice of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telecopy or electronic mail not later than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency Commitments. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

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

Subject to the foregoing, each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.04(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments of the respective Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.04(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from

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the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.04(c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section 2.04(c) and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Section 2.04(c) shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.05. Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request the Issuing Bank to issue, at any time and from time to time during the Availability Period and under either the Dollar Commitments or Multicurrency Commitments, Letters of Credit denominated in Dollars or (in the case of Letters of Credit under the Multicurrency Commitments) in any Agreed Foreign Currency for its own account or the account of any of its Subsidiaries or portfolio companies (provided that the Borrower shall remain primarily liable to the Issuing Bank and the Lenders hereunder for the payment and reimbursement of all amounts payable in respect of such Letter of Credit) in such form as is acceptable to the Issuing Bank in its reasonable determination and for the benefit of such named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the applicable Commitments up to the aggregate amount available to be drawn thereunder.

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

(c) Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate LC Exposure of the Issuing Bank (determined for

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these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000 (or, so long as Citibank is the Issuing Bank, $15,000,000, without the prior written consent of Citibank), (ii) the total Revolving Dollar Credit Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Dollar Commitments, (iii) the total Revolving Multicurrency Credit Exposures (excluding, after the Existing Commitment Termination Date, Non-Extended Loans) shall not exceed the aggregate Multicurrency Commitments and (iv) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after such renewal or extension, so long as such renewal or extension occurs within three months of such then current expiration date) and (ii) the date that is five Business Days prior to the Commitment Termination Date; provided, however, that any Letter of Credit with a one-year term may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Commitment Termination Date) unless the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed; provided, further, however, that a Letter of Credit may expire after the date that is five Business Days prior to the Commitment Termination Date, subject to the Borrower’s obligation to cash collateralize such Letter of Credit as provided in the last paragraph of Section 2.09(a).

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

In consideration and in furtherance of the foregoing, each Lender of a Class hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit of such Class promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner

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as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

To the extent that the Borrower fails to deposit in the Letter of Credit Collateral Account the amount required by the last paragraph of Section 2.09(a), as and when so required, in respect of any outstanding Letters of Credit of any Class, each Lender of such Class hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for deposit in the Letter of Credit Collateral Account, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of such amount, promptly upon the request of the Issuing Bank or the Administrative Agent, and in any event on or prior to the Commitment Termination Date. Such payment shall be made in the same Currency or Currencies of the applicable amount or amounts that the Borrower is required to deposit in the Letter of Credit Collateral Account in respect of any such outstanding Letter of Credit to pursuant to Section 2.05(k). Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall hold such amount in the Letter of Credit Collateral Account in accordance with the provisions of Section 2.05(k). Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to paragraph (f) below, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to deposit cash collateral as required by the last paragraph of Section 2.09(a).

The obligation of the Lenders to fund participations acquired pursuant to this Section 2.05(e) with respect to Letters of Credit that expire after the Commitment Termination Date in accordance with Section 2.05(d) shall terminate on the Commitment Termination Date, subject to compliance with the previous paragraph.

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

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

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

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

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

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

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

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

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

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

(k) Cash Collateralization. If the Borrower shall be required to post collateral for LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) pursuant to Section 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, the Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent Cash denominated in the Currency of the Letter of Credit under which such LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) arises in an amount equal to the amount required under Section 2.09(a), Section 2.10(b), Section 2.10(c), Section 2.19 or the last paragraph of Article VII, as applicable. Such deposit (as well as any amounts deposited pursuant to

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the last paragraph of Section 2.05(e)) shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure (or, in the case of Section 2.19, the Issuing Bank’s Fronting Exposure) under this Agreement and thereafter for the payment of the Secured Obligations under the Guarantee and Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.19, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that (i) after giving effect to such return, there shall not be any LC Exposure that is not fully covered by the Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral, (ii) at the time of such return, no Default shall have occurred and be continuing and (iii) after giving effect to such return, the Borrower shall remain in compliance with its obligations to post cash collateral for LC Exposure hereunder.

(l) Reallocation of Participations. On the Existing Commitment Termination Date, if any LC Exposure exists at such time:

(i) all of such LC Exposure held by the Non-Extending Lenders shall be reallocated among the remaining Lenders in accordance with their respective Applicable Dollar Percentages or Applicable Multicurrency Percentages, as the case may be, but only to the extent (x) the sum of all Revolving Credit Exposures (other than Loans of Non-Extending Lenders) does not exceed the total of all Extending Lenders’ Commitments, (y) no Extending Lender’s Revolving Credit Exposure will exceed such Lender’s Commitment, and (z) the conditions set forth in Section 4.02 are satisfied at such time; and

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall on the Existing Commitment Termination Date prepay Loans in accordance with Section 2.10(a) in an amount such that after giving effect thereto, all LC Exposure of the Non-Extending Lenders could be reallocated in accordance with clause (i) above (whereupon such LC Exposure shall be so reallocated regardless of whether the conditions set forth in Section 4.02 are satisfied at such time).

SECTION 2.06. Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that Syndicated ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative

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Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this Section 2.06(b) shall relieve any Lender of its obligation to fulfill its commitments hereunder, and shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

SECTION 2.07. Interest Elections.

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

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

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hand delivery, telecopy or electronic mail to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

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

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

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

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

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

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

(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing or a SOFR Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a SOFR Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing no outstanding Eurocurrency Borrowing or SOFR Borrowing may have an Interest Period of more than one month’s duration.

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

(a) Scheduled Termination. Unless previously terminated, the Commitments of each Class shall terminate on the Commitment Termination Date; provided that the Commitments held by the Non-Extending Lenders shall terminate on the Existing Commitment Termination Date.

(b) Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of a Class shall be in an amount that is $5,000,000 (or, if less, the entire remaining amount of the Commitments of any Class) or a larger multiple of $5,000,000 in excess thereof and (ii) the

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Borrower shall not terminate or reduce the Commitments of either Class if, after giving effect to any concurrent prepayment of the Syndicated Loans of such Class in accordance with Section 2.10, the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class.

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

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

(e) Increase of the Commitments.

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

(A) the minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $25,000,000 or a larger multiple of $5,000,000 in excess thereof; provided that this clause (A) shall not be a condition to a Commitment Increase following any Lender’s delivery of a GBSA Notice;

(B) immediately after giving effect to such Commitment Increase, the total Commitments of all of the Lenders hereunder shall not exceed $325,000,000;

(C) each Assuming Lender shall be consented to by the Administrative Agent, the Swingline Lender and the Issuing Bank (each such consent not to be unreasonably withheld or delayed) and no Non-Extending Lender may participate in any Commitment Increase unless in connection therewith such Lender shall have agreed to become an “Extending Lender” under this Agreement;

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

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(E) the representations and warranties contained in this Agreement shall be true and correct in all material respects (other than any representation or warranty that is qualified by materiality or by reference to a Material Adverse Change, which representation or warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

No Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.08(e).

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

(x) the Administrative Agent shall have received on or prior to 12:00 noon, New York City time, on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied; and

(y) each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 12:00 noon, New York City time, on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.

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

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

(iv) Adjustments of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date, the Borrower shall (A) prepay the outstanding Syndicated Loans (if any) of the affected Class in full, (B) simultaneously borrow new Syndicated Loans of such Class hereunder in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book-entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed

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from such Lender and (y) the existing Lenders, the Increasing Lenders (if any) and the Assuming Lenders (if any) shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Syndicated Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under Section 2.15 as a result of any such prepayment. Concurrently therewith, the Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit and outstanding Swingline Loans of such Class so that such interests are held ratably in accordance with their Commitments of such Class as so increased.

SECTION 2.09. Repayment of Loans; Evidence of Debt.

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

(i) to the Administrative Agent, for the account of each Lender of each Class, on each Repayment Date in respect of such Lender, an amount (subject to adjustment as provided in Section 2.09(g)) equal to 1/12th of the aggregate principal amount of such Lender’s Syndicated Loans of such Class outstanding on the Existing Commitment Termination Date (with respect to the Non-Extending Lenders) or the Commitment Termination Date (with respect to the Extending Lenders) (in each case, after giving effect to any prepayment of Syndicated Loans of such Class on the Existing Commitment Termination Date or the Commitment Termination Date, as the case may be); provided that all Non-Extended Loans and Extended Loans outstanding on the Existing Maturity Date or the Maturity Date, respectively, shall be repaid on the Existing Maturity Date or the Maturity Date, respectively;

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

In addition, not less than five Business Days prior to the Commitment Termination Date, the Borrower shall deposit into the Letter of Credit Collateral Account (in accordance with Section 2.05(k)) Cash in an amount equal to 102% of the undrawn face amount of all Letters of Credit outstanding on the close of business on the date that is five Business Days prior to the Commitment Termination Date, such deposit to be held by the Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.

(b) Manner of Payment. Prior to any repayment or prepayment of any Borrowings of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of such Class to be paid and shall notify the Administrative Agent by telecopy or electronic mail of such selection not later than 12:00 noon, New York City time, three Business Days before the scheduled date of such repayment; provided that each repayment of Borrowings of a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely

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selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Syndicated Borrowing shall be applied ratably to the Loans included in such Borrowing.

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

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

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

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

(g) Application of Prepayments. Any prepayment pursuant to Section 2.10 of a Borrowing of any Class following the Existing Commitment Termination Date shall be applied ratably as between the then outstanding Non-Extended Loans and Extended Loans, and shall reduce the subsequent scheduled repayments of the Borrowings of such Class to be made pursuant to Section 2.09(a)(i) or (ii) in the manner specified by the Borrower in the applicable notice of prepayment (or, if no such specification is made therein, such prepayment shall reduce the subsequent scheduled repayments of the Borrowings of such Class ratably based on the amount of such scheduled repayments).

SECTION 2.10. Prepayment of Loans.

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

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

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

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

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

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

(c) Mandatory Prepayments or Cover due to Borrowing Base Deficiency. In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower shall prepay Loans (and provide cover for Letters of Credit as contemplated by Section 2.05(k)) or reduce Other Covered Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is immediately cured; provided that (i) the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment, cover and reduction of Other Covered Indebtedness and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent a plan reasonably feasible in the opinion of the Administrative Agent to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine and as are reasonably acceptable to the Administrative Agent), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period.

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(d) Mandatory Prepayments due to Non-Approved Change in Investment Policies. In the event that at any time the Borrower or any of its Subsidiaries shall amend, change, supplement or otherwise modify the Investment Policies in a manner that is, or that could reasonably be expected to be, material and adverse to the Lenders (and without the Borrower or such Subsidiary having obtained the consent referred to in clause (b) of the proviso to the definition of Investment Policies), the Borrower shall prepay the Loans then outstanding in full, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder; provided that no prepayment shall be required to the extent such amendment, change, supplement or modification is mandated by applicable law, rule or regulation (including the provisions of the Investment Company Act applicable to the Borrower and its Subsidiaries).

(e) Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telecopy or electronic mail of any prepayment hereunder (i) in the case of prepayment of a SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Syndicated Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Syndicated Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in Section 2.09(b).

SECTION 2.11. Fees.

(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue at a rate per annum equal to 0.400% on the average daily unused amount of the Dollar Commitment and the Multicurrency Commitment, as applicable, of such Lender during the period from and including the Original Effective Date to but excluding the earlier of the date such Commitment terminates and the Commitment Termination Date. Accrued commitment fees shall be payable within one Business Day after each Quarterly Date and on the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Syndicated Loans and LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).

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(b) Letter of Credit Fees. Subject to the provisions of Section 2.19(a)(iii), the Borrower agrees to pay (i) to the Administrative Agent for account of each Lender a participation fee with respect to its participations in Letters of Credit of each Class of Commitments, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on SOFR Loans on the average daily amount of such Lender’s LC Exposure of such Class (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date on which such Lender’s Commitment of such Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date; provided that (x) all such fees with respect to the Letters of Credit of a Class shall be payable on the date on which the Commitments of such Class terminate, (y) any such fees accruing after the date on which such Commitments terminate shall be payable on demand and (z) without duplication, with respect to any Letter of Credit that expires after the Commitment Termination Date as provided in Section 2.05(d), the Borrower shall continue to pay the fronting and other fees specified in Section 2.11(b)(ii) above following the Commitment Termination Date for so long as such Letter of Credit remains outstanding. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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

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

SECTION 2.12. Interest.

(a) ABR Loans. The Loans constituting each ABR Borrowing (including each Swingline Loan denominated in Dollars) shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin provided that in the case of Swingline Loans such interest rate shall be reduced by the commitment fee rate payable pursuant to Section 2.11(a).

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

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

(d) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above, (ii) in the case of overdue interest on any principal of any Loan, 2% plus the rate otherwise applicable to such principal as provided above and (iii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

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

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

(g) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes, in consultation with the Borrower, from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

SECTION 2.13. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to a then current Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark

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Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Borrower or the Lenders comprising the Required Lenders of each affected Class. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) Conforming Changes. In connection with the use, administration, adoption or implementation of any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective concurrently with written notice of the applicable Conforming Changes to the Borrower, which notice shall include a reasonably detailed description thereof, and without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.13(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then current Benchmark for amounts denominated in a given currency is a term rate (including the Term SOFR Reference Rate, the Adjusted CDOR Rate or the Adjusted EURIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor with respect to such Benchmark and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for such Benchmark (including a Benchmark Replacement therefor) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for such Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for amounts denominated in the applicable Currency at or after such time to reinstate such previously removed tenor for such Benchmark.

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(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for Dollars, the Borrower may revoke any request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. With respect to amounts denominated in Dollars, during any Benchmark Unavailability Period or at any time that a tenor for the then current Benchmark is not an Available Tenor, to the extent a component of the Alternate Base Rate is based upon the then current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any Agreed Foreign Currency, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in such Agreed Foreign Currency shall be suspended (to the extent of the affected Borrowings or Interest Periods) and any outstanding affected Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the end of the applicable Interest Period; provided, however, if such Loan is not so prepaid, it shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such Loan).

SECTION 2.14. Increased Costs.

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

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

(ii) subject any Recipient to any Taxes (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; or

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

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

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

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

(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.14 for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

(e) Notwithstanding anything contained herein to the contrary, a Lender or the Issuing Bank shall not be entitled to any compensation pursuant to this Section 2.14 unless such Lender or the Issuing Bank, as applicable, certifies in writing that it is imposing such charges or requesting such compensation from borrowers (similarly situated to the Borrower) under comparable syndicated credit facilities as a matter of general practice and policy.

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

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expense attributable to such event (excluding in any event, loss of anticipated profits). In the case of a SOFR Loan or Eurocurrency Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of:

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

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

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

SECTION 2.16. Taxes.

(a) Issuing Bank. For purposes of this Section 2.16, the term “Lender” includes the Issuing Bank.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan 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 the Borrower 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.

(c) Payment of Other Taxes. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within ten days after written 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) payable

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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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.16, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the 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 the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

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

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

(I) 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 Loan Document, executed originals 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 Loan 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;

(II) executed originals of IRS Form W-8ECI;

(III) 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 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals 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 or Exhibit E-3, 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 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 Borrower and the Administrative Agent (in such number of copies as shall be

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requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan 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 Withholding Agent at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Sixth Amendment Effective Date and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

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

(h) Treatment of Certain Refunds. If any party 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 2.16 (including by the payment of additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party 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.

(i) Survival. Each party’s obligations under this Section 2.16 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,

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the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(j) FATCA. For purposes of this Section 2.16, the term “applicable law” includes FATCA.

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

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m. (New York City time) on the date when due, in immediately available funds, without set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Bank or the Swingline Lender as expressly provided herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

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

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

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the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.

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

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

(e) Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may (but shall not be required to) assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be,

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severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

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

SECTION 2.18. Mitigation Obligations; Replacement of Lenders.

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

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

SECTION 2.19. Defaulting Lender Provisions. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a

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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. The Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders. Required Dollar Lenders and Required Multicurrency Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms 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 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17(d) shall not be paid or distributed to such Defaulting Lender, but shall instead 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 Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the procedures set forth in Section 2.05(k); fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the procedures set forth in Section 2.05(k); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans of the applicable Class are held by the Lenders pro rata in accordance with the Dollar Commitments or Multicurrency Commitments, as applicable, without

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giving effect to Section 2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and such Defaulting Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee under Section 2.11(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive participation fees under Section 2.11(b) in respect of its participations in Letters of Credit of either Class for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Dollar Percentage or Applicable Multicurrency Percentage, as applicable, of the stated amount of the Letters of Credit of such Class for which it has provided cash collateral pursuant to Section 2.05(k).

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

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Exposure and Swingline Exposure of each Class shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Dollar Percentages or Applicable Multicurrency Percentages (calculated without regard to such Defaulting Lender’s Commitment of the applicable Class), as applicable, but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation, and (y) such reallocation does not cause the aggregate Revolving Dollar Credit Exposure or Revolving Multicurrency Credit Exposure, as applicable, of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Dollar Commitment or Multicurrency Commitment, as applicable. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in Section 2.19(a)(iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline

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Loans in an amount equal to the Swingline Lender’s Fronting Exposure on account of such Defaulting Lender and (y) second, cash collateralize the Issuing Bank’s Fronting Exposure on account of such Defaulting Lender in accordance with the procedures set forth in Section 2.05(k).

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

(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend, extend, renew or increase any Letter of Credit, in each case of the Class or Classes with respect to which such Defaulting Lender participates, to the extent that the reallocation described in Section 2.19(a)(iv) cannot be effected or cash collateral has not been provided by the Borrower in accordance with Section 2.19(a)(v).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

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

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

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affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

SECTION 3.04. Financial Condition; No Material Adverse Change.

(a) Financial Statements. The Borrower has heretofore delivered to the Lenders the audited consolidated statement of assets and liabilities and statements of operations, changes in net assets and cash flows of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2020, reported on by Deloitte & Touche LLP, independent public accountants, in the form of the report of the Borrower to the SEC on Form 10-K for such year, which financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such period in accordance with GAAP.

(b) No Material Adverse Change. Since December 31, 2020, there has not been any Material Adverse Effect.

SECTION 3.05. Litigation.

(a) Actions, Suits and Proceedings. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Disclosed Matters. Since the Sixth Amendment Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

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

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(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) To the extent applicable, the Borrower and each other Subsidiary and, to the knowledge of the Borrower, their respective directors, officers, agents, employees or Affiliates, are in compliance with all Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions. None of the Borrower or any Subsidiary nor, to the knowledge of the Borrower, any of their directors, officers, agents, employees or Affiliates, (i) is a Sanctioned Person, (ii) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, in violation of applicable Sanctions, (iii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Sanctions, in violation of applicable Sanctions, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purposes of evading or avoiding, or attempts to violate any Anti-Terrorism Laws. No part of the proceeds of any Loans will be used, directly or indirectly, or otherwise made available in violation of any Anti-Terrorism Laws, Sanctions or Anti-Corruption Laws (including the United States Foreign Corrupt Practices Act of 1977), in each case applicable to any party hereto. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions, in each case, to the extent applicable to the business of the Borrower and its Subsidiaries.

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

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

SECTION 3.09. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished), when taken together with the Borrower’s public filings, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only

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that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.10. Investment Company Act; Margin Regulations.

(a) Status as Business Development Company. The Borrower is a company that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

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

(c) Investment Policies. The Borrower is in compliance with its Investment Policies, except to the extent that the failure to so comply could not reasonably be expected to be material and adverse to the Lenders.

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

SECTION 3.11. Material Agreements and Liens.

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

(b) Liens. As of the Original Effective Date, Part B of Schedule II is a complete and correct list of each Lien (other than Permitted Liens and Liens created pursuant to the Security Documents) securing outstanding Indebtedness of any Person covering any property of the Borrower or any of its Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Original Effective Date is correctly described in Part B of Schedule II.

SECTION 3.12. Subsidiaries.

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

(b) [Reserved.]

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SECTION 3.13. Properties.

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

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

SECTION 3.14. Affiliate Agreements. As of the Sixth Amendment Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the SEC) to each of the Lenders true and complete copies of each of the Affiliate Agreements (including schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Sixth Amendment Effective Date, each of the Affiliate Agreements is in full force and effect.

ARTICLE IV

CONDITIONS

SECTION 4.01. Original Effective Date. The effectiveness of this Agreement and of the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):

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

(b) Opinion of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Original Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

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

(d) Officer’s Certificate. A certificate, dated the Original Effective Date and signed by

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the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the clauses (a) and (b) of the first sentence of Section 4.02.

(e) Perfection Certificate and Liens. A completed Perfection Certificate dated the Original Effective Date signed by a Financial Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a recent lien search in each relevant jurisdiction with respect to the Borrower and its Subsidiaries, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security Documents and revealing no liens on any of the assets of the Borrower or its Subsidiaries except for liens permitted under Section 6.02 and Liens to be discharged on or prior to the Original Effective Date pursuant to documentation satisfactory to the Administrative Agent.

(f) Collateral and Guarantee Requirement. Clauses (a), (b), (c), (d) and (e) of the Collateral and Guarantee Requirement shall have been satisfied to the extent applicable as of such date. The Collateral Agent shall have received a counterpart of an agreement, signed on behalf of the Borrower and each Subsidiary Guarantor, reaffirming its obligations and the Liens granted by it under the Guarantee and Security Agreement after giving effect to the Transactions.

(g) Borrowing Base Certificate. The Borrowing Base Certificate most recently required to be delivered under the Original Credit Agreement.

(h) Payment of Amounts Owing under Original Credit Agreement. All amounts outstanding or accrued and owing under the Original Credit Agreement (including any outstanding Borrowings) shall have been (or will, concurrently with the effectiveness of this Agreement, be) paid, it being understood that such payments may be funded pursuant to concurrent borrowings under this Agreement on the Original Effective Date made in accordance with this Agreement.

(i) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to Citibank may reasonably request.

The effectiveness of this Agreement and of the obligation of each Lender to make its initial extension of credit hereunder is also subject to the payment by the Borrower of such fees as the Borrower shall have agreed to pay to any Lender, any Arranger or the Administrative Agent in connection herewith, including the reasonable and documented fees and expenses of Cravath, Swaine & Moore LLP, special New York counsel to the Administrative Agent and the Arrangers, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower), in each case for which invoices have been presented.

The Administrative Agent shall notify the Borrower and the Lenders of the Original Effective Date, and such notice shall be conclusive and binding.

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

(a) the representations and warranties of the Borrower set forth in this Agreement and in

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the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;

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

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

Each Borrowing (other than conversions and continuations of Loans that do not result in an increase in the Revolving Credit Exposure) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated (or cash collateralized in accordance with Sections 2.05(k) and 2.09(a)) and all LC Disbursements (if the related Letters of Credit have not been so cash collateralized) shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

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

(a) within 90 days after the end of each fiscal year of the Borrower, the audited consolidated statement of assets and liabilities and related statements of operations, changes in net assets and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except as set forth therein); provided that the requirements set forth in this clause (a) may be fulfilled by filing on a publicly available website of the Borrower or the SEC (e.g., “EDGAR”) the report of the Borrower to the

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SEC on Form 10‑K for the applicable fiscal year;

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

(c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations to demonstrate whether the Borrower is in compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07, (iii) stating whether any material change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the most recent audited financial statements delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) providing a reconciliation of any difference between the assets and liabilities of the Borrower and its consolidated Persons presented in such financing statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the financial covenants set forth in Section 6.07 of this Agreement and (v) providing notice of any election of Specified Debt;

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

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

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

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Borrower or any of its Subsidiaries delivered by such accountants to the management or Board of Directors of the Borrower;

(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be; provided that the requirements set forth in this clause (g) may be fulfilled by filing the same on a publicly available website of the Borrower or the SEC (e.g., “EDGAR”) the report of the Borrower to the SEC on Form 10‑Q, Form 10-K or Form 8-K, as applicable;

(h) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the Borrower or its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from the such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

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

(j) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, (i) the cost basis of such Portfolio Investment, (ii) the proceeds received with respect to such Portfolio Investment representing repayments of principal, and (iii) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties;

(k) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the aggregate amount of all capitalized paid-in-kind interest for such Portfolio Investment during the most recently ended fiscal quarter and (ii) the aggregate amount of all paid-in-kind interest collected during the most recently ended fiscal quarter;

(l) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment, (i) the amortized cost of each Portfolio Investment as of the end of such fiscal quarter, (ii) the fair market value of each Portfolio Investment as of the end of such fiscal quarter, and (iii) the unrealized gains or losses as of the end of such fiscal quarter;

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(m) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule prepared in accordance with GAAP setting forth in reasonable detail with respect to each Portfolio Investment the change in unrealized gains and losses for such quarter. Such schedule will report the change in unrealized gains and losses with respect to each Portfolio Investment by showing the unrealized gain or loss for each Portfolio Investment as of the last day of the preceding fiscal quarter compared to the unrealized gain or loss for such Portfolio Investment as of the last day of the most recently ended fiscal quarter; and

(n) within 5 Business Days of the due date set forth in Section 5.01(a) or (b) for any quarterly or annual financial statements, as the case may be, a schedule setting forth any subsidiary that is consolidated on such financial statements but is excluded as a “Subsidiary” for purposes of this Agreement pursuant to the second sentence of the definition thereof.

Notwithstanding anything to contrary contained herein, the Borrower shall not be required to provide any documents or other information pursuant to Section 5.01(i) if (i) the provision thereof would, or would reasonably be expected to, (x) result in the loss of attorney-client privilege and (y) result in a breach, default or termination of any contractual obligation binding on the Borrower or any of its Subsidiaries or (ii) such document or information consists of attorney work product or contains proprietary information or trade secrets; provided that the Borrower shall notify the Administrative Agent that it is withholding such document or other information in accordance with this sentence.

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

(a) the occurrence of any Default;

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

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

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

(e) the occurrence of any change in the identity of the investment advisor for the Borrower.

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

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to

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the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

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

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

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

(a) Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep, or cause to be kept, books of record and account in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that the Borrower or such Subsidiary shall be entitled to have its representatives and advisors present during any inspection of its books and records.

(b) Audit Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s computation of the Borrowing Base and the assets included in the Borrowing Base, all at such reasonable times and as often as reasonably requested. The Borrower shall pay the reasonable fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation or appraisal during such calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base to the extent required by the Administrative Agent or the Required Lenders as a result of any such evaluation or appraisal; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower shall be permitted to re-adjust its computation of the Borrowing Base.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including all Environmental Laws, and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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Without limiting the generality of the foregoing, the Borrower will, and will cause its Subsidiaries to, conduct its business and other activities in compliance in all material respects with the applicable provisions of the Investment Company Act (including, without limiting the foregoing, Section 18(a)(1)(A) and any applicable “asset coverage” maintenance requirement) and any applicable rules, regulations or orders issued by the SEC thereunder, and all applicable Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions.

SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances.

(a) New Subsidiaries. In the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary or a Financing Subsidiary for so long as such entity remains an Immaterial Subsidiary or a Financing Subsidiary), such Subsidiary shall become a Subsidiary Guarantor and the Borrower will cause the entire Collateral and Guarantee Requirement to be satisfied by and with respect to such Subsidiary.

(b) Further Assurances. (i) The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement. Without limiting the generality of the foregoing, the Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time as may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Obligors. The Borrower also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(ii) To the extent not otherwise publicly filed with the SEC, the Borrower shall provide the Administrative Agent with a copy of any amendment, supplement or modification to its Investment Policies as soon as practicable after its adoption.

SECTION 5.09. Use of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower and its Subsidiaries, including the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of secured and unsecured leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other Portfolio Investments and as otherwise specified in this Agreement; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be used in violation of applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock, or with the proceeds of equity capital of the Borrower. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or any Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws or Anti-Terrorism Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of

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applicable Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.10. Status of RIC and BDC. The Borrower shall at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act.

SECTION 5.11. Investment Policies. The Borrower shall at all times be in compliance with its Investment Policies, except to the extent that the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.12. Portfolio Valuation and Diversification, Etc.

(a) Industry Classification Groups. For purposes of this Agreement, the Borrower shall in its reasonable determination assign each Portfolio Investment to an Industry Classification Group. To the extent that any Portfolio Investment is not correlated with the risks of other Portfolio Investments in an Industry Classification Group established by S&P or MSCI, such Portfolio Investment may be assigned by the Borrower to the Industry Classification Group that is most closely correlated to such Portfolio Investment. In the absence of any correlation, the Borrower shall be permitted, upon notice to the Administrative Agent and each Lender to create up to three additional industry classification groups for purposes of this Agreement.

(b) Portfolio Valuation, Etc.

(i) Settlement Date Basis. Solely for purposes of determining the Borrowing Base, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled); provided that no such investment shall be included as a Portfolio Investment unless it has been paid for in full. This paragraph (b)(i) is not intended to require the Borrower to reflect investment transactions on a settlement-date basis in any financial statements or books of record or other documents required to be prepared in accordance with GAAP if doing so would cause such financial statements, books of record or other documents to fail to be in accordance with GAAP.

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

(A) Quoted Investments—External Review. With respect to each Portfolio Investment that is a Quoted Investment, the Borrower shall, not less frequently than once each calendar month, determine the market value of such Portfolio Investments in accordance with its Investment Policies; provided that such determinations shall be required not less frequently than once each calendar week at any time that, and for so long as, Quoted Investments compose at least 10% of the Borrowing Base.

(B) Unquoted Investments—External Review. With respect to each Portfolio Investment that is an Unquoted Investment, the Borrower shall request an Approved

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Third-Party Appraiser to assist the Board of Directors of the Borrower in determining the fair market value of such Portfolio Investment, as at the last day of each fiscal quarter; provided that the Board of Directors of the Borrower shall be permitted to determine the fair market value of such Portfolio Investments without the assistance of any Approved Third-Party Appraiser for Portfolio Investments representing no more than 10% of the Borrowing Base at any time of determination; provided, further, that the Value of any Unquoted Investment acquired during a fiscal quarter shall be deemed to be no more than the cost of such Unquoted Investment until such time as the fair market value of such Unquoted Investment is determined in accordance with the foregoing provisions of this sub-clause (B) as at the last day of such fiscal quarter or, as applicable, fiscal year.

(C) Internal Review. The Borrower shall use commercially reasonable efforts to conduct internal reviews of all Portfolio Investments in accordance with the Borrower’s valuation policies and procedures, as disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Portfolio Investments shall be reviewed on a weekly basis and formal meetings to discuss Portfolio Investments shall take place no less frequently than once per quarter. Such internal reviews shall take into account any material events of which the Borrower has knowledge that affect the value of the Portfolio Investments. If the value of any Portfolio Investment as most recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(C) is lower than the value of such Portfolio Investment as most recently determined pursuant to Section 5.12(b)(ii)(A) or (B), such lower value shall be deemed to be the “Value” of such Portfolio Investment for purposes hereof.

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

(i) On a specific date to be determined following the end of each fiscal quarter to be reasonably agreed by the Borrower and the Administrative Agent, but in no case within thirty (30) days prior to the last day of any fiscal quarter (each such date, a “Valuation Testing Date”), the Administrative Agent, through an independent valuation provider selected by the Administrative Agent (the “Independent Valuation Provider”), will test the values as of such Valuation Testing Date determined pursuant to Section 5.12(b)(ii) above of those Portfolio Investments included in the Borrowing Base selected by the Administrative Agent. The fair value of such Portfolio Investments tested as of any Valuation Testing Date shall be equal to or greater than the Tested Amount (as defined below).

(ii) For purposes of this Agreement, the “Tested Amount” shall be equal to the greater of: (A) an amount equal to (1) 125% of the Covered Debt Amount (as of the applicable Valuation Testing Date) minus (2) the sum of the values of all Quoted Investments included in the Borrowing Base (as of the applicable Valuation Testing Date) and (B) 10% of the aggregate value of all Unquoted Investments included in the Borrowing Base; provided, however, in no event shall more than 25% of the aggregate value of the Unquoted Investments in the Borrowing Base

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be tested by the Independent Valuation Provider in respect of any applicable Valuation Testing Date (or, if clause (B) applies, 10%, or as near thereto as reasonably practicable).

(iii) With respect to any Portfolio Investment, if the value of such Portfolio Investment determined by the Borrower pursuant to Section 5.12(b)(ii) is not more than the lesser of (A) 110% of the midpoint of the valuation range provided by the Independent Valuation Provider and (B) five (5) points more than the midpoint of the valuation range (expressed as a percent of par) provided by the Independent Valuation Provider (provided that the value of such Portfolio Investment is customarily quoted as a percentage of par, otherwise this clause (B) shall not be applicable), then the value for such Portfolio Investment determined by the Borrower in accordance with Section 5.12(b)(ii) shall continue to be used as the “Value” for purposes of this Agreement. If the value of any Portfolio Investment determined by the Borrower pursuant to Section 5.12(b)(ii) is greater than the lesser of the values set forth in clause (iii)(A) and (B) (to the extent applicable), then for such Portfolio Investment, the “Value” for purposes of this Agreement shall become the lesser of (x) the highest value of the valuation range provided by the Independent Valuation Provider, (y) five (5) points more than the midpoint of the valuation range (expressed as a percent of par) provided by the Independent Valuation Provider (provided that the value of such Portfolio Investment is customarily quoted as a percentage of par, otherwise this clause (y) shall not be applicable) and (z) 110% of the midpoint of the valuation range provided by the Independent Valuation Provider. Any values determined by the Independent Valuation Provider pursuant to this Section 5.12(c) or Section 5.12(d) shall be used solely for purposes of determining the “Value” of a Portfolio Investment under this Agreement and shall not be required to be used by the Borrower for any other purposes, including, without limitation, the delivery of financial statements or determinations of the fair value of any asset as required under Accounting Standards Codification 820 and the Investment Company Act.

(d) Supplemental Testing of Values.

(i) Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at any time have the right to request, upon reasonable notice to the Borrower and at reasonable times and intervals, any Portfolio Investment included in the Borrowing Base with a value determined by the Borrower pursuant to Section 5.12(b)(ii) to be independently tested by the Independent Valuation Provider. There shall be no limit on the number of such tests that may be requested by the Administrative Agent. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Section 5.12(d) in an aggregate amount in excess of the IVP Supplemental Cap in any 12-month period.

(ii) If (A) the value determined by the Borrower pursuant to Section 5.12(b)(ii) is less than the value determined by the Independent Valuation Provider, then the value determined by the Borrower pursuant to Section 5.12(b)(ii) shall continue to be used as the “Value” for purposes of this Agreement and (B) the value determined by the Borrower pursuant to Section 5.12(b)(ii) is greater than the value determined by the Independent Valuation Provider and the difference between such values is: (x) less than 5% of the value determined by the Borrower pursuant to Section 5.12(b)(ii), then the value determined by the Borrower pursuant to Section 5.12(b)(ii) shall continue to be the “Value” for purposes of this Agreement; (y) between 5% and 20% of the

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value determined by the Borrower pursuant to Section 5.12(b)(ii), then the “Value” of such Portfolio Investment for purposes of this Agreement shall become the average of the value determined by the Borrower pursuant to Section 5.12(b)(ii) and the value determined by such Independent Valuation Provider; and (z) greater than 20% of the value determined by the Borrower pursuant to Section 5.12(b)(ii), then the Borrower and the Administrative Agent shall retain an additional third-party appraiser to conduct a valuation of such Portfolio Investment and, upon the completion of such appraisal, the “Value” of such Portfolio Investment for purposes of this Agreement shall become the average of the three valuations (with the average of the Independent Valuation Provider’s value and the Borrower’s value to be used as the “Value” until the third value is obtained).

(iii) The Value of any Portfolio Investment for which the Independent Valuation Provider’s value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider.

(e) Generally Applicable Valuation Provisions.

(i) The Independent Valuation Provider shall apply a recognized valuation methodology that is commonly accepted in the Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower.

(ii) All valuations shall be on a settlement date basis. The Value of any Portfolio Investment determined in accordance with this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is subsequently determined in good faith in accordance with this Section 5.12.

(iii) The values determined by the Independent Valuation Provider shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof.

(iv) All tests by the Independent Valuation Provider shall be conducted in a manner not disruptive to the business of the Borrower. The Administrative Agent shall notify the Borrower of its receipt of the final results of any such test promptly upon its receipt thereof (but shall not provide a copy of such results to any Obligor). Notwithstanding the foregoing, the Administrative Agent shall provide a copy of such results and the related report to the Borrower or any Lender promptly upon the Borrower’s or such Lender’s request.

(f) Diversification Requirements. The Borrower will, and will cause its Subsidiaries (other than Financing Subsidiaries that are exempt from the provisions of the Code applicable to RIC’s), subject to applicable grace periods set forth in the Code, to comply with the portfolio diversification and similar requirements set forth in the Code applicable to RIC’s.

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

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(i) if, as of such date, the Relevant Asset Coverage Ratio is (A) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities, in accordance with GAAP, that exceeds 6% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 50% of the Advance Rate otherwise applicable; (B) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP, that exceeds 5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 50% of the Advance Rate otherwise applicable or (C) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP, that exceeds 4% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 50% of the Advance Rate otherwise applicable;

(ii) if, as of such date, the Relevant Asset Coverage Ratio is (A) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities, exceeding 12% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (B) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities, exceeding 10% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0% or (C) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities, exceeding 8% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;

(iii) if, as of such date, the Relevant Asset Coverage Ratio is (A) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 25% figure shall be increased to 27.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 27.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%; (B) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 22.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 22.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%; and (C) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 15% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; provided that, with respect to the Portfolio Investments in a single Industry Classification Group from time to time designated by the

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Borrower to the Administrative Agent, such 15% figure shall be increased to 17.5% and, accordingly, only to the extent that the Value for such single Industry Classification Group exceeds 17.5% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall the Advance Rate applicable to such excess Value be 0%;

(iv) if, as of such date, the Relevant Asset Coverage Ratio is (A) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments, (B) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (C) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments;

(v) if, as of such date, the Relevant Asset Coverage Ratio is (A) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments or (B) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;

(vi) if, as of such date, (A)(1) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (a)(vi), the “Gross Borrowing Base”) is less than 1.5 times the Covered Debt Amount and (2) the Relevant Asset Coverage Ratio is less than 2.00:1:00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than (i) 50%, if prior to July 1, 2021 or (ii) 60%, if on or after July 1, 2021, in each case, of the Borrowing Base, (B)(1) the Gross Borrowing Base is less than 1.5 times the Covered Debt Amount and (2) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than (i) 65%, if prior to July 1, 2021 or (ii) 75%, if on or after July 1, 2021, in each case, of the Borrowing Base, (C)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Covered Debt Amount and (2) the Relevant Asset Coverage Ratio is less than 2.00:1.00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 40% of the Borrowing Base or (D)(1) the Gross Borrowing Base is greater than or equal to 1.5 times the Covered Debt Amount and (2) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than (i) 50%, if prior to July 1, 2021 or (ii) 60%, if on or after July 1, 2021, in each case, of the Borrowing Base;

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(vii) the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments attributable to common equity, warrants, Investments that are not Performing and Portfolio Investments where less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash, exceeding 20% of the Borrowing Base shall be 0%;

(viii) no Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein;

(ix) the Advance Rate applicable to that portion of the Value of the Portfolio Investments attributable to any investment in a Financing Subsidiary shall be 0%; and

(x) the Advance Rate applicable to that portion of the Value of the Portfolio Investments listed on Schedule 5.13 shall be 0%.

To avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent underlying Portfolio Investment information available on the same date as the most recent quarterly valuation determined in accordance with the valuation procedures set forth in Section 5.12(b)(ii)(B).

(b) As used herein, the following terms have the following meanings:

“Advance Rate” means, as to any Portfolio Investment and subject to adjustment as provided in Section 5.13(a)(i) through (ix) (other than clause (vi)) and as provided below based on the Relevant Asset Coverage Ratio as of such date, the following percentages with respect to such Portfolio Investment:


	Relevant Asset Coverage Ratio >2.00:1:00		2.00:1:00 >Relevant Asset Coverage Ratio >1.75:1.00		1.75:1:00 >Relevant Asset Coverage Ratio > 1.50:1.00
Portfolio Investment	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted
Cash, Cash Equivalents and Short-Term U.S. Government Securities	100%	n.a.	100%	n.a.	100%	n.a.
Long-Term U.S. Government Securities	95%	n.a.	95%	n.a.	95%	n.a.
Performing First Lien Bank Loans	85%	75%	82.5%	72.5%	80%	70%
Performing First Lien Unitranche Bank Loans	82.5%	72.5%	80%	70%	75%	65%
Performing First Lien Last Out Bank Loans	80%	70%	75%	65%	70%	60%
Performing Second Lien Bank Loans	75%	65%	70%	60%	65%	55%
Performing Cash Pay High Yield Securities	70%	60%	65%	55%	60%	50%
Performing Cash Pay Mezzanine Investments	65%	55%	60%	50%	55%	45%
Performing Non-Cash Pay High Yield Securities	60%	50%	55%	45%	50%	40%
Performing Non-Cash Pay Mezzanine Investments	55%	45%	50%	40%	45%	35%

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	Relevant Asset Coverage Ratio >2.00:1:00		2.00:1:00 >Relevant Asset Coverage Ratio >1.75:1.00		1.75:1:00 >Relevant Asset Coverage Ratio > 1.50:1.00
Portfolio Investment	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted
Performing Preferred Equity	55%	45%	50%	40%	45%	35%
Performing Common Equity	30%	20%	25%	15%	20%	10%
Non-Performing First Lien Bank Loans	45%	45%	35%	35%	25%	25%
Non-Performing First Lien Unitranche Bank Loans	45%	45%	35%	30%	25%	20%
Non-Performing First Lien Last Out Bank Loans	40%	40%	30%	25%	20%	15%
Non-Performing Second Lien Bank Loans	40%	30%	30%	25%	20%	15%
Non-Performing High Yield Securities	30%	30%	20%	10%	15%	5%
Non-Performing Mezzanine Investments	30%	25%	20%	10%	15%	5%

“Bank Loans” means debt obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans and senior subordinated loans) which are generally under a syndicated loan or credit facility.

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

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

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

“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary, unusual or non-recurring gains and extraordinary losses (to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment)) for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income in the relevant agreement relating to the applicable Portfolio Investment for such period: (i) consolidated interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment; provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly situated borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower.

“First Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof; provided that any First Lien Bank Loan that is also a First Lien Unitranche Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Unitranche Bank Loan; provided, further, that any First Lien Bank Loan that is also a First

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Lien Last Out Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Last Out Bank Loan.

“First Lien Last Out Bank Loan” means a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to debt subordination and superpriority rights of other lenders following an event of default (such portion, a “last out” portion) provided, that the aggregate principal amount of the “last out” portion of such Bank Loan is at least 50% of the aggregate principal amount of any “first out” portion of such Bank Loan; provided, further, that the underlying obligor with respect to such Bank Loan shall have a ratio of first lien debt (including the “first out” portion of such Bank Loan, but excluding the “last out” portion of such Bank Loan) to EBITDA that does not exceed 3.25:1.00 and a ratio of aggregate first lien debt (including both the “first out” portion and the “last out” portion of such Bank Loan) to EBITDA that does not exceed 5.25:1.00. An Obligor’s investment in the “last out” portion of a First Lien Last Out Bank Loan shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement. An Obligor’s investment in the portion of such Bank Loan that is not the last out portion (the “first out” portion) shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement and an Obligor’s investment in any “last out” portion of a First Lien Bank Loan that does not meet the foregoing criteria shall be treated as a Second Lien Bank Loan.

“First Lien Unitranche Bank Loan” means a First Lien Bank Loan with a ratio of first lien debt to EBITDA that exceeds 5.25:1.00, and where the underlying borrower does not also have a Second Lien Bank Loan outstanding.

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

“Junior Investments” means, collectively, Performing Cash Pay High Yield Securities and Performing Cash Pay Mezzanine Investments.

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

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

“Non-Core Investments” means, collectively, Portfolio Investments in common equity, warrants, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, Performing Non-Cash Pay High Yield Securities, Performing Preferred Equity, Performing Non-Cash Pay Mezzanine Investments and Performing Common Equity.

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“Non-Performing Bank Loans” means, collectively, Non-Performing First Lien Bank Loans, Non-Performing First Lien Last Out Bank Loans, Non-Performing First Lien Unitranche Bank Loans and Non-Performing Second Lien Bank Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Performing Preferred Equity” means Preferred Stock of an issuer that has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace period.

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

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

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

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

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

“Senior Investments” means Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing First Lien Last Out Bank Loans and Performing First Lien Unitranche Bank Loans.

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

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

“Value” means, with respect to any Portfolio Investment, the value as determined pursuant to Section 5.12(b).

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ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated (or cash collateralized in accordance with Sections 2.05(k) and 2.09(a)) and all LC Disbursements (if the related Letters of Credit have not been so cash collateralized) shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

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

(a) Indebtedness created hereunder;

(b) Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness (including Convertible Debt that qualifies as Unsecured Longer-Term Indebtedness) in an aggregate outstanding principal amount (immediately after giving effect to the incurrence of such Indebtedness) that taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), so long as, in the case of Secured Longer-Term Indebtedness, immediately after giving effect thereto, the Covered Debt Amount does not exceed the Borrowing Base.

(d) Indebtedness of Financing Subsidiaries;

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

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

(g) Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness (including Convertible Debt that qualifies as Unsecured Shorter-Term Indebtedness) in an aggregate outstanding principal amount (immediately after giving effect to the incurrence of such Indebtedness) that (i) when taken together with then-outstanding Specified Unsecured Shorter-Term Indebtedness incurred under clause (l) of this Section 6.01, does not exceed $100,000,000, (ii) does not exceed the greater of (x) 5% of Shareholders’ Equity and (y) $25,000,000 and (iii) does not exceed the amount required to comply with the provisions of Section 6.07(b), so long as, immediately after giving effect thereto, the Covered Debt Amount does not exceed the Borrowing Base.

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

(i) so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence thereof, Permitted Convertible Note Hedges, in each case in respect of

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Indebtedness otherwise permitted hereby;

(j) Indebtedness outstanding on the Sixth Amendment Effective Date and listed on Schedule 6.01;

(k) Indebtedness consisting of Permitted SBIC Guarantees; and

(l) Specified Unsecured Shorter-Term Indebtedness in an aggregate outstanding principal amount (immediately after giving effect to the incurrence of such Indebtedness) that (i) does not exceed $100,000,000 and (ii) does not exceed the amount required to comply with the provisions of Section 6.07(b), so long as, immediately after giving effect thereto, the Covered Debt Amount does not exceed the Borrowing Base.

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

(a) any Lien on any property or asset of the Borrower existing on the Sixth Amendment Effective Date and set forth on Schedule 6.02; provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secured on the Sixth Amendment Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(b) Liens created pursuant to the Security Documents;

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

(e) Liens securing Indebtedness or other obligations in an aggregate amount (immediately after giving effect to the incurrence of such Indebtedness or other obligation or the granting of such Lien) not exceeding the greater of (x) 5% of Shareholders’ Equity and (y) $25,000,000 (which may cover Portfolio Investments, but only to the extent released from the Lien in favor of the Collateral Agent in accordance with the requirements of Section 10.03 of the Guarantee and Security Agreement (it being understood and agreed by the parties hereto that for the purposes of this Section 6.02(e), references to a “disposition” in Section 10.03(b) of the Guarantee and Security Agreement shall be deemed to include the granting of any Lien permitted by this Section 6.02(e))), so long as at the time thereof the aggregate amount of Indebtedness permitted under clauses (a), (b) and (g) of Section 6.01, does not exceed the lesser of (i) the Borrowing Base and (ii) the amount required to comply with the provisions of Section 6.07(b);

(f) Permitted Liens; and

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(g) Liens on Equity Interests in any SBIC Subsidiary created in favor of the SBA.

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

Notwithstanding the foregoing provisions of this Section:

(a) any Subsidiary Guarantor of the Borrower may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that (i) at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing, (ii) if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation and (iii) if any such transaction shall be between the Borrower and a Subsidiary Guarantor, the Borrower shall be the continuing or surviving corporation;

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

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

(d) the Obligors may sell, transfer or otherwise dispose of Portfolio Investments, Cash and Cash Equivalents to a Financing Subsidiary so long as (i) after giving effect to such release (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans or Other Covered Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (y) the Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount;

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(e) the Borrower or any Subsidiary may merge or consolidate with any other Person so long as at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing; provided that (i) if any such transaction shall be between the Borrower and another Person, the Borrower shall be the continuing or surviving corporation, (ii) if any such transaction shall be between a wholly-owned Subsidiary Guarantor and another Person (other than the Borrower), a wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation and (iii) if any such transaction shall be between a Subsidiary Guarantor and another Person (other than the Borrower or a wholly-owned Subsidiary Guarantor), a Subsidiary Guarantor shall be the continuing or surviving corporation;

(f) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions does not exceed $10,000,000 in any fiscal year;

(g) any Subsidiary may voluntarily dissolve or liquidate if such Subsidiary that does not own, legally or beneficially, assets which in aggregate have a value of $500,000 or more at such time of dissolution or liquidation; and

(h) the Borrower or the other Obligors may dissolve or liquidate any SBIC Subsidiary; provided that no portion of any Indebtedness or any other obligations (contingent or otherwise) of such SBIC Subsidiary (a) is, or would as a result of dissolution or liquidation hereunder become, recourse to or obligate the Borrower or any other Obligor (other than any SBIC Subsidiary) in any way, or (b) subjects, or would as a result of the dissolution or liquidation hereunder subject, any property of the Borrower or any other Obligor (other than any SBIC Subsidiary) to the satisfaction of such Indebtedness.

SECTION 6.04. Investments. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, acquire, make or enter into, or hold, any Investments except:

(a) operating deposit accounts and securities accounts with banks and other financial institutions;

(b) Investments (i) by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors and (ii) by Subsidiaries of the Borrower that are not Guarantors in the Borrower or any of its Subsidiaries;

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

(d) Portfolio Investments, Cash and Cash Equivalents by the Borrower and its Subsidiaries to the extent such Investments are permitted under the provisions of the Investment Company Act applicable to business development companies and the Borrower’s Investment Policies;

(e) Equity Interests in (or capital contributions to) Financing Subsidiaries to the extent not prohibited by Section 6.03(d);

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(f) Investments constituting Permitted Convertible Note Hedges;

(g) Investments held on the Sixth Amendment Effective Date and listed on Schedule 6.04; and

(h) additional Investments acquired, made, entered into or held after the Sixth Amendment Effective Date up to but not exceeding $10,000,000 in the aggregate at any time outstanding.

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

SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:

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

(b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed the amount that is estimated in good faith by the Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) avoid federal excise taxes for such taxable year imposed by section 4982 of the Code;

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

(i) no Default shall have occurred and be continuing; provided that, if such Restricted Payment is a scheduled dividend of the Borrower, then such Restricted Payment shall be deemed to comply with this Section 6.05(c)(i) so long as no Default or Event of Default shall have occurred and be continuing at the time of declaration and (A) such payment is made within seventy five (75) days after declaration thereof or (B) no Event of Default shall have occurred and be continuing at the time of payment or immediately after giving effect thereto; and

(ii) the aggregate amount of Restricted Payments made during any taxable

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year of the Borrower after December 31, 2020 under this clause (c) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared;

(d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and

(e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto (x) the Covered Debt Amount does not exceed 90% of the Borrowing Base and (y) no Default shall have occurred and be continuing and (ii) to the extent that the Covered Debt Amount would exceed 60% of the Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment.

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

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

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other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.

SECTION 6.07. Certain Financial Covenants.

(a) Minimum Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than the greater of (i) 33% of the total assets of the Borrower and its Subsidiaries as at the last day of such fiscal quarter (determined on a consolidated basis, without duplication, in accordance with GAAP) and (ii) $240,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Sixth Amendment Effective Date, which in any event shall not include dividends, distributions or other payments in respect of such Equity Interests that are paid in Equity Interests in respect of such Equity Interests.

(b) Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1.00 at any time. The Borrower will not permit the “asset coverage” ratio under the Investment Company Act to be less than the percentage required under the Investment Company Act for the Borrower to issue or sell any class of senior security (as defined under the Investment Company Act).

(c) Senior Coverage Ratio. The Borrower will not permit the Senior Coverage Ratio to be less than 2.00 to 1.00 at any time.

SECTION 6.08. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any material transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (a) transactions in the ordinary course of business (it being agreed that affiliate transactions that are expressly permitted to be undertaken by a “business development company” under the Investment Company Act and the rules and regulations promulgated thereunder will be deemed to be in the ordinary course of business for purposes of this Section 6.08) at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the transactions provided in the Affiliate Agreements, (e) transactions described on Schedule V, (f) any Investment that results in the creation of an Affiliate and (g) Permitted Board-Approved Affiliate Transactions.

SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than in accordance with its Investment Policies.

SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions

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contained in leases not subject to a waiver; and (d) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations under the Guarantee and Security Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement.

SECTION 6.11. Modifications of Longer-Term Documents. Without the prior consent of the Administrative Agent (with the approval of the Required Lenders), the Borrower will not consent to any modification, supplement or waiver of:

(a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness that would result in such Indebtedness not meeting the requirements of the definition of “Secured Longer-Term Indebtedness” and “Unsecured Longer-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless (i) in the case of Secured Longer-Term Indebtedness, such Indebtedness would have been permitted to be incurred as Secured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Secured Shorter-Term Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Secured Shorter-Term Indebtedness” for all purposes of this Agreement) and (ii) in the case of Unsecured Longer-Term Indebtedness, such Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement) or

(b) any material provision of any of the Affiliate Agreements (other than any Permitted Board-Approved Affiliate Transaction), unless such modification, supplement or waiver is not less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties.

No written consent or waiver shall be required for any conversion or exchange rate and/or price adjustment with respect to any convertible or exchangeable debt securities made pursuant to the terms thereof.

SECTION 6.12. Prepayments of Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (x) the 2022 Notes and (y) the refinancing (including by an exchange) of Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except for (a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness, (b) payments and prepayments of Secured Longer-Term Indebtedness required to comply with requirements of Section 2.10(c), (c) any such purchase, redemption, retirement, acquisition or other payment described above, in each case to the

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extent the consideration therefor consists of Equity Interests of the Borrower, or (d) prepayments that would be permitted as (and shall be included in the calculation of) Restricted Payments pursuant to Section 6.05(e); provided that nothing in this Section 6.12 shall prohibit “pay-in-kind” interest by adding accrued interest to the principal amount of the applicable Indebtedness.

SECTION 6.13. SBIC Guarantee. The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.

ARTICLE VII

EVENTS OF DEFAULT

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

(a) the Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable (in the case of clause (e) below, subject to applicable cure periods), whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail to deposit any amount into the Letter of Credit Collateral Account as and when required by Section 2.09(a);

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

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

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

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

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such Borrowing Base Deficiency is cured within such 30-Business Day period;

(f) the Borrower or any Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (d) or (e) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower; provided that no Event of Default shall exist as a result of the Borrower’s failure to deliver copies of the reports described in Section 5.01(f) to the Administrative Agent or any Lender if (i) the Borrower’s independent public accountants require, as a condition to the Administrative Agent’s or such Lender’s receipt of such reports, that the Administrative Agent and/or such Lender execute a release, indemnification or similar agreement and (ii) the Administrative Agent or such Lender refuse to execute such agreement;

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

(h) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (h) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

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

(j) the Borrower or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing (it being understood that the voluntary dissolution or liquidation of a Subsidiary in compliance with Section 6.03(g) shall not constitute an Event of Default under this clause (j));

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

(l) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any combination thereof and (i) the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, discharged or bonded pending appeal, and liability for such judgment amount shall not have been admitted by an insurer of reputable standing reasonably acceptable to the Required Lenders or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries to enforce any such judgment;

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

(n) a Change in Control shall occur;

(o) the investment advisor for the Borrower shall cease to be BlackRock Inc. or a Person Controlled by BlackRock Inc.;

(p) the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments having an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments, not be valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents); provided that if such default is as a result of any action of the Administrative Agent or Collateral Agent or a failure of the Administrative Agent or Collateral Agent to take any action solely within its control or required to be taken by it under the Loan Documents, such default shall continue unremedied for a period of ten (10) consecutive Business Days after the Borrower receives written notice thereof from the Administrative Agent;

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

(r) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.08(b)(iii);

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

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demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In the event that the Loans shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit into the Letter of Credit Collateral Account (in accordance with Section 2.05(k)) cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this Article.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

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

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

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender,

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and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent may resign at any time by notice in writing to the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice.

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent

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shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices; Electronic Communications.

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

(i) if to the Borrower, to BlackRock Capital Investment Corp., Office of the Interim Chief Financial Officer at 50 Hudson Yards, New York, New York 10001, Attention of Chip Holladay and Gina Russell, (email bcic-finance@blackrock.com) with a copy (which shall not constitute notice) to BlackRock, Inc., Office of the General Counsel at 50 Hudson Yards, New York, New York 10001, Attention of Larry Paredes, (email laurence.paredes@blackrock.com);

(ii) if to the Administrative Agent, to Citibank, N.A., One Penns Way, New Castle, Delaware 19720, Attention of Agency Operations (Telecopy No. (646) 274-5080; Telephone No. (302) 894-6010; e‑mail AgencyABTFSupport@citi.com, CC: GlAgentOfficeOps@Citi.com);

(iii) if to the Issuing Bank, to Citibank, N.A., One Penns Way, New Castle, Delaware 19720, Attention of Agency Operations (Telecopy No. (646) 274-5080; Telephone No. (302) 894-6010; e‑mail AgencyABTFSupport@citi.com, CC: GlAgentOfficeOps@Citi.com); with a further copy to Hilary Olewe (Telephone No. (212) 816-6534; e-mail hilary.w.olewe@citi.com);

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(iv) if to the Swingline Lender, to Citibank, N.A., One Penns Way, New Castle, Delaware 19720, Attention of Agency Operations (Telecopy No. (646) 274-5080; Telephone No. (302) 894-6010; e‑mail AgencyABTFSupport@citi.com, CC: GlAgentOfficeOps@Citi.com); and

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

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

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2.06 if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication 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 and except as provided in paragraph (c) below with respect to notices to the Administrative Agent, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided that if such notice or other communication is not sent during normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. Unless a Lender or the Issuing Bank has notified the Administrative Agent that it is incapable of receiving notices by electronic communication, each Lender and the Issuing Bank agree to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s or the Issuing Bank’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

(c) Communications to the Administrative Agent. The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement, (iii) provides notices of any Default of Event of Default, or (iv) is required to be

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delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com or other such electronic mail address as the Administrative Agent may notify to the Borrower. In addition, the Borrower agrees to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”).

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE 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 PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, 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 THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Nothing herein shall prejudice the right of the Administrative Agent, the Issuing Bank or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 9.02. Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive

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of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Amendments to this Agreement. Other than for Commitment Increases effected in accordance with Section 2.08(e), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:

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

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

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

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

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

provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be and (y) the consent of Lenders holding not less than two-thirds of the Revolving Credit Exposure and unused Commitments (excluding, to the extent that such would be excluded under Section 2.19(a)(ii), the Revolving Credit Exposures and unused Commitments of any Defaulting Lenders) will be required (A) for any adverse change affecting the provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii), and (B) for any release of any material portion of the Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents.

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

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effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver or modification.

(c) Amendments to Security Documents; Releases of Liens and Subsidiary Guarantors. No Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens thereof be spread to secure any additional obligations (including any increase in Loans hereunder, but excluding (i) any such increase pursuant to a Commitment Increase under Section 2.08(e) to an aggregate amount not greater than $325,000,000 and (ii) Designated Indebtedness and Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement)) except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) without the written consent of each Lender, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) without the written consent of each Lender, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, or release all or substantially all of the guarantors under the Guarantee and Security Agreement from their guarantee obligations thereunder, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property (and to release any such guarantor) at any time that (x) such release is permitted under the Guarantee and Security Agreement or (y) the consent of the Required Lenders or each Lender, as applicable, as provided in this Section 9.02(c) or the consent of such Lenders as provided by Section 9.02(b), in each case, has been obtained.

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

SECTION 9.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket

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expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Section 5.12(d) in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.16), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the willful misconduct or gross negligence of such Indemnitee or (ii) a claim brought by the Borrower or any Obligor against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Loan Documents, if the Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

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

(c) Reimbursement by Lenders. To the extent that (i) the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section or (ii) the fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Section 5.12(d) exceed the IVP Supplemental Cap for any 12-month period, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (or to the Administrative Agent, in the case of clause (ii) above), such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, in the case of clause (i) above, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon such Lender’s share of the aggregate Revolving Credit Exposures and unused Commitments at such time.

(d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

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

(f) No Fiduciary Duty. Each of the Lenders and their Affiliates (collectively, solely for purposes of this paragraph, the “Banks”) may have economic interests that conflict with those of the Obligors, their stockholders and/or their Affiliates. The Borrower agrees that nothing in this Agreement or the other Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Bank, on the one hand, and the Obligors, their stockholders or their Affiliates, on the other. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Banks, on the one hand, and the Obligors, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Bank has assumed an advisory or fiduciary responsibility in favor of any Obligor, its stockholders 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 Bank has advised, is currently advising or will advise any Obligor, its stockholders or its Affiliates on other matters) or any other obligation to any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Bank is acting solely as principal and not as the agent or fiduciary of any Obligor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

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The Borrower agrees that it will not claim that any Bank has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Obligor, in connection with such transaction or the process leading thereto.

SECTION 9.04. Successors and Assigns.

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

(b) Assignments by Lenders.

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

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender or an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and

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

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

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

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

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

(E) no such assignment will be made to any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.

(iii) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(iv) Defaulting Lender Assignments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in the applicable Class. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph,

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then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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

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

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

Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of

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this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.

(f) Participations. Any Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (g) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such Participant agrees to be subject to Section 2.17(d) as though it were a Lender hereunder.

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

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(h) Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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

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

(k) No Assignments to Natural Persons. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in its Commitments or any Loan or LC Exposure held by it hereunder to a natural Person.

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

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

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

(b) Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and any other Loan Document (including in any Assignment and Assumption) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting the generality of the foregoing, the parties hereto hereby (i) agree that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Issuing Banks and the Borrower, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

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

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19(b) and, pending such payment, will be segregated by such Defaulting Lender from its other

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funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders and (y) the Defaulting Lender will 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.

SECTION 9.09. Governing Law; Jurisdiction; Etc.

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

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

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

(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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

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

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

SECTION 9.13. Treatment of Certain Information; Confidentiality.

(a) Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

(b) Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such

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disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, (i) to “Gold Sheets” and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications, (j) to a Person that is an investor or prospective investor in a Securitization (as defined below) that agrees that its access to information regarding the Borrower and the Loans is solely for purposes of evaluating an investment in such Securitization, (k) to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization, or (l) to a nationally recognized rating agency that requires access to information regarding the Obligors, the Loans and Loan Documents in connection with ratings issued with respect to a Securitization. For purposes of this Section, “Securitization” means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans or the Loan Documents.

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

SECTION 9.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act.

SECTION 9.15. Original Credit Agreement; Effectiveness of Amendment and Restatement. Until this Agreement becomes effective in accordance with the terms provided herein, the Original Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Original Effective Date, all obligations of the Borrower under the Original Credit Agreement

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shall become obligations of the Borrower hereunder and the provisions of the Original Credit Agreement shall be superseded by the provisions hereof.

SECTION 9.16. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any Lender which is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and

(i) the effects of any Bail-in Action on any such liability, including, if applicable:

(ii) a reduction in full or in part or cancellation of any such liability;

(iii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iv) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 9.17. German Bank Separation Act. If any Lender subject to the German Bank Separation Act (any such Lender, a “GBSA Lender”) shall have determined in good faith (which determination shall be made in consultation with the Borrower) that, due to the implementation of the German Act on the Ring-fencing of Risks and for the Recovery and Resolution Planning for Credit Institutions and Financial Groups (Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen) of 7 August 2013 (commonly referred to as the German Bank Separation Act (Trennbankengesetz)) (the “GBSA”), whether before or after the date hereof, or any corresponding European legislation (such as the proposed regulation on structural measures improving the resilience of European Union credit institutions) that may amend or replace the GBSA in the future or any regulation thereunder, or due to the promulgation of, or any change in the interpretation by, any court, tribunal or regulatory authority with competent jurisdiction of the GBSA or any corresponding future European legislation or any regulation thereunder, the arrangements contemplated by this Agreement or the Loans have, or will, become illegal, prohibited or otherwise unlawful (regardless of whether such illegality, prohibition or unlawfulness could be prevented by transferring such arrangements or Loans to an affiliate or other third party), then, and in any such event, such GBSA Lender shall give written notice to the Borrower and the Administrative Agent of such determination (which written notice shall include a reasonably detailed explanation of such illegality, prohibition or unlawfulness, including, without limitation, all evidence and calculations used in the determination thereof, a “GBSA Notice”), whereupon (i) all of the obligations owed to such GBSA Lender hereunder and under the Loans shall become due and payable, and the Borrower shall repay the

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outstanding principal of such obligations together with accrued interest thereon promptly (and in no event later than the 5th Business Day immediately after the date of such notice) and such repayment shall not be subject to the terms and conditions of Section 2.17(c) or 2.17(d) to the extent that there are no outstanding amounts due and payable to the other Lenders at such date and (ii) the Commitments of such GBSA Lender shall terminate on the fifth Business Day immediately after the date of such GBSA Notice (such date being an “Initial Termination Date”); provided that, notwithstanding the foregoing, prior to such Initial Termination Date and in the event the Borrower in good faith reasonably believes there is a mistake, error or omission in the grounds used to determine such illegality, prohibition or unlawfulness under the GBSA or any corresponding future European legislation or any regulation thereunder, then the Borrower may provide written notice (which written notice shall include a reasonably detailed explanation of the basis of such good faith belief, including, without limitation, all evidence and calculations used in the determination thereof) to that effect, at which point the obligations owed to such GBSA Lender hereunder and under the Loans shall not become due and payable, and the Commitments of such GBSA Lender shall not terminate, until the Business Day immediately following the tenth Business Day immediately after the date of the GBSA Notice (the period from, and including, the date of the GBSA Notice until such tenth Business Day being the “GBSA Consultation Period”). In the event the Borrower and such GBSA Lender cannot in good faith reasonably agree during the GBSA Consultation Period whether the arrangements contemplated by this Agreement or the Loans have, or will, become illegal, prohibited or otherwise unlawful under the GBSA or any corresponding future European legislation or any regulation thereunder, then all of the obligations owed to such GBSA Lender hereunder and under the Loans shall become due and payable, and the Commitments of such GBSA Lender shall terminate, on the Business Day immediately following the last day of such GBSA Consultation Period. During the GBSA Consultation Period, (i) the Commitments and Revolving Credit Exposure of any GBSA Lender shall be subject to Section 2.19, and the Borrower shall have all rights to replace such GBSA Lender in accordance with Section 2.18(b), in each case, as though such GBSA Lender were a “Defaulting Lender” for purposes of this Agreement and (ii) no GBSA Lender shall be required to fund its pro rata share of any Borrowing. To the extent any Swingline Exposure or LC Exposure exists at the time a GBSA Lender’s Loans are repaid in full pursuant to this Section 9.17, such Swingline Exposure or LC Exposure shall be reallocated as set forth in Section 2.19(a), treating for this purpose such GBSA Lender as a Defaulting Lender.

SECTION 9.18. Acknowledgement Regarding Any Supported QFCs. (a) To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regime”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).

(b) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the

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transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

“BHC Act Affiliate” means, with respect to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such Person.

“Covered Entity” means (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with 12 U.S.C. § 5390(c)(8)(D).

SECTION 9.19. 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, for the benefit of, the Administrative Agent and not to or for the benefit of the Borrower or any other Obligor, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s

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entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(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 to or for the benefit of the Borrower or any other Obligor, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

SECTION 9.20. Erroneous Payments.

(a) If the Administrative Agent notifies a Lender, Issuing Bank or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under the immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank or Secured Party 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 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

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received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting the immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or any Payment Recipient who has received funds on behalf of a Lender, Issuing Bank or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of the immediately preceding clause (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) in the case of the immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, Issuing Bank or Secured Party shall (and shall cause any Payment Recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.20(b).

(c) Each Lender, Issuing Bank or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party from any source, against any amount due to the Administrative Agent under the immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the

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Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver any promissory notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank, and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. Subject to Section 9.04(b), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment, and, upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any Payment Recipient that receives funds on its respective behalf). No Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, Issuing Bank or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Obligor, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Obligor for the purpose of making such Erroneous Payment.

(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 9.20 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the

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repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) (other than contingent obligations not then due and payable) under any Loan Document.

[Remainder of page intentionally left blank]

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[Signature Pages Intentionally Omitted]

SCHEDULE VI

TO CREDIT AGREEMENT

GICS Industry Classification Group List

[See definition of “Industry Classification Group” in Section 1.01]

101010 Energy Equipment & Services

101020 Oil, Gas & Consumable Fuels

151010 Chemicals

151020 Construction Materials

151030 Containers & Packaging

151040 Metals & Mining

151050 Paper & Forest Products

201010 Aerospace & Defense

201020 Building Products

201030 Construction & Engineering

201040 Electrical Equipment

201050 Industrial Conglomerates

201060 Machinery

201070 Trading Companies & Distributors

202010 Commercial Services & Supplies

202020 Professional Services

203010 Air Freight & Logistics

203020 Airlines

203030 Marine

203040 Road & Rail

203050 Transportation Infrastructure

251010 Auto Components

251020 Automobiles

252010 Household Durables

252020 Leisure Products

252030 Textiles, Apparel & Luxury Goods

253010 Hotels, Restaurants & Leisure

253020 Diversified Consumer Services

254010 Media (discontinued effective close of September 28, 2018)

255010 Distributors

255020 Internet & Direct Marketing Retail

255030 Multiline Retail

255040 Specialty Retail

301010 Food & Staples Retailing

302010 Beverages

302020 Food Products

302030 Tobacco

303010 Household Products

303020 Personal Products

351010 Health Care Equipment & Supplies

351020 Health Care Providers & Services

351030 Health Care Technology

352010 Biotechnology

SCHEDULE VI

TO CREDIT AGREEMENT

352020 Pharmaceuticals

352030 Life Sciences Tools & Services

401010 Banks

401020 Thrifts & Mortgage Finance

402010 Diversified Financial Services

402020 Consumer Finance

402030 Capital Markets

402040 “Mortgage Real Estate Investment Trusts (REITs)”

403010 Insurance

451010 Internet Software & Services (discontinued effective close of September 28, 2018)

451020 IT Services

451030 Software

452010 Communications Equipment

452020 Technology Hardware, Storage & Peripherals

452030 Electronic Equipment, Instruments & Components

453010 Semiconductors & Semiconductor Equipment

501010 Diversified Telecommunication Services

501020 Wireless Telecommunication Services

502010 Media

502020 Entertainment

502030 Interactive Media & Services

551010 Electric Utilities

551020 Gas Utilities

551030 Multi-Utilities

551040 Water Utilities

551050 Independent Power and Renewable Electricity Producers

601010 “Equity Real Estate Investment Trusts (REITs)”

601020 Real Estate Management & Development

EXHIBIT A

[Form of Assignment and Assumption]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:
		[and is an Affiliate of [identify Lender]2]

3.	Borrower:	BlackRock Capital Investment Corporation

Select as applicable.


4.	Administrative Agent:	Citibank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of, February 19, 2016, as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021 and April 26, 2023, among BlackRock Capital Investment Corporation, the Lenders parties thereto and Citibank, N.A., as Administrative Agent

6.	Assigned Interest:


Class Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
	$	$	%
	$	$	%
	$	$	%

Effective Date: __________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Signature Pages Follow]

Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., "Dollar Commitment", "Multicurrency Commitment:, etc.).

Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Name:

Title: [Consented to and]5 Accepted:

CITIBANK, N.A., as
Administrative Agent

Name:

Title:

[Consented to:

[•], as
Issuing Bank

Name:

Title: ]6

To be added only if the consent of the Administrative Agent is required by the terms of Credit Agreement.

To be added only if the consent of the Issuing Bank is required by the terms of the Credit Agreement.

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[Consented to:

[•], as
Swingline Lender

Name:

Title: ]7

[Consented to:

BLACKROCK CAPITAL INVESTMENT CORPORATION

Name:

Title: ]8

To be added only if the consent of the Swingline Lender is required by the terms of the Credit Agreement.

To be added only when the consent of the Borrower is required by the terms of the Credit Agreement.

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest and on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor 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 decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic image scan transmission (e.g., “.pdf” via electronic mail) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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EX-31

EXHIBIT 31.1

CEO CERTIFICATION

I, James E. Keenan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation and subsidiaries;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, consolidated results of operations and consolidated cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 1, 2023	By:	/s/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

EX-31

EXHIBIT 31.2

CFO CERTIFICATION

I, Chip Holladay, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation and subsidiaries;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: May 1, 2023	By:	/s/ Chip Holladay
		Chip Holladay
		Interim Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation and subsidiaries (the “Company”) for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James E. Keenan, as Interim Chief Executive Officer of the Company, and Chip Holladay, as Interim Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and consolidated results of operations of the Company.



/s/ James E. Keenan
Name:	James E. Keenan
Title:	Interim Chief Executive Officer
Date:	May 1, 2023

/s/ Chip Holladay
Name:	Chip Holladay
Title:	Interim Chief Financial Officer and Treasurer
Date:	May 1, 2023