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Current report (Form 8-K) · Jun 11, 2026 · Material agreement · New debt obligation · Financial statements
GLADSTONE INVESTMENT CORPORATION\DE
8
Material agreement
Jun 11, 2026
EX-10.1
d131086dex101.htm
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EX-10.1 · d131086dex101.htm EX-10.1 2 d131086dex101.htm EX-10.1 Exhibit 10.1 A MENDMENT N O . 13 TO F IFTH A MENDED AND R ESTATED C REDIT A GREEMENT T HIS A MENDMENT N O . 13 T O F IFTH A MENDED AND R ESTATED C REDIT A GREEMENT (this “Amendment” ) dated as of June 10, 2026, is entered into among G LADSTONE B USINESS I NVESTMENT , LLC, as Borrower (the “Borrower” ), G LADSTONE M ANAGEMENT C ORPORATION , as Servicer (the “Servicer” ), the Managing Agents party hereto, the Joint Lead Arrangers party hereto, the Lenders party hereto, and K EYBANK N ATIONAL A SSOCIATION ( “KeyBank” ), as Administrative Agent (in such capacity, the “Administrative Agent” ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the “Credit Agreement” referred to below. P RELIMINARY S TATEMENTS A. Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among the Borrower, the Servicer, the Lenders and Managing Agents parties thereto from time to time and the Administrative Agent, (as amended, modified or restated from time to time, the “Credit Agreement” ). B. The Borrower, the Lenders party hereto, the Managing Agents party hereto and the Administrative Agent desire to amend the Credit Agreement as set forth herein subject to the terms and conditions set forth herein. N OW , T HEREFORE , in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: S ECTION 1. A MENDMENTS TO THE C REDIT A GREEMENT . Upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as shown in the conformed copy thereof attached hereto as Exhibit A. In Exhibit A hereto, deletions of text in the Credit Agreement are indicated by struck-through text (indicated in the same manner as the following example: stricken text ) and insertions of text are indicated by bold, double-underlined text (indicated in the same manner as the following example: double-underlined text ) as set forth on Exhibit A hereto. S ECTION 2. R EPRESENTATIONS AND W ARRANTIES . The Borrower and the Servicer each hereby represents and warrants, as of the Effective Date, to each of the other parties hereto, that: (a) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to enforcement of bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (b) on the date hereof, before and immediately after giving effect to this Amendment, no Early Termination Event, Unmatured Termination Event or Servicer Termination Event has occurred and is continuing. S ECTION 3. C ONDITIONS P RECEDENT . This Amendment shall become effective on the first Business Day (the “Effective Date” ) on which: (a) the Administrative Agent or its counsel has received counterpart signature pages of this Amendment, executed by each of the parties hereto; (b) the Administrative Agent shall have received the fully executed Amendment No. 13 Lender Fee Letter, dated June 10, 2026, and all fees due and owing thereunder; (c) the Administrative Agent shall have received the fully executed Administrative Agent Fee Letter, dated June 10, 2026, and all fees due and owing thereunder; (d) KeyBank, as backup servicer shall have received the fully executed Backup Servicer Fee Letter, dated June 10, 2026, and all fees due and owing thereunder; (e) the Administrative Agent or its counsel has received counterpart signature pages of Amendment No. 6 to Performance Guaranty, executed by each of the parties thereto; (f) the Administrative Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Administrative Agent or its counsel may reasonably request. S ECTION 4. R EFERENCE TO AND E FFECT ON THE T RANSACTION D OCUMENTS . (a) Upon the effectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended or otherwise modified hereby, and (ii) each reference to the Credit Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Credit Agreement as amended or otherwise modified hereby. (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Credit Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, and the liens granted thereunder, shall remain in full force and effect and are hereby ratified and confirmed. -2- (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, any Managing Agent or any Lender under the Credit Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, in each case except as specifically set forth herein. S ECTION 5. E XECUTION IN C OUNTERPARTS . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic mail or facsimile copy shall be effective as delivery of a manually executed counterpart of this Amendment. S ECTION 6. G OVERNING L AW . This Amendment shall be governed by and construed in accordance with the laws of the State of New York. S ECTION 7. H EADINGS . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. S ECTION 8. F EES AND E XPENSES . The Borrower hereby confirms its agreement to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, Managing Agents or Lenders in connection with the preparation, execution and delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent, Managing Agents or Lenders with respect thereto. S ECTION 9. T ERMINATION OF B ACKUP S ERVICER . The parties hereto hereby acknowledge and agree that the Administrative Agent is terminating The Bank of New York Mellon as Backup Servicer under the Backup Servicing Agreement (as defined in the Credit Agreement) as provided under Section 9 of the Backup Servicing Agreement. Upon the effectiveness of such termination, the Backup Servicing Agreement will be terminated and The Bank of New York Mellon shall have no further obligations under the Transaction Documents in such capacity. The parties hereto each hereby consent to the appointment KeyBank as successor Backup Servicer who will act in such capacity under the terms of the Credit Agreement and the other Transaction Documents and by its execution hereof KeyBank accepts its appointment as Backup Servicer under the Credit Agreement. [Signature Pages Follow] -3- I N W ITNESS W HEREOF , the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written. G LADSTONE B USINESS I NVESTMENT , LLC By: /s/ Taylor Ritchie Name: Taylor Ritchie Title: CFO and Treasurer G LADSTONE M ANAGEMENT C ORPORATION By: /s/ Michael Malesardi Name: Michael Malesardi Title: CFO and Treasurer Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement K EY B ANK N ATIONAL A SSOCIATION , as Administrative Agent, a Joint Lead Arranger, a Managing Agent and a Lender By: /s/ Monica Napolitan Name: Monica Napolitan Title: Vice President Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement K EY B ANK N ATIONAL A SSOCIATION , as Backup Servicer By: /s/ Monica Napolitan Name: Monica Napolitan Title: Vice President Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement T HE H UNTINGTON N ATIONAL B ANK , as a Managing Agent, and a Lender By: /s/ Dan Callahan Name: Dan Callahan Title: Authorized Signer Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement M ANUFACTURERS AND T RADERS T RUST C OMPANY , as a Managing Agent, and a Lender By: /s/ Amir Oveissi Name: Amir Oveissi Title: Vice President Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement F IFTH T HIRD B ANK , N ATIONAL A SSOCIATION , as a Managing Agent, and a Lender By: /s/ Shep Griswold Name: Shep Griswold Title: Officer Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement C ITY N ATIONAL B ANK , as a Managing Agent, and a Lender By: /s/ C. Michelle Gaillard Name: C. Michelle Gaillard Title: Senior Vice President Signature Page to Amendment No. 13 to Fifth Amended and Restated Credit Agreement E XHIBIT A C ONFORMED C OPY SHOWING A MENDMENT OF C REDIT A GREEMENT [Please see attached] E XECUTION V ERSION Conformed Copy including Amendment No. 1 dated June 26, 2014, Amendment No. 2 dated as of November 16, 2016, Amendment No. 3 dated as of January 20, 2017, Amendment No. 4 dated as of August 22, 2018, Amendment No. 5 dated as of August 10, 2020, Amendment No. 6 dated as of March 8, 2021, Amendment No. 7 dated as of April 10, 2023, Amendment No. 8 dated as of October 30, 2023, Amendment No. 9 dated as of February 5, 2024, Amendment No. 10 dated as of February 10, 2025, Amendment No. 11 dated as of February 24, 2025, Amendment No. 12 dated as of December 15, 2025 and Amendment No. 13 dated as of June 10, 2026 $405,000,000 F IFTH A MENDED AND R ESTATED C REDIT A GREEMENT Dated as of April 30, 2013 Among G LADSTONE B USINESS I NVESTMENT , LLC as the Borrower G LADSTONE M ANAGEMENT C ORPORATION as the Servicer T HE F INANCIAL I NSTITUTIONS FROM T IME TO T IME P ARTY H ERETO as Lenders T HE F INANCIAL I NSTITUTIONS FROM T IME TO T IME P ARTY H ERETO as Managing Agents K EY B ANK N ATIONAL A SSOCIATION as the Administrative Agent K EY B ANK N ATIONAL A SSOCIATION , F IFTH T HIRD B ANK , N ATIONAL A SSOCIATION AND C ITY N ATIONAL B ANK , as Joint Lead Arrangers and K EY B ANK N ATIONAL A SSOCIATION as the Backup Servicer T ABLE OF C ONTENTS S ECTION H EADING P AGE A RTICLE I D EFINITIONS 1 Section 1.1. Certain Defined Terms 1 Section 1.2. Other Terms 48 Section 1.3. Computation of Time Periods 49 Section 1.4. Interpretation 49 Section 1.5. SOFR Notification 49 A RTICLE II A DVANCES 50 Section 2.1. Advances 50 Section 2.2. Procedures for Advances 52 Section 2.3. Optional Changes in Facility Amount; Prepayments 54 Section 2.4. Principal Repayments; Extension Options 55 Section 2.5. The Notes 56 Section 2.6. Interest Payments 56 Section 2.7. Fees 57 Section 2.8. Settlement Procedures 57 Section 2.9. Collections and Allocations 61 Section 2.10. Payments, Computations, Etc. 61 Section 2.11. Breakage Costs 61 Section 2.12. Increased Costs; Capital Adequacy; Illegality 62 Section 2.13. Taxes 63 Section 2.14. Revolver Loan Funding 65 Section 2.15. [Reserved] 66 Section 2.16. Discretionary Sales of Loans 66 Section 2.17. Effect of Benchmark Transition Event 68 A RTICLE III C ONDITIONS OF E FFECTIVENESS AND A DVANCES 69 Section 3.1. Conditions to Effectiveness and Advances 69 Section 3.2. Additional Conditions Precedent to All Advances 70 A RTICLE IV R EPRESENTATIONS AND W ARRANTIES 71 Section 4.1. Representations and Warranties of the Borrower 71 Section 4.2. Joint Representations and Warranties Regarding Ordinary Course of Business 75 A RTICLE V G ENERAL C OVENANTS OF THE B ORROWER 76 Section 5.1. Covenants of the Borrower 76 Section 5.2. Hedging Agreement 81 -i- A RTICLE VI S ECURITY I NTEREST 81 Section 6.1. Security Interest 81 Section 6.2. Remedies 82 Section 6.3. Release of Liens 82 Section 6.4. Assignment of the Purchase Agreement 83 A RTICLE VII A DMINISTRATION AND S ERVICING OF L OANS 84 Section 7.1. Appointment of the Servicer 84 Section 7.2. Duties and Responsibilities of the Servicer 84 Section 7.3. Authorization of the Servicer 85 Section 7.4. Collection of Payments 86 Section 7.5. Servicer Advances 87 Section 7.6. Realization Upon Defaulted Loans or Charged-Off Loans 88 Section 7.7. Optional Repurchase of Transferred Loans 88 Section 7.8. Representations and Warranties of the Servicer 89 Section 7.9. Covenants of the Servicer 90 Section 7.10. Payment of Certain Expenses by Servicer 92 Section 7.11. Reports 92 Section 7.12. Annual Statement as to Compliance 93 Section 7.13. Limitation on Liability of the Servicer and Others 93 Section 7.14. The Servicer Not to Resign 94 Section 7.15. Access to Certain Documentation and Information Regarding the Loans 94 Section 7.16. Merger or Consolidation of the Servicer 94 Section 7.17. Identification of Records 95 Section 7.18. Servicer Termination Events 95 Section 7.19. Appointment of Successor Servicer 98 Section 7.20. Market Servicing Fee 99 A RTICLE VIII E ARLY T ERMINATION E VENTS 99 Section 8.1. Early Termination Events 99 Section 8.2. Remedies 101 A RTICLE IX I NDEMNIFICATION 102 Section 9.1. Indemnities by the Borrower 102 Section 9.2. Indemnities by the Servicer 104 A RTICLE X T HE A DMINISTRATIVE A GENT AND THE M ANAGING A GENTS 105 Section 10.1. Authorization and Action 105 Section 10.2. Delegation of Duties 106 Section 10.3. Exculpatory Provisions 106 Section 10.4. Reliance 107 Section 10.5. Non-Reliance on Administrative Agent, Managing Agents and Other Lenders 108 Section 10.6. Reimbursement and Indemnification 108 -ii- Section 10.7. Administrative Agent and Managing Agents in their Individual Capacities 108 Section 10.8. Successor Administrative Agent or Managing Agent 109 A RTICLE XI A SSIGNMENTS ; P ARTICIPATIONS 109 Section 11.1. Assignments and Participations 109 A RTICLE XII M ISCELLANEOUS 111 Section 12.1. Amendments and Waivers 111 Section 12.2. Notices, Etc. 112 Section 12.3. No Waiver, Rights and Remedies 113 Section 12.4. Binding Effect 113 Section 12.5. Term of this Agreement 113 Section 12.6. G OVERNING L AW ; C ONSENT TO J URISDICTION ; W AIVER OF O BJECTION TO V ENUE 113 Section 12.7. W AIVER OF J URY T RIAL 114 Section 12.8. Costs, Expenses and Taxes 114 Section 12.9. No Proceedings 114 Section 12.10. Recourse Against Certain Parties 115 Section 12.11. Protection of Security Interest; Appointment of Administrative Agent as Attorney-in-Fact 115 Section 12.12. Confidentiality 116 Section 12.13. Execution in Counterparts; Severability; Integration 117 Section 12.14. Amendment and Restatement 117 Section 12.15. Patriot Act 117 Section 12.16. Defaulting Lenders 118 -iii- E XHIBITS E XHIBIT A — Form of Borrower Notice E XHIBIT B-1 — Form of Revolver Note E XHIBIT B-2 — Form of Swingline Note E XHIBIT C — Form of Assignment and Acceptance E XHIBIT D — Form of Joinder Agreement E XHIBIT E — Form of Monthly Report E XHIBIT F — Form of Servicer’s Certificate E XHIBIT G — Form of Dividend Declaration Certificate E XHIBIT H — Form of Primary Document Trust Receipt E XHIBIT I — Form of Assignment of Mortgage E XHIBIT J — [Reserved] E XHIBIT K — [Reserved] E XHIBIT L — Form of Deposit Account Control Agreement E XHIBIT M — Credit Report and Transaction Summary E XHIBIT N — Moody’s Industry Classifications S CHEDULES S CHEDULE I — Commitments of Lenders S CHEDULE II — Loan List S CHEDULE III — [Reserved] S CHEDULE IV — Diversity Score Table -iv- T HIS F IFTH A MENDED AND R ESTATED C REDIT A GREEMENT is made as of April 30, 2013, among: (1) G LADSTONE B USINESS I NVESTMENT , LLC, a Delaware limited liability company, as borrower (the “Borrower” ); (2) G LADSTONE M ANAGEMENT C ORPORATION , a Delaware corporation, as servicer (the “Servicer” ); (3) Each financial institution from time to time party hereto as a “Lender” (whether on the signature pages hereto or in a Joinder Agreement), and as Swingline Lender and their respective successors and assigns (collectively, the “Lenders” ); (4) Each financial institution from time to time party hereto as a “Managing Agent” (whether on the signature pages hereto or in a Joinder Agreement) and their respective successors and assigns (collectively, the “Managing Agents” ); (5) K EY B ANK N ATIONAL A SSOCIATION , as “Administrative Agent” and its respective successors and assigns (the “Administrative Agent” ); (6) K EY B ANK N ATIONAL A SSOCIATION , F IFTH T HIRD B ANK , N ATIONAL A SSOCIATION AND C ITY N ATIONAL B ANK , as Joint Lead Arrangers (collectively, the “Joint Lead Arrangers” ); and (7) K EY B ANK N ATIONAL A SSOCIATION , as “Backup Servicer” and its respective successors and assigns (the “Backup Servicer” ) I T I S A GREED as follows: A RTICLE I D EFINITIONS Section 1.1. Certain Defined Terms. (a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1. (b) As used in this Agreement and its exhibits, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). “1940 Act” is defined in Section 4.1(x). “Additional Amount” is defined in Section 2.13. “Adjusted Purchased Loan Balance” means as of any date of determination and for any Transferred Loan, the Purchased Loan Balance of such Loan as of such date minus the Excess Concentration Loan Amount allocated to such Loan. “Adjusted Term SOFR Rate” means for any Available Tenor and Settlement Period, the greater of (a) the Floor and (b) the sum of Term SOFR for such Settlement Period. “Administrative Agent” is defined in the preamble hereto. “Advances” means collectively the Revolver Advances and the Swing Advances. “Advances Outstanding” means, on any day, the aggregate principal amount of Advances outstanding on such day, after giving effect to all repayments of Advances and makings of new Advances on such day. “Adverse Claim” means a lien, security interest, pledge, charge, encumbrance or other right or claim of any Person. “Affected Party” is defined in Section 2.12(a) . “Affiliate” with respect to a Person, means any other Person controlling, controlled by or under common control with such Person, including without limitation, when “Affiliate” is used by or with regard to Borrower or Originator, any entities under the control or management of Gladstone Management Corporation, or any successor entity; provided , however , that when used with respect to any Person which is an Obligor in respect of a Loan, “Affiliate” shall not mean any of the Borrower, the Servicer or the Originator if the Servicer, the Borrower or the Originator acquires voting securities of such Obligor in the ordinary course of its business (for avoidance of doubt, such Obligor may be a “Control Affiliate” pursuant to the definition thereof). For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative to the foregoing. “Agent’s Account” means account number 329953020917 at KeyBank N.A. ABA number 021300077, account name KeyBank N.A. “Aggregate Adjusted Purchased Loan Balance” means on any day, the sum of the Adjusted Purchased Loan Balances of all Eligible Loans included as part of the Collateral on such date. “Aggregate Borrowing Base Contribution Amount” means, with respect to any Obligor as of any date, an amount equal to the sum of the Borrowing Base Contribution Amount of each Eligible Loan relating to such Obligor as of such date. “Aggregate Outstanding Loan Balance” means on any day, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date. -2- “Aggregate Purchased Loan Balance” means on any day, the sum of the Purchased Loan Balances of all Eligible Loans included as part of the Collateral on such date. “Agreement” or “Credit Agreement” means this Fifth Amended and Restated Credit Agreement, dated as of April 30, 2013, as hereafter amended, modified, supplemented or restated from time to time. “Amendment No. 1 Effective Date” means June 26, 2014. “Amendment No. 2 Effective Date” means November 16, 2016. “Amendment No. 3 Effective Date” means January 20, 2017. “Amendment No. 4 Effective Date” means August 22, 2018. “Amendment No. 5 Effective Date” means August 10, 2020. “Amendment No. 6 Effective Date” means March 8, 2021. “Amendment No. 8 Effective Date” means October 30, 2023. “Amendment No. 9 Effective Date” means February 5, 2024. “Amendment No. 10 Effective Date” means February 10, 2025. “Amendment No. 11 Effective Date” means February 24, 2025. “Amendment No. 12 Effective Date” means December 15, 2025. “Amendment No. 13 Effective Date” means June 10, 2026. “Amortization Period” means the period beginning on the Termination Date and ending on the Maturity Date. “Applicable Law” means, for any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, Regulation Z, Regulation W, Regulation U and Regulation B of the Federal Reserve Board, the Foreign Corrupt Practices Act and the USA PATRIOT Act), and applicable judgments, decrees, injunctions, writs, orders, or line action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. “Applicable Margin” means (i) 2.85% per annum during the Revolving Period, and (ii) (A) 3.10% for the period from the last day of the Revolving Period to the first anniversary thereof, and (B) 3.35% thereafter. -3- “Applicable Percentage” means, with respect to any Lender on any day, the percentage equivalent of a fraction, the numerator of which is the Lender’s Commitment and the denominator of which is the Facility Amount. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. “Approved Officer” means John Sateri, Jay Beckhorn, Erika Highland, David A. R. Dullum, Michael LiCalsi, Taylor Ritchie, Christopher Lee and any other individual satisfactory to the Administrative Agent and the Required Lenders, as determined in their reasonable discretion. “Approved Valuation Service” means, any of (i) S&P Global Market Intelligence, (ii) Murray, Devine and Company, (iii) Houlihan Lokey, Duff & Phelps LLC, Lincoln Advisors, (iv) Stout Risius Ross, (v) Alvarez & Marsal, (vi) Valuation Research Corporation and (vii) each other valuation service provider approved by the Administrative Agent from time to time in its reasonable discretion. “Assignment and Acceptance” is defined in Section 11.1(b). “Assignment of Mortgage” means, as to each Loan secured by an interest in real property, one or more assignments, notices of transfer or equivalent instruments, each in recordable form and sufficient under the laws of the relevant jurisdiction to reflect the transfer of the related mortgage, deed of trust, security deed or similar security instrument and all other documents related to such Loan and to the Borrower and to grant a perfected lien thereon by the Borrower in favor of the Administrative Agent on behalf of the Secured Parties, each such Assignment of Mortgage to be substantially in the form of Exhibit I hereto. “Availability” means, on any day, an amount equal to the lesser of: (a) the amount by which the Borrowing Base exceeds the sum of (i) Advances Outstanding and (ii) an amount equal to 50% of the aggregate unfunded commitments under the Revolver Loans on such day, and (b) the amount by which the Facility Amount exceeds the sum of (i) Advances Outstanding and (ii) the aggregate unfunded commitments under the Revolver Loans on such day; provided , however , that following the Termination Date, the Availability shall be zero. “Available Collections” is defined in Section 2.8. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Settlement Period” pursuant to Section 2.17(d). -4- “Backup Servicer” means KeyBank, in its capacity as Backup Servicer hereunder, together with its successors and assigns. “Backup Servicer Expenses” means the out-of-pocket expenses to be paid to the Backup Servicer hereunder. “Backup Servicer Fee Letter” means any letter agreement in respect of fees among the Borrower and the Backup Servicer, as it may be amended or modified and in effect from time to time. “Backup Servicing Fee” means the fee to be paid to the Backup Servicer as set forth in the Backup Servicer Fee Letter. “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101, et seq .), as amended from time to time. “Base Rate” means, on any date, a fluctuating rate of interest per annum equal to the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1.0% and (c) the Floor. “Base Rate Advance” means each Advance bearing interest at a rate based upon the Base Rate. “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.17. “Benchmark Replacement” means, with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in U.S. Dollars at such time and (b) the related Benchmark Replacement Adjustment, if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), if any, that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or -5- recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted Benchmark Replacement for U.S. Dollar denominated syndicated credit facilities. “Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of 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 “Base Rate,” the definition of “Business Day,” the definition of “SOFR Business Day,” the definition of “Interest Rate,” the definition of “Interest Reset Date,” the definition of “Settlement Period” or any similar or analogous definition (or the addition 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 Section 2.11, 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 Transaction Documents). “Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (1) in the case of clauses (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by 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 or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that any such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. -6- For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (1) or (2) 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 the then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or the published component used in the calculation thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition 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). -7- “Benchmark Unavailability Period” means, with respect to any then-current Benchmark Replacement, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.17 and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.17. “Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA. “Borrower” means Gladstone Business Investment, LLC, a Delaware limited liability company, or any permitted successor thereto. “Borrowing Base” means on any date of determination, an amount equal to the sum of (A) the lesser of: (a) the Aggregate Purchased Loan Balance minus the Required Equity Investment as of such date; (b) the sum of the Borrowing Base Contribution Amount of each Eligible Loan as of such date; and (c) at any time that a Diversity Score Event has occurred and is continuing, an amount equal to the product of (i) (x) the Weighted Average Advance Rate minus (y) 2.5% multiplied by (ii) the Aggregate Adjusted Purchased Loan Balances of all Eligible Loans, plus , (B) any amounts of cash and cash equivalents held in the Collection Account less the sum of the aggregate accrued but unpaid Servicing Fee, Revolver Loan Funding Fee, Interest and Unused Fee. -8- The capitalized terms used in this definition of “Borrowing Base” shall have the following meanings: T IER 1 D EFINITIONS : (T IER 1 ONLY INCLUDES F IRST L IEN L OANS AND F IRST O UT L OANS ) “Adjusted Tier 1 Purchased Loan Balance” For any Eligible Loan, its Tier 1 Purchased Loan Balance minus the applicable Allocated Excess Concentration Loan Amount. “Tier 1 Advance Rate” 65% “Tier 1 Leverage Ratio” For each Eligible Loan, shall mean the lower of the Leverage Ratio and 4.25. “Tier 1 Percentage” For First Lien Loans and First Out Loans, the percentage obtained by dividing (x) the Tier 1 Leverage Ratio by (y) the Leverage Ratio. “Tier 1 Purchased Loan Balance” For each Eligible Loan, the product of the Purchased Loan Balance and the Tier 1 Percentage; provided, however, that, for any Eligible Loan which does not have positive TTM EBITDA, the “Tier 1 Purchased Loan Balance” shall be zero. T IER 2 D EFINITIONS : (T IER 2 ONLY INCLUDES F IRST L IEN L OANS , F IRST O UT L OANS , S ECOND L IEN L OANS AND L AST O UT L OANS ) “Adjusted Tier 2 Purchased Loan Balance” For any Eligible Loan, its Tier 2 Purchased Loan Balance minus the applicable Allocated Excess Concentration Loan Amount. “Tier 2 Advance Rate” 52% “Tier 2 Leverage Ratio” For each Eligible Loan, shall be determined as follows: (a) For First Lien Loans and First Out Loans, the Tier 2 Leverage Ratio shall mean the lower of (i) the higher of (A) the Leverage Ratio minus 4.25 and (B) zero, and (ii) 5.50 minus 4.25. (b) For Second Lien and Last Out Loans, the Tier 2 Leverage Ratio shall mean 5.50 minus the Senior Leverage Ratio. “Tier 2 Percentage” Means: (a) for First Lien Loans and First Out Loans, the percentage obtained by dividing (x) the applicable Tier 2 Leverage Ratio by (y) the Leverage Ratio; -9- (b) for Second Lien and Last Out Loans, (i) if the Senior Leverage Ratio is greater than or equal to 5.50, then a value of 0, (ii) if the Leverage Ratio is less than or equal to 5.50, then a value of 100%, and (iii) otherwise, the percentage obtained by dividing (A) the applicable Tier 2 Leverage Ratio by (B) the Leverage Ratio minus the Senior Leverage Ratio. “Tier 2 Purchased Loan Balance” For each Eligible Loan, the product of the Purchased loan Balance and the Tier 2 Percentage; provided, however, that, for any Eligible Loan which does not have positive TTM EBITDA, the “Tier 2 Purchased Loan Balance” shall be zero. T IER 3 D EFINITIONS : (T IER 3 INCLUDES F IRST L IEN L OANS , F IRST O UT L OANS , S ECOND L IEN L OANS , L AST O UT L OANS AND M EZZANINE L OANS ) “Adjusted Tier 3 Purchased Loan Balance” For any Eligible Loan, its Tier 3 Purchased Loan Balance minus the applicable Allocated Excess Concentration Loan Amount. “Tier 3 Advance Rate” 35%. “Tier 3 Leverage Ratio” For each Eligible Loan, shall be determined as follows: (a) For First Lien Loans and First Out Loans, the Tier 3 Leverage Ratio shall mean the lower of (i) the higher of (A) the Leverage Ratio minus 5.50, and (B) zero and (ii) 6.0 minus 5.50. (b) For Second Lien and Last Out Loans, the Tier 3 Leverage Ratio shall mean (x) the lower of the applicable Leverage Ratio and 6.0 minus (y) the higher of the applicable Senior Leverage Ratio and 5.50. (c) For Mezzanine Loans, the Tier 3 Leverage Ratio shall mean the (x) the lower of (1) the applicable Leverage Ratio and (2) 6.0 minus (y) the Senior Leverage Ratio. “Tier 3 Percentage” Means: (a) for First Lien Loans and First Out Loans, the percentage obtained by dividing (x) the applicable Tier 3 Leverage Ratio by (y) the Leverage Ratio; -10- (b) for Second Lien and Last Out Loans, (i) if the Senior Leverage Ratio is greater than or equal to 6.00, then a value of zero, (ii) if the Leverage Ratio is less than or equal to 5.50 then a value of zero, and (iii) otherwise, the percentage obtained by dividing (A) the applicable Tier 3 Leverage Ratio by (B) the Leverage Ratio minus the Senior Leverage Ratio; and (c) for Mezzanine Loans, (i) if the Senior Leverage Ratio is greater than or equal to 6.0, then a value of zero, (ii) if the Leverage Ratio is less than or equal to 6.0, then a value of 100%, and (iii) otherwise, the percentage obtained by dividing (A) the applicable Tier 3 Leverage Ratio by (B) the Leverage Ratio minus the applicable Senior Leverage Ratio. “Tier 3 Purchased Loan Balance” For each Eligible Loan, the product of the Purchased Loan Balance and the Tier 3 Percentage; provided, however, that, for any Eligible Loan which does not have positive TTM EBITDA, the “Tier 3 Purchased Loan Balance” shall be zero. T IER 4 D EFINITIONS : (T IER 4 INCLUDES F IRST L IEN L OANS , F IRST O UT L OANS , S ECOND L IEN L OANS , L AST O UT L OANS AND M EZZANINE L OANS ) “Adjusted Tier 4 Purchased Loan Balance” For any Eligible Loan, its Tier 4 Purchased Loan Balance minus the applicable Allocated Excess Concentration Loan Amount. “Tier 4 Advance Rate” 0%. “Tier 4 Leverage Ratio” For each Eligible Loan, shall be determined as follows: For First Lien Loans, First Out Loans, Second Lien Loans, Last Out Loans and Mezzanine Loans, the higher of (A) the applicable Leverage Ratio minus 6.00 and (B) zero. “Tier 4 Percentage” Means: (a) for First Lien Loans and First Out Loans, the percentage obtained by dividing (i) the applicable Tier 4 Leverage Ratio by (ii) the Leverage Ratio; and -11- (b) for Second Lien Loans, Last Out Loans and Mezzanine Loans, (i) if the Senior Leverage Ratio is greater than or equal to 6.00, then a value of 100%, (ii) if the Leverage Ratio is less than or equal to 6.0, then a value of zero and (iii) otherwise, the percentage obtained by dividing (A) the applicable Tier 4 Leverage Ratio by (B) the Leverage Ratio minus the Senior Leverage Ratio. “Tier 4 Purchased Loan Balance” For each Eligible Loan, the product of the Purchased Loan Balance and the Tier 4 Percentage; provided, however, that, for any Eligible Loan which does not have positive TTM EBITDA, the “Tier 4 Purchased Loan Balance” shall be equal to the Purchased Loan Balance. “Allocated Excess Concentration Loan Amount” means, as to any Eligible Loan, the Excess Concentration Loan Amount of such Eligible Loan allocated to the Tier 1 through Tier 4 Purchased Loan Balances of such Eligible Loan in the following order of priority until such Excess Concentration Loan Amount has been fully allocated: (i) first, to such Eligible Loan’s Tier 4 Purchased Loan Balance until such Tier 4 Purchased Loan Balance is zero; then (ii) to its Tier 3 Purchased Loan Balance until such Tier 3 Purchased Loan Balance is zero; then (iii) to its Tier 2 Purchased Loan Balance until such Tier 2 Purchased Loan Balance is zero; and then (iv) to its Tier 1 Purchased Loan Balance until such Tier 1 Purchased Loan Balance is zero. “Senior Funded Debt” means, with respect to any Eligible Loan, the portion of the Total Funded Debt of the Obligor of such loan that is senior in priority and right of repayment of such Eligible Loan. “Senior Leverage Ratio” means, for any Eligible Loan, the ratio of the Senior Funded Debt to TTM EBITDA of the Obligor of such Eligible Loan. “Weighted Average Advance Rate” means, as of any date of determination, the overall effective advance rate, expressed as a percentage, to be calculated as the sum of the Borrowing Base Contribution Amount for all Eligible Loans divided by the Aggregate Adjusted Purchase Loan Balance. -12- “Borrowing Base Contribution Amount” means, with respect to any Eligible Loan as of any date of determination, the sum of the products of (i) its Adjusted Tier 1 Purchased Loan Balance on such date and its Tier 1 Advance Rate, (ii) its Adjusted Tier 2 Purchased Loan Balance on such date and its Tier 2 Advance Rate, (iii) its Adjusted Tier 3 Purchased Loan Balance on such date and its Tier 3 Advance Rate and (iv) its Adjusted Tier 4 Purchased Loan Balance on such date and its Tier 4 Advance Rate. “Borrowing Base Test” means as of any date, a determination that (a) the lesser of (i) the Borrowing Base and (ii) the Facility Amount shall be equal to or greater than (b) the Advances Outstanding. “Borrower Notice” means a written notice, in the form of Exhibit A, to be used for each borrowing, repayment of each Advance or termination or reduction of the Facility Amount or Prepayments of Advances. “Breakage Costs” is defined in Section 2.11. “Business Day” means any day of the year other than a Saturday or a Sunday on which (a) (i) banks are not required or authorized to be closed in New York, New York and Virginia or (ii) which is not a day on which the Bond Market Association recommends a closed day for the U.S. Bond Market, and (b) with respect to any matters relating to SOFR Advances, a SOFR Business Day. “CBA” means CME Group Benchmark Administration Ltd. “Change -in -Control” means, with respect to any entity, the date on which (i) any Person or “group” acquires any “beneficial ownership” (as such terms are defined under Rule 13d-3 of, and Regulation 13D under, the Securities Exchange Act of 1934, as amended), either directly or indirectly, of membership interests or other equity interests or any interest convertible into any such interest in such entity having more than fifty percent (50%) of the voting power for the election of managers of such entity, if any, under ordinary circumstances, or (ii) (with regard to the Borrower, except in connection with any Discretionary Sale) an entity sells, transfers, conveys, assigns or otherwise disposes of all or substantially all of the assets of such entity; provided that in the case of the Servicer, no Change-in-Control shall be deemed to have taken place as long as executive officers of the Servicer hold greater than fifty percent (50%) of the indirect voting power for the election of managers or directors of the Servicer. “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (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 described in clauses (x) and (y) above be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. -13- “Charged -Off Loan” means any Loan (i) that is 120 days past due with respect to any interest or principal payment, (ii) for which an Insolvency Event has occurred with respect to the related Obligor or (iii) that is or should be written off as uncollectible by the Servicer in accordance with the Credit and Collection Policy. “Charged -Off Ratio” means, with respect to any Settlement Period, the percentage equivalent of a fraction, calculated as of the Determination Date for such Settlement Period, (i) the numerator of which is equal to the aggregate Outstanding Loan Balance of all Transferred Loans that became Charged-Off Loans during such Settlement Period and (ii) the denominator of which is equal to the sum of (A) the Aggregate Outstanding Loan Balance as of the first day of such Settlement Period and (B) the Aggregate Outstanding Loan Balance as of the last day of such Settlement Period divided by 2. “Closing Date” means October 19, 2006. “Code” means The Internal Revenue Code of 1986, as amended. “Collateral” means all right, title and interest, whether now owned or hereafter acquired or arising, and wherever located, of the Borrower in, to and under any and all of the following: (i) the Transferred Loans, and all monies due or to become due in payment of such Loans on and after the related Purchase Date; (ii) any Related Property securing the Transferred Loans, including all real estate collateral assigned to the Administrative Agent pursuant to an Assignment of Mortgage, and further including all Proceeds from any sale or other disposition of such Related Property; (iii) the Loan Documents relating to the Transferred Loans; (iv) all Supplemental Interests related to any Transferred Loans; (v) the Collection Account, all funds held in such account, and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such funds; (vi) all Collections and all other payments made or to be made in the future with respect to the Transferred Loans, including such payments under any guarantee or similar credit enhancement with respect to such Loans; (vii) all Hedge Collateral; -14- (viii) the Operating Account and all deposit or banking accounts of the Borrower with the Administrative Agent, and all funds held in such accounts, and all certificates and instruments, if any, from time to time representing or evidencing such accounts or such funds; and (ix) all income and Proceeds of the foregoing. For avoidance of doubt, the Collateral, in the case of “Related Property” pursuant to clause (ii) above, may be and mean a Lien held by the Borrower against such property, rather than an ownership interest in such property. “Collateral Custodian” means The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Midwest Trust Company, in its capacity as Collateral Custodian under the Custody Agreement, together with its successors and assigns. “Collateral Custodian Expenses” means the out-of-pocket expenses to be paid to the Collateral Custodian under the Custody Agreement. “Collateral Custodian Fee” means the fee to be paid to the Collateral Custodian as set forth in the Custody Agreement. “Collateral Quality Test” means as of any date, a set of tests that are satisfied so long as each of the following are satisfied: (i) the Weighted Average Spread on the Transferred Loans is equal to or greater than 6.5% as of such date, (ii) the Weighted Average Life of the Transferred Loans is equal to or less than 60 months as of such date, (iii) the weighted average Risk Rating of the portfolio of Transferred Loans shall not be less than B-/ B3/4 by S&P, Moody’s or the Servicer’s risk rating model, respectively, (iv) the Diversity Score for the Transferred Loans is greater than or equal to 7 as of such date and (v) the Required Minimum Obligors Test is being satisfied. “Collection Account” is defined in Section 7.4(e). “Collection Date” means the date following the Termination Date on which all Advances Outstanding have been reduced to zero, the Lenders have received all accrued Interest, fees, and all other amounts owing to them under this Agreement and the Hedging Agreement, the Hedge Counterparties have received all amounts due and owing hereunder and under the Hedge Transactions, and each of the Backup Servicer, the Collateral Custodian, the Administrative Agent and the Managing Agents have each received all amounts due to them in connection with the Transaction Documents. “Collections” means (a) all cash collections or other cash proceeds of a Transferred Loan received by or on behalf of the Borrower by the Servicer or Originator from or on behalf of any Obligor in payment of any amounts owed in respect of such Transferred Loan, including, without limitation, Interest Collections, Principal Collections, Deemed Collections, Insurance Proceeds, and all Recoveries, (b) all amounts received by the Buyer (as defined in the Purchase and Sale Agreement) in connection with the repurchase of an Ineligible Loan pursuant to Section 6.1 of the Purchase Agreement, (c) all amounts received by the Administrative Agent in connection with the purchase of a Transferred Loan pursuant to Section 7.7, (d) all payments received pursuant to any Hedging Agreement or Hedge Transaction, and (e) interest earnings in the Collection Account. -15- “Commitment” means (a) the commitment of each Lender in the amount set forth next to the name of such Lender on Schedule I hereto, in each case as such amount may be modified in accordance with the terms hereof; and (b) with respect to any Person who becomes a Lender pursuant to an Assignment and Acceptance or a Joinder Agreement, the commitment of such Person to fund any Advance to the Borrower in an amount not to exceed the amount set forth in such Assignment and Acceptance or Joinder Agreement, as such amount may be modified in accordance with the terms hereof. “Commitment Termination Date” means June 8, 2029, or such later date to which the Commitment Termination Date may be extended (if extended) in the sole discretion of the Lenders in accordance with this Agreement. “Contractual Obligation” means, with respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject. “Control Affiliate” means any Obligor in which the Originator, the Borrower or any Affiliate of the Borrower holds or acquires voting securities of such Obligor, in an amount such that the Originator, the Borrower or any Affiliate of the Borrower, or any or all of them jointly, would then have “control” of such Obligor, as defined in Section 2(a)(9) of the 1940 Act. “Controlled Transaction” means a Loan, the Obligor of which is a Control Affiliate. “Covenant -Lite Loan” means a Loan lacking traditional financial covenants requiring minimum interest or other debt service coverage or specifying maximum levels of leverage or other similar “maintenance” tests. “Credit Exposure” means, as to any Lender at any time, the outstanding principal amount of the Advances by such Lender. “Credit and Collection Policy” means those credit, collection, customer relation and service policies (i) determined by the Borrower, the Originator and the initial Servicer as of the date hereof relating to the Transferred Loans and related Loan Documents, as on file with the Administrative Agent and as the same may be amended or modified from time to time in accordance with Sections 5.1(r) and 7.9(g); and (ii) with respect to any Successor Servicer, the collection procedures and policies of such person (as approved by the Administrative Agent) at the time such Person becomes Successor Servicer. -16- “Current Pay Loan” means any Transferred Loan (a) in respect of which the Servicer or Originator shall have taken any of the following actions: charging a default rate of interest, restricting Obligor’s right to make subordinated payments (other than payments in respect of owner’s debts and seller financings in the original loan agreement), acceleration of the Transferred Loan, or foreclosure on collateral for the Loan, (b) that is not more than thirty (30) days past due with respect to any interest or principal payments and (c) in respect of which the Servicer shall have certified (which certification may be in the form of an e-mail or other written electronic communication) to the Administrative Agent that the Servicer does not believe, in its reasonable judgment, that a failure to pay interest or ultimate principal will occur. For avoidance of doubt, a Current Pay Loan shall be an Eligible Loan and included in the Borrowing Base but shall be subject to restriction as provided in the definitions of Excess Concentration Loan Amount and Outstanding Loan Balance. A Transferred Loan shall cease to be a Current Pay Loan if it (i) becomes a Defaulted Loan through failure to satisfy the requirements set forth in clauses (b) and (c) of the preceding sentence in this definition or (ii) becomes an Eligible Loan which is no longer a Current Pay Loan (such that it is no longer subject to restriction for purposes of Excess Concentration Loan Amount and Outstanding Loan Balance calculations), which shall occur upon receipt of a certification from the Servicer (which certification may be in the form of an e-mail or other written electronic communication) to the Administrative Agent that, as of the date of the certification (x) the applicable circumstances enumerated in clause (a) above which caused the Loan to be a Current Pay Loan shall no longer exist and (y) such Loan otherwise meets the definition of an Eligible Loan. “Custody Agreement” means the Custodial Agreement, dated as of the Closing Date among the Borrower, the Servicer, the Originator, the Administrative Agent and the Collateral Custodian, as amended by that certain Amendment No. 1 to Custodial Agreement dated as of April 14, 2009 and as the same may from time to time be further amended, restated, supplemented, waived or modified. “Deemed Collections” means, on any day, the aggregate of all amounts Borrower shall have been deemed to have received as a Collection of a Transferred Loan. Borrower shall be deemed to have received a Collection in an amount equal to the unpaid balance (including any accrued interest thereon) of a Transferred Loan if at any time the Outstanding Loan Balance of any such Loan is either (i) reduced as a result of any discount or any adjustment or otherwise by Borrower (other than receipt of cash Collections) or (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction). “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s ratable portion of the aggregate Credit Exposure of all Lenders (calculated as if all Defaulting Lenders had funded all of their respective Advances) over the aggregate outstanding principal amount of all Advances of such Defaulting Lender. “Default Rate” means the rate equal to the Base Rate plus 2% plus the Applicable Margin. “Default Ratio” means, with respect to any Settlement Period, the percentage equivalent of a fraction, calculated as of the Determination Date for such Settlement Period, (a) the numerator of which is equal to the aggregate Outstanding Loan Balance of all Transferred Loans (excluding Charged-Off Loans) that became Defaulted Loans during such Settlement Period and (b) the denominator of which is equal to (i) the sum of (x) the Aggregate Outstanding Loan Balance as of the first day of such Settlement Period and (y) the Aggregate Outstanding Loan Balance as of the last day of such Settlement Period divided by (ii) two. -17- “Defaulted Loan” means any Transferred Loan (a) as to which, (x) a default as to the payment of principal and/or interest has occurred and is continuing for a period of sixty (60) consecutive days with respect to such Loan (without regard to any grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders of such Loan have accelerated all or a portion of the principal amount thereof as a result of such default, (b) as to which a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor which is senior or pari passu in right of payment to such Loan, (c) as to which the Obligor or others have instituted proceedings to have the Obligor adjudicated bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such issuer has filed for protection under Chapter 11 of the United States Bankruptcy Code (unless (x) in the case of subclause (y) of clause (a) or clauses (b) and (c) the Loan is a Current Pay Loan, in which case it shall not be deemed a Defaulted Loan or (y) in the case of clauses (b) or (c), the Loan is a DIP Loan, in which case it shall not be deemed a Defaulted Loan), (d) that the Servicer has in its reasonable commercial judgment otherwise declared to be a Defaulted Loan or (e) that has a Risk Rating of “Ca,” “CC” or “1” or below by Moody’s, S&P or the Servicer, respectively. “Defaulting Lender” means, subject to Section 12.16, any Lender that (a) has failed to (i) fund all or any portion of its Advances within two Business Days of the date such Advances 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 Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Advances) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund an Advance 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 receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Insolvency Law, 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 solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so -18- long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 12.16) upon delivery of written notice of such determination to the Borrower, the Swingline Lender and each Lender. “Deposit Account Control Agreement” means each of (i) a letter agreement, substantially in the form of Exhibit L, among the Borrower, the Administrative Agent and the bank maintaining the Collection Account with respect to control of the Collection Account, as amended by Amendment No. 1 to Deposit Account Control Agreement dated as of April 14, 2009, and as the same may from time to time be further amended, modified, supplemented or restated, (ii) [Reserved] (iii) the Deposit Account Control Agreement dated as of April 14, 2009 with respect to the Operating Account among the Borrower, the bank maintaining the Operating Account and the Administrative Agent, as the same may be amended, modified, supplemented or restated from time to time and (iv) any letter agreement, substantially in the form of Exhibit L, among the Borrower, the Administrative Agent and the bank maintaining any Lock-Box Account. “Derivatives” means any exchange-traded or over-the-counter (i) forward, future, option, swap, cap, collar, floor, foreign exchange contract, any combination thereof, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) any similar transaction, contract, instrument, undertaking or security, or (iii) any transaction, contract, instrument, undertaking or security containing any of the foregoing. “Determination Date” means the last day of each Settlement Period. “DIP Loan” means a Transferred Loan, the Obligor of which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor as defined in Section 101(13) of the Bankruptcy Code (a “Debtor” ) organized under the laws of the United States or any state therein, the terms of which have been approved by an order of a court of competent jurisdiction, which order provides that (i) such DIP Loan is secured by liens on otherwise unencumbered property of the Debtor’s bankruptcy estate pursuant to 364(c)(2) of the Bankruptcy Code, (ii) such DIP Loan is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code, (iii) such DIP Loan is secured by junior liens on property of the Debtor’s bankruptcy estate already subject to a lien encumbered assets (so long as such DIP Loan is a fully secured claim within the meaning of Section 506 of the Bankruptcy Code), or (iv) if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code; provided that, in the case of the origination or acquisition of any DIP Loan, none of the Borrower or the Servicer have actual knowledge that the order set forth above is subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) or the subject of an appeal or stay pending appeal. -19- “Discretionary Sale” is defined in Section 2.16. “Discretionary Sale Notice” is defined in Section 2.16(a). “Discretionary Sale Settlement Date” means the Business Day specified by the Borrower to the Administrative Agent in a Discretionary Sale Notice as the proposed settlement date of a Discretionary Sale. “Discretionary Sale Trade Date” means the Business Day specified by the Borrower to the Administrative Agent in a Discretionary Sale Notice as the proposed trade date of a Discretionary Sale. “Distribution” is defined in Section 5.1(j). “Diversity Score” means the single number that indicates collateral concentration for Loans in terms of both Obligor and industry concentration, which is calculated as described in Schedule IV attached hereto. “Diversity Score Event” means, and shall be deemed to have occurred, at any time that the Diversity Score is less than 9 (but not less than 7) for a period of more than three continuous calendar months. “Drawn Amount” means, at any time, the sum of (i) Advances Outstanding and (ii) the Revolver Loan Unfunded Commitment Amount at such time. “Early Termination Event” is defined in Section 8.1. “EBITDA” means, with respect to any Obligor of a Loan, the earnings before interest, taxes, depreciation and amortization of such Obligor, as determined by the Servicer in the manner provided in the Loan Documents for such Loan. “Effective Date” means April 30, 2013. “Eligible Assignee” means a Person (a) that is a Lender or an Affiliate of a Lender or (b) (i) whose short-term rating is at least A-1 from S&P and P-1 from Moody’s, or whose obligations under this Agreement are guaranteed by a Person whose short-term rating is at least A-1 from S&P and P-1 from Moody’s and (ii) who is approved by the Administrative Agent (such approval not to be unreasonably withheld); provided that, notwithstanding any of the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or subsidiaries. -20- “Eligible Loan” means, on any date of determination, each Transferred Loan which satisfies each of the following requirements: (i) the Loan is evidenced by a promissory note that has been duly authorized and that, together with the related Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Loan Documents are enforceable against such Obligor in accordance with their respective terms; (ii) the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s business from the lending of money to the Obligor thereof; (iii) the Loan is not a Defaulted Loan; (iv) the Obligor of such Loan has executed all appropriate documentation required by the Originator; (v) the Loan, together with the Loan Documents related thereto, is a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein; (vi) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect; (vii) the Loan is denominated and payable only in United States dollars in the United States, and is not convertible by the Obligor into debt denominated in any other currency; (viii) the Loan bears interest, which is due and payable no less frequently than quarterly, except for (i) Loans which bear interest which is due and payable no less frequently than semi-annually, provided that the aggregate Purchased Loan Balances of such Loans do not exceed 10% of the Aggregate Purchased Loan Balance and (ii) PIK Loans; (ix) the Loan, together with the Loan Documents related thereto, does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Loan Documents related thereto is in material violation of any such Applicable Laws; -21- (x) the Loan, together with the related Loan Documents, is fully assignable (and if such Loan is secured by an interest in real property, an Assignment of Mortgage executed in blank has been delivered to the Collateral Custodian); (xi) the Loan was documented and closed in accordance with the Credit and Collection Policy, including the relevant opinions and assignments, and there is only one current original promissory note; (xii) the Loan and, in the case of a First Lien Loan, all Related Property (that is part of the Collateral) are free of any Liens except for Permitted Liens, any Liens expressly permitted in the definition of “First Lien Loan,” and Liens that are pari passu with Borrower’s Lien in terms of priority; (xiii) the Loan has an original term to maturity of no more than 120 months; (xiv) no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan; (xv) any Related Property with respect to such Loan is insured in accordance with the Credit and Collection Policy; (xvi) the Obligor with respect to such Loan is an Eligible Obligor; (xvii) if such Loan is a PIK Loan, such Loan shall pay a minimum of eight percent (8.0%) per annum current interest, on at least a quarterly basis; (xviii) the Loan is not a loan or extension of credit made by the Originator or one of its subsidiaries to an Obligor for the purpose of making any principal, interest or other payment on such Loan necessary in order to keep such Loan from becoming delinquent; (xix) the Loan has not been amended or subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than by reason of the repayment thereof) or extend the time for payment of principal or (B) reduce the rate or extend the time of payment of interest (or any component thereof), in each case without the consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed, provided , however , that such consent shall not be required for an amendment, deferral or waiver the effect of which is to (I) (x) reduce the rate of payment of interest or (y) defer the payment of interest for a period or periods not to exceed 93 days in the aggregate in any 12-month period, provided that after giving effect to any such reduction and/or deferral, the blended rate per annum is not less than the Term SOFR Reference Rate plus 5.00% or (II) extend the time for payment of principal due solely to the scheduled maturity of such Loan, so long as such Loan (1) is not a Defaulted Loan and (2) has not incurred and is not anticipated to incur a breach of a material financial covenant; and provided that, with respect to any Loan described in this clause (xix)(I) (each such loan, a “Credit Modified Loan” ) the Borrower shall have provided to the Administrative Agent the reports with respect to such Loan required under Section 5.1(t)(iv); provided , further , that a Credit Modified Loan with respect to which the applicable Obligor has made three successive scheduled payments of principal and/or interest may, with the consent of the Agent in its sole discretion, cease to be a Credit Modified Loan for purposes of this clause (xix); -22- (xx) if such Loan is a Qualifying Syndicated Loan, (a) the Borrower has purchased an interest in such Loan from a financial institution which such financial institution (A) has a short-term debt rating equal to at least A-1 from S&P and P-1 from Moody’s, (B) has been approved in writing by the Required Lenders prior to the related Funding Date or (C) has an investment grade rating of BBB+/Baa1 or greater and (b) such Loan closed not more than thirty (30) days previously; (xxi) if such Loan is a Revolver Loan, it shall be secured by a first priority, perfected security interest on certain assets of the Obligor which shall include, without limitation, accounts receivable and inventory; (xxii) if such Loan is a Revolver Loan, the revolving credit commitment of the Borrower to the applicable Obligor thereunder shall have a term to maturity of three years or less; (xxiii) if such Loan is a Fixed Rate Loan which is not subject to a Hedging Transaction, the interest rate charged on such Loan shall be equal to or greater than 9.0%; (xxiv) such Loan is not a Structured Finance Obligation; (xxv) such Loan is not an equity security, and does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor; (xxvi) such Loan is not an obligation whose repayment is subject to or derived from (a) the value of other loans, securities and/or financial instruments or (b) the value of bonds insuring against loss arising from natural catastrophes; (xxvii) the Servicer shall in respect of such Loan have calculated, (i) on or prior to the date on which such Loan became a Transferred Loan, and (ii) at least once per calendar quarter, within thirty Business Days after the date the Servicer provides the quarterly valuations for its serviced portfolio (commencing after the first anniversary of the date such Loan became a Transferred Loan), each of the following, in each case in accordance with the applicable Loan Documents for such Loan: EBITDA, Total Funded Debt, TTM EBITDA and each of the ratios required to be computed hereunder utilizing those three terms in the classification of such Loan hereunder; (xxviii) the financing of such Loan by the Lenders does not contravene Regulation U of the Federal Reserve Board, nor require the Lenders to undertake reporting thereunder which it would not otherwise have cause to make; -23- (xxix) if such security or loan is a Real Estate Loan, there is full recourse to the Obligor for principal and interest payments; (xxx) such Loan does not contain a confidentiality provision that restricts the ability of the Administrative Agent, on behalf of the Secured Parties, to exercise its rights under the Transaction Documents, including, without limitation, its rights to review the Loan, the related Loan File or the Originator’s credit approval file in respect of such Loan; provided , however , that a provision which requires the Administrative Agent or other prospective recipient of confidential information to maintain the confidentiality of such information shall not be deemed to restrict the exercise of such rights; (xxxi) the Obligor of which is not the Servicer, an Affiliate of the Borrower, the Originator or the Servicer or any other person whose investments are primarily managed by the Servicer or any Affiliate of the Servicer, unless such Loan is approved by the Required Lenders (for avoidance of doubt, the term “Affiliate” as used in this clause (xxxi) does not include an entity which is a “Control Affiliate” ); (xxxii) such Loan is not a Covenant-Lite Loan; (xxxiii) the proceeds of such Loan are not used to finance construction projects or activities; (xxxiv) the Loan is not any type of bond, whether high yield or otherwise, or any similar financial instrument; (xxxv) such Loan shall be a (A) First Lien Loan, (B) First Out Loan, (C) Second Lien Loan, (D) Last Out Loan or (E) Mezzanine Loan; (xxxvi) if such Loan is a Mezzanine Loan, such Loan shall have a Leverage Ratio of not greater than 6.25x; (xxxvii) if such Loan (A) ceased to be an Eligible Loan or (B) was not a Transferred Loan, in each case at the time such Loan became subject to any of the modifications described in clause (xix), with the consent of the Agent in its sole discretion provided that the applicable Obligor has made three successive scheduled payments of principal and/or interest on such Loan subsequent to such modification; and (xxxviii) if such Loan is not a First Lien Loan (other than as a result of failing to satisfy the proviso to the definition of “First Lien Loan” ), the Originator holds one or more classes of equity securities in the related Obligor (or an Affiliate thereof). “Eligible Obligor” means, on any day, any Obligor that satisfies each of the following requirements: (i) such Obligor’s principal office and any Related Property are located in Canada or the United States or any territory of the United States; -24- (ii) no other Loan of such Obligor is a Defaulted Loan; (iii) such Obligor is not the subject of any Insolvency Event, with the exception of an Obligor with regard to a DIP Loan; (iv) such Obligor is not a Governmental Authority; (v) such Obligor is in material compliance with all material terms and conditions of its Loan Documents; and (vi) such Obligor is not an Affiliate of the Borrower, the Servicer or the Originator (for avoidance of doubt, the term “Affiliate” as used in this clause (vi) does not include an entity which is a “Control Affiliate” ). “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. “ERISA Affiliate” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower; (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above. “Excess Concentration Limits” means, as of any date of determination, the following limits on the amount of the Purchased Loan Balance of all Eligible Loans which may be included in the Borrowing Base, as contemplated by the definition of Excess Concentration Loan Amount: (a) the Aggregate Adjusted Purchased Loan Balance of Eligible Loans, the Obligors of which are headquartered in any one state, shall not exceed 40% of the Aggregate Purchased Loan Balance; (b) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans to a single Obligor shall not exceed an amount equal to the greater of (a) $20,000,000 and (b) the product of (A) 10% and (B) the Aggregate Purchased Loan Balance; (c) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans to the eight (8) Obligors having the largest Purchased Loan Balances, in the aggregate, shall not exceed an amount equal to 75% of the Aggregate Purchased Loan Balance; provided, that, for purposes of calculating this clause (c), all Loans included in the Collateral or to become part of the Collateral the Obligor of which is an Affiliate of another Obligor shall be aggregated with all Loans of such other Obligor; (d) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are PIK Loans shall not exceed 15% of the Aggregate Purchased Loan Balance; -25- (e) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that have remaining terms to maturity greater than 84 months (measured as of the most recent Reporting Date) shall not exceed 15% of the Aggregate Purchased Loan Balance; (f) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are Qualifying Syndicated Loans, for which no Subsequent Delivery Trust Receipt (as defined in the Custody Agreement) has been received shall not exceed 10% of the Aggregate Purchased Loan Balance; (g) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which have a Risk Rating of CCC+/Caa1/3 or below shall not exceed 15% of the Aggregate Purchased Loan Balance; (h) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are Revolver Loans shall not exceed 15% of the Aggregate Purchased Loan Balance; (i) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which have not been priced by an Approved Valuation Service for a period in excess of (i) 135 days from the last day of the fiscal quarter during which such Loans became Transferred Loans or (ii) 135 days from the last date on which such Loans were priced by an Approved Valuation Service (other than those Loans which have a long term credit rating from S&P or Moody’s and have a quoted price by a financial institution rated at least A-1/P-1 that makes a market in such Loan or from a pricing service otherwise acceptable to the Managing Agents, which shall be expressly excluded from this subsection (i)) shall not exceed 0% of the Aggregate Purchased Loan Balance; (j) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that arise in connection with a Controlled Transaction shall not exceed 15% of the Aggregate Purchased Loan Balance; (k) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are Fixed Rate Loans shall not exceed 45% of the Aggregate Purchased Loan Balance; (l) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are Fixed Rate Loans which are not subject to a Hedge Transaction shall not exceed 20% of the Aggregate Purchased Loan Balance; (m) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are Current Pay Loans shall not exceed 10% of the Aggregate Purchased Loan Balance; (n) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are DIP Loans shall not exceed 10% of the Aggregate Purchased Loan Balance; -26- (o) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are not First Lien Loans (including Loans reclassified as “Second Lien Loans” through the definitions of “First Lien Loan” and “Last Out Loan”) shall not exceed 45% of the Aggregate Purchased Loan Balance; provided that the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are not First Lien Loans (without consideration for reclassified Loans) shall not exceed 35% of the Aggregate Purchased Loan Balance; (p) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are participation interests shall not exceed 10% of the Aggregate Purchased Loan Balance; (q) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans for which the applicable Eligible Obligor is domiciled in Canada shall not exceed 10% of the Aggregate Purchased Loan Balance; (r) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are Mezzanine Loans shall not exceed 5% of the Aggregate Purchased Loan Balance; (s) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans that are Real Estate Loans shall not exceed 5% of the Aggregate Purchased Loan Balance; (t) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans for which the Servicer has not calculated, at least once per calendar quarter within five Business Days after the date the Servicer provides the quarterly valuations for its serviced portfolio (commencing after the first anniversary of the date such Eligible Loan became a Transferred Loan), each of the following, in each case in accordance with the applicable Loan Documents for such corresponding Eligible Loan: EBITDA, Total Funded Debt, TTM EBITDA and each of the ratios required to be computed hereunder utilizing those three terms in the classification of such Loan hereunder shall not exceed 10% of the Aggregate Purchased Loan Balance; (u) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are Excess Leverage Loans shall not exceed 20% of the Aggregate Purchased Loan Balance; and (v) the Aggregate Adjusted Purchased Loan Balance of all Eligible Loans which are Second Lien Excess Leverage Loans shall not exceed 8% of the Aggregate Purchased Loan Balance. “Excess Concentration Loan Amount” means, with respect to each Eligible Loan included as part of the Collateral, as of any date of determination, the amount to be subtracted from the Purchased Loan Balance of such Eligible Loan resulting in an Adjusted Purchased Loan Balance satisfying all Excess Concentration Limits for all Adjusted Purchased Loan Balances of all Eligible Loans, as allocated in the reasonable business judgment of the Borrower, or the Servicer on its behalf. For purposes of clarity, the Excess Concentration Loan Amounts shall be calculated without duplication under the limits set forth below in paragraphs (a)-(v) in the definition of “Excess Concentration Limits.” In determining the effect of any single Loan on the Excess Concentration Loan Amount, the Servicer may determine, in its discretion, which of such applicable paragraphs (a)-(v) to utilize. -27- “Excess Leverage Loan” means any Eligible Loan (other than a Mezzanine Loan) having a Leverage Ratio greater than 6.25x. “Excess Payment” is defined in Section 7.18(a)(xvii)(C). “Facility Amount” means, at any time and as reduced or increased from time to time, pursuant to the terms of this Agreement the aggregate dollar amount of Commitments of all the Lenders, as of the date of determination; provided , however , that on or after the Termination Date, the Facility Amount shall be equal to the amount of Advances outstanding. As of the Amendment No. 13 Effective Date, the Facility Amount is $405,000,000. The Facility Amount may be increased up to a total of $405,000,000 in accordance with the provisions of Section 2.3(c). “Fair Market Value” means, with respect to each Eligible Loan, (1) to the extent that such Eligible Loan does not have a long term credit rating from S&P or Moody’s, the least of (a) to the extent priced by an Approved Valuation Service, the product of (x) the remaining principal amount of the Eligible Loan and (y) the pricing as determined by such Approved Valuation Service in its most recent quarterly pricing, (b) the remaining principal amount of such Eligible Loan and (c) if such Eligible Loan has been reduced in value below the remaining principal amount thereof (other than as a result of the allocation of a portion of the remaining principal amount to warrants), the value of such Eligible Loan as required by, and in accordance with, the 1940 Act, as amended, and any orders of the SEC issued to the Originator, to be determined by the Board of Directors of the Originator and reviewed by its auditors and (2) otherwise, the least of (a) (x) the remaining principal amount of such Eligible Loan times (y) the price quoted to the Borrower on such Eligible Loan from a financial institution rated at least A-1/P-1 that makes a market in such Eligible Loan or from a pricing service otherwise acceptable to the Managing Agents, (b) the remaining principal amount of such Eligible Loan and (c) if such Eligible Loan has been reduced in value below the remaining principal amount thereof (other than as a result of the allocation of a portion of the remaining principal amount to warrants), the value of such Eligible Loan as required by, and in accordance with, the 1940 Act, as amended, and any orders of the SEC issued to the Originator, to be determined by the Board of Directors of the Originator and reviewed by its auditors. “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (New York, New York time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System. -28- “Fee Letter” means any letter agreement in respect of fees among the Borrower and the Administrative Agent or any Managing Agent, each as it may be amended or modified and in effect from time to time. “Fifth Third” means Fifth Third Bank, National Association in its capacity either as a Lender or in its individual capacity, as applicable, and its successors or assigns. “First Lien Loan” means a loan that is entitled to the benefit of a first lien and first priority perfected security interest on a substantial portion of the assets (net of any real estate) of the respective Obligors (including any guarantors) obligated in respect thereof, and which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings, provided , however , that, in the case of accounts receivable and inventory (and the proceeds thereof), such lien and security interest may be second in priority to a working capital facility secured by a Permitted Working Capital Lien so long as the ratio of the amount outstanding under such working capital facility to TTM EBITDA is not greater than 1.5x. For the avoidance of doubt, in no event shall a First Lien Loan include a Last Out Loan, unless both the First Out Loan and the Last Out Loan are held by the Borrower or its Affiliates. “First Out Loan” means a Loan that (a) constitutes an Eligible Loan which is a First Lien Loan, (b) is secured on a pari passu basis with a Last Out Loan by a perfected, first priority security interest in a substantial portion of the assets of the related Obligor, and (c) following the occurrence of a specified event or trigger under the applicable Loan Documents, will be paid in full prior to the payment of any portion of the related Last Out Loan issued by the same Obligor, in accordance with a specified priority of payment; provided , however , that if (i) the Borrower holds both the First Out Loan and related Last Out Loan of an Obligor, or (ii) the Borrower holds a First Out Loan of an Obligor and an Affiliate of Borrower holds the related Last Out Loan, then in either case, both Loans will be considered to be First Lien Loans provided all other requirements of this definition are satisfied. “Fixed Rate Loan” means a Transferred Loan that bears interest at a fixed rate. “Floating Rate Loan” means a Transferred Loan that bears interest at a floating rate. “Floor” means a rate of interest equal to 0.35% per annum. “Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing Advances made by the Swingline Lender other than Swing Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders. “Funding Date” means any day on which an Advance is made in accordance with and subject to the terms and conditions of this Agreement. “Funding Request” means a Borrower Notice requesting an Advance and including the items required by Section 2.2. -29- “GAAP” means generally accepted accounting principles as in effect from time to time in the United States. “Governmental Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. “Group Advance Limit” means, for each Lender Group, the sum of the Commitments of the Lenders in such Lender Group. “Guarantor Event of Default” means the occurrence of any “Event of Default” under and as defined in the Performance Guaranty. “Hedge Breakage Costs” means, for any Hedge Transaction, any amount payable by the Borrower for the early termination of that Hedge Transaction or any portion thereof. “Hedge Collateral” is defined in Section 5.2(b). “Hedge Counterparty” means KeyBank, Fifth Third or any other entity that (a) on the date of entering into any Hedge Transaction (i) is an interest rate swap dealer that is either a Lender or an Affiliate of a Lender, or has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), and (ii) has a short-term unsecured debt rating of not less than A-1 by S&P and not less than P-1 by Moody’s, and (b) in a Hedging Agreement (i) consents to the assignment of the Borrower’s rights under the Hedging Agreement to the Administrative Agent pursuant to Section 5.2(b) and (ii) agrees that in the event that S&P or Moody’s reduces its short-term unsecured debt rating below A-1 or P-1, respectively, it shall transfer its rights and obligations under each Hedging Transaction to another entity that meets the requirements of clause (a) and (b) hereof or make other arrangements acceptable to the Administrative Agent and the Rating Agencies. “Hedge Transaction” means each interest rate cap transaction between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 5.2 and is governed by a Hedging Agreement. “Hedging Agreement” means each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into pursuant to Section 5.2, which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto substantially in a form as the Administrative Agent shall approve in writing, and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction. “ICE Data Pricing” means ICE Data Pricing and Reference Data, LLC. -30- “Increased Costs” means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.12. “Indebtedness” means, with respect to the Borrower or the initial Servicer at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Adverse Claims on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all indebtedness, obligations or liabilities of that Person in respect of Derivatives, and (f) obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, clauses (a) through (e) above. “Indemnified Amounts” is defined in Section 9.1(a). “Indemnified Party” is defined in Section 9.1(a). “Independent Director” is defined in the LLC Agreement. “Industry” means the industry of an Obligor as determined by reference to the Moody’s Industry Classifications. “Ineligible Loan” is defined in the Purchase Agreement. “Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing. “Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. -31- “Insolvency Proceeding” means any case, action or proceeding before any court or Governmental Authority relating to an Insolvency Event. “Insurance Policy” means, with respect to any Transferred Loan, an insurance policy covering physical damage to or loss to any assets or Related Property of the Obligor securing such Loan. “Insurance Proceeds” means any amounts payable or any payments made, to the Borrower or to the Servicer on its behalf under any Insurance Policy. “Interest” means, for each Settlement Period and each Advance outstanding during such Settlement Period, the product of: IR x P x AD 360 where IR = the Interest Rate applicable to such Advance, resetting as and when specified herein; P = the principal amount of such Advance on the first day of such Settlement Period, or if such Advance was first made during such Settlement Period, the principal amount of such Advance on the day such Advance is made; and AD = the actual number of days in such Settlement Period, or if such Advance was first made during such Settlement Period, the actual number of days beginning on the day such Advance was first made through the end of such Settlement Period; provided , however , that (i) no provision of this Agreement shall require or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. “Interest Collections” means any and all Collections which do not constitute Principal Collections. “Interest Coverage Ratio” means, with respect to any calendar quarter, the percentage equivalent of a fraction, calculated as of the last Determination Date in such calendar quarter, (a) the numerator of which is equal to the aggregate Interest Collections for such calendar quarter and (b) the denominator of which is equal to the sum of (x) the aggregate amount payable pursuant to Section 2.8(a)(ii), (iv), (v) and (vii) hereunder and (y) an amount equal to the sum of the products, for each day during the related calendar quarter, of (i) the Advances Outstanding, (ii) the weighted average of the Servicing Fee Rates used to compute the Servicing Fee for such calendar quarter, and (iii) a fraction, the numerator of which is 1 and the denominator of which is 360. -32- “Interest Rate” means for any Settlement Period and any Advance: (a) during the Revolving Period, a rate per annum equal to the Adjusted Term SOFR Rate plus the Applicable Margin; provided , however , that (i) upon the delivery of a notice from the Administrative Agent to the Borrower pursuant to Section 2.6(c) of this Agreement or (ii) during any Benchmark Unavailability Period, the Interest Rate shall be the Base Rate plus the Applicable Margin; and, provided , further , that the Interest Rate for the first two (2) Business Days following any Advance made by a Lender shall be the Base Rate plus the Applicable Margin unless such Lender has received at least two (2) Business Days’ prior notice of such Advance; or (b) during the Amortization Period, a rate equal to the Base Rate plus the Applicable Margin; (c) at any time following an Early Termination Event, a rate equal to the Default Rate; or (d) for a Swing Advance, a rate equal to the Base Rate plus the Applicable Margin. “Interest Reset Date” means the first day of each calendar month, or, if the first day of such calendar month is not a Business Day, the immediately preceding Business Day. “Investment” means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of assets pursuant to the Purchase Agreement and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business. “Joinder Agreement” means a joinder agreement substantially in the form set forth in Exhibit D hereto pursuant to which a new Lender Group becomes party to this Agreement. “Joint Lead Arrangers” is defined in the preamble hereto. “KeyBank” means KeyBank National Association and its successors or assigns. “Key Man Event” means the occurrence of either (i) none of John Sateri, Christopher Lee, Erika Highland, David A. R. Dullum or Taylor Ritchie are serving as executive officers of the Originator or (ii) less than two Approved Officers are serving as executive officers of the Originator and, in each such case, such failure of such designated Person to serve as executive officers of the Originator shall have continued for 180 days or more. -33- “Last Out Loan” means a Loan that (a) constitutes an Eligible Loan which is a First Lien Loan, (b) is secured on a pari passu basis with a First Out Loan by a perfected, first priority security interest in a substantial portion of the assets of the related Obligor, and (c) following the occurrence of a specified event or trigger under the applicable Loan Documents, will be paid only after all or a portion of the related First Out Loan issued by the same Obligor has been paid in full, in accordance with a specified priority of payment; provided , however , that if (i) the Borrower holds both the Last Out Loan and related First Out Loan of an Obligor, or (ii) the Borrower holds a Last Out Loan of an Obligor and an Affiliate of Borrower holds the related First Out Loan, then in either case, both Loans will be considered to be First Lien Loans provided all other requirements of the definition of a First Lien Loan are satisfied, and otherwise, the Last Out Loan will be considered to be a Second Lien Loan. “Lender Group” means any group consisting of a Lender and its related Managing Agent. “Lenders” is defined in the preamble hereto. “Leverage Ratio” means, for any Eligible Loan, the ratio of Total Funded Debt to TTM EBITDA of such Eligible Loan. “Lien” means, with respect to any Collateral, (a) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such Collateral, or (b) the interest of a vendor or lessor under any conditional sale agreement, financing loan or other title retention agreement relating to such Collateral. “Liquidation Expenses” means, with respect to any Defaulted Loan or Charged-Off Loan, the aggregate amount of out-of-pocket expenses reasonably incurred by the Borrower or on behalf of the Borrower by the Servicer (including amounts paid to any subservicer) in connection with the repossession, refurbishing and disposition of any related assets securing such Loan including the attempted collection of any amount owing pursuant to such Loan. “LLC Agreement” means that certain Limited Liability Company Agreement dated October 19, 2006 between the Borrower and the Originator, as amended by that certain Amendment No. 1 to Limited Liability Company Agreement dated April 13, 2010. “Loan” means any senior or subordinate loan arising from the extension of credit to an Obligor by the Originator in the ordinary course of the Originator’s business. “Loan Documents” means, with respect to any Loan, the related promissory note and any related loan agreement, security agreement, mortgage, assignment of mortgage, assignment of Loans, all guarantees, and UCC financing statements and continuation statements (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf in respect of such Loan and related promissory note, including, without limitation, general or limited guaranties and, for each Loan secured by real property an Assignment of Mortgage. “Loan File” means, with respect to any Loan, each of the Loan Documents related thereto. -34- “Loan List” means the Loan List provided by the Borrower to the Administrative Agent and the Collateral Custodian, as set forth in Schedule II hereto (which shall include the specific documents that should be included in each Loan File), as the same may be changed from time to time in accordance with the provisions hereof. “Lock -Box” means a post office box to which Collections are remitted for retrieval by a Lock-Box Bank and deposited by such Lock-Box Bank into a Lock-Box Account or Collection Account directly. “Lock -Box Account” means an account, subject to a Deposit Account Control Agreement, maintained in the name of the Borrower for the purpose of receiving Collections at a Lock-Box Bank. “Lock -Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts. “Managing Agent” means, as to any Lender, the financial institution identified as such on the signature pages hereof or in the applicable Assignment and Acceptance or Joinder Agreement. “Mandatory Prepayment” is defined in Section 2.4(a). “Margin Stock” is defined in Section 4.1(y). “Market Servicing Fee” is defined in Section 7.20. “Market Servicing Fee Differential” means, on any date of determination, an amount equal to the positive difference between the Market Servicing Fee and Servicing Fee. “Material Adverse Change” means, with respect to any Person, any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person. “Material Adverse Effect” means with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Servicer or the Borrower, (b) the validity, enforceability or collectibility of this Agreement or any other Transaction Document or any Liquidity Agreement or the validity, enforceability or collectibility of the Loans, (c) the rights and remedies of the Administrative Agent or any Secured Party under this Agreement or any Transaction Document or any Liquidity Agreement or (d) the ability of the Borrower or the Servicer to perform its obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority, or enforceability of the Administrative Agent’s or Secured Parties’ interest in the Collateral. “Maturity Date” means the date that is two years after the Termination Date. The Advances Outstanding will be due and payable in full on the Maturity Date. -35- “Maximum Lawful Rate” is defined in Section 2.6(d). “Mezzanine Loan” means any assignment of, or participation interest or other interest in, a Loan that is not a First Lien Loan or a Second Lien Loan. “Monthly Report” is defined in Section 7.11(a). “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto. “Moody’s Industry Classifications” means the classifications as set forth in Exhibit N. The classification under which an Eligible Loan is categorized shall be determined on the date of origination, and may be updated from time to time thereafter, in the reasonable discretion of the Borrower. “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees. “Net Worth” means, with respect to the Performance Guarantor, the total of net assets (determined in accordance with GAAP) plus Subordinated Debt (determined in accordance with GAAP, but excluding for purposes of testing compliance with Section 7.18(xiv) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)), less the total amount of any intangible assets, including without limitation, deferred charges and goodwill. “Non -Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Notes” is defined in Section 2.5(a). “Obligations” means all loans, advances, debts, liabilities and obligations, for monetary amounts owing by the Borrower to the Lenders, the Administrative Agent, the Managing Agents or any of their assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of this Agreement, any other Transaction Document or any Fee Letter delivered in connection with the transactions contemplated by this Agreement, or any Hedging Agreement, as amended or supplemented from time to time, whether or not evidenced by any separate note, agreement or other instrument. This term includes, without limitation, all principal, interest (including interest that accrues after the commencement against the Borrower of any action under the Bankruptcy Code), Breakage Costs, Hedge Breakage Costs, fees, including, without limitation, any and all arrangement fees, loan fees, facility fees, and any and all other fees, expenses, costs or other sums (including attorney costs) chargeable to the Borrower under any of the Transaction Documents or under any Hedging Agreement. -36- “Obligor” means, with respect to any Loan, the Person or Persons obligated to make payments pursuant to such Loan, including any guarantor thereof. For purposes of calculating the Excess Concentration Amount and the Required Equity Investment, all Loans included in the Collateral or to become part of the Collateral the Obligor of which is an Affiliate of another Obligor shall be aggregated with all Loans of such other Obligor. “Officer’s Certificate” means a certificate signed by any officer of the Borrower or the Servicer, as the case may be, and delivered to the Administrative Agent. “Operating Account” means the Borrower’s operating account number 1388338400 at The Bank of New York Mellon Trust Company, N.A. “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Borrower or the Servicer, as the case may be, and who shall be reasonably acceptable to the Administrative Agent. “Originator” means Gladstone Investment Corporation, a Delaware corporation. “Outstanding Loan Balance” means with respect to any Loan, the then outstanding principal balance thereof, provided , however , that with respect to Current Pay Loans, the “Outstanding Loan Balance” of such Loans shall be equal to 70% of the outstanding principal balance thereof. “Participant” is defined in Section 11.1(f). “Payment Date” means the ninth (9th) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day; provided that for purposes of distributions required pursuant to Section 2.8(a)(viii) only, “Payment Date” shall mean any Business Day. “Performance Guarantor” is defined in the Performance Guaranty. “Performance Guaranty” means the Performance Guaranty with respect to the obligations of the Servicer, dated as of the Closing Date, by the Originator in favor of the Borrower and the Administrative Agent, as amended by that certain Amendment No. 1 to Performance Guaranty dated as of April 14, 2009, that certain Amendment No. 2 to Performance Guaranty dated as of April 13, 2010, that certain Amendment No. 3 to Performance Guaranty dated as of October 26, 2011, that certain Amendment No. 4 to Performance Guaranty dated as of April 30, 2013, and as the same may be further amended, modified, supplemented or restated from time to time. “Permitted Distribution” means any Distribution: (a) if no Early Termination Event has occurred and is continuing or will occur as a result thereof, that is made in cash to the members of the Borrower so as to permit the Performance Guarantor to make distributions in cash to the holders of its capital stock to the extent necessary to comply with all applicable RIC/BDC Requirements and to avoid excise taxes imposed on RICs; -37- (b) if no Early Termination Event has occurred and is continuing or will occur as a result thereof, that is made within 180 days following the payment or prepayment of Advances Outstanding using the proceeds of an offering of securities by the Performance Guarantor (a “Paydown” ), provided that such Distribution is in an amount no greater than the amount of such Paydown and provided , further , that the proceeds of such Distribution are applied to retire securities (other debt or preferred stock) of the Performance Guarantor; and (c) if no Early Termination Event has occurred and is continuing or will occur as a result thereof, after giving effect to which Availability is greater than the amount equal to the sum of the Aggregate Borrowing Base Contribution Amounts for the two Obligors having the two largest Aggregate Borrowing Base Contribution Amounts. “Permitted Holder” means (a) Davi… |