Exhibit 10.1


 


Execution Version


 


FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
LOAN AGREEMENT


 


This First Amendment to the Third Amended and Restated Loan Agreement
(this "Amendment"), dated as of November 19, 2018, is entered into by and among WHITEHORSE FINANCE CREDIT I, LLC
(the "Company"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as lender (the "Lender") and administrative
agent (the "Administrative Agent"), CITIBANK, N.A., as collateral agent (the "Collateral Agent")
and securities intermediary (the "Securities Intermediary"), WHITEHORSE
FINANCE, INC. (the "Portfolio Manager") and Virtus Group LP, as collateral administrator (the "Collateral
Administrator"). Reference is hereby made to the Third Amended and Restated Loan Agreement (as amended or modified from
time to time, the "Loan Agreement"), dated as of May 15, 2018, among the Company, the Lender, the Administrative
Agent, the Collateral Agent, the Securities Intermediary, the Portfolio Manager and the Collateral Administrator. Capitalized terms
used herein without definition shall have the meanings assigned thereto in the Loan Agreement.


 


WHEREAS, the parties hereto
are parties to the Loan Agreement;


 


WHEREAS, the parties hereto desire to amend
the terms of the Loan Agreement in accordance with Section 10.05 thereof as provided for herein; and


 


ACCORDINGLY, the Loan Agreement
is hereby amended as follows:


 


SECTION 1.          AMENDMENTS
TO THE LOAN AGREEMENT


 


Effective as of the date hereof, the Loan Agreement is hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the bold and double-underlined text (indicated textually in the same manner as the following example:
bold and double-underlined text) as set forth on the pages of the Loan Agreement
(which Loan Agreement has been conformed to reflect amendments and modifications made pursuant to the Amendment) attached as Annex
A hereto.


 


SECTION 2.          MISCELLANEOUS.


 


(A)         The
parties hereto hereby agree that, except as specifically amended herein, the Loan Agreement is and shall continue to be in full
force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan
Agreement, or constitute a waiver of any provision of any other agreement.


 


(B)         The
Collateral Administrator, the Collateral Agent and the Securities Intermediary are hereby directed to execute and deliver this
Amendment.


 


(C)         The
Portfolio Manager hereby certifies that (i) all of the Company’s representations and warranties set forth in Section 6.01
of the Loan Agreement are true and correct (subject to any materiality qualifiers set forth therein) as of the date hereof and
(ii) as of the date hereof, no Default, Event of Default or Market Value Cure Failure has occurred and is continuing.


 


(D)        This
Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


(E)         This
Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 


(F)         This
Amendment shall be effective as of the date of this Amendment first written above.


 




    	 	1 	 



     


    

  


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the day and year first above written.


 


	 	WHITEHORSE FINANCE CREDIT I, LLC
	 	 	 
	 	By:	/s/ Edward J. Giordano 
	 	 	Name: Edward J. Giordano
	 	 	Title:  Authorized Signatory
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 	 
	 	By	/s/ James Greenfield
	 	 	Name: James Greenfield
	 	 	Title: Executive Director
	 	 	 
	 	CITIBANK, N.A., as Collateral Agent
	 	 	 
	 	By	/s/ Anthony Bausa
	 	 	Name: Anthony Bausa
	 	 	Title: Senior Trust Officer
	 	 	 
	 	CITIBANK, N.A., as Securities Intermediary
	 	 	 
	 	By	/s/ Anthony Bausa
	 	 	Name: Anthony Bausa
	 	 	Title: Senior Trust Officer


 




     


     


    

 


	 	VIRTUS GROUP LP, as Collateral Administrator
	 	 	 
	 	By	/s/ Paul Plank
	 	 	Name: Paul Plank
	 	 	Title: Sr. Director
	 	 	 
	 	whitehorse
    finance, inc., as Portfolio Manager
	 	 	 
	 	By	/s/ Edward J. Giordano 
	 	 	Name: Edward J. Giordano
	 	 	Title: Authorized Signatory
	 	 	 
	 	The Financing Provider
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
    as Lender
	 	 	 
	 	By	/s/ James Greenfield
	 	 	Name: James Greenfield
	 	 	Title: Executive Director


 




     


     


    

 


Annex A


 


Conformed Loan Agreement


 




     


     


    

   


EXECUTION
COPYExecution Version


 


Conformed through the
First Amendment dated as of November 19, 2018


 




 


THIRD AMENDED AND RESTATED


 


LOAN AGREEMENT


 


dated as of


 


December 23, 2015


 


Amended and restated as of June 27, 2016


 


Amended as of October 14, 2016


 


Amended and restated as of June 29, 2017


 


Amended and restated as of May 15, 2018


 


among


 


WHITEHORSE FINANCE CREDIT I, LLC


 


The Financing Providers Party Hereto


 


The Collateral Administrator, Collateral
Agent and Securities Intermediary Party Hereto


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


 


as Administrative Agent


 


and


 


WHITEHORSE FINANCE, INC.,


 


as Portfolio Manager


 





 






     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE
    I
	THE
    PORTFOLIO INVESTMENTS
	 	 	 
	SECTION
    1.01.	Purchases of
    Portfolio Investments	19
	SECTION
    1.02.	Procedures for
    Purchases and Related Financings	19
	SECTION
    1.03.	Conditions to
    Purchases or Substitutions	20
	SECTION
    1.04.	Sales of Portfolio
    Investments	21
	SECTION
    1.05.	Substitution	23
	SECTION
    1.06.	Certain Assumptions
    Relating to Portfolio Investments	23
	 	 	 
	ARTICLE
    II
	THE
    FINANCINGS
	 	 	 
	SECTION
    2.01.	Financing Commitments	24
	SECTION
    2.02.	[reserved]	24
	SECTION
    2.03.	Financings; Use
    of Proceeds	24
	SECTION
    2.04.	Other Conditions
    to Financings	25
	 	 	 
	ARTICLE
    III
	ADDITIONAL
    TERMS APPLICABLE TO THE FINANCINGS
	 	 	 
	SECTION
    3.01.	The Advances	28
	SECTION
    3.02.	General	32
	SECTION
    3.03.	Taxes	33
	 	 	 
	ARTICLE
    IV
	COLLECTIONS
    AND PAYMENTS
	 	 	 
	SECTION
    4.01.	Interest Proceeds	36
	SECTION
    4.02.	Principal Proceeds	36
	SECTION
    4.03.	Principal and
    Interest Payments; Prepayments; Commitment Fee	37
	SECTION
    4.04.	MV Cure Account	38
	SECTION
    4.05.	Priority of Payments	39
	SECTION
    4.06.	Payments Generally	40
	SECTION
    4.07.	Termination or
    Reduction of Financing Commitments	40
	 	 	 
	ARTICLE
    V
	THE
    PORTFOLIO MANAGER
	 	 	 
	SECTION
    5.01.	Appointment and
    Duties of the Portfolio Manager	41
	SECTION
    5.02.	Portfolio Manager
    Representations As to Eligibility Criteria; Etc.	41
	SECTION
    5.03.	Limitation of
    Liability; Indemnification	42
	 	 	 
	ARTICLE
    VI
	REPRESENTATIONS,
    WARRANTIES AND COVENANTS
	 	 	 
	SECTION
    6.01.	Representations
    and Warranties	43
	SECTION
    6.02.	Covenants of
    the Company	46
	SECTION
    6.03.	Amendments of
    Portfolio Investments, Etc.	52


 




     


     


    

 


	ARTICLE
    VII
	EVENTS
    OF DEFAULT
	 	 	 
	ARTICLE
    VIII
	ACCOUNTS;
    COLLATERAL SECURITY
	 	 	 
	SECTION
    8.01.	The Accounts; Agreement
    As to Control	55
	SECTION
    8.02.	Collateral Security;
    Pledge; Delivery	57
	 	 	 
	ARTICLE
    IX
	THE
    AGENTS
	 	 	 
	SECTION
    9.01.	Appointment of Administrative
    Agent and Collateral Agent	60
	SECTION
    9.02.	Additional Provisions
    Relating to the Collateral Agent, Securities Intermediary and the Collateral Administrator	64
	 	 	 
	ARTICLE
    X
	MISCELLANEOUS
	 	 	 
	SECTION
    10.01.	Non-Petition; Limited
    Recourse; Limited Recourse	66
	SECTION
    10.02.	Notices	66
	SECTION
    10.03.	No Waiver	67
	SECTION
    10.04.	Expenses; Indemnity;
    Damage Waiver; Right of Setoff	67
	SECTION
    10.05.	Amendments	68
	SECTION
    10.06.	Successors; Assignments	68
	SECTION
    10.07.	Governing Law; Submission
    to Jurisdiction; Etc.	70
	SECTION
    10.08.	Interest Rate Limitation	71
	SECTION
    10.09.	PATRIOT Act	71
	SECTION
    10.10.	Counterparts	71
	SECTION
    10.11.	Headings	71
	SECTION
    10.12.	Acknowledgement and
    Consent to Bail-In of EEA Financial Institutions	71


 


	Schedules	 
	 	 
	Schedule 1	Transaction Schedule
	Schedule 2	Contents of Notice of Acquisition
	Schedule 3	Eligibility Criteria
	Schedule 4	Concentration Limitations
	Schedule 5	Portfolio Investments
	Schedule 6	Moody’s Industry Classifications
	 	 
	Exhibit	 
	 	 
	Exhibit A	Form of Request for Advance


 




    - ii -


     


    

  


THIRD AMENDED AND RESTATED LOAN AGREEMENT
dated as of December 23, 2015, amended and restated as of June 27, 2016, amended October 14, 2016, amended and restated as of June
29, 2017 and amended and restated as of May 15, 2018 (this “Agreement”)
among WHITEHORSE FINANCE CREDIT I, LLC, as borrower (the “Company”);
WHITEHORSE FINANCE, INC. (the “Portfolio
Manager”); the Financing
Providers party hereto; the Collateral Agent party hereto (in such capacity, the “Collateral
Agent”); the Collateral
Administrator party hereto (in such capacity, the “Collateral
Administrator”); the Securities
Intermediary party hereto (in such capacity, the “Securities
Intermediary”); and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative
Agent”).


 


The Portfolio Manager and the Company wish
for the Company to acquire and finance certain loans and other debt securities (together with the Subsidiary Investments (as defined
below), the “Portfolio
Investments”), all on
and subject to the terms and conditions set forth herein.


 


On or about the date hereof, the Company
intends to acquire Participation Interests with elevation in certain Portfolio Investments listed on Schedule 5 hereto (the “Initial
Portfolio Investments”)
pursuant to a Sale and Participation Agreement (the “Natixis
Sale Agreement”), dated
on or about the date hereof, between the Company and WhiteHorse Finance Warehouse, LLC (in such capacity, the “Seller”).


 


The Seller has entered into a certain credit
facility (the “Natixis
Credit Facility”) to finance
its acquisition and holding of, inter alia, the Initial Portfolio Investments. To facilitate the sale of the Initial Portfolio
Investments to the Company and the release of the Lien of the Natixis Collateral Agent over the Initial Portfolio Investments,
the proceeds of the initial Advance will be paid pursuant to the Payment Direction Letter.


 


Furthermore, the Company intends to enter
into a Sale and Contribution Agreement (the “Parent
Sale Agreement”), dated
on or about the date hereof, between the Company and WhiteHorse Finance, Inc. (the “Parent”),
pursuant to which the Company shall from time to time acquire additional Portfolio Investments from the Parent.


 


The Portfolio Manager and the Company wish
for the Permitted Subsidiary to purchase or originate certain loans made to obligors in the State of California (the “Subsidiary
Investments”) and the
Company wishes to provide proceeds of Advances to the Permitted Subsidiary for that purpose.


 


On and subject to the terms and conditions
set forth herein, JPMorgan Chase Bank, National Association (“JPMCB”)
has agreed to make advances to the Company (“Advances”)
hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “Transaction
Schedule”). JPMCB, together
with its respective successors and permitted assigns, are referred to herein as the “Financing
Providers”, and the types
of financings to be made available by them hereunder are referred to herein as the “Financings”.
For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule
as being available hereunder shall not bind the parties hereto, and shall be of no force and effect.


 


Accordingly, the parties hereto agree as
follows:


 




     


     


    

 


Certain Defined Terms


 


“Accordion Date”
means any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be by
email) an Accordion Option Request.


 


“Accordion
Option” means, on any date prior to the termination of the Reinvestment Period on which the aggregate outstanding
principal amount of the Advances is at least equal to U.S.$155,000,000, the option of the Company to request in writing (which
may be by email) (an “Accordion Option Request”) from the Administrative Agent and the Financing
Providers an increase of the Financing Commitments to U.S.$235,000,000.


 


“Accounts”
has the meaning set forth in Section 8.01(a).


 


“Asset
Pledge Agreement” means
the asset pledge agreement, dated May 15, 2018, between the Permitted Subsidiary and Citibank, N.A., in its capacity as collateral
agent, related to the Pledged Accounts and the other assets of the Permitted Subsidiary.


 


“Additional
Distribution Date” has
the meaning set forth in Section 4.05.


 


“Adverse
Proceeding” means any
action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or
not purportedly on behalf of the Company) at law or in equity, or before or by any governmental
authority, domestic or foreignGovernmental Authority, whether pending,
active or, to the Company’s or
the Portfolio Manager’s knowledge,
threatened against or affecting the Company or the Portfolio Manager or their respective property that would reasonably be expected
to result in a Material Adverse Effect.


 


“Affiliate”
means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with,
such former Person (whether by virtue of ownership, contractual rights or otherwise) but, which shall not, with respect to the
Company include the obligors under any Portfolio Investment.


 


“Agent”
has the meaning set forth in Section 9.01.


 


“Agent
Business Day” means any
day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office of the
Collateral Agent is located (which shall initially be New York City).


 


“Amendment”
has the meaning set forth in Section 6.03.


 


"Amendment Date"
means November 19, 2018.


 


“Anti-Corruption
Laws” means all laws,
rules, and regulations of any jurisdiction applicable to the Company from time to time concerning or relating to bribery or corruption.


 


“Applicable
Law” means, for any Person,
all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes,
ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person
and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial,
or quasi-judicial tribunal or agency of competent jurisdiction.


 




    	 	- 2 -	 



     


    

 


“Base
Rate” means, for any day,
a rate per annum equal to the greatestgreater
of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. In the event that the Base
Rate is below zero at any time during the term of this Agreement, it shall be deemed to be zero until it exceeds zero again.


 


“Borrowing
Base Test” means a test
that will be satisfied on any date of determination if the following is true:


 





 


Where:


 


Adv = the aggregate principal amount of
the Advances actually outstanding on such date of determination;


 


PP = Principal Proceeds then on deposit
in the Accounts (including cash and Eligible Investments); and


 


AR = 5057%


 


“Business
Day” means any day on
which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral Agent
is located; provided that, with respect to any LIBO Rate related provisions herein, “Business
Day” shall be deemed to exclude
any day on which banks are required or authorized to be closed in London, England.


 


“Calculation
Period” means the period
from and including the date on which the first Advance is made hereunder to but excluding the first Calculation Period Start Date
following the date of such Advance and each successive period from and including a Calculation Period Start Date to but excluding
the immediately succeeding Calculation Period Start Date (or, in the case of the last Calculation Period, if the last Calculation
Period does not end on the 5th calendar day of March, June, September or December, the period from and including the related Calculation
Period Start Date to but excluding the Maturity Date).


 


“Calculation
Period Start Date” means
the 5th calendar day of March, June, September and December of each year (or, if any such date is not a Business Day, the immediately
succeeding Business Day), commencing in March, 2016.


 


"Cash Equivalents"
means, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and
principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed
by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct
obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of
at least "A-1" from S&P or at least "P-1" from Moody's; (iii) commercial paper maturing no more than three
months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least "A-1"
from S&P or at least "P-1" from Moody's; (iv) certificates of deposit or bankers' acceptances maturing within three
months after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia that (a) is at least "adequately capitalized" (as defined
in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $1,000,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $5,000,000,000,
and (c) has the highest rating obtainable from either S&P or Moody's.


 




    	 	- 3 -	 



     


    

 


“Change
in Law” means the occurrence,
after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that all requests, rules, guidelines
or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection
with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation
of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory
Practices (or any successor or similar authority) shall be deemed to have occurred after the date of this Agreement for purposes
of this definition, regardless of the date adopted, issued, promulgated or implemented.


 


“Change
of Control” means an event
or series of events by which (A) the Parent or its Affiliates, collectively, (i) shall cease to possess, directly or indirectly,
the right to elect or appoint (through contract, ownership of voting securities, or otherwise) managers that at all times have
a majority of the votes of the board of managers (or similar governing body) of the Company or to direct the management policies
and decisions of the Company or (ii) cease, directly or indirectly, to own and control legally and beneficially all of the equity
interests of the Company, (B) H.I.G. WhiteHorse Advisers, LLC or its Affiliates shall cease to be the investment advisor of the
Parent or (C) the Company shall (i) cease to possess the right to elect or appoint managers that at all times have a majority of
the votes of the board of managers (or similar governing body) of the Permitted Subsidiary or to direct the management policies
and decisions of the Permitted Subsidiary or (ii) cease to own and control legally and beneficially all of the equity interests
of the Permitted Subsidiary.


 


“Charges”
has the meaning set forth in Section 10.08.


 


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


 


“Collateral”
has the meaning set forth in Section 8.02(a).


 


“Collateral
Principal Amount” means
(A) the aggregate principal balance of the Portfolio, including the funded and unfunded balance of any Delayed Funding Term Loan
or Revolving Loan, plus (B) the amounts on deposit in the Accounts (including cash and Eligible Investments) representing
Principal Proceeds minus (C) the aggregate principal balance of all Ineligible Investments.


 


“Collection
Account” has the meaning
set forth in Section 8.01(a).


 


"Commitment Increase
Date" means any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be
by email), with a copy to the Collateral Administrator and the Collateral Agent, a Commitment Increase Option Request.


 


"Commitment Increase
Option" means, on any date prior to the termination of the Reinvestment Period on which the aggregate outstanding principal
amount of the Advances is at least equal to U.S.$155,000,000, the option of the Company to request in writing (which may be by
email) (an "Commitment Increase Option Request"), with a copy to the Collateral Administrator and the Collateral Agent,
from the Administrative Agent and the Financing Providers an increase of the Financing Commitments to U.S.$235,000,000.


 




    	 	- 4 -	 



     


    

  


“Concentration
Limitation Excess” means,
without duplication, the principal amount of any Portfolio Investment that exceeds any Concentration Limitation; provided
that the Portfolio Manager shall select in its sole discretion which Portfolio Investment(s) constitute part of the Concentration
Limitation Excess; provided, further, that, with respect to any Delayed Funding Term Loan or Revolving Loan, the Portfolio Manager
shall select any term Portfolio Investment from the same obligor and/or any funded portion of the aggregate commitment amount of
such Delayed Funding Term Loan or Revolving Loan before selecting any unfunded portion of such aggregate commitment amount; provided,
further, that, if the Portfolio Manager does not so select any Portfolio Investment(s), the applicable portion of the Portfolio
Investment(s) with the lowest Market Value (as determined in the reasonable commercial judgment of the Administrative Agent) shall
make up the Concentration Limitation Excess.


 


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


 


“Credit
Risk Parties” has the
meaning set forth in Article VII(b).


 


“Custodial
Account” has the meaning
set forth in Section 8.01(a).


 


“Deliver”
has the meaning set forth in Section 8.02(b).


 


“Delayed
Funding Term Loan” means
any Loan that (a) requires the holder thereof to make one or more future advances to the obligor under the underlying instruments
relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit
the re-borrowing of any amount previously repaid by the obligor thereunder; but any such loan will be a Delayed Funding Term Loan
only to the extent of undrawn commitments except as expressly set forth herein and only until all commitments by the holders thereof
to make advances to the obligor thereon expire or are terminated or reduced to zero.


 


“Designated
Email Notification Address”
means glombard@higcapital.com, provided that, so long as no Event of Default shall have occurred and be continuing and no
Market Value Event shall have occurred, the Company may, upon at least five Business Day’s
written notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate any other email address
with respect to the Company as the Designated Email Notification Address.


 


“Designated
Independent Broker-Dealer”
means J.P. Morgan Securities LLC; provided that, so long as no Market Value Event shall have occurred and no Event of Default
shall have occurred and be continuing, the Company may, upon at least five Business Day’s
written notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate another Independent
Broker-Dealer as the Designated Independent Broker-Dealer; provided further that, with respect to the proposed sale of a
Portfolio Investment, no other Independent Broker-Dealer may be designated as the Designated Independent Broker-Dealer without
the consent of the Administrative Agent.


 


“Disruption
Event” means either or
both of (a) a material disruption to those payment or communications systems or to those of financial markets which are, in each
case, required to operate in order for payments to be made in connection with this Agreement (or otherwise in order for the transactions
contemplated by the Loan Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the
parties hereto; or (b) the occurrence of any other event which results in a disruption (of a technical of systems-related nature)
to the treasury or payments operations of a party preventing that or any other party (i) from performing its payment obligations
under the Loan Documents or (ii) from communicating with other parties in accordance with the terms of the Loan Documents.


 




    	 	- 5 -	 



     


    

  


“EBITDA”
means, with respect to the last four full fiscal quarters with respect to any Portfolio Investment, the meaning of “EBITDA”,
 “Adjusted EBITDA”
or any comparable definition in the underlying instruments for each such Portfolio Investment, and in any case that “EBITDA”,
 “Adjusted EBITDA”
or such comparable definition is not defined in such underlying instruments, an amount, for the obligor on such Portfolio Investment
and any parent that is obligated pursuant to the underlying instruments for such Portfolio Investment (determined on a consolidated
basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus (a)
interest expense, (b) income taxes, (c) depreciation and amortization for such four fiscal quarter period (to the extent deducted
in determining earnings from continuing operations for such period), (d) amortization of intangibles (including, but not limited
to, goodwill, financing fees and other capitalized costs), other non-cash charges and organization costs, (e) extraordinary losses
in accordance with GAAP, (f) one-time, non-recurring or non-cash charges consistent with the applicable compliance statements and
financial reporting packages provided by such obligor, and (g) any other item the Portfolio Manager and the Administrative Agent
mutually deem to be appropriate; provided that with respect to any obligor for which four full fiscal quarters of economic
data are not available, EBITDA shall be determined for such obligor based on annualizing the economic data from the reporting periods
actually available.


 


“Effective
Date” has the meaning
set forth in Section 2.04.


 


“Eligibility
Criteria” has the meaning
set forth in Section 1.03(1).


 


“Eligible
Investments” has the meaning
set forth in Section 4.01.


 


“Equity
Pledge Agreement” means
the Equity Pledge Agreement, dated as of May 15, 2018, among the Company, as pledgor, and the Collateral Agent, as security agent,
pursuant to which the Company pledges all of its right, title and interest in the equity interests in the Permitted Subsidiary
to the Collateral Agent, for the benefit of the Secured Parties.


 


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” means any trade
or business (whether or not incorporated) under common control with the Company, the Permitted Subsidiary or the Parent, as applicable,
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 412, 430 or 431 of the Code).


 


“ERISA
Event” means that (1)
any of the Company, the Permitted Subsidiary or the Parent has underlying assets which constitute “plan
assets” within the meaning
of the Plan Asset Rules or (2) any of the Company, the Permitted Subsidiary or the Parent sponsors, maintains, contributes to,
is required to contribute to or has any material liability with respect to any Plan.


 


“Event
of Default” has the meaning
set forth in Article VII.


 




    	 	- 6 -	 



     


    

 


“Excess
Interest Proceeds” means,
at any time of determination, the excess of (1) amounts then on deposit in the Accounts representing Interest Proceeds over (2)
the projected amount required to be paid pursuant to Section 4.05(a), (b) and (c) on the next Interest Payment
Date, the next Additional Distribution Date or the Maturity Date, as applicable, in each
case, as determined by the Company in good faith and in a commercially reasonable manner and verified by in the case of clause
(1) the Collateral Agent and otherwise by the Administrative Agent.


 


“Excluded
Taxes” means any of the
following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a Secured
Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each
case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the
case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Financing Commitment or Advance pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Financing Commitment or Advance or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect
to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office,
(c) Taxes attributable to such Secured Party’s
failure to comply with Section 3.03(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Expense
Reserve Account” has the
meaning set forth in Section 8.01(a).


 


“Expense
Reserve Account Amount”
means, on any date of determination, an amount equal to U.S.$100,000 minus the available balance of the Expense Reserve
Account on such date; provided that, with respect to any Additional Distribution Date, the aggregate Expense Reserve Account
Amount with respect to such Additional Distribution Date shall be an amount equal to U.S.$100,000 minus the available balance of
the Expense Reserve Account on such date minus the Expense Reserve Account Amount(s) on any prior Additional Distribution Date(s)
occurring during the same Calculation Period.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any intergovernmental agreements thereunder, similar or related non-U.S. Law that correspond to Sections 1471 to 1474 of the Code,
any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection
with the implementation of such sections of the Code and any U.S. or non-U.S. fiscal or regulatory law, legislation, rules, guidance,
notes or practices adopted pursuant to such intergovernmental agreement.


 


“Federal
Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of
1%) of the rates on overnight Federal funds transactions with members ofrate calculated
by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions, as determined
in such manner as the Federal Reserve System arranged by Federal funds brokers, asBank
of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it
as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so
determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 




    	 	- 7 -	 



     


    

  


“Financing
Commitment” means, with
respect to each Financing Provider and each type of Financing available hereunder at any time, the commitment of such Financing
Provider to provide such type of Financing to the Company hereunder in an amount up to but not exceeding the portion of the applicable
financing limit set forth on the Transaction Schedule that is held by such Financing Provider at such time.


 


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


 


“GAAP”
means generally accepted accounting principles in the effect from time to time in the United States, as applied from time to time
by the Company.


 


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


 


“Indebtedness”
as applied to any Person, means, without duplication, as determined in accordance with GAAP, (i) all indebtedness of such Person
for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar
instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course of business; (iv) that portion of obligations with respect to capital leases that is properly
classified as a liability on a balance sheet; (v) all non-contingent obligations of such Person to reimburse or prepay any bank
or other Person in respect of amounts paid under a letter of credit, banker’s
acceptance or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt
is assumed by such Person; and (vii) all debt of others guaranteed by such Person and other contingent obligations to purchase,
to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss. Notwithstanding
the foregoing, “Indebtedness”
shall not include a commitment arising in the ordinary course of business to purchase a future Portfolio Investment in accordance
with the terms of this Agreement.


 


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


 


“Indemnified
Person” has the meaning
specified in Section 5.03(b).


 


“Indemnitee”
has the meaning set forth in Section 10.04(b).


 


“Independent
Broker-Dealer” means any
of the following (as such list may be revised from time to time by mutual agreement of the Company and the Administrative Agent):
Bank of America/Merrill Lynch, Barclays Bank, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, Morgan Stanley,
Nomura, Royal Bank of Scotland, UBS any Affiliate of any of the foregoing, but in no event including the Company or any Affiliate
of the Company.


 




    	 	- 8 -	 



     


    

 


“Ineligible
Investment” means, from
time to time, any Portfolio Investment that fails, at such time, to satisfy the Eligibility Criteria; provided, that, with
respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on Schedule
3, the Eligibility Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any
time after such waiver and such Portfolio Investment shall not be considered an “Ineligible
Investment” by reason of its
failure to meet such waived criteria; provided, further, that any Portfolio Investment (other than an Initial Portfolio
Investment) which has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade Date
or Substitution Date, as applicable, will be deemed to be an Ineligible Investment until such later date (if any) on which such
Portfolio Investment is so approved; provided, further, that any Participation Interest granted under the Natixis
Sale Agreement that has not been elevated to an absolute assignment on or prior to the 30th calendar day following the Effective
Date (or, if the Portfolio Manager has provided the Administrative Agent with evidence satisfactory to the Administrative Agent
in its sole discretion that the Company is diligently pursuing such elevation, the 60th calendar day following the Effective Date)
shall constitute an Ineligible Investment until the date on which such elevation has occurred.


 


“Initial
Portfolio Investments”
has the meaning set forth in the recitals.


 


“Interest
Payment Date” has the
meaning set forth in Section 4.03(b).


 


“Interest
Proceeds” means all payments
of interest received in respect of the Portfolio Investments and Eligible Investments acquired with the proceeds of Portfolio Investments
(in each case other than accrued interest purchased using Principal Proceeds, but including proceeds received from the sale of
interest accrued after the date on which the Company or the Permitted Subsidiary acquired the related Portfolio Investment), all
other payments on the Eligible Investments acquired with the proceeds of Portfolio Investments (for the avoidance of doubt, such
other payments shall not include principal payments (including, without limitation, prepayments, repayments or sale proceeds) with
respect to Eligible Investments acquired with Principal Proceeds) and all payments of fees, dividends and other similar amounts
received in respect of the Portfolio Investments or deposited into any of the Accounts (including closing fees, commitment fees,
facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation,
customary syndication or other up-front fees and customary administrative agency or similar fees); provided, however,
that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or
Unfunded Exposure Account or any proceeds therefrom.


 


“IRS”
means the United States Internal Revenue Service.


 


“Investment”
means (a) the purchase of any debt or equity security of any other Person, or (b) the making of any loan or advance to any other
Person, or (c) becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.


 


“Lender”
has the meaning set forth in Section 2.01.


 


“Lender
Participant” has the meaning
set forth in Section 10.06(c).


 


“LIBO
Rate” means, for each
Calculation Period relating to an Advance, the rate appearing on the Reuters Screen at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Calculation Period, as the rate for U.S. dollar deposits with a maturity of
three months. If such rate is not available at such time for any reason, then the LIBO Rate for such Calculation Period shall be
equal to the rate that results from interpolating on a linear basis between (a) the rate appearing on the Reuters Screen for the
longest period available that is shorter than three months and (b) the rate appearing on the Reuters screen that is the shortest
period available that is longer than three months. The LIBO Rate shall be determined by the Administrative Agent (and notified
in writing to the Collateral Administrator and the Portfolio Manager), and such determination shall be conclusive absent manifest
error. Notwithstanding anything in the foregoing to the contrary, if the LIBO Rate as calculated for any purpose under this Agreement
is below zero, the LIBO Rate will be deemed to be zero for such purpose until such time as it exceeds zero again.


 




    	 	- 9 -	 



     


    

  


“Lien”
means any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind, including tax liens, mechanics’
liens and any liens that attach by operation of law.


 


“Loan”
means any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement or other similar
credit agreement.


 


“Loan
Documents” means this
Agreement, the Asset Pledge Agreement, the Equity Pledge Agreement, the Natixis Sale Agreement, the Parent Sale Agreement, the
Payoff Letter and the Payment Direction Letter.


 


“Losses”
has the meaning set forth in Section 5.03(a).


 


“Market
Value” means, on any date
of determination, (i) with respect to any Senior Secured Loan or Second Lien Loan, the average indicative bid-side price determined
by Markit Group Limited or LoanX, Inc. (or, if the Administrative Agent determines in its sole discretion that such bid price is
not available or is not indicative of the actual current market value, the market value of such Senior Secured Loan or Second Lien
Loan as determined by the Administrative Agent in good faith and in a commercially reasonable manner) and (ii) with respect to
any other Portfolio Investment, the market value of such Portfolio Investment as determined by the Administrative Agent in good
faith and in a commercially reasonable manner, in each case, expressed as a percentage of par. So long as no Market Value Event
has occurred or Event of Default has occurred and is continuing, the Portfolio Manager shall have the right to initiate a dispute
of the Market Value of certain Portfolio Investments as set forth below; provided that the Portfolio Manager provides the
bid or valuation set forth below no later than 2:00 p.m. New York City time on the Business Day immediately following the related
date of determination.


 


If the Portfolio Manager disputes the determination of Market
Value with respect to any Portfolio Investment whose Market Value is not determined by the Administrative Agent using Markit Group
Limited or LoanX, Inc., the Portfolio Manager may, with respect to up to three such Portfolio Investments in each calendar quarter,
engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the applicable Portfolio
Investments and submit evidence of such valuation to the Administrative Agent. With respect to any Portfolio Investment whose Market
Value is determined by the Administrative Agent using Markit Group Limited or LoanX, Inc., the Portfolio Manager may, at the expense
of the Company, obtain a written executable bid from an Independent Broker-Dealer for such Portfolio Investment and submit evidence
of such bid to the Administrative Agent; provided that the Administrative Agent has the ability
to execute any such bid by selling any portion of such Portfolio Investment held by the Administrative Agent or its Affiliate for
its own account to any such Independent Dealer (either directly or indirectly through a broker or other intermediary reasonably
acceptable to the Administrative Agent) at the time (but no earlier than) such bid is delivered to the Administrative Agent by
the Portfolio Manager.


 


The market value of any Portfolio Investment
determined in accordance with the immediately preceding paragraph will be the Market Value for the applicable Portfolio Investment
from and after (but not earlier than) the Business Day following delivery of notice of such valuation to the Administrative Agent
until the Administrative Agent has made a good faith and commercially reasonable determination that the Market Value of such Portfolio
Investment has changed, in which case the Administrative Agent may determine another Market Value (in accordance with the definition
of Market Value).


 




    	 	- 10 -	 



     


    

 


Notwithstanding anything to the contrary
herein, (A) the Market Value for any Portfolio Investment shall not be greater than the par amount thereof, (B) the Market Value
of any Ineligible Investment shall be deemed to be zero and (C) the Administrative Agent shall be entitled to disregard as invalid
any bid submitted by the Portfolio Manager from any Independent Broker-Dealer if, in the Administrative Agent’s
good faith judgment: (i) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio
Investment or portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal
market for such Portfolio Investment, as reasonably determined by the Administrative Agent; or (ii) such firm bid or such firm
offer is not bona fide due to the insolvency of the Independent Broker-Dealer.


 


The Administrative Agent shall notify the
Company, the Portfolio Manager and the Collateral Administrator in writing of the then-current Market Value of each Portfolio Investment
in the Portfolio no later than the 5th day of each calendar month or upon the reasonable request of the Portfolio Manager. Any
notification from the Administrative Agent to the Company that the events set forth in clause (A)(i) of the definition of the term
Market Value Event have occurred and is continuing shall be accompanied by a written statement showing the then-current Market
Value of each Portfolio Investment.


 


“Market
Value Cure” means, on
any date of determination, (i) the contribution by the Parent of additional Portfolio Investments and the pledge and Delivery thereof
by the Company to the Collateral Agent pursuant to the terms hereof, (ii) the contribution by the Parent of cash to the Company
and the pledge and Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof (which amounts shall be
deposited in the MV Cure Account), (iii) the prepayment by the Company of an aggregate principal amount of Advances (together with
accrued and unpaid interest thereon) or (iv) any combination of the foregoing clauses (i), (ii) and (iii), in each case during
the Market Value Cure Period, at the option of the Portfolio Manager, and in an amount such that the Net Asset
Value exceedsAdvances are less than the product of (a) the Market Value
Cure Trigger specified on the Transaction Schedule and (b) the Net AdvancesAsset
Value; provided that, any Portfolio Investment contributed to the Company in connection with the foregoing must
meet all of the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration
Limitations (as defined on Schedule 4) shall be satisfied after such contribution or, if not satisfied immediately prior to such
contribution, maintained or improved. For the purposes of any request for consent of the Administrative Agent pursuant to clause
(i) in the immediately preceding sentence, if the Company notifies the Administrative Agent on the day on which the events set
forth in clause (A)(i) of the definition of the term Market Value Event has occurred and is continuing of its intention to contribute
a Portfolio Investment to the Company to cure such event and requests the related consent thereto, the Administrative Agent shall
respond to such request no later than one (1) Business Day after such notice is received. In connection with any Market Value Cure,
a Portfolio Investment shall be deemed to have been contributed to the Company if there has been a valid, binding and enforceable
contract for the assignment of such Portfolio Investment to the Company and, in the reasonable judgment of the Portfolio Manager,
such assignment will settle, in the case of a Loan, within fifteen (15) Business Days thereof and, in the case of any other Portfolio
Investment, within four (4) Business Days thereof. The Portfolio Manager shall use its commercially reasonable efforts to effect
any such assignment within such time period.


 


“Market
Value Cure Failure” means
the failure by the Company to effect a Market Value Cure as set forth in the definition of such term.


 


“Market
Value Cure Period” means
the period commencing on the Business Day on which the Portfolio Manager receives notice from the Administrative Agent (which if
received after 2:00 p.m., New York City time, on any Business Day, shall be deemed to have been received on the next succeeding
Business Day) of the occurrence of the events set forth in clause (A)(i) of the definition of the term Market Value Event and ending
at (x) the close of business in New York two (2) Business Days thereafter or (y) such later date and time as may be agreed to by
the Administrative Agent in its sole discretion.


 




    	 	- 11 -	 



     


    

  


“Market
Value Event” means (A)
the occurrence of both of the following events (i) the Administrative Agent shall have determined and notified the Portfolio Manager
in writing as of any date that the Net Asset Value does not equal orAdvances
exceed the product of (a) the Market Value Trigger specified on the Transaction Schedule and (b) the Net AdvancesAsset
Value and (ii) a Market Value Cure Failure or (B) if in connection with any Market Value Cure, a Portfolio Investment
sold, contributed or deemed to have been contributed to the Company shall fail to settle within (i) in the case of a Loan, fifteen
(15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related
Trade Date thereof and (ii) in the case of any other Portfolio Investment, four (4) Business Days (or such longer period of time
agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof.


 


“Material
Adverse Effect” means
a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Company or the Portfolio
Manager, taken as a whole, (b) the ability of the Company or the Portfolio Manager to perform its obligations under this Agreement
or any of the other Loan Documents or (c) the rights of or benefits available to the Administrative Agent or the Lenders under
this Agreement or any of the other Loan Documents.


 


“Material
Amendment” has the meaning
set forth in Section 10.06(c).


 


“Maturity
Date” means the date that
is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the Secured
Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration of the Secured
Obligations, (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result of one or more
prepayments and the Financing Commitments are irrevocably terminated and (4) the date after a Market Value Event on which all Portfolio
Investments have been sold and the proceeds therefrom have been received by the Company.


 


“Maximum
Rate” has the meaning
set forth in Section 10.08.


 


“Mezzanine
Obligation” means a Portfolio
Investment which is unsecured, subordinated debt of a company that represents a claim on such
company’s assets which is senior only to that of the equity securities of such companythe
obligor.


 


“Minimum
Funding Amount” means,
on any date of determination, the amount set forth in the table below:


 


	Period Start Date	Period End Date	Minimum Funding Amount 

(U.S.$)
	ClosingAmendment Date	To and including September 23, 2016May 19, 2019	100,000,000115,000,000
	September 24, 2016May 20, 2019	To and including the earlier of (i) November 23, 2016 and (ii) the Accordion DateAugust 19, 2019	143,200,000135,000,000
	Unless the AccordionCommitment Increase Date has occurred, November 24, 2016August 20, 2019	To and including the earlier of (i) the last day of the Reinvestment Period and (ii) the AccordionCommitment Increase Date	155,000,000
	If the AccordionCommitment Increase Date occurs, the day following the AccordionCommitment Increase Date	If the AccordionCommitment Increase Date occurs, to and including the last day of the Reinvestment Period	175,000,000”


 




    	 	- 12 -	 



     


    

 


“MV
Cure Account” has the
meaning set forth in Section 8.01(a).


 


“Nationally
Recognized Valuation Provider”
means (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a Lincoln Partners LLC), (iii) Duff & Phelps
Corp., (iv) Valuation Research Corporation, (v) FTI Consulting, Inc. and (vi) Murray Devine and (vii) Alvarez & Marsal; provided
that any independent entity providing professional asset valuation services may be added to this definition by the Company (with
the consent of the Administrative Agent) or added to this definition by the Administrative Agent from time to time by notice thereof
to the Company and the Portfolio Manager; provided, further, that (A) the Administrative Agent may remove up to three
providers from this definition by written notice to the Company and the Portfolio Manager and (B) upon any such removal, the Company
may add an equivalent number of entities providing professional asset valuation services to this definition (with the consent of
the Administrative Agent).


 


“Natixis
Collateral Agent” means
The Bank of New York Mellon Trust Company, National Association, in its capacity as collateral agent under the Natixis Credit Facility.


 


“Natixis
Lender” means Versailles
Assets LLC.


 


“Natixis
Credit Facility” has the
meaning set forth in the recitals.


 


“Natixis
Lien Release” means, collectively,
the release of the Lien of the Natixis Collateral Agent over the Collateral over which it has a Lien (including, without limitation,
the filing of a UCC-3 Statement in each applicable jurisdiction), the transfer of all of the Collateral held by the Natixis Lender,
the Natixis Collateral Agent or any of their respective agents to the Company and such further assurances regarding the release
of such Lien and Collateral as the Administrative Agent shall reasonably request (including, if requested, such certifications
or notices requested by the Administrative Agent to be addressed to the Administrative Agent).


 


“Net
Advances” means the principal
amount of the outstanding Advances (inclusive of Advances that have been requested for any outstanding Purchase Commitments which
have traded but not settled) minus the amounts then on deposit in the Accounts (including cash and Eligible Investments) representing
Principal Proceeds (excluding any Principal Proceeds which shall be used to settle pending purchases).


 


“Net
Asset Value” means, (A)
the sum of (I) the Market Value of each Portfolio Investment (both owned and in respect of which there are outstanding Purchase
Commitments which have traded but not settled) in the Portfolio that is not (x) an Ineligible Investment or (y) a Portfolio Investment
which has traded but not settled (i) in the case of a Loan, within fifteen (15) Business Days (or such longer period of time agreed
to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any other Portfolio
Investment, within four (4) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
from the related Trade Date thereof, multiplied by (II) the funded principal amount of such Portfolio Investment minus (B) the
Unfunded Exposure Shortfall; provided that product of the Market Value and the Concentration Limitation Excess will be excluded
from the calculation of the Net Asset Value and assigned a value of zero for such purposes.


 




    	 	- 13 -	 



     


    

  


“New
York Collateral” has the
meaning set forth in Section 8.02(b).


 


“Non-Call
Period” means the period
beginning on, and including, the Effective Date and ending on, but excluding, JuneOctober
29, 2019.


 


“Notice
of Acquisition” has the
meaning set forth in Section 1.02.


 


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


 


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


 


“Parent”
has the meaning set forth in the recitals.


 


“Participant
Register” has the meaning
specified in Section 10.06(d).


 


“Participation
Interest” means a participation
interest in a Loan or a debt security.


 


“PATRIOT
Act” has the meaning set
forth in Section 2.04(f).


 


“Payment
Direction Letter” means
that certain Flow of Funds and Payment Direction Letter, dated as of the date hereof, among the Company, the Portfolio Manager
and the Administrative Agent.


 


“Payoff
Letter” means the payoff
letter, dated as of the date hereof, among the Seller, the Natixis Lender, the Natixis Collateral Agent and the other parties to
the Natixis Credit Facility, in form and substance satisfactory to the Administrative Agent.


 


“Permitted
Distribution” means, on
any Business Day, distributions of Interest Proceeds (at the discretion of the Company) to the Parent (or other permitted equity
holders of the Company); provided that amounts may be distributed pursuant to this definition only to the extent of available
Excess Interest Proceeds and only so long as (i) no Event of Default has occurred and is continuing (or would occur after giving
effect to such Permitted Distribution), (ii) no Market Value Event shall have occurred (or would occur after giving effect to such
Permitted Distribution), (iii) the Borrowing Base Test is satisfied (and will be satisfied after giving
effect to such Permitted Distribution), (iv) all Portfolio Investments satisfied the Eligibility Criteria on the Trade
Date or Substitution Date, as applicable, for their acquisition by the Company, (v) the Company gives at least two (2) Business
Days’ prior written notice thereof
to the Administrative Agent, (vi) the Company and the Administrative Agent confirm in writing (which may be by email) to the Collateral
Agent and the Collateral Administrator that the conditions to a Permitted Distribution set forth herein are satisfied and (vii)
not more than five Permitted Distributions are made in any single Calculation Period.


 




    	 	- 14 -	 



     


    

  


“Permitted
Lien” means any of the
following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting
the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been
provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s,
warehousemen’s, mechanics’,
carriers’, workmen’s
and repairmen’s Liens and other
similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested
in good faith, (c) with respect to any collateral underlying a Portfolio Investment, the Lien in favor of the Company and Liens
permitted under the related underlying instruments, (d) as to agented Portfolio Investments, Liens in favor of the agent on behalf
of all the lenders of the related obligor, and (e) Liens granted pursuant to or by the Loan Documents.


 


“Permitted
Subsidiary” means WhiteHorse
Finance (CA), LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.


 


“Permitted
Tax Distribution” means
distributions to the Parent (from the Accounts or otherwise) to the extent required to allow the Parent to make sufficient distributions
to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the
Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that (A) the amount
of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed
115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow the Company to satisfy
the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain
its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable
year the Company’s liability for
federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor
thereto), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to
zero the Company’s liability for
federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the
case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a regulated investment company
under the Code and (B) if such Permitted Tax Distributions are made after the occurrence and during the continuance of an Event
of Default, the amount of Permitted Tax Distributions made in any 90 calendar day period shall not exceed U.S.$1,500,000.


 


“Person”
means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit,
or any other entity, whether acting in an individual, fiduciary or other capacity.


 


“Plan”
means any “employee benefit
plan” (as such term is defined
in Section 3(3) of ERISA) subject to Section 412 of the Code or Title IV of ERISA established by the Company, the Parent or any
ERISA Affiliate.


 


“Plan
Asset Rules” means the
regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the
United States Code of Federal Regulations, as modified by Section 3(42) of ERISA.


 


“Pledged
Accounts” means the accounts
(including any applicable sub-accounts) established by the Permitted Subsidiary at Citibank, N.A. and pledged to the Collateral
Agent pursuant to the Asset Pledge Agreement.


 




    	 	- 15 -	 



     


    

  


“Portfolio”
means all Portfolio Investments Purchased or Substituted hereunder and not otherwise sold or liquidated.


 


“Portfolio
Manager Breach” has the
meaning set forth in Section 5.03(a).


 


“Portfolio
Manager Party” has the
meaning set forth in Section 5.03(a).


 


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


 


“Principal
Proceeds” means all amounts
received with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise on deposit in the Accounts
(including cash contributed by the Company), in each case other than Interest Proceeds or amounts on deposit in the Unfunded Exposure
Account.


 


“Priority
of Payments” has the meaning
set forth in Section 4.05.


 


“Proceeding”
has the meaning set forth in Section 10.07(b).


 


“Purchase”
means each acquisition of a Portfolio Investment hereunder (other than by Substitution), including, for the avoidance of doubt,
by way of a contribution by the Parent to the Company pursuant to the Parent Sale Agreement and, in the case of the Permitted Subsidiary,
origination of such Portfolio Investment, directly or indirectly.


 


“Purchase
Commitment” has the meaning
set forth in Section 1.02.


 


“Ramp-Up
Period” means the period
from and including the Effective Date to, but excluding, September 23, 2016.


 


“Register”
has the meaning set forth in Section 10.06(b).


 


“Reinvestment
Period” means the period
beginning on, and including, the Effective Date and ending on, but excluding, the earliest of (i) December 29, 2020, (ii) the date
on which a Market Value Event occurs and (iii) the date on which an Event of Default occurs.


 


“Related
Party” has the meaning
set forth in Section 9.01.


 


“Required
Financing Providers” means
the Financing Providers with respect to 66 2/3% of the aggregate principal amount of the outstanding Advances.


 


“Responsible
Officer” means (a) with
respect to the Collateral Agent, any officer of the Collateral Agent customarily performing functions with respect to corporate
trust matters and, with respect to a particular corporate trust matter under this Loan Agreement, any other officer to whom such
matter is referred because of such officer’s
knowledge of and familiarity with the particular subject in each case, having direct responsibility for the administration of this
Agreement and (b) with respect to the Collateral Administrator, any officer of the Collateral Administrator customarily performing
functions with respect to collateral administration matters and, with respect to a particular matter under this Agreement, any
other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject in each case, having direct responsibility for the administration of this
Agreement.


 




    	 	- 16 -	 



     


    

  


“Restricted
Payment” means (i) any
dividend or other distribution (including, without limitation, a distribution of non-cash assets),
direct or indirect, on account of any shares or other equity interests in the Company now or hereafter outstanding; (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, by the Company of any
shares or other equity interests in the Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire shares or other equity interests in the Company
now or hereafter outstanding.


 


“Reuters
Screen” means Reuters
Screen LIBOR 01 Page on the Bloomberg Financial Markets Commodities News (or on any successor or substitute page of such service,
or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page
of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to U.S. dollar deposits in the London interbank market).


 


“Revolving
Loan” means any Loan (other
than a Delayed Funding Term Loan, but including funded and unfunded portions of revolving credit lines not backed by cash and letter
of credit facilities, unfunded commitments under specific facilities and other similar loans and investments) that under the underlying
instruments relating thereto may require one or more future advances to be made to the obligor by a creditor; but any such loan
will be a Revolving Loan only to the extent of undrawn commitments except as expressly set forth herein and only until all commitments
by the holders thereof to make advances to the obligor thereon expire or are terminated or are irrevocably reduced to zero.


 


“Sanctioned
Country” means, at any
time, a country, region or territory which is itself the subject or target of any Sanctions
(at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria and
Crimea).


 


“Sanctioned
Person” means, at any
time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control
of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European
Union or, any EU member state,
Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person operating,
organized or resident in a Sanctioned Country or,
(c) any Person owned or controlled by any such Person or Persons described in the forgoingforegoing
clauses (a) or (b) or (d) any Person otherwise the subject of Sanctions.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any EU member state, Her Majesty’s
Treasury of the United Kingdom or any other relevant sanctions authority.


 


“Second
Lien Loan” means a Loan
(i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens
for taxes or regulatory charges and any other liens permitted under the related underlying instruments that are reasonable and
customary for similar loans) under Applicable Law (other than a Loan that is second priority to a Permitted Working Capital Lien)
and (ii) the Portfolio Manager determines in good faith that the value of the collateral securing the loan (including based on
enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal
balance thereof plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral.


 




    	 	- 17 -	 



     


    

  


“Secured
Party” has the meaning
set forth in Section 8.02(a).


 


“Secured
Obligation” has the meaning
set forth in Section 8.02(a).


 


“Senior
Secured Loan” means any
interest in a loan, including any assignment of or participation in or other interest in a loan, that (i) is not (and is not expressly
permitted by its terms to become) subordinate in right of payment to any obligation of the obligor in any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital Lien and customary
waterfall provisions contained in the applicable loan agreement), (ii) is secured by a pledge of collateral, which security interest
is (a) validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement
that are reasonable for similar loans, and liens accorded priority by law in favor of any Governmental Authority) or (b)(1) validly
perfected and second priority in the accounts, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations,
deposit accounts, investments accounts and any other assets securing any Working Capital Revolver under applicable
lawApplicable Law and proceeds of any of the foregoing (a first priority
lien on such assets a “Permitted
Working Capital Lien”)
and (2) validly perfected and first priority (subject to liens for taxes or regulatory charges and any other liens permitted under
the related underlying instruments that are reasonable and customary for similar loans) in all other collateral under Applicable
Law, and (iii) the Portfolio Manager determines in good faith that the value of the collateral for such loan (including based on
enterprise value) on or about the time of acquisition equals or exceeds the outstanding principal balance of the loan plus the
aggregate outstanding balances of all other loans of equal or higher seniority secured by a first priority Lien over the same collateral.
For the avoidance of doubt, debtor-in-possession loans shall constitute Senior Secured Loans.


 


“Settlement
Date” has the meaning
set forth in Section 1.03.


 


“Solvent”
means, with respect to any entity, that as of the date of determination, (a) the sum of such entity’s
debt (including contingent liabilities) does not exceed the present fair value of such entity’s
present assets; (b) such entity’s
capital is not unreasonably small in relation to its business as contemplated on the date of this Agreement; and (c) such entity
has not incurred debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes
of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person.


 


“Subsidiary
Investments” has the meaning
set forth in the recitals.


 


“Substitute
Portfolio Investment”
has the meaning set forth in Section 1.05.


 


“Substitution”
has the meaning set forth in Section 1.05.


 


“Substitution
Date” has the meaning
set forth in Section 1.03.


 




    	 	- 18 -	 



     


    

  


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


 


“Third
A&R Date” means May
15, 2018.


 


“Trade
Date” has the meaning
set forth in Section 1.03.


 


“UCC”
has the meaning set forth in Section 8.01(b).


 


“Unfunded
Exposure Account” has
the meaning set forth in Section 8.01(a).


 


“Unfunded
Exposure Amount” means,
on any date of determination, the sum (determined on a traded basis), with respect to each Delayed Funding Term Loan or Revolving
Loan, of an amount equal to the aggregate amount of all unfunded commitments associated with such Delayed Funding Term Loan or
Revolving Loan, as applicable.


 


“Unfunded
Exposure Shortfall” means,
on any date of determination, an amount equal to the greater of (x) 0 and (y) the Unfunded Exposure Amount minus (a) amounts
on deposit in the Unfunded Exposure Account and (b) five percent (5%) of the Collateral Principal Amount.


 


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


 


“U.S.
Tax Compliance Certificate”
has the meaning set forth in Section 3.03(f).


 


“Working
Capital Revolver” means
a revolving lending facility secured by all or a portion of the current assets of the related obligor, which current assets subject
to such security interest do not constitute a material portion of the obligor’s
total assets.


 


Article
I





THE PORTFOLIO INVESTMENTS


 


Section
1.01.         Purchases of Portfolio Investments.
On the Effective Date, the Company may acquire the Initial Portfolio Investments from the Seller pursuant to the Natixis Sale
Agreement, subject to the conditions specified in this Agreement. From time to time during the Reinvestment Period, the Company
may Purchase (or cause the Permitted Subsidiary to Purchase) additional Portfolio Investments, or request that Portfolio Investments
be Purchased for the Company’s
account, all on and subject to the terms and conditions set forth herein.


 


Section
1.02.         Procedures for Purchases and Related Financings.


 


(a)          Timing
of Notices of Acquisition. No later than five (5) Agent Business Days (or such shorter period as the Administrative Agent may
agree in its sole discretion) before the date on which the Company proposes that a binding commitment to acquire any Portfolio
Investment (other than an Initial Portfolio Investment) be made by it or for its account or the account of the Permitted Subsidiary
(a “Purchase Commitment”)
or that a Substitution occur, the Portfolio Manager, on behalf of the Company, shall deliver to the Administrative Agent a notice
of acquisition (a “Notice
of Acquisition”).


 




    	 	- 19 -	 



     


    

 


(b)          Contents
of Notices of Acquisition. Each Notice of Acquisition shall consist of one or more electronic submissions to the Administrative
Agent (in such format and transmitted in such a manner as the Administrative Agent, the Portfolio Manager and the Company may reasonably
agree (which shall initially be the format and include the information regarding such Portfolio Investment identified on Schedule
2)), and shall be accompanied by such other information as the Administrative Agent may reasonably request.


 


(c)          Eligibility
of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Financing Providers, to reasonably
request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio
Manager and the Company (including via e-mail or other customary electronic messaging system) of its approval or failure to approve
each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination
of the Market Value for such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which
it receives such Notice of Acquisition and any information reasonably requested in connection therewith); provided that
(i) any Initial Portfolio Investment shall be deemed to be approved by the Administrative
Agent and (ii) the failure of the Administrative Agent to notify the Portfolio Manager and the Company
of its approval in accordance with this Section 1.02(c) shall be deemed to be a disapproval of such proposed acquisition.
The failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will
not prohibit the Company from acquiring such Portfolio Investment (subject to the conditions set forth in Section 1.03);
provided, that any Portfolio Investment not so approved prior to its Trade Date or Substitution Date (each as defined below)
shall be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved.


 


(d)          The
failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from acquiring
such Portfolio Investment (subject to the conditions set forth in Section 1.03); provided, that any Portfolio Investment
not so approved prior to its Trade Date or Substitution Date (each as defined below) shall be deemed to be an Ineligible Investment
until such later date (if any) on which such Portfolio Investment is so approved.


 


Section
1.03.         Conditions to Purchases or Substitutions.
No Purchase Commitment, Purchase or Substitution shall be entered into unless each of the following conditions is satisfied (or
waived as provided below) as of the date on which such Purchase Commitment is entered into (such Portfolio Investment’s
 “Trade Date”)
or the Company consummates a Substitution (the “Substitution
Date”) (and such Portfolio
Investment shall not be Purchased or Substituted, and any related Financing shall not be required to be made available to the
Company by the applicable Financing Providers, unless each of the following conditions is satisfied or waived as of such Trade
Date or Substitution Date, as applicable):


 


(1)         the
information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and,
unless waived by the Administrative Agent, such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3
(the “Eligibility Criteria”);


 


(2)         with
respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan,
the date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is four (4) Business Days (or such longer
period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;


 




    	 	- 20 -	 



     


    

  


(3)         no
Market Value Event has occurred and no Event of Default or event that, with notice or lapse of time or both, would constitute an
Event of Default (a “Default”),
in each case, has occurred and is continuing, and the Reinvestment Period has not otherwise ended; and


 


(4)         after
giving pro forma effect to the Purchase or Substitution of such Portfolio Investment and the related provision of Financing (if
any) hereunder:


 


(x)          the
Borrowing Base Test is satisfied;


 


(y)          the
Concentration Limitations (as defined on Schedule 4) shall be satisfied or, if not satisfied immediately prior to such Purchase
Commitment, maintained or improved;


 


(z)          the
aggregate principal balance of Advances then outstanding will not exceed, for each type of Financing available hereunder, the limit
for such type of Financing set forth in the Transaction Schedule; and


 


(aa)         in
the case of a Purchase, the amount of such Financing (if any) shall be not less than U.S.$2,000,000; provided that the initial
Financing shall be not less than U.S.$100,000,000.


 


The Administrative Agent, on behalf of
the Financing Providers, may waive any conditions to a Purchase Commitment, Purchase or Substitution, as the case may be, specified
above in this Section 1.03 by written notice thereof to the Company, the Collateral Administrator, the Portfolio Manager
and the Collateral Agent.


 


If the above conditions to a Purchase are
satisfied or waived, the Portfolio Manager shall determine, in consultation with the Administrative Agent and with notice to any
applicable Financing Providers, the Collateral Agent and the Collateral Administrator,
the date on which such Purchase shall settle (the “Settlement
Date” for such Portfolio
Investment) and any related Financing shall be provided.


 


With respect to a Purchase,
promptly following the Settlement Date for a Portfolio Investment and its receipt thereof, the Collateral Administrator shall provide
to the Administrative Agent a copy of the executed assignment agreement (or, in the case of a Portfolio Investment that is not
a Loan, the executed purchase agreement or similar instrument) pursuant to which such Portfolio Investment was assigned, sold or
otherwise transferred to the Company.


 


Section
1.04.         Sales of Portfolio Investments.
The Company will not (and will not permit the Permitted Subsidiary to) sell, transfer or otherwise dispose of any Portfolio Investment
or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers),
except that, subject to Section 6.02(x), the Company may sell any Portfolio Investment (including any Ineligible Investment)
or other asset so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default
has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length
basis and in accordance with the Portfolio Manager’s
standard market practices. In addition, within ten (10) calendar days of any Revolving Loan or Delayed Funding Term Loan with
an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding
sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection
with such sale or (ii) distribute such Revolving Loan or Delayed Funding Term Loan to the Parent; provided that, in the
case of this clause (ii), the Parent has paid the Company an amount equal to the Market Value of such Revolving Loan or Delayed
Funding Term Loan on the date of its Purchase multiplied by the then-current funded balance of such Revolving Loan or Delayed
Funding Term Loan.




    	 	- 21 -	 



     


    

 


Notwithstanding anything in this Agreement
to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event
of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other
disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in
the Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole
discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially
reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments)
at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be
sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales
at the direction of the Required Financing Providers and at then-current fair market values and in accordance with the Administrative
Agent’s standard market practices)
and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence
of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative
Agent, the Collateral Agent or any other person in connection with a sale of Portfolio Investments pursuant to any provision of
this Agreement except with the prior written consent of the Administrative Agent (including via email). Any prepayments made pursuant
to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). The Company shall
cause the Permitted Subsidiary to comply with all of the provisions of this paragraph.


 


In connection with any sale of Portfolio
Investments required by the Administrative Agent following the occurrence of an Event of Default or a Market Value Event, in connection
with such sale, the Administrative Agent or a designee of the Administrative Agent shall:


 


(i)          notify
the Company at the Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of
such Portfolio Investments; and


 


(ii)         direct
the Company to sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer
provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, it being understood
that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to
purchase a Portfolio Investment on a line-item basis where such Portfolio Investment is part of a pool of Portfolio Investments
for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion),
then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item
bids by the Designated Independent Broker-Dealer or any other bidder for other Portfolio Investments in such pool) is greater than
the bid on a pool basis.


 


For purposes of this paragraph, the Administrative
Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative
Agent’s judgment (acting reasonably):


 


(A)         either:


 


(x)          the
Designated Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investments or any
portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the
relevant Portfolio Investments; or


 




    	 	- 22 -	 



     


    

 


(y)          the
Designated Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to obtain
any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to
the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or


 


(A)         such
bid is not bona fide, including, without limitation, due to (x) the insolvency of the Designated Independent Broker-Dealer or (y)
the inability, failure or refusal of the Designated Independent Broker-Dealer to settle the purchase of the relevant Portfolio
Investments or any portion thereof, as applicable, or otherwise settle transactions in the relevant market or perform its obligations
generally.


 


In connection with any sale of a Portfolio
Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof,
the Company hereby appoints the Administrative Agent as the Company’s
attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations
of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to
effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which
the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this
Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such
sales). None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the
Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager or any other
person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04,
including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales
of Portfolio Investments or the notice or lack of notice provided to any person in connection with any such sale, so long as, in
the case of the Administrative Agent only, any such sale does not violate applicable lawApplicable
Law.


 


Section
1.05.         Substitution.


 


During the Reinvestment Period, the Company
may replace a Portfolio Investment with another Portfolio Investment (each such replacement, a “Substitution”
and such new Portfolio Investment, a “Substitute
Portfolio Investment”)
so long as the Company has submitted a Notice of Acquisition and all applicable conditions precedent set forth in Section 1.02(c)
and Section 1.03 have been satisfied with respect to each Substitute Portfolio Investment to be acquired by the Company
in connection with such Substitution.


 


Section
1.06.         Certain Assumptions Relating to Portfolio Investments.


 


(a)          For
purposes of all calculations hereunder, any Portfolio Investment for which the trade date in respect of a sale thereof by the Company
or the Permitted Subsidiary has occurred, but the settlement date for such sale has not occurred, shall be considered to be owned
by the Company or the Permitted Subsidiary until such settlement date.


 


(b)          Unfunded
commitments in respect of Delayed Funding Loans and Revolving Loans shall not be considered funded for purposes of the definition
of the term Market Value and the calculation of the Net Asset Value and the Borrowing Base Test.


 




    	 	- 23 -	 



     


    

  


Article
II


THE FINANCINGS


 


Section
2.01.         Financing Commitments.
Subject to the terms and conditions set forth herein, only during the Reinvestment Period, each Financing Provider hereby severally
agrees to make available to the Company the types of Financing identified on the Transaction Schedule as applicable to such Financing
Provider, in U.S. dollars, in an aggregate amount, for such Financing Provider and such type of Financing, not exceeding the amount
of its Financing Commitment for such type of Financing. The Financing Commitments shall terminate on the earliest of (a) the last
day of the Reinvestment Period, (b) the Maturity Date and (c) the occurrence of a Market Value Event (or, if earlier, the date
of termination of the Financing Commitments pursuant to Article VII).


 


A Financing Provider with a Financing Commitment
to make Advances hereunder is referred to as a “Lender”.


 


Section
2.02.         [reserved]


 


Section
2.03.         Financings; Use of Proceeds.


 


(a)          Subject
to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 both
as of the related Trade Date and Settlement Date, the applicable Financing Providers will make the applicable Financing available
to the Company on the related Settlement Date (or otherwise on the related specified borrowing date if no Portfolio Investment
is being acquired on such date) as provided herein; provided that, if no Portfolio Investment is being acquired on such
date, only the conditions set forth in clauses (3) and (4) of Section 1.03 shall require satisfaction or waiver.


 


(b)          Except
as expressly provided herein, the failure of any Financing Provider to make any Advance required hereunder shall not relieve any
other Financing Provider of its obligations hereunder. If any Financing Provider shall fail to provide any Financing to the Company
required hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Financing Provider to satisfy such Financing
Provider’s obligations hereunder
until all such unsatisfied obligations are fully paid.


 


(c)          Subject
to Section 2.03(e), the Company shall use the proceeds of the Financings received by it hereunder to purchase the Portfolio
Investments identified in the related Notice of Acquisition or to make advances to the obligor of Delayed Funding Term Loans or
Revolving Loans in accordance with the underlying instruments relating thereto, provided that, if the proceeds of a Financing
are deposited in the Collection Account as provided in Section 3.01 prior to or on the Settlement Date for any Portfolio
Investment but the Company is unable to Purchase such Portfolio Investment on the related Settlement Date, or if there are proceeds
of such Financing remaining after such Purchase, then, subject to Section 3.01(a), upon written notice from the Portfolio
Manager the Collateral Agent shall apply such proceeds as provided in Section 4.05. The proceeds of the Financings shall
not be used for any other purpose.


 


(d)          With
respect to any Advance, the Portfolio Manager shall, on behalf of the Company, submit a request substantially in the form of Exhibit
A (a "Request for Advance") to the Lenders and the Administrative Agent, with
a copy to the Collateral Agent and the Collateral Administrator, not later than 2:00 p.m. New York City time, one (1) Business
Day prior to the Business Day specified as the date on which such Advance shall be made and, upon receipt of such request, the
Lenders shall make such Advances in accordance with the terms set forth in Section 3.01. Any requested Advance shall be
in an amount such that, after giving effect thereto and the related purchase (if any) of the applicable Portfolio Investment(s),
the Borrowing Base Test is satisfied.


 




    	 	- 24 -	 



     


    

  


(e)          If,
the aggregate principal amount of the outstanding Advances is less than the Minimum Funding Amount on any period start date specified
in the definition of the term Minimum Funding Amount, then the Portfolio Manager (on behalf of the Company) shall be deemed to
have requested an Advance on each such date such that, after the funding thereof, the aggregate principal amount of the outstanding
Advances is equal to the Minimum Funding Amount. Unless an Event of Default shall have occurred and is continuing or a Market Value
Event shall have occurred, the Lenders shall make a corresponding Advance in accordance with Article III on each such date (or,
if either such date is not a Business Day, the next succeeding Business Day) (with written notice to the Collateral Administrator
by the Administrative Agent), such that after the funding thereof, the aggregate principal amount of the outstanding Advances is
equal to the Minimum Funding Amount.


 


(f)          If
two Business Days prior to the end of the Reinvestment Period, the Company has any outstanding unfunded obligations to make future
advances under any Delayed Funding Term Loan or Revolving Loan, then the Portfolio Manager, on behalf of the Company, shall be
deemed to have requested a Financing on such date, and the Lenders shall make a corresponding Advance on the last day of the Reinvestment
Period (with written notice to the Collateral Administrator by the Administrative Agent) in accordance with Article III in amount
equal to the least of (i) the aggregate amount of all such unfunded obligations, (ii) the Financing Commitments in excess of the
aggregate principal amount of the outstanding Advances and (iii) an amount such that the Borrowing Base Test is satisfied after
giving effect to such Advance; provided that, if the Company provides evidence to the Administrative Agent that it has cash
from other sources that is available in accordance with the terms of this Agreement to make any such future advances in respect
of any Delayed Funding Term Loan or Revolving Loan, then the amount of any such Advance shall be reduced by the amount of such
funds. After giving effect to such Advance, the Company shall cause the proceeds of such Advance and cash from other sources that
is available in accordance with the terms of this Agreement in an amount equal to the aggregate amount of all unfunded obligations
remaining in respect of any Delayed Funding Term Loans or Revolving Loans to be deposited in the Unfunded Exposure Account and
held as cash and Eligible Investments pending the funding of such future advances or until all commitments to make such future
advances are terminated or expire or are irrevocably reduced to zero. For the avoidance of doubt, the amounts deposited in the
Unfunded Exposure Account pursuant to this clause (f) shall not be used for any purpose other than as set forth in Section 8.01(h).


 


(g)          Without
limitation to clause (f) above, neither the Company nor the Permitted Subsidiary shall acquire any unfunded commitment under any
Revolving Loan or Delayed Funding Term Loan unless, on a pro forma basis after giving effect to such purchase, the Borrowing Base
Test and item 6 of the Concentration Limitations will each be satisfied.


 


Section
2.04.         Other Conditions to Financings.
Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances shall not become effective until
the date (the “Effective
Date”) on which each
of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion):


 


(a)          Executed
Counterparts. The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart
of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which
may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.


 




    	 	- 25 -	 



     


    

  


(b)          Loan
Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the Loan Documents
have been executed and are in full force and effect, and that the initial sales and contributions (or grant of Participation Interests,
as applicable) contemplated by the Natixis Sale Agreement shall have been consummated in accordance with the terms thereof.


 


(c)          Opinions.
The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of Dechert LLP,
counsel for the Company, the Parent and the Seller, covering such matters relating to the transactions contemplated hereby and
by the other Loan Documents as the Administrative Agent shall reasonably request (including, without limitation, certain bankruptcy
matters) in writing.


 


(d)          Corporate
Documents. The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action,
incumbency certificates and/or other certificates of officers of the Company, the Parent and the Portfolio Manager as the Administrative
Agent may reasonably require evidencing the identity, authority and capacity of each officer thereof or other Person authorized
to act in connection with this Agreement and the other Loan Documents, and such other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company, the Parent
and the Portfolio Manager and any other legal matters relating to the Company, the Parent, the Portfolio Manager, this Agreement
or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel.


 


(e)          Payment
of Fees, Etc. The Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator shall have received
all fees and other amounts due and payable by the Company in connection herewith on or prior to the Effective Date, including the
fee payable pursuant to Section 4.03(e) and, to the extent invoiced, reimbursement or payment of all reasonable and documented
out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.


 


(f)          PATRIOT
Act, Etc. To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as the
case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT
Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “PATRIOT
Act”) and other applicable
 “know your customer”
and anti-money laundering rules and regulations.


 


(g)          Natixis
Credit Facility Balance. The Administrative Agent has received evidence satisfactory to it that the aggregate amount payable
by the Seller to the Natixis Lender and the other parties to the Natixis Credit Facility to terminate the Natixis Credit Facility
and to secure the release of the Lien of the Natixis Collateral Agent over the Initial Portfolio Investments, which will be paid
by the Lenders in accordance with the Payment Direction Letter, is not greater than U.S.$150,000,000.


 


(h)          Natixis
Lien Release. The Administrative Agent has received a fully executed copy of the Payoff Letter and evidence satisfactory to
it that the Natixis Lien Release will be obtained on the date that the initial Advance is made.


 




    	 	- 26 -	 



     


    

 


(i)          Certain
Acknowledgements. The Administrative Agent shall have received (i) UCC, tax and judgment lien searches, bankruptcy and pending
lawsuit searches or equivalent reports or searches indicating that there are no effective lien notices or comparable documents
that name the Company as debtor and that are filed in the jurisdiction in which the Company is organized, (ii) a UCC lien search
indicating that there are no effective lien notices or comparable documents that name the Seller as debtor which cover any of the
Portfolio Investments (other than the Lien of the Natixis Collateral Agent that will be released pursuant to the Natixis Lien Release)
and (iii) such other searches that the Administrative Agent deems necessary or appropriate.


 


In addition, proceeds of Advances may not be used to acquire
Subsidiary Investments unless each of the following conditions is satisfied (or waived by the Administrative Agent in its sole
discretion) on the Third A&R Date:


 


(a)          Executed
Counterparts. The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart
of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which
may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.


 


(b)          Loan
Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the other Loan
Documents have been executed and are in full force and effect.


 


(c)          Opinions.
The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of Dechert LLP,
counsel for the Company and the Permitted Subsidiary, covering such matters relating to the Permitted Subsidiary, this Agreement
and the other Loan Documents entered into as of the Third A&R Date as the Administrative Agent shall reasonably request in
writing.


 


(d)          Corporate
Documents. The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action,
incumbency certificates and/or other certificates of officers of the Permitted Subsidiary as the Administrative Agent may reasonably
require evidencing the identity, authority and capacity of each officer thereof or other Person authorized to act in connection
with the Loan Documents to which the Permitted Subsidiary is a party, and such other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Permitted Subsidiary
and any other legal matters relating to the Permitted Subsidiary or the transactions contemplated hereby with respect to the Permitted
Subsidiary, all in form and substance satisfactory to the Administrative Agent and its counsel.


 


(e)          PATRIOT
Act, Etc. To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as the
case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT
Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “PATRIOT
Act”) and other applicable
 “know your customer”
and anti-money laundering rules and regulations.


 


(f)          Solvency
Certificate. The Administrative Agent has received an officer’s
certificate of a responsible officer of the Company certifying that, as of the Third A&R Date, the Company is Solvent.


 




    	 	- 27 -	 



     


    

 


(g)          Lien
Search. The Administrative Agent shall have received a UCC lien search indicating that there are no effective lien notices
or comparable documents that name the Permitted Subsidiary as debtor and that are filed in the jurisdiction in which the Permitted
Subsidiary is organized.


 


Section
2.05.         Conditions to Advances.
No Advance shall be made unless each of the following conditions is satisfied as of the proposed date of such Advance:


 


(i)          the
Effective Date shall have occurred; 


 


(ii)         the
Company shall have delivered a Request for Advance in accordance with Section 2.03(d); 


 


(iii)        no
Market Value Event has occurred 


 


(iv)         no
Event of Default or Default has occurred and is continuing; 


 


(v)          the
Reinvestment Period has not ended; 


 


(vi)         all
of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in all material
respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be
true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to
such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such
earlier date; and


 


(vii)        after
giving pro forma effect to such Advance (and any related Purchase) hereunder:


 


(x)          the
Borrowing Base Test is satisfied;


 


(y)          the
Concentration Limitations (as defined on Schedule 4) shall be satisfied or, if not satisfied immediately prior to such Purchase
Commitment, maintained or improved; and


 


(z)          the
aggregate principal balance of Advances then outstanding will not exceed, for each type of Financing available hereunder, the limit
for such type of Financing set forth in the Transaction Schedule.


 


If the above conditions
to an Advance are satisfied or waived by the Administrative Agent, the Portfolio Manager shall determine, in consultation with
the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be
provided.


 


Article
III


ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS


 


Section
3.01.         The Advances.


 


(a)          Making
the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender
shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City
time, to the Collateral Agent for deposit to the Collection Account; provided that the Company hereby directs the Lenders
to pay the proceeds of the initial Advance hereunder in accordance with the directions set forth in the Payment Direction Letter.
Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such
Advance, provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance
in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and
prepay Advances. The Company may reborrow Advances in an aggregate amount of U.S.$45,000,000. Except as set forth in the immediately
preceding sentence, once drawn, Advances may not be reborrowed.


 




    	 	- 28 -	 



     


    

 


Payment of the proceeds of the initial
Advance by the Lenders in accordance with the instructions set forth in the Payment Direction Letter will constitute the making
of the Advance to the Company for all purposes and all obligations of the Lenders to make such Advance shall be satisfied thereby.


 


(b)          Interest
on the Advances. AllSubject to Section 3.01(h),
all outstanding Advances shall bear interest (from and including the date on which such Advance is made) at a per annum
rate equal to the LIBO Rate for each Calculation Period in effect plus the Applicable Margin for Advances set forth on the
Transaction Schedule. Notwithstanding the foregoing, if any principal of or interest on any Advance is not paid when due, whether
at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to 2% plus the rate otherwise applicable to the Advances as provided in the preceding sentence.


 


(c)          Evidence
of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely
for this purpose as an agent of the Company, shall maintain accountsat
one of its offices the Register in which it shall record (1) the amount of each Advance made hereunder, (2) the amount
of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (3) the
amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof. The entries made in the accountsRegister
maintained pursuant to this paragraph (c) shall be prima facie evidence
of the existence and amounts of the obligations recorded thereinconclusive absent
manifest error, provided that the failure of any Lender or the Administrative Agent to maintain such accountsRegister
or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the
terms of this Agreement.


 


Any Lender may request that Advances made
by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if a registered note is requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its registered assigns).


 


(d)          Pro
Rata Treatment. Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made
on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect
of Advances held by them.


 




    	 	- 29 -	 



     


    

 


(e)          Illegality.
Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that
the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, makes
it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for a Lender or the Administrative
Agent to perform its obligations hereunder to fund or maintain Advances hereunder, then (1) the obligation of such Lender or the
Administrative Agent hereunder shall immediately be suspended until such time as such Lender or the Administrative Agent determines
(in its sole discretion) that such performance is again lawful, (2) at the request of the Company, such Lender or the Administrative
Agent, as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental
expenses), until such time as the Advances are required to be prepaid as mandated by law in clause (3) below, to transfer all of
its rights and obligations under this Agreement to another of its offices, branches or Affiliates with respect to which such performance
would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then
any outstanding Advances of such Lender shall be promptly paid in full by the Company (together with all accrued interest and other
amounts owing hereunder) but not later than such date as shall be mandated by law; provided that, to the extent that any
such adoption or change makes it unlawful for the Advances to bear interest by reference to the LIBO Rate, then the foregoing clauses
(1) through (3) shall not apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending
immediately after such adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances
set forth on the Transaction Schedule.


 


(f)          Increased
Costs.


 


(i)          If
any Change in Law shall:


 


(A)         impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender;


 


(B)         impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
Advances made by such Lender; or


 


(C)         subject
any Lender or the Administrative Agent to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining
any Advance or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether
of principal, interest or otherwise), then, upon request by such Lender or the Administrative Agent, the Company will pay to such
Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the
Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.


 




    	 	- 30 -	 



     


    

 


(ii)         If
any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s
capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement or the Advances made by such Lender to a level below that which such
Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s
holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material (which demand
shall be accompanied by a statement setting forth the basis for such demand), then from time to time the Company will pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.


 


(iii)        A
certificate of a Lender or the Administrative Agent, as the case may be, setting forth the amount or amounts necessary to compensate
such Lender, its holding company or the Administrative Agent, as the case may be, as specified in paragraph (i) or (ii) of this
Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt thereof.


 


(iv)         Failure
or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s or and
Administrative Agent’s right to
demand such compensation; provided that the Company shall not be required to compensate a Lender or the Administrative Agent
pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or
the Administrative Agent notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Administrative
Agent’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


(v)          Each
of the Lenders and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company may reasonably
request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 3.01(f);
provided that no Lender or the Administrative Agent shall be obligated to take any actions that would, in the reasonable
opinion of such Lender or the Administrative Agent, be disadvantageous to such Lender or the Administrative Agent (including, without
limitation, due to a loss of money). In no event will the Company be responsible for increased amounts referred to in this Section
3.01(f) which relates to any other entities to which any Lender provides financing.


 


(vi)         If
any Lender (A) provides notice of unlawfulness or requests compensation under clause (e) above or this clause (f), (B) defaults
in its obligation to make Advances hereunder or (C) becomes the subject of a Bail-In Action, then the Company may, at its sole
expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the related transaction documents to an assignee identified
by the Company that shall assume such obligations (whereupon such Lender shall be obligated to so assign), provided that,
(x) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder through the date of such assignment and (y) a Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder
shall be payable to such Lender in connection with any such assignment.


 




    	 	- 31 -	 



     


    

 


(g)          No
Set-off or counterclaim. Subject to Section 3.03, all payments to be made hereunder by the Company in respect of the
Advances shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment
(after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatever
nature imposed by the jurisdiction in which the Company is organized or any political subdivision or taxing authority therein or
thereof) shall not be less than the amounts otherwise specified to be paid under this Agreement.


 


(h)          Alternate
Rate of Interest. (i)          If prior to the commencement of any Calculation
Period: (x) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available
or published on a current basis), for U.S. dollar deposits and such Calculation Period; or (y) the Administrative Agent is advised
by the Required Lenders that the LIBO Rate, as applicable, for such Calculation Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advance) included in such Advance for such Calculation
Period; then the Administrative Agent shall give notice thereof to the Company, the Portfolio Manager and the Lenders by telephone
or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Company, the Portfolio Manager
and the Lenders that the circumstances giving rise to such notice no longer exist, if any Advance is requested, such Advance shall
accrue interest at the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.


 


(ii)         If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances
set forth in Section 3.01(h)(i)(x) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set
forth in Section 3.01(h)(i)(x) have not arisen but the supervisor for the administrator of the LIBO Rate or a governmental authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO
Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor
to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention
for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to
this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable
(but for the avoidance of doubt, such changes shall not include a reduction in the Applicable Margin). Notwithstanding anything
to the contrary in Section 10.05, such amendment shall become effective without any further action or consent of any other party
to this Agreement (but with prior written notice to the Portfolio Manager (which may be by email))so long as the Administrative
Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the
Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate
rate of interest shall be determined in accordance with this clause (ii) (but, in the case of the circumstances described in clause
(y) of the first sentence of this Section 3.01(h)(ii), only to the extent the LIBO Rate for U.S. dollar deposits and such Calculation
Period is not available or published at such time on a current basis), if any Advance is requested, such advance shall accrue interest
at the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.


 


Section
3.02.         General.
The provisions of Section 3.01 and any other provisions relating to the types of Financings contemplated by each such section
shall not be operative until and unless such types of Financing have been made available to the Company, as evidenced by the Transaction
Schedule.


 




    	 	- 32 -	 



     


    

 


Section
3.03.         Taxes.


 


(a)          Payments
Free of Taxes. All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction
or withholding for any Taxes, except as required by applicable lawApplicable
Law (including FATCA). If any applicable lawApplicable
Law requires the deduction or withholding of any Tax from any such payment by the Company, then the Company shall be
entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable lawApplicable
Law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that
after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable
under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


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


 


(c)          Indemnification
by the Company. The Company shall indemnify each Lender, within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid
by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


 


(d)          Indemnification
by the Lenders. Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of 10.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by
the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph
(d).


 


(e)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this
Section 3.03, the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 




    	 	- 33 -	 



     


    

 


(f)          Status
of Secured Parties. (i)          Any Secured Party that is entitled to an
exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company
and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly
completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company
or the Administrative Agent, shall deliver such other documentation prescribed by applicable lawApplicable
Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 3.03(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required
if in the Lender’s reasonable judgment
such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 


(ii)         Without
limiting the generality of the foregoing,


 


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


 


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


 


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


 


(ii)         an
executed IRS Form W-8ECI;


 


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


 


(iv)         to
the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN, IRS Form W-8BEN-E or applicable successor form, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable;


 




    	 	- 34 -	 



     


    

  


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


 


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


 


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


 


(E)         The
Administrative Agent shall deliver to the Company an electronic copy of an IRS Form W-9 upon becoming a party under this Agreement.
The Administrative Agent represents to the Company that it is a “U.S.
person” and a “financial
institution” within the meaning
of Treasury Regulations Section 1.1441-1 and a “U.S.
financial institution” within
the meaning of Treasury Regulations Section 1.1471-3T and that it will comply with its obligations to withhold under Section 1441
and FATCA.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts
pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 




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(h)          Survival.
Each party’s obligations under
this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by,
or the replacement of, a Lender, the termination of the Financing Commitments, and the repayment, satisfaction or discharge of
all obligations under any Loan Document.


 


Article
IV





COLLECTIONS AND PAYMENTS


 


Section
4.01.         Interest Proceeds.
The Company shall notify (or shall cause the Permitted Subsidiary to notify) the obligor with respect to each Portfolio Investment
to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of Subsidiary Assets, the applicable
Pledged Account). To the extent Interest Proceeds are received other than by deposit into the Collection Account, the Company
shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Collection Account or remitted to the Collateral
Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Interest Proceeds received
by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager.


 


Interest Proceeds shall be retained in
the Collection Account and held in cash and/or invested (and reinvested) at the written
direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated high-grade
investmentsCash Equivalents selected by the Portfolio Manager (unless an
Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative
Agent) (“Eligible Investments”).
Eligible Investments shall mature no later than the end of the then-current Calculation Period. Not later than five Business Days
following receipt, the Company shall cause the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company
as a dividend or equivalent equity distribution and deposit such Interest Proceeds into the Collection Account.


 


Interest Proceeds on deposit in the Collection
Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during
the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i)
to make payments in accordance with this Agreement or (ii) to make Permitted Distributions or Permitted Tax Distributions in accordance
with this Agreement with two (2) Business Days prior notice to the Administrative Agent.


 


Section
4.02.         Principal
Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify
the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Collection
Account (or, in the case of Subsidiary Assets, the applicable Pledged Account). To the extent Principal Proceeds are received
other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments
to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause
to be credited) to the Collection Account all Principal Proceeds received by it immediately upon receipt thereof in accordance
with the written direction of the Portfolio Manager.


 


All Principal Proceeds shall be retained
in the Collection Account and invested at the written direction of the Administrative Agent in overnight Eligible Investments selected
by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which
case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds.
Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all Principal
Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal Proceeds into
the Collection Account.


 




    	 	- 36 -	 



     


    

  


Principal Proceeds on deposit in the Collection
Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during
the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and applied (i)
to make payments in accordance with this Agreement or (ii) towards the purchase price of Portfolio Investments purchased in accordance
with this Agreement, in each case with prior notice to the Administrative Agent.


 


The Portfolio Manager shall notify the
Administrative Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in
the Collection Account have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on
deposit in the Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation
from the Administrative Agent (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence
of a Market Value Event, the Administrative Agent)) on the next succeeding Business Day and remitted to the Company. For
the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section
1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative
Agent.


 


Section
4.03.         Principal and
Interest Payments; Prepayments; Commitment Fee.


 


(a)          The
Company shall pay the unpaid principal amount of the Advances (together with accrued interest thereon) to the Administrative Agent
for the account of each Lender on the Maturity Date in accordance with the Priority of Payments and any and all cash in the Accounts
shall be applied to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional
Distribution Date in accordance with the Priority of Payments.


 


(b)          Accrued
interest on the Advances shall be payable in arrears on each Interest Payment Date, each Additional
Distribution Date and on the Maturity Date in accordance with the Priority of Payments; provided that (i) interest
accrued pursuant to the second sentence of Section 3.01(b) shall be payable on demand and (ii) in the event of any repayment
or prepayment of any Advances, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment. “Interest
Payment Date” means the
fifth Business Day after the last day of each Calculation Period.


 


(c)          


 


(i)          Subject
to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances
in whole or in part (A) on any Business Day that JPMorgan Chase Bank, National Association ceases to act as Administrative Agent,
(B) in connection with a Market Value Cure or (C) subject to the payment of the premium described in clause (ii) below, up to but
not more than three times during any Calculation Period; provided that, the Company may not prepay any outstanding Advances
pursuant to this Section 4.03(c)(i)(C) during the Non-Call Period in an amount that would cause the aggregate outstanding
principal amount of the Advances to be below the Minimum Funding Amount. The Company shall notify the Administrative Agent, the
Collateral Agent and the Collateral Administrator by electronic mail of an executed document (attached as a .pdf or similar file)
of any prepayment pursuant to Section 4.03(c)(i)(A) or Section 4.03(c)(i)(C) not later than 2:00 p.m., New York City
time, two (2) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Except in connection with a Market Value Cure, each partial prepayment
of outstanding Advances shall be in an amount not less than U.S.$2,000,000. Prepayments shall be accompanied by accrued and unpaid
interest.


 




    	 	- 37 -	 



     


    

  


(ii)         Each
prepayment or commitment reduction pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) that is made after the Non-Call
Period and on or before DecemberApril
29, 2019,2020, whether in full or in part,
shall be accompanied by a premium equal to 1% of the principal amount of such prepayment or commitment reduction; provided
that no such premium shall be payable with respect to any prepayment (or portion thereof) that does not exceed the positive difference
(if any) of (x) the then-current aggregate outstanding principal amount of the Advances over (y) the then-current Minimum Funding
Amount (the “Excess Funded
Amount”).


 


(d)          The
Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee in accordance with the Priority
of Payments which shall accrue at 1.00% per annum (or, with respect to any date on which the aggregate amount of Advances is greater
than 77.5% of the Commitment Amount, 0.60% per annum) on the average daily unused amount of the Financing Commitment of such Lender
during the period from and including the date of this Agreement to but excluding the last day of the Reinvestment Period. Accrued
commitment fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Financing Commitments terminate.
All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(e)          The
Company agrees to pay the Administrative Agent, for the account of each Lender, (i) an upfront fee on the date hereof in an aggregate
amount equal to U.S.$1,000,000 and (ii) following an AccordionCommitment
Increase Date, if one occurs, a fee on such AccordionCommitment
Increase Date in an aggregate amount equal to the product of (x) 0.80% and (y) the aggregate increase of the Financing
Commitments on such AccordionCommitment Increase
Date. Once paid, such fees or any part thereof shall not be refundable under any circumstances.


 


(f)          Without
limiting Section 4.03(c), the Company shall have the obligation from time to time to prepay outstanding Advances in whole
or in part on any date with proceeds from sales of Portfolio Investments directed by the Administrative Agent pursuant to Section
1.04 and as set forth in Sections 2.03(f) and 8.01(h). Prepayments shall be accompanied by accrued and unpaid
interest.


 


Section
4.04.         MV Cure Account


 


(a)          The
Company shall cause all cash received by it in connection with an Market Value Cure to be deposited in the MV Cure Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit to the MV Cure Account such amounts received by it (and identified
in writing as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the MV Cure Account shall
be invested in overnight Eligible Investments at the written direction of the Administrative Agent (as directed by the Required
Financing Providers). All amounts contributed to the Company by Parent in connection with an MV Event Cure shall be paid free and
clear of any right of chargeback or other equitable claim.


 


(b)          Amounts
on deposit in the MV Cure Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the
occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative
Agent)) and remitted to the Company with prior notice to the Administrative Agent (or, upon the occurrence and during the continuance
of an Event of Default or upon the occurrence of a Market Value Event, to the Lenders for prepayment of Advances and reduction
of Financing Commitment); provided that the Company may not direct any withdrawal from the MV Cure Account if the Borrowing
Base Test is not satisfied (or would not be satisfied after such withdrawal).


 




    	 	- 38 -	 



     


    

  


Section
4.05.         Priority of
Payments. On (w) each Interest Payment Date, (x) the Maturity Date, (y) any date
after the occurrence of a Market Value Event and (z) any date after the Maturity Date following an Event of Default and the declaration
of the Secured Obligations as due and payable (each date set forth in clauses (y) and (z) above, an “Additional
Distribution Date”),
the Collateral Agent shall distribute all amounts in the Collection Account in the following order of priority (the “Priority
of Payments”):


 


(a)          To
pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator and the Securities Intermediary hereunder
and under each other Loan Document (including fees, out-of-pocket expenses and indemnities) and (ii) second, any other accrued
and unpaid fees and out-of pocket expenses (other than the commitment fee payable to the Lenders, but including Lender indemnities)
due hereunder and under each other Loan Document, up to a maximum amount under this clause (a) of U.S.$100,000 (the “Cap”)
on each Interest Payment Date, the Maturity Date and each Additional Distribution Date (in the case of any Additional Distribution
Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Distribution Date or Interest
Payment Date occurring in the same calendar quarter); provided that if an Event of Default has occurred and the Administrative
Agent has terminated the Financing Commitments and declared the Secured Obligations due and payable, the Cap shall be increased
to $200,000 for payment to the Collateral Agent, the Collateral Administrator and the Securities Intermediary in connection with
any actions it has taken with respect to enforcement of rights on the Collateral.


 


(b)          To
deposit an amount equal to the Expense Reserve Account Amount in the Expense Reserve Account;


 


(c)          To
pay interest due in respect of the Advances, any amounts due or payable pursuant to Section 3.03(c)
and 3.03(f) and commitment fees payable to the Lenders (pro rata based on amounts due);


 


(d)          To
pay (i) on each Interest Payment Date, all prepayments of the Advances permitted or required under this Agreement (including any
applicable premium) and (ii) on the Maturity Date (and, if applicable, any Additional Distribution Date), principal of the Advances
until the Advances are paid in full;


 


(e)          (i)
prior to the end of the Reinvestment Period, at the direction of the Portfolio Manager, to fund the Unfunded Exposure Account up
to the Unfunded Exposure Amount and (ii) after the Reinvestment Period but prior to the Maturity Date, to fund the Unfunded Exposure
Account up to the Unfunded Exposure Amount;


 


(f)          To
pay all amounts set forth in clause (a) above not paid due to the limitation set forth therein;


 


(g)          To
the extent not reimbursed out of funds on deposit in the Expense Reserve Account, to reimburse the Portfolio Manager and the Company
for any and all reasonable costs and expenses incurred by the Portfolio Manager and the Company, as applicable, in connection with
the Collateral or in the performance of its obligations under this Agreement;


 


(h)          To
make any Permitted Distributions or Permitted Tax Distributions (using Interest Proceeds) directed pursuant to this Agreement;
and


 




    	 	- 39 -	 



     


    

  


(i)          (i)
On any Interest Payment Date other than the Maturity Date, to deposit any remaining amounts in the Collection Account and (ii)
on the Maturity Date and any Additional Distribution Date, any remaining amounts to the Company.


 


Section
4.06.         Payments Generally.
All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in
writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative
Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the
Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Financing
ProvidersLenders in respect of the FinancingsAdvances
and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each Interest Payment Date,
the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator
in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution
to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments
by the Company hereunder shall be made without setoff or counterclaim. All payments hereunder
shall be made in U.S. dollars. All interest calculated using the LIBO Rate hereunder shall
be computed on the basis of a year of 360 days and shall beall
interest calculated using the Base Rate hereunder shall be computed on the basis of a year of 365 days in each case,
payable for the actual number of days elapsed (including the first day but excluding the last day).


 


Section
4.07.         Termination
or Reduction of Financing Commitments.


 


(a)          After
the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent), the
Company shall be entitled at its option, subject to the payment of the premium described in Section 4.03(c)(ii), and upon
three (3) Business Days’ prior
written notice to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i)
terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable
premium and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii)
reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances. In addition, the Financing
Commitments shall be automatically and irrevocably reduced by the amount of any prepayment
of Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Excess Funded Amount.


 


(b)          The
Financing Commitments shall be automatically and irrevocably reduced on the date of any
prepayment made in accordance with the definition of “Market
Value Cure” in an amount equal
to the amount of such prepayment.


 


(c)          The
Financing Commitments shall be reduced by the amount of the sale proceeds resulting from a sale of any Portfolio Investment made
at the direction of the Administrative Agent pursuant to Section 1.04.[Reserved];


 


(d)          All
unused Financing Commitments as of the last day of the Reinvestment Period shall automatically be terminated.


 


(e)          The
Financing Commitments shall be irrevocably reduced by the amount of any repayment or prepayment of Advances following the last
day of the Reinvestment Period.


 




    	 	- 40 -	 



     


    

 


Article
V


THE PORTFOLIO MANAGER


 


Section
5.01.         Appointment
and Duties of the Portfolio Manager. The Company hereby appoints the Portfolio
Manager as its portfolio manager under this Agreement and to perform the investment management functions of the Company set forth
herein, and the Portfolio Manager hereby accepts such appointment. For so long as no Market Value Event has occurred and subject
to Section 1.04, the services to be provided by the Portfolio Manager shall consist of (x) selecting, purchasing, managing
and directing the investment, reinvestment, substitution and disposition of Portfolio Investments, delivering Notices of Acquisition
on behalf of and in the name of the Company and (y) acting on behalf of the Company for all other purposes hereof and the transactions
contemplated hereby. The Portfolio Manager agrees to comply with all covenants and restrictions imposed on the Company herein
and in each other Loan Document. The Company hereby irrevocably appoints the Portfolio Manager its true and lawful agent and attorney-in-fact
(with full power of substitution) in its name, place and stead and at its expense, in connection with the performance of its duties
provided for herein. Without limiting the foregoing:


 


(a)          The
Portfolio Manager shall perform its obligations hereunder with reasonable care, using a degree of skill not less than that which
the Portfolio Manager exercises with respect to assets of the nature of the Portfolio Investments that it manages for itself and
others having similar investment objectives and restrictions; and


 


(b)          The
Portfolio Manager shall not (and shall not cause the Company to) take any action that it knows or reasonably should know would
(1) violate the constituent documents of the Company, (2) violate any law, rule or regulation applicable to the Company, (3) require
registration of the Company as an “investment
company” under the Investment
Company Act of 1940, or (4) cause the Company to violate the terms of this Agreement or any instruments relating to the Portfolio
Investments in any material respect.


 


The Portfolio Manager may employ third
parties (including its Affiliates) to render advice (including investment advice) and assistance to the Company and to perform
any of the Portfolio Manager’s
duties hereunder, provided that the Portfolio Manager shall not be relieved of any of its duties or liabilities hereunder
regardless of the performance of any services by third parties.


 


Section
5.02.         Portfolio
Manager Representations As to Eligibility Criteria; Etc. The Portfolio Manager
represents to the other parties hereto that (a) as of the Trade Date and Settlement Date for each Portfolio Investment purchased
and the Substitution Date for each Substitute Portfolio Investment, such Portfolio Investment meets all of the applicable Eligibility
Criteria (unless otherwise consented to by the Administrative Agent) and, except as otherwise permitted hereunder, the Concentration
Limitations (as defined on Schedule 4) shall be satisfied, or if not satisfied immediately prior to such Purchase or Substitution,
maintained or improved, after the consummation of the related Purchase or Substitution (unless otherwise consented to by the Administrative
Agent) and (b) all of the information contained in the related Notice of Acquisition is true, correct and complete in all material
respects; provided that, to the extent any such information was furnished to the Company by any third party, such information
is as of its delivery date true, complete and correct in all material respects to the knowledge of the Portfolio Manager.


 




    	 	- 41 -	 



     


    

 


Section
5.03.         Limitation
of Liability; Indemnification.


 


(a)          None
of the Portfolio Manager, its Affiliates (other than, for the avoidance of doubt, the Company and the Permitted Subsidiary to the
extent provided in the Loan Documents) and their respective partners, members, managers, stockholders, directors, officers, employees
and agents (each a “Portfolio
Manager Party”) will be
liable to the Company, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary,
the Financing Providers or any other Person for any all expenses, losses, damages, liabilities, demands, charges or claims of any
kind or nature whatsoever (including reasonable attorneys’
fees and accountants’ fees and
costs and expenses relating to investigating or defending any demands, charges and claims) (“Losses”)
incurred, or for any decrease in the value of the Collateral as a result of, the actions taken or recommended, or for any omissions
(including, with respect to the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary,
the Administrative Agent or any Financing Provider, any failure to timely grant any consent requested by the Portfolio Manager)
by, the Portfolio Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees
or agents under or in connection with this Agreement, except that the Portfolio Manager shall be so liable as and to the extent
such Losses arise out of or in connection with any Portfolio Manager Breach.


 


As used herein, “Portfolio
Manager Breach” means
the gross negligence, willful misconduct or bad faith on the part of the Portfolio Manager under or in connection with this Agreement.


 


(b)          To
the extent permitted by Applicable Law, the Portfolio Manager shall indemnify and hold harmless the Agents, the Collateral Administrator
and the Financing Providers and their respective Affiliates, directors, officers, stockholders, partners, agents, employees and
controlling persons (each an “Indemnified
Person”) from and against
any and all Losses awarded against or incurred by such Indemnified Person resulting from any Portfolio Manager Breach, excluding,
however, any Losses to the extent resulting from the gross negligence, willful misconduct or bad faith on the part of such Indemnified
Person.


 


(c)          Any
amounts subject to the indemnification provisions of this Section 5.03 shall be paid by the Portfolio Manager to the Administrative
Agent on behalf of the applicable Indemnified Person within 30 Business Days following receipt by the Portfolio Manager of the
Administrative Agent’s written
demand therefor (and the Administrative Agent shall pay such amounts to the applicable Indemnified Person promptly after the receipt
by the Administrative Agent of such amounts). The Administrative Agent, on behalf of any Indemnified Person making a request for
indemnification under this Section 5.03, shall submit to the Portfolio Manager a certificate setting forth in reasonable
detail the basis for and the computations of the Losses with respect to which such indemnification is requested, which certificate
shall be conclusive absent demonstrable error.


 


(d)          If
the Portfolio Manager has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Person, pursuant
to this Section 5.03 and such Indemnified Person thereafter collects any of such amounts from others, such Indemnified Person
will promptly repay such amounts collected to the Portfolio Manager.


 


(e)          The
Portfolio Manager shall not have any liability for making indemnification hereunder to the extent any such indemnification constitutes
recourse for uncollectible or uncollected Portfolio Investments, results from or relates to the performance of one or more Portfolio
Investments or any decision by the Portfolio Manager to acquire or sell or refrain from acquiring or selling a Portfolio Investments
or for special, punitive, indirect, consequential or incidental damages (including but not limited to lost profits). Any indemnification
pursuant to this Section 5.03 shall not be payable from the Collateral.


 


(f)          This
Section 5.03 shall survive the termination of this Agreement and the repayment of all amounts owing to the Financing Providers,
the Collateral Administrator and Agents hereunder.


 




    	 	- 42 -	 



     


    

 


Article
VI


REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section
6.01.         Representations
and Warranties. The Company (and, with respect to clauses (a) through (e), (l),
(n), (t) through (v) and (dd), the Portfolio Manager) represents to the other parties
hereto solely with respect to itself (and, in the case of the Company, other than with respect to clauses (s), (cc) and (dd),
the Permitted Subsidiary) that as of the date hereof, the Third A&R Date and each Trade Date (or as of such other date as
maybe expressly set forth below):


 


(a)          it
is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization
or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document
to which it is or may become a party and to consummate the transactions herein and therein contemplated;


 


(b)          the
execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions
contemplated therein have been duly authorized by it and this Agreement and each other Loan Document to which it is or may become
a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to (A)
bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’
rights generally, (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability
is considered in a proceeding in equity or at law and (C) implied covenants of good faith and fair dealing);


 


(c)          the
execution, delivery and performance of this Agreement and each other Loan Document to which it is or may become a party and the
consummation of such transactions do not conflict with the provisions of its governing instruments and, except where such violation
would not reasonably be expected to have a Material Adverse Effect, will not violate in any material way any provisions of Applicable
Law or regulation or any applicable order of any court or regulatory body and will not result in the material breach of, or constitute
a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or
any of its property may be bound or affected;


 


(d)          it
is not subject to any Adverse Proceeding;


 


(e)          it
has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority)
that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement
and each other Loan Document to which it is or may become a party and each such consent and authorization is in full force and
effect except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;


 


(f)          it
is not required to register as an “investment
company” as defined in the
Investment Company Act of 1940, as amended;


 


(g)          it
has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended, and it is
not a reporting company under the Securities Exchange Act of 1934, as amended;


 


(h)          it
has no Indebtedness other than (i) Indebtedness incurred under the terms of the Loan Documents, (ii) Indebtedness incurred pursuant
to certain ordinary business expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents
and (iii) if applicable, the obligation to make future payments under any Delayed Funding Term Loan or Revolving Loan;


 




    	 	- 43 -	 



     


    

  


(i)          (x)
it does not have underlying assets which constitute “plan
assets” within the meaning
of the Plan Asset Rules; and (y) it has not within the last six years sponsored, maintained, contributed to, or been required to
contribute to and does not have any material liability with respect to any Plan;


 


(j)          as
of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this
Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder,
delay or defraud any of its creditors;


 


(k)          it
is not in default under any other contract to which it is a party except where such default would not reasonably be expected to
have a Material Adverse Effect;


 


(l)          it
has complied in all material respects with all Applicable Laws, judgments, agreements with governmental authorities, decrees and
orders with respect to its business and properties and the Portfolio;


 


(m)          it
does not have any Subsidiaries (other than, solely with respect to the Company, the Permitted Subsidiary), or own any Investments
in any Person other than the Portfolio Investments or Investments (i) constituting Eligible Investments (as measured at their time
of acquisition), (ii) acquired by the Company with the approval of the Administrative Agent, or (iii) those the Company shall have
acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process
or proceeding involving a Portfolio Investment or any issuer thereof;


 


(n)          (x)
it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject,
and all other matters actually known to it, without inquiry, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect and (y) no information (other than projections, forward-looking information, general economic
data, or industry information or
information relating to third parties) heretofore furnished by or on behalf of the Company in writing to the Administrative
Agent or any Lender in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates,
modifications and supplements to such information) contains (or, to the extent any such information was furnished by or
relating to a third party, to the Company’'s
or the Portfolio Manager's knowledge contains), when taken as a whole, as of its delivery date, any material misstatement
of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not materially misleading;


 


(o)          [Reserved];


 


(p)          it
has timely filed all Tax returns required by Applicable Law to have been filed by it; all such Tax returns are true and correct
in all material respects; and it has paid or withheld (as applicable) all Taxes owing or required to be withheld by it (if any)
shown on such Tax returns, except any such Taxes which are being contested in good faith by appropriate proceedings and for which
adequate reserves shall have been set aside in accordance with GAAP on its books and records;


 


(q)          each
of the Company and the Permitted Subsidiary is and will be treated as a disregarded entity or partnership for U.S. federal income
tax purposes;


 


(r)          the
Company is and will be wholly owned by the Parent, and the Permitted Subsidiary is and will be wholly owned by the Company, each
of which is a U.S. Person;


 




    	 	- 44 -	 



     


    

  


(s)          prior
to the date hereof, the Company has not engaged in any business operations or activities other than as an ownership entity for
Portfolio Investments and similar loan or debt obligations and activities incidental thereto;


 


(t)          neither
it nor any of its Affiliates is (i) the subject or target of Sanctions; (ii) a Person that resides or has a place of business in
a country or territory named on such lists or which is designated as a “Non-Cooperative
Jurisdiction” by the Financial
Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a
 “Foreign Shell Bank”
within the meaning of the PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not
affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or
entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury
under Sections 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns. It is in compliance
with all applicable Sanctions and also in compliance with all applicable provisions of the PATRIOT Act;


 


(u)          the
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its agents
and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions,
and the Company and its officers and employeesdirectors
and, to its knowledge, its employees, members and agents are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity
that would reasonably be expected to result in the Company being designated as a Sanctioned Person. None of (i) the
Company or its officers and employees or (ii) to the knowledge of the Company, any manager or agent of the Company that will act
in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person;


 


(v)          the
Loan Documents represent all of the material agreements between the Portfolio Manager, the Parent, the Permitted Subsidiary and
the Seller, on the one hand, and the Company, on the other. The Company (or, in the case of Subsidiary Investments, the Permitted
Subsidiary) has good and marketable title to all Portfolio Investments and other Collateral free of any Liens (other than Liens
in favor of the Secured Parties pursuant to the Loan Documents, Permitted Liens and inchoate liens arising by operation of law);


 


(w)          it
is not relying on any advice (whether written or oral) of any Lender, the Administrative Agent or any of their Affiliates;


 


(x)          there
are no judgments for Taxes with respect to the Company and no claim is being asserted with respect to the Taxes of the Company;


 


(y)          all
proceeds of the Advances will be used by the Company only in accordance with the provisions of this Agreement. No part of the proceeds
of any Advance will be used by the Company to purchase or carry any Margin Stock or to extend credit to others for the purpose
of purchasing or carrying Margin Stock. Neither the making of any Advance nor the use of the proceeds thereof will violate or be
inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board. No Advance is
secured, directly or indirectly, by Margin Stock, and the Collateral does not include Margin Stock;


 


(z)          (y)
[Reserved];


 


(aa)         (z)
[Reserved];


 




    	 	- 45 -	 



     


    

  


(aa)         [Reserved];


 


(bb)         upon
the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first
priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any
adverse claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority) that
a security interest in said Collateral may be perfected under the applicable UCC;


 


(cc)         the
Parent (i) is not required to register as an investment company under the Investment Company Act of 1940, as amended, and (ii)
has elected to be treated a business development corporation for purposes of the Investment Company Act of 1940, as amended;


 


(dd)         the
Portfolio Manager is not required to register as an investment adviser under the Investment Advisers Act of 1940, as amended;


 


(ee)         the
constituent documents of the Permitted Subsidiary restrict its activities to the origination, acquisition, holding and disposition
of Subsidiary Investments and activities incidental or related thereto; and


 


(ff)         the
Company is the sole legal and beneficial owner of all equity interests in the Permitted Subsidiary.


 


Section
6.02.         Covenants
of the Company. The Company:


 


(a)          shall
at all times (and shall ensure that the Permitted Subsidiary shall at all times): (i) maintain at least one independent manager
or director (who is in the business of serving as an independent manager or director); (ii) maintain its own separate books and
records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other
Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent
that the Company is treated as a “disregarded
entity” for Tax purposes and
is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those
Taxes being contested in good faith by appropriate proceedings and in respect of which the Company has established proper reserves
on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business
in its own name and comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial
statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s
length relationship with the Parent and each of its other Affiliates; (xi) not hold out its credit or assets as being available
to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate,
including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by
this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding
regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and
liabilities and pay its operating expenses and liabilities from its own assets; (xvii) not acquire the obligations or any securities
of its Affiliates; (xviii) cause the managers, officers, agents and other representatives of the Company to act at all times with
respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; and (xix) maintain
at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member
from the Company, shall immediately become the member of the Company in accordance with its organizational documents.


 




    	 	- 46 -	 



     


    

 


(b)          shall
not (i) engage, directly or indirectly, in any business, other than the actions required or permitted to be performed under the
preceding clause (a), including, other than with respect to any warrants received in connection with a Portfolio Investment, controlling
the decisions or actions respecting the daily business or affairs of any other Person except as otherwise permitted hereunder (which,
for the avoidance of doubt, shall not prohibit the Company from taking, or refraining to take, any action under or with respect
to a Portfolio Investment); (ii) fail to be Solvent; (iii) release, sell, transfer, convey or assign any Portfolio Investment (or
permit the Permitted Subsidiary to take any such action) unless in accordance with the Loan Documents; (iv) except for capital
contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the
books and records of the Company, enter into any transaction with an Affiliate of the Company except on commercially reasonable
terms similar to those available to unaffiliated parties in an arm’s-length
transaction; (v) identify itself as a department or division of any other Person; or (vi) own any asset or property other than
the Collateral and the related assets and incidental personal property necessary for the ownership or operation of these assets.


 


(c)          shall
take all actions consistent with and shall not take any action contrary to the “Facts
and Assumptions” sections
in the opinions of Dechert LLP, dated the date hereof, relating to certain true sale and non-consolidation matters;


 


(d)          shall
not create, incur, assume or suffer to exist any Indebtedness (and shall not permit the Permitted Subsidiary to do so) other than
(i) Indebtedness incurred under the terms of the Loan Documents, (ii) Indebtedness incurred pursuant to certain ordinary business
expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents and (iii) if applicable,
the obligation to make future payments under any Delayed Funding Term Loan or Revolving Loan;


 


(e)          shall
comply with all Anti-Corruption Laws and applicable Sanctions and shall maintain in effect and enforce policies and
procedures designed to ensure compliance by the Company and its managers, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions;


 


(f)          (i)
shall not amend any of its constituent documents or any document to which it is a party in any manner that would reasonably be
expected to adversely affect the Lenders in any material respect without the prior written consent of the Administrative Agent
and (ii) shall not amend or permit the Permitted Subsidiary to amend any of its constituent documents or any document to which
it is a party in any manner (other than an amendment of a purely administrative or clerical nature) without the prior written consent
of the Administrative Agent);


 


(g)          [Reserved];


 


(h)          shall
not (and shall not permit the Permitted Subsidiary to), without the prior consent of the Administrative Agent (acting at the direction
of the Required Financing Providers), which consent may be withheld in the sole and absolute discretion of the Required Financing
Providers, enter into any hedge agreement;


 


(i)          shall
not (and shall ensure that the Permitted Subsidiary does not) change its name, identity or entity structure in any manner that
would make any financing statement or continuation statement filed by the Company or the Permitted Subsidiary (or by the Collateral
Agent on behalf of the Company or the Permitted Subsidiary) in accordance with subsection (a) above materially misleading or change
its jurisdiction of organization, unless the Company or the Permitted Subsidiary shall have given the Administrative Agent and
the Collateral Agent at least 30 days prior written notice thereof, and shall promptly file, or authorize the filing of, appropriate
amendments to all previously filed financing statements and continuation statements (and shall provide a copy of such amendments
to the Collateral Agent and Administrative Agent together with written confirmation to the effect that all appropriate amendments
or other documents in respect of previously filed statements have been filed);


 




    	 	- 47 -	 



     


    

  


(j)          shall
do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as a limited
liability company (and the Permitted Subsidiary’s
existence as a limited liability company) and take all reasonable action to maintain its and the Permitted Subsidiary’s
rights, franchises, licenses and permits material to its business or the Permitted Subsidiary’s
business in its applicable jurisdiction of its formation, (ii) qualify and remain qualified as a limited liability company in good
standing in each jurisdiction where the failure to qualify and remain qualified would reasonably be expected to have a Material
Adverse Effect and (iii) cause the Permitted Subsidiary to qualify and remain qualified as a limited liability company in good
standing in each jurisdiction where the failure to qualify and remain qualified would reasonably be expected to have a Material
Adverse Effect;


 


(k)          shall
comply, and shall cause the Permitted Subsidiary to comply, with all Applicable Law (whether statutory, regulatory or otherwise),
except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect;


 


(l)          shall
not (and shall not permit the Permitted Subsidiary to) merge into or consolidate with any person or dissolve, terminate or liquidate
in whole or in part, in each case, without the prior written consent of the Administrative Agent;


 


(m)          except
for the Permitted Subsidiary and Investments permitted by Section 6.02(u)(C) and without the prior written consent of the
Administrative Agent, shall not form, or cause to be formed, any Subsidiaries; or make or suffer to exist (or permit the Permitted
Subsidiary to make or suffer to exist) any loans or advances to, or extend any credit to, or make any investments (by way of transfer
of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business
or assets, or otherwise) in, any Affiliate or any other Person except investments as otherwise permitted herein and pursuant to
the other Loan Documents;


 


(n)          shall
ensure that (i) its affairs and the Permitted Subsidiary’s
affairs are conducted so that its underlying assets do not constitute “plan
assets” within the meaning
of the Plan Asset Rules, and (ii) it does not sponsor, maintain, contribute to or become required to contribute to or have any
liability with respect to any Plan;


 


(o)          except
for the security interest granted hereunder, under the Equity Pledge Agreement and the Asset Pledge Agreement and as otherwise
permitted hereunder, shall not (and shall not permit the Permitted Subsidiary to) sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on the Collateral or the Subsidiary Investments or any interest
therein (other than Liens in favor of the Secured Parties pursuant to the Loan Documents, Permitted Liens and inchoate liens arising
by operation of law), and the Company shall defend the right, title, and interest of the Collateral Agent (for the benefit of the
Secured Parties) and the Lenders in and to the Collateral and the Subsidiary Investments against all claims of third parties claiming
through or under the Company or the Permitted Subsidiary (other than Liens in favor of the Secured Parties pursuant to the Loan
Documents, Permitted Liens and inchoate liens arising by operation of law);


 




    	 	- 48 -	 



     


    

 


(p)          shall
promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following
financial statements, reports and information: (i) as soon as available, but in any event within 120 days after the end of each
fiscal year of the Parent, a copy of the audited consolidated and consolidating balance sheet of the Parent and its consolidated
Subsidiaries as at the end of such year, the related consolidated and consolidating statements of income for such year and the
related consolidated statements of changes in net assets and of cash flows for such year, setting forth in each case in comparative
form the figures for the previous year; provided, that the financial statements required to be delivered pursuant to this
clause (i) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Parent’s
annual report on Form 10-K, shall be deemed delivered to the Administrative Agent on the date such documents are made so available;
(ii) as soon as available and in any event within 45 days after the end of each fiscal quarter of each fiscal year (other than
the last fiscal quarter of each fiscal year), an unaudited consolidated and consolidating balance sheet of the Parent and its consolidated
Subsidiaries as of the end of such fiscal quarter and including the prior comparable period (if any), and the unaudited consolidated
and consolidating statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and for the period
commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited consolidated
statements of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal
year and ending with the end of such fiscal quarter; provided, that the financial statements required to be delivered pursuant
to this clause (ii) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in Parent’s
quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date such documents are made so available;
and (iii) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or the Required
Financing Providers may reasonably request;


 


(q)          shall
pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all Taxes levied or imposed upon the
Company or upon the income, profits or property of the Company; provided that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such Tax (i) the amount, applicability or validity of which is being contested
in good faith by appropriate proceedings and for which disputed amounts adequate reserves in accordance with GAAP have been made
or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect, and shall
cause the Permitted Subsidiary to take all such actions;


 


(r)          shall
permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably
request (A) to inspect and make copies of and abstracts from its records relating to the Portfolio Investments and (B) to visit
its properties in connection with the collection, processing or managing of the Portfolio Investments for the purpose of examining
such records, and to discuss matters relating to the Portfolio Investments or such Person’s
performance under this Agreement and the other Loan Documents with any officer or employee or auditor (if any) of such Person having
knowledge of such matters. The Company agrees to render to the Administrative Agent such clerical and other assistance as may be
reasonably requested with regard to the foregoing; provided that such assistance shall not interfere in any material respect
with the Company’s or the Portfolio
Manager’s business and operations.
So long as no Event of Default has occurred and is continuing, such visits and inspections shall occur only (i) upon five (5) Business
Days’ prior written notice, (ii)
during normal business hours and (iii) no more than once in any calendar year. During the existence of an Event of Default, there
shall be no limit on the timing or number of such inspections and only one (1) Business Day’
prior notice will be required before any inspection;


 


(s)          shall
not use (and shall not permit the Permitted Subsidiary to use) any part of the proceeds of any Advance, whether directly or indirectly,
for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System of the
United States of America, including Regulations T, U and X;


 




    	 	- 49 -	 



     


    

 


(t)          shall
not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that (A) the Company
may make Permitted Distributions subject to the other requirements of this Agreement and (B) the Company may make Permitted Tax
Distributions so long as (i) after giving effect to such Permitted Tax Distribution, the Borrowing Base Test is satisfied, (ii)
the Company gives at least two (2) Business Days prior notice thereof to the Administrative Agent and (iii) if Permitted Tax Distributions
are made after the occurrence and during the continuance of an Event of Default, the aggregate amount of all Permitted Tax Distributions
made in any 90 calendar day period (after giving effect to such Permitted Tax Distribution) is not greater than $1,500,000;


 


(u)          shall
not make or hold any Investments, except its equity interest in the Permitted Subsidiary, the Portfolio Investments or Investments
(A) constituting Eligible Investments (measured at the time of acquisition), (B) that have been consented to by the Administrative
Agent, (C) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure,
restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof or (D) received in connection
with making an Eligible Investment;


 


(v)          shall
not request any Advance, and shall not directly, or to the knowledge of the Company, indirectly, use, and shall procure that its
agents shall not directly, or to the knowledge of the Company, indirectly, use, the proceeds of any Advance (A) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto, and shall not permit the Permitted Subsidiary to take any such action;


 


(w)        shall
not (and shall ensure that the Permitted Subsidiary does not) acquire any Revolving Loan or Delayed Funding Term Loan if such acquisition
would cause the Unfunded Exposure Amount, collateralized or uncollateralized, to exceed 10% of the Collateral Principal Amount;


 


(x)          other
than pursuant to the Natixis Sale Agreement, the Parent Sale Agreement or in connection with a Substitution, shall not transfer
to any of its Affiliates any Portfolio Investment purchased from any of its Affiliates (other than sales to Affiliates conducted
on terms and conditions consistent with those of an arm’s
length transaction and, if applicable, at fair market value);


 


(y)          shall
post on a password protected website maintained by the Portfolio Manager to which the Administrative Agent will have access or
deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, within fifteenten
(1510) Business Days of the completion
of the Portfolio Manager’s portfolio review of such obligor (which, for
any individual obligor, shall occur no less frequently than quarterly)'s receipt of
such information, without duplication of any other reporting requirements set forth in this Agreement or any other Loan
Document, any management discussion and analysis provided by such obligor and any financial reporting packages with respect to
such obligor and with respect to each Portfolio Investment for such obligor (including any attached or included information, statements
and calculations); provided that, if the financials for such Portfolio Investment are not received
as scheduled, the Portfolio Manager shall diligently request such financials reporting packages and provide to the Administrative
Agent within five (5) Business Days of the receipt thereof. The Company shall cause the Portfolio Manager to provide
such other information as the Administrative Agent may reasonably request with respect to any Portfolio Investment or obligor (to
the extent reasonably available to the Portfolio Manager);


 


(z)          shall
not elect to be classified as other than a disregarded entity or partnership for U.S. federal income tax purposes, nor shall the
Company take any other action or actions that would cause it to be classified, taxed or treated as a corporation or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes (including transferring interests in the Company on or
through an established securities market or secondary market (or the substantial equivalent thereof), within the meaning of Section
7704(b) of the Code (and Treasury regulations thereunder) and shall cause the Permitted Subsidiary to be classified as a disregarded
entity or partnership for U.S. federal income tax purposes;


 




    	 	- 50 -	 



     


    

  


(aa)         shall
only have partners or owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person and shall
not recognize the transfer of any interest in the Company that constitutes equity for U.S. federal income tax purposes to a person
that is not a U.S. Person;


 


(bb)         shall
from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and shall take such other action as may be reasonably necessary
to secure the rights and remedies of the Secured Parties hereunder and to grant more effectively all or any portion of the Collateral,
maintain or preserve the security interest (and the priority thereof) of this Agreement or to carry out more effectively the purposes
hereof, perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement, preserve and defend
title to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral
Agent against the claims of all persons and parties, pay any and all Taxes levied or assessed upon all or any part of the Collateral
and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with its activities or
give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that
may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Agreement
or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest,
and hereby authorizes the Collateral Agent to file a UCC financing statement listing ‘'all
assets of the debtor’ in the collateral
description of such financing statement and shall ensure that the Permitted Subsidiary takes all such actions with respect to its
assets and the Asset Pledge Agreement;


 


(cc)         shall
use all commercially reasonable efforts to elevate all Participation Interests granted under the Natixis Sale Agreement to absolute
assignments within the applicable then-current standard settlement timeframes set forth in LSTA guidelines;


 


(dd)         on
the Effective Date, shall promptly (or, in any event, on the Effective Date) cause the initial Advance to be applied to pay in
full all amounts payable by the Seller under the Natixis Credit Facility and shall obtain the Natixis Lien Release;


 


(ee)         shall
not (and shall not permit the Permitted Subsidiary to) become liable in any way, whether directly or by assignment or as a guarantor
or other surety, for the obligations of a lessee under any lease, hire any employees or make any distributions (other than in accordance
with the Loan Documents);


 


(ff)         shall
not maintain any bank accounts or securities accounts other than the Accounts and shall not permit the Permitted Subsidiary to
maintain any bank accounts or securities accounts other than the Pledged Accounts;


 


(gg)         [Reserved];shall
not act on behalf of, a country, territory, entity or individual that, at the time of such act, is the subject or target of Sanctions,
and none of the Company, the Portfolio Manager or any of their respective Affiliates, owners, directors or officers is a natural
person or entity with whom dealings are prohibited under Sanctions for a natural person or entity required to comply with such
Sanctions. The Company does not own and will not acquire, and the Portfolio Manager will not cause the Company to own or acquire,
any security issued by, or interest in, any country, territory, or entity whose direct ownership would be or is prohibited under
Sanctions for a natural person or entity required to comply with Sanctions;


 




    	 	- 51 -	 



     


    

  


(hh)         shall
not permit the Permitted Subsidiary to Purchase any Subsidiary Investment that is not held for the benefit of, or intended to be
transferred to, the Company or the Parent;


 


(ii)         except
as otherwise expressly permitted herein, shall not (and shall not permit the Permitted Subsidiary to) cancel or terminate any of
the underlying instruments in respect of a Portfolio Investment to which it is party or beneficiary (in any capacity), or consent
to or accept any cancellation or termination of any of such agreements unless (in each case) the Administrative Agent shall have
consented thereto in its sole discretion; and


 


(jj)         shall
give notice to the Administrative Agent promptly in writing upon (and in no event later than three
(3) Business Days (or, in the case of clause (ii)(y) below, one (1) Business Day) after) the Company or the Portfolio Manager has
actual knowledge of the occurrence of any of the following:


 


(i)          any
Adverse Proceeding; and


 


(ii)         any
(x) Default or (y) Event of Default; and


 


(iii)        (ii)
any adverse claim asserted against any of the Permitted Subsidiary, Portfolio Investments, the Accounts, the Pledged
AccountAccounts or any other Collateral.


 


Section
6.03.         Amendments
of Portfolio Investments, Etc. If the Company or the Portfolio
Manager receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification
of any Portfolio Investment or any related underlying instrument or rights thereunder (each, an “Amendment”)
with respect to any Portfolio Investment or any related underlying instrument, or makes any affirmative determination to exercise
or refrain from exercising any rights or remedies thereunder, it will give prompt (and in any event, not later than three (3)
Business Days’) notice thereof
to the Administrative Agent. In any such event, the Company shall exercise all voting and other powers of ownership relating to
such Amendment or the exercise of such rights or remedies as the Portfolio Manager shall deem appropriate under the circumstances.
If an Event of Default has occurred and is continuing or a Market Value Event has occurred, the Company will exercise all voting
and other powers of ownership as the Administrative Agent (acting at the direction of the Required Financing Providers) shall
instruct (it being understood that if the terms of the related underlying instrument expressly prohibit or restrict any such rights
given to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction
is not violated). In any such case, following the Company's receipt thereof, the Company shall promptly
provide to the Administrative Agent copies of all executed amendments to underlying instruments, executed waiver or consent forms
or other documents executed or delivered in connection with any Amendment.


 




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Article
VII


EVENTS OF DEFAULT


 


If any of the following events (“Events
of Default”) shall occur:


 


(a)          the
Company shall fail to pay any amount owing by it in respect of the Secured Obligations (whether for principal, interest, fees or
other amounts) when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise and, in the case of amounts other than principal and interest, such failure continues for a period of one
(1) Business Day (or, in the case of a default in payment resulting solely from an administrative error or omission by the Collateral
Agent or from a Disruption Event, two (2) Business Days) following the earlier of (x) the Company becoming aware of such failure
or (y) receipt of written notice by the Company of such failure;


 


(b)          any
representation or warranty made or deemed made by or on behalf of the Company, the Portfolio Manager, the Permitted Subsidiary
(collectively, the “Credit
Risk Parties”) or the
Seller herein or in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate,
or other document (other than projections, forward-looking information, general economic data, industry information or information
relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification thereof or waiver
thereunder, shall prove to have been incorrect in any material respect when made or deemed made (it being understood that the failure
of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute a failure) and
if such failure is capable of being remedied, such failure shall continue for a period of 30 days following the earlier of (i)
receipt by such Credit Risk Party or the Seller, as applicable, of written notice of such inaccuracy from the Administrative Agent
and (ii) an officer of such Credit Risk Party or the Seller, as applicable, becoming aware of such inaccuracy (or, if such failure
could not reasonably be expected to be cured within 30 days, such Credit Risk Party or the Seller, as applicable, commences and
diligently pursues such cure and such failure is cured within 45 days);


 


(c)          (A)
the Company (or to the extent it is obligated, the Permitted Subsidiary) shall fail to observe or perform any covenant, condition
or agreement contained in Section 6.02(a)(i) through (vii), (xi) or (xix), (b)(i) through (iv),
(d), (f), (h), (i), (l), (m), (o), (t), (v), (dd) or,
(ee) or (jj) or (B) any Credit Risk Party or the Seller shall fail to observe or perform any
other covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment to satisfy
the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document and,
in the case of this clause (B), if such failure is capable of being remedied, such failure shall continue for a period of 30 days
following the earlier of (i) receipt by such Credit Risk Party or the Seller, as applicable, of written notice of such failure
from the Administrative Agent and (ii) an officer of such Credit Risk Party or the Seller, as applicable, becoming aware of such
failure (or, if such failure could not reasonably be expected to be cured within 30 days, such Credit Risk Party or the Seller,
as applicable, commences and diligently pursues such cure and such failure is cured within 45 days);


 


(d)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of any Credit Risk Party or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit Risk Party or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for thirty (30) days or an order or decree approving
or ordering any of the foregoing shall be entered;


 




    	 	- 53 -	 



     


    

 


(e)          any
Credit Risk Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause
(d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Credit Risk Party or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;


 


(f)          any
Credit Risk Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(g)          the
passing of a resolution by the equity holders of the Company or the Permitted Subsidiary in respect of the winding up on a voluntary
basis of the Company or the Permitted Subsidiary;


 


(h)          any
final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for
the payment of money in an aggregate amount in excess of U.S.$1,000,000 (after giving effect to insurance, if any, available with
respect thereto) shall be rendered against the Company or the Permitted Subsidiary, and the same shall remain unsatisfied, unvacated,
unbonded or unstayed for a period of sixty (60) days after the date on which the right to appeal has expired;


 


(i)          an
ERISA Event occurs;


 


(j)          a
Change of Control occurs;


 


(k)          the
Company or the arrangements contemplated by the Loan Documents, shall become required to register as an “investment
company” within the meaning
of the Investment Company Act of 1940, as amended;


 


(l)       
    the Portfolio Manager resigns as Portfolio Manager under this Agreement; or


 


(m)          (i)
failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(f) other than
in the case that any Lender fails to make the Advance required in accordance with Section 2.03(f) or (ii) failure of the
Company to satisfy its obligations in respect of unfunded obligations with respect to any Delayed Funding Term Loan or Revolving
Loan (including the payment of any amount in connection with the sale thereof to the extent required under this Agreement) other
than if the Company provides the Administrative Agent with written notice in reasonable detail stating that it has elected not
to fund any applicable amount due to a good faith contractual dispute with respect to the related Portfolio Investment or a determination
by the Company that an advance is not required under its underlying instruments; provided that the failure of the Company
to undertake any action set forth in this clause (m) is not remedied within two Business Days; or


 


(n)          the
Net Advances exceed the product of (a) 75% and (b) Net Asset Value and the failure of the Company to maintain the required Net
Asset Value set forth in this clause (n) is not remedied within one Business Day after the earlier of (x) receipt by the Company
and the Portfolio Manager of written notice of such failure from the Administrative Agent or (y) the date the Company or the Portfolio
Manager has actual knowledge of the occurrence of such excess;


 




    	 	- 54 -	 



     


    

 


then, and in every such event (other than an event with respect
to the Company described in clause (d) or (e) of this Article), and at any time thereafter in each case during the continuance
of such event, the Administrative Agent may, and at the request of the Required Financing Providers shall, by notice to the Company,
take either or both of the following actions, at the same or different times: (i) terminate the Financing Commitments, and thereupon
the Financing Commitments shall terminate immediately, and (ii) declare all of the Secured Obligations then outstanding to be due
and payable in whole (or in part, in which case any Secured Obligations not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the Secured Obligations so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in case of
any event with respect to the Company described in clause (d) or (e) of this Article, the Financing Commitments shall automatically
terminate and all Secured Obligations then outstanding, together with accrued interest thereon and all fees and other obligations
of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company.


 


Article
VIII


ACCOUNTS; COLLATERAL SECURITY


 


Section
8.01.         The Accounts;
Agreement As to Control.


 


(a)          Establishment
and Maintenance of Accounts. The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the
Securities Intermediary hereby acknowledges that it has established (1) an account designated as the “Custodial
Account”, (2) an account
designated as the “Collection
Account”, (3) an account
designated as the “MV Cure
Account”, (4) an account
designated as the “Expense
Reserve Account” and (5)
an account designated as the “Unfunded
Exposure Account” (the
Unfunded Exposure Account, together with the Collection Account, the Custodial Account, the MV Cure Account, the Expense Reserve
Account and any successor accounts established in connection with the resignation or removal of the Securities Intermediary, the
 “Accounts”),
and the account numbers for the Accounts are set forth on the Transaction Schedule. The Securities Intermediary agrees to maintain
each of the Accounts as a securities intermediary in the name of the Company subject to the lien of the Collateral Agent under
this Agreement and (y) agrees not to change the name or account number of any Account without the prior consent of the Collateral
Agent. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business
maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company.


 


(b)          Collateral
Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that (1) each Account shall be deemed to
be a “securities account”
(within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the “UCC”)),
(2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except
as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise
each financial asset credited to each Account. The parties hereto agree that the Securities Intermediary shall act only on entitlement
orders or other instructions with respect to the Accounts originated by the Collateral Agent and no other person (and without further
consent by any other person); and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and
the sole right of withdrawal over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the
provisions of this Agreement. Furthermore, the parties hereto agree that the Portfolio Manager may, in its sole discretion, but
shall not be obligated to, direct the Securities Intermediary and the Collateral Agent to withdraw from the Expense Reserve Account
and pay to the Portfolio Manager an amount equal to any and all reasonable costs and expenses incurred on behalf of the Company
in connection with its management, administration and collection activities with respect to the Collateral and in compliance with
the terms of this Agreement; provided that such amount shall not exceed U.S.$100,000 during any Calculation Period.


 




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(c)          Subordination
of Lien, Etc. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security
interest in any Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security
interest shall be subordinate to the security interest of the Collateral Agent. The property credited to any Account will not be
subject to deduction, set-off, banker’s
lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set-off
(1) all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and
operation of the Accounts, and (2) the face amount of any checks which have been credited to any Account but are subsequently returned
unpaid because of uncollected or insufficient funds).


 


(d)          Property
Registered, Indorsed, etc. to Securities Intermediary. All securities or other property represented by a promissory note or
an instrument underlying any financial assets credited to any Account shall be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary in blank or credited to another securities account maintained in the name of the Securities
Intermediary, and in no case will any financial asset credited to any Account be registered in the name of the Company, payable
to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed
to the Securities Intermediary or in blank.


 


(e)          Jurisdiction;
Governing Law of Accounts. The establishment and maintenance of each Account and all interests, duties and obligations related
thereto shall be governed by the law of the State of New York and the “securities
intermediary’s jurisdiction”
(within the meaning of Section 8-110 of the UCC) shall be the State of New York. The parties further agree that the law applicable
to all of the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held
with an Intermediary shall be the law of the State of New York. Terms used in this Section 8.01 without definition have
the meanings given to them in the UCC.


 


(f)          No
Duties. The parties hereto acknowledge and agree that the Securities Intermediary shall not have any additional duties under
this Agreement other than those expressly set forth in this Section 8.01, and the Securities Intermediary shall satisfy
those duties expressly set forth in this Section 8.01 so long as it acts without gross negligence, fraud, reckless disregard
or willful misconduct. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any
fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or
exercise any discretionary powers. The Securities Intermediary shall be subject to all of the rights, protections and immunities
given to the Collateral Agent hereunder, including indemnities.


 


(g)          Investment
of Funds on Deposit in the Expense Reserve Account and Unfunded Exposure Account. All amounts on deposit in the Expense Reserve
Account and Unfunded Exposure Account shall be invested (and reinvested) at the written direction of the Company (or the Portfolio
Manager on its behalf) delivered to the Collateral Agent in Eligible Investments; provided that, following the occurrence
of an Event of Default or a Market Value Event, all amounts on deposit in the Expense Reserve Account and the Unfunded Exposure
Account shall be invested, reinvested and otherwise disposed of at the written direction of the Administrative Agent delivered
to the Collateral Agent.


 




    	 	- 56 -	 



     


    

 


(h)         Unfunded
Exposure Account.


 



(i)          Amounts
may be deposited into the Unfunded Exposure Account from time to time in accordance with Section 4.05. Amounts shall also
be deposited into the Unfunded Exposure Account as set forth in Section 2.03(f).


 


(ii)         While
an Event of Default is not occurring and a Market Value Event has not occurred and subject to satisfaction of the Borrowing Base
Test and Section 2.03(g) (each after giving effect to such release), the Portfolio Manager may direct, by means of an instruction
in writing to the Securities Intermediary (with a copy to the Collateral Administrator), the release of funds on deposit in the
Unfunded Exposure Account (i) for the purpose of funding the Company’s
unfunded commitments with respect to Delayed Funding Term Loans and Revolving Loans, for deposit into the Collection Account and
(ii) so long as no Unfunded Exposure Shortfall exists or would exist after giving effect to the withdrawal. Upon the occurrence
and during the continuance of an Event of Default or the occurrence of a Market Value Event, at the written direction of the Administrative
Agent (with a copy to the Collateral Administrator), the Securities Intermediary shall transfer all amounts in the Unfunded Exposure
Account to the Collection Account to prepay the outstanding Advances. Upon the direction of the Company by means of an instruction
in writing to the Securities Intermediary (with a copy to the Collateral Administrator, the Collateral Agent and the Administrative
Agent), any amounts on deposit in the Unfunded Exposure Account in excess of outstanding funding obligations of the Company shall
be released to the Collection Account to prepay the outstanding Advances; provided that no
such prepayment would cause the aggregate outstanding principal amount of the Advances to be below the Minimum Funding Amount.


 


Section
8.02.         Collateral Security; Pledge; Delivery.


 


(a)          Grant
of Security Interest. As collateral security for the prompt payment in full when due of all the Company’s
obligations to the Agents and the Lenders (collectively, the “Secured
Parties”) under this Agreement
(collectively, the “Secured
Obligations”), the Company
hereby pledges to the Collateral Agent and grants a continuing security interest in favor of the Collateral Agent in all of the
Company’s right, title and interest
in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles,
general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment
property, and any and all other property of any type or nature owned by it (all of the property described in this clause (a) being
collectively referred to herein as “Collateral”),
including: (1) each Portfolio Investment, (2) all of the Company’s
interests in the Accounts and all investments, obligations and other property from time to time credited thereto, (3) the Natixis
Sale Agreement and all rights related thereto, (4) the Parent Sale Agreement and all rights related thereto, (5) the Company’s
equity interest in the Permitted Subsidiary, all rights relating thereto, and any other interest of the Company in the Permitted
Subsidiary, (6) all other property of the Company and (7) all proceeds thereof, all accessions to and substitutions and replacements
for, any of the foregoing, and all rents, profits and products of any thereof.


 


(b)          Delivery
and Other Perfection. In furtherance of the collateral arrangements contemplated herein, the Company and Permitted Subsidiary
shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities,
monies or other property pledged by the Company and Permitted Subsidiary hereunder are received by the Company or Permitted Subsidiary,
forthwith take such action as is necessary to ensure the Collateral Agent’s
continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the
Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent, the Financing
Providers and the Collateral Agent, at the expense of the Company, legal opinions from Dechert LLP or other counsel reasonably
acceptable to the Administrative Agent and the Financing Providers, as to the perfection and priority of the Collateral Agent’s
security interest in any of the Collateral.


 




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“Deliver”
(and its correlative forms) means the taking of the following steps by the Company or the Portfolio Manager:


 


(1)         in
the case of Portfolio Investments and Eligible Investments and amounts on deposit in the MV Cure Account, by (x) causing the Securities
Intermediary to indicate by book entry that a financial asset comprised thereof has been credited to the applicable Account and
(y) causing the Securities Intermediary to agree that it will comply with entitlement orders originated by the Collateral Agent
with respect to each such security entitlement without further consent by the Company;


 


(2)         in
the case of each general intangible, by notifying the obligor thereunder of the security interest of the Collateral Agent;


 


(3)         in
the case of Portfolio Investments consisting of money or instruments (the “New
York Collateral”) that
do not constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause
(1) above, by causing (x) the Collateral Agent to obtain possession of such New York Collateral in the State of New York, or (y)
a person other than the Company and a securities intermediary (A)(I) to obtain possession of such New York Collateral in the State
of New York, and (II) to then authenticate a record acknowledging that it holds possession of such New York Collateral for the
benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of such New York
Collateral for the benefit of the Collateral Agent and (II) to then acquire possession of such New York Collateral in the State
of New York;


 


(4)         in
the case of any account which constitutes a “deposit
account” under Article 9 of
the UCC, by causing the Securities Intermediary to continuously identify in its books and records the security interest of the
Collateral Agent in such account and, except as may be expressly provided herein to the contrary, establishing dominion and control
over such account in favor of the Collateral Agent; and


 


(5)         in
all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary
of State.


 


(c)          Remedies,
Etc. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but
only if and to the extent directed in writing by the Required Financing Providers, with a copy to the Company) do any of the following:


 


(1)         Exercise
in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may,
without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale,
at any of the Collateral Agent’s
or its designee’s offices or elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent
(acting at the direction of the Required Financing Providers) may deem commercially reasonable. The Company agrees that, to the
extent notice of sale shall be required by law, at least ten (10) days’
prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of
notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned.


 




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(2)         Transfer
all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof.


 


(3)         Enforce
collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise
or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with
respect thereto.


 


(4)         Endorse
any checks, drafts, or other writings in the Company’s
name to allow collection of the Collateral.


 


(5)         Take
control of any proceeds of the Collateral.


 


(6)         Execute
(in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance
or transfer with respect to all or any of the Collateral.


 


(7)         Perform
such other acts as may be reasonably required to do to protect the Collateral Agent’s
rights and interest hereunder.


 


(8)         Without
limitation to the foregoing, exercise any available rights and remedies under the Equity Pledge Agreement and the Asset Pledge
Agreement. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which the Collateral
Agent (in any capacity) has under the Asset Pledge Agreement or under the laws of any jurisdiction other than the United States.


 


(d)          Compliance
with Restrictions. The Company and the Portfolio Manager agree that in any sale of any of the Collateral whenever an Event
of Default shall have occurred and be continuing, the Collateral Agent or its designee are hereby authorized to comply with any
limitation or restriction in connection with such sale as it may be advised by counsel in writing is necessary in order to avoid
any violation of applicable lawApplicable Law
(including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution
or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental
regulatory authority or official, and the Company and the Portfolio Manager further agree that such compliance shall not, in and
of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall
the Collateral Agent be liable or accountable to the Company or the Portfolio Manager for any discount allowed by the reason of
the fact that such Collateral is sold in good faith compliance with any such limitation or restriction.


 


(e)          Private
Sale. The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private
sale pursuant to clause (c) above conducted in a commercially reasonable manner. The Company and the Portfolio Manager hereby waive
any claims against each Agent and Financing Provider arising by reason of the fact that the price at which the Collateral may have
been sold at such a private sale was less than the price which might have been obtained at a public sale.


 




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(f)          Collateral
Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as the Company’s
attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the
Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company, from time
to time in the Collateral Agent’s
discretion (exercised at the written direction of the Administrative Agent or the Required Financing Providers, as the case may
be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument
which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of
this Agreement. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause
is irrevocable during the term of this Agreement and is coupled with an interest.


 


(g)          Further
Assurances. The Company covenants and agrees that, from time to time upon the request of the Collateral Agent (as directed
by the Administrative Agent), the Company will execute and deliver such further documents, and do such other acts and things as
the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect the purposes of
this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder or to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; provided that
no such document may alter the rights and protections afforded to the Company or the Portfolio Manager herein.


 


(h)          Termination.
Upon the payment in full of all Secured Obligations and termination of the Financing Commitments, the security interest granted
herein shall automatically (and without further action by any party) terminate and all rights to the Collateral shall revert to
the Company. Upon any such termination, the Collateral Agent will, at the Company’s
sole expense, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties
or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the
Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably
request to evidence such termination.


 


Article
IX





THE AGENTS


 


Section
9.01.         Appointment
of Administrative Agent and Collateral Agent. Each of the Financing Providers hereby irrevocably
appoints each of the Administrative Agent and the Collateral Agent (each, an “Agent”"
and collectively, the “Agents”)
as its agent and authorize such Agents to take such actions on its behalf and to exercise such powers as are delegated to such
Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained herein
to the contrary notwithstanding, each Agent and each Financing Provider hereby agree that no Financing Provider shall have any
right individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and
remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the Secured
Parties at the direction of the Administrative Agent.


 


Each financial institution serving as an
Agent hereunder shall have the same rights and powers in its capacity as a Financing Provider (if applicable) as any other Financing
Provider and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.


 




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No Agent or the Collateral Administrator
shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing,
(a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,
(b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except that the foregoing
shall not limit any duty expressly set forth in this Agreement to include such rights and powers expressly contemplated hereby
that such Agent is required to exercise as directed in writing by (i) in the case of the Collateral Agent (A) in respect of the
exercise of remedies under Section 8.02(c), the Required Financing Providers, or (B) in all other cases, the Administrative
Agent or (ii) in the case of any Agent, the Required Financing Providers (or such other number or percentage of the Financing Providers
as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall
have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is
communicated to or obtained by the financial institution serving in the capacity of such Agent or any of its Affiliates in any
capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful
misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator
and the Collateral Agent only) or the Required Financing Providers (or such other number or percentage of the Financing Providers
that shall be permitted herein to direct such action or forbearance). None of the Collateral Agent, the Collateral Administrator
or the Securities Intermediary shall be deemed to have knowledge of any Default, Event of Default, Market Value Event or failure
of the Borrowing Base Test unless and until a Responsible Officer has received written notice thereof from the Company, a Financing
Provider or the Administrative Agent. None of the Collateral Agent, the Collateral Administrator, the Securities Intermediary or
the Administrative Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement,
any other agreement, instrument or document or the Collateral, or (v) the satisfaction of any condition set forth herein, other
than to confirm receipt of items expressly required to be delivered to such Agent. None of the Collateral Agent, the Collateral
Administrator, the Securities Intermediary or the Administrative Agent shall be required to risk or expend its own funds in connection
with the performance of its obligations hereunder if it reasonably believes it will not receive reimbursement therefor hereunder.


 


Each Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction,
opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall
not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.


 


In the event the Collateral Agent or the
Collateral Administrator shall receive conflicting instruction from the Administrative Agent and the Required Financing Providers,
the instruction of the Required Financing Providers shall govern. Neither the Collateral Administrator nor the Collateral Agent
shall have any duties or obligations under or in respect of any other agreement (including any agreement that may be referenced
herein) to which it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed
to impose a duty to act.


 




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It is expressly acknowledged and agreed
that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty to
monitor or determine, compliance with the Eligibility Criteria (Schedule 3) or the Concentration Limitations (Schedule 4) in any
instance, to determine if the conditions of “Deliver”
have been satisfied or otherwise to monitor or determine compliance by any other person with the requirements of this Agreement.


 


Each Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. No agent shall be responsible
for any misconduct or negligence on the part of any sub-agent or attorney appointed by such Agent with due care. Each Agent and
any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and
the respective directors, officers, employees, agents and advisors of such person and its Affiliates (the “Related
Parties”) for such Agent.
The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.


 


Subject to the appointment and acceptance
of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent, the Securities Intermediary
and the Administrative Agent may resign at any time upon 30 days’
notice to each other agent, the Financing Providers, the Portfolio Manager and the Company. Upon any such resignation, the Required
Financing Providers shall have the right (with, so long as no Event of Default has occurred and is continuing or Market Value Event
has occurred, the consent of the Company and the Portfolio Manager) to appoint a successor. If no successor shall have been so
appointed by the Required Financing Providers and shall have accepted such appointment within thirty (30) days after the retiring
Collateral Administrator, Collateral Agent, Securities Intermediary or Administrative Agent, as applicable, gives notice of its
resignation, then the Administrative Agent may, on behalf of the Financing Providers, appoint a successor which shall be a financial
institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor shall have
been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the retiring
agent gives notice of its resignation, such agent may petition a court of competent jurisdiction for the appointment of a successor.
Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral
Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring agent, and the retiring agent shall be discharged from its duties and obligations hereunder.
After the retiring agent’s resignation
hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of
such retiring agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Collateral Administrator, Securities Intermediary, Administrative Agent or Collateral Agent,
as the case may be.


 


Subject to the appointment and acceptance
of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral Agent and the Securities Intermediary
may be removed at any time with 30 days’
notice by the Company (with the written consent of the Administrative Agent), with notice to the Collateral Administrator, the
Collateral Agent, the Securities Intermediary, the Financing Providers and the Portfolio Manager. Upon any such removal, the Company
shall have the right (with the consent of the Administrative Agent) to appoint a successor to the Collateral Agent, the Collateral
Administrator and/or the Securities Intermediary, as applicable. If no successor to any such person shall have been so appointed
by the Company and shall have accepted such appointment within thirty (30) days after such notice of removal, then the Administrative
Agent may appoint a successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any
such financial institution. Upon the acceptance of its appointment as Collateral Administrator, Securities Intermediary or Collateral
Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the removed agent, and the removed agent shall be discharged from its duties and obligations hereunder.
After the removed agent’s removal
hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of
such removed agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Collateral Administrator, Securities Intermediary or Collateral Agent, as the case may be.


 




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Upon the request of the Company or the
Administrative Agent or the successor agent, such retiring or removed agent shall, upon payment of its charges then unpaid, execute
and deliver an instrument transferring to such successor agent all the rights, powers and trusts of the retiring or removed agent,
and shall duly assign, transfer and deliver to such successor agent all property and money held by such retiring or removed agent
hereunder. Upon request of any such successor agent, the Company and the Administrative Agent shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor agent all such rights, powers and trusts.


 


Each Financing Provider acknowledges that
it has, independently and without reliance upon any Agent or any other Financing Provider and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Financing Provider also
acknowledges that it will, independently and without reliance upon any Agent or any other Financing Provider and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.


 


Anything in this Agreement notwithstanding,
in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, punitive, indirect
or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator
or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.


 


Each Agent and the Collateral Administrator
shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator,
unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator
was grossly negligent in ascertaining the pertinent facts.


 


Each Agent and the Collateral Administrator
shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection
with this Agreement.


 


Each Agent and the Collateral Administrator
shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion,
report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder.


 


No Agent shall be responsible for delays
or failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes,
lockouts, riots and acts of war. In connection with any payment, the Collateral Agent and the Collateral Administrator are entitled
to rely conclusively on any instructions provided to them by the Administrative Agent.


 


The rights, protections and immunities
given to the Agents in this Section 9.01 shall likewise be available and applicable to the Securities Intermediary and the
Collateral Administrator.


 




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Section
9.02.         Additional Provisions Relating to the Collateral Agent, Securities
Intermediary and the Collateral Administrator.


 


(a)          Collateral
Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative
Agent or the Required Financing Providers) for the maintenance, preservation or protection of any of the Collateral or of its security
interest therein, provided that the Collateral Agent shall have no obligation to take any such action in the absence of
such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary
to applicable lawApplicable Law or (2)
might subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Financing
Providers, as the case may be, issuing such instruction makes provision satisfactory to the Collateral Agent for payment of same.


 


With respect to actions which are incidental
to the actions specifically delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any
such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting
or refraining from acting) upon the written direction of the Administrative Agent; provided that the Collateral Agent shall
not be required to take any action hereunder at the request of the Administrative Agent, the Required Financing Providers or otherwise
if the taking of such action, in the determination of the Collateral Agent, (1) is contrary to applicable
lawApplicable Law or (2) is reasonably likely to subject the Collateral
Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Financing Providers, as the case
may be, issuing such instruction make provision satisfactory to the Collateral Agent for payment of same. In the event the Collateral
Agent requests the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or
negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, the Administrative Agent
shall be deemed to have declined to consent to the relevant action. Any action to be taken or not taken and any discretion to be
exercised by the Collateral Agent under the Asset Pledge Agreement and the Equity Pledge Agreement will be done solely at the direction
of the Administrative Agent.


 


If, in performing its duties under this
Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral Agent may request written
instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such
instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to,
take or refrain from taking any such courses of action and shall have no liability in connection therewith except as otherwise
provided in this Agreement. The Collateral Agent shall act in accordance with instructions received after such five (5) Business
Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such
instructions.


 


(b)          Reasonable
Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral
in its possession, provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests at times other
than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent to comply with
any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Collateral Agent will not
be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office
at any time or times or otherwise perfecting or maintaining the perfection of any liens thereon.


 




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(c)          Collateral
Agent Not Liable. Except to the extent arising from the gross negligence, willful misconduct, criminal conduct, fraud or reckless
disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this
Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable
to the Collateral Agent’s failure
to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral
agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to
its stated maturity.


 


(d)          Certain
Rights and Obligations of the Collateral Agent. Without further consent or authorization from any Financing Providers, the
Collateral Agent may execute any documents or instruments necessary to release any lien encumbering any item of Collateral that
is the subject of a sale or other disposition of assets permitted by this Agreement or as otherwise permitted or required hereunder
or to which the Required Financing Providers have otherwise consented. Anything contained herein to the contrary notwithstanding,
in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, any Agent
or Financing Provider may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent
for and representative of the Financing Providers (but not any Financing Provider in its individual capacity unless the Required
Financing Providers shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any collateral payable by the purchaser at such sale.


 


(e)          Collateral
Agent, Securities Intermediary and Collateral Administrator Fees and Expenses. The Company agrees to pay to the Collateral
Agent, the Securities Intermediary and the Collateral Administrator such fees as the Administrative Agent, the Collateral Agent,
the Securities Intermediary, the Collateral Administrator and the Portfolio Manager, may agree in writing. The Company further
agrees to pay to the Collateral Agent, the Securities Intermediary and the Collateral Administrator, or reimburse the Collateral
Agent, the Securities Intermediary and the Collateral Administrator for paying, reasonable and documented out-of-pocket expenses,
including attorney’s fees, in connection
with this Agreement and the transactions contemplated hereby.


 


(f)          Execution
by the Collateral Agent, the Securities Intermediary and the Collateral Administrator. The Collateral Agent, the Securities
Intermediary and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent, Securities
Intermediary and Collateral Administrator hereunder and in no event shall have any obligation to make any Advance, provide any
Financing or perform any obligation of the Administrative Agent hereunder. Each of the Lenders, the Administrative Agent and the
Borrower hereby directs the Collateral Agent to execute and deliver the Asset Pledge Agreement and the Equity Pledge Agreement
and directs the Securities Intermediary to execute and deliver the Asset Pledge Agreement.


 


(g)          Reports
by the Collateral Administrator. The Company hereby appoints Virtus Group LP as Collateral Administrator and directs the Collateral
Administrator to prepare the reports in a form agreed among the Collateral Administrator, Administrative Agent and the Company.
Without limitation to the foregoing, upon the written request (including via email) of the Administrative
Agent, which may be in the form of a standing request, the Collateral Administrator shall provide to the Administrative Agent a
copy of the most recent notice memo, distribution report or similar notice or report received by it in respect of any Portfolio
Investment(s) identified by the Administrative Agent as soon as reasonably practicable after such request is made by the Administrative
Agent (or, if such request is a standing request, as soon as reasonably practicable after such notice or report is received).


 




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(h)          Information
Provided to Collateral Agent and Collateral Administrator. Without limiting the generality of any terms of this Section, neither
the Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability or unwillingness on the part
of the Portfolio Manager, the Administrative Agent, the Company or the Required Financing Parties to provide accurate and complete
information on a timely basis to the Collateral Agent or the Collateral Administrator, as applicable, or otherwise on the part
of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance
or observance on the Collateral Agent’s
or Collateral Administrator’s,
as applicable, part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely
information received by it, or other failure on the part of any such other party to comply with the terms hereof.


 


Article
X


MISCELLANEOUS


 


Section
10.01.         Non-Petition;
Limited Recourse; Limited Recourse. Each of the Collateral Agent, the Securities Intermediary,
the Collateral Administrator and the Portfolio Manager hereby agrees not to commence, or join in the commencement of, any proceedings
in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior
to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full
of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter
into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific
performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up,
liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation
or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided
that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit
the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described
in this Section that was instituted by the Company or against the Company by any Person other than a party hereto.


 


Notwithstanding any other provision of this Agreement, no
recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall
be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the
Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment
or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this
Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager
hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder,
officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates
(solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the
Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at
equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee
or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.


 


Section
10.02.         Notices.
All notices and other communications in respect hereof (including, without limitation, any modifications hereof, or requests,
waivers or consents hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other
electronic messaging system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified
on the Transaction Schedule (or, as to any such party, at such other address as shall be designated by such party in a notice
to each other party hereto). All such notices and other communications shall be deemed to have been duly given when (a) transmitted
by facsimile, (b) personally delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications
transmitted by electronic mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.


 




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Section
10.03.         No Waiver.
No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any
right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


Section
10.04.         Expenses; Indemnity; Damage Waiver; Right of Setoff.


 


(a)          The
Company shall pay (1) all fees and reasonable and documented out of pocket expenses incurred by the Agents, the Collateral Administrator,
the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each
Agent and the Collateral Administrator, and such other local counsel as required for the Agents and the Collateral Administrator,
collectively, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable
and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator and the Lenders, including the fees,
charges and disbursements of outside counsel for each Agent, the Collateral Administrator and such other local counsel as required
for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement,
including their rights under this Section, or in connection with the Financings provided by them hereunder, including all such
reasonable and documented out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such
Financings.


 


(b)          The
Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and each Related Party
of any of the foregoing persons (each such person being called an “Indemnitee”),
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of outside counsel for each Indemnitee and such other local counsel as required for any Indemnitees,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery
of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective
obligations (including, without limitation, any breach of any representation or warranty made by the Company or the Portfolio Manager
hereunder (for the avoidance of doubt, after giving effect to any limitation included in any such representation or warranty relating
to materiality or causing a Material Adverse Effect)) or the exercise of the parties thereto of their respective rights or the
consummation of the transactions contemplated hereby, (2) any Financing or the use of the proceeds therefrom, or (3) any actual
or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto or is pursuing or defending any such action; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence, fraud, reckless disregard or willful misconduct of such Indemnitee or (ii) with respect to the Lenders,
relate to the performance of the Portfolio Investments. This Section 10.04(b) shall not apply with respect to Taxes other
than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 




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(c)          To
the extent permitted by Applicable Law, neither the Company nor any Indemnitee shall assert, and each hereby waives, any claim
against the Company or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement,
instrument or transaction contemplated hereby, any Financing or the use of the proceeds thereof.


 


(d)          If
an Event of Default shall have occurred and be continuing, each Financing Provider and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Financing Provider
or Affiliate to or for the credit or the account of the Company against any of and all the obligations of the Company now or hereafter
existing under this Agreement held by such Financing Provider, irrespective of whether or not such Financing Provider shall have
made any demand under this Agreement and although such obligations may be unmatured. The rights of each Financing Provider under
this clause (d) are in addition to other rights and remedies (including other rights of setoff) which such Financing Provider may
have.


 


Section
10.05.         Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation,
a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Company, the Agents, the Collateral
Administrator, the Required Financing Providers and the Portfolio Manager; provided, however, that any amendment
to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to effectuate
the purposes of Section 1.04 hereof following the occurrence and during the continuance of an Event of Default or following
the occurrence of a Market Value Event and which would not result in an increase or decrease in the rights, duties or liabilities
of the Portfolio Manager shall not be required to be executed by the Portfolio Manager; provided, further, that
the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 3 or Schedule 4
in its sole discretion; provided further , that none of the Collateral Agent, the Collateral Administrator or the Securities Intermediary
shall be required to execute any amendment that affects its rights, duties, protections or immunities.


 


Section
10.06.         Successors; Assignments.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Portfolio Manager, the Administrative Agent and each Financing Provider (and any attempted
assignment or transfer by the Company without such consent shall be null and void) and the Portfolio Manager may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent. Except
as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any person any
legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Subject
to the conditions set forth below, any Lender may assign to one or more banks or other financial institutions (or Affiliates thereof)
or, after the occurrence and during the continuance of an Event of Default or after the occurrence of a Market Value Event, any
other person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Financing
Commitment and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of
any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) with a Financing Commitment immediately prior
to giving effect to such assignment.


 




    	 	- 68 -	 



     


    

  


Assignments shall be subject to the following
additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations
under this Agreement; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and
assumption agreement in form and substance acceptable to the Administrative Agent; and (C) unless a Market Value Event has occurred
or an Event of Default has occurred and is continuing, no Lender may assign this Agreement or any of its rights and obligations
under this Agreement to a Person that is primarily engaged in alternative asset management, including, without limitation, any
private equity fund, distressed asset fund or hedge fund, in each case, without the prior written consent of the Company.


 


Subject to acceptance and recording thereof
below, from and after the effective date specified in each assignment and assumption the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment and assumption,
be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering all of the assigning
Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto as a Lender but shall continue to be entitled to the benefits
of Sections 5.03 and 10.04).


 


The Administrative Agent, acting for this
purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the Financing Commitment of, and principal
amount of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat each person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Company, any Lender and the Portfolio Manager, at
any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment and assumption
executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record
the information contained therein in the Register.


 


(c)          Any
Lender may, without the consent of the Company or the Administrative Agent, sell participations to one or more banks or other entities
(a “Lender Participant”)
in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances owing to it);
provided that (1) such Lender’s
obligations under this Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (3) the Company, the Agents and the other Financing Providers shall continue to deal
solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Lender Participant, agree to any Material Amendment that affects such Lender Participant. As used
herein, “Material Amendment”
means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment of any Lender, (ii)
reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii)
postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable
hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing
Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments required hereby, or (v) changes
any of the provisions of this Section or the definition of “Required
Financing Providers” or any
other provision hereof specifying the number or percentage of Financing Providers required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder. No Lender Participant shall be a Person that is primarily engaged
in alternative asset management, including, without limitation, any private equity fund, distressed asset fund or hedge fund, in
each case, without the prior written consent of the Company.


 




    	 	- 69 -	 



     


    

  


(d)          Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which
it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each Lender Participant’s
interest in the Advances or other obligations under this Agreement (the “Participant
Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any Lender Participant or any information relating to a Lender Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01(e) and 3.03
(subject to the requirements and limitations therein, including the requirements under Section 3.03(f) (it being understood
that the documentation required under Section 3.03(f) shall be delivered to the Lender that sells the participation)) to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (d) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as
if it were an assignee under paragraph (b) of this Section 10.06; and (B) shall not be entitled to receive any greater payment
under Sections 3.01(e) and 3.03, with respect to any participation, than the Lender that sells the participation
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in
Law that occurs after the Lender or the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Company’s request
and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions set forth
in Section 3.01(f) with respect to any Participant.


 


Section
10.07.         Governing Law; Submission to Jurisdiction; Etc.


 


(a)          Governing
Law. This Agreement will be governed by and construed in accordance with the law of the State of New York.


 


(b)          Submission
to Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (collectively, “Proceedings”),
each party hereto irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any
time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought
in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings in any other jurisdiction,
nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 




    	 	- 70 -	 



     


    

  


(c)          Waiver
of Jury Trial. EACH OF THE PARTIES HERETO AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE FINANCING PROVIDERS HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
10.08.         Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time
the interest rate applicable to any Advance, together with all fees, charges and other amounts which are treated as interest on
such Advance under applicable lawApplicable Law
(collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted
for, charged, taken, received or reserved by the Financing Provider holding such Advance in accordance with applicable
lawApplicable Law, the rate of interest payable in respect of such Advance
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Advance but were not payable as a result of the operation
of this Section 10.08 shall be cumulated and the interest and Charges payable to such Financing Provider in respect of
other Advances or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Financing Provider.


 


Section
10.09.         PATRIOT Act.
Each Financing Provider and Agent that is subject to the requirements of the PATRIOT Act hereby notifies the Company that pursuant
to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information that will allow such Financing Provider or Agent
to identify the Company in accordance with the PATRIOT Act.


 


Section
10.10.         Counterparts.
This Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which
shall be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute
one and the same instrument.


 


Section
10.11.         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section
10.12.         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Lender that is an EEA Financial Institution arising under this Agreement may be subject to the Write-Down and
Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 




    	 	- 71 -	 



     


    

  


(1)         a
reduction in full or in part or cancellation of any such liability;


 


(2)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement;
or


 


(3)         the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


As used herein:


 


“Bail-In
Action” means the exercise
of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial
Institution.


 


“Bail-In
Legislation” means, with
respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 


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


 


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


 


“EEA
Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


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


 


“Write-Down
and Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule.


 


[remainder of page intentionally blank]


 



    	 	- 72 -	 



     


    

 


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


 


	 	WHITEHORSE FINANCE CREDIT I, LLC, as Company
	 	 
	 	By:  WhiteHorse Finance, Inc., its Designated Manager
	 	 	 
	 	By	             
	 	Name:
	 	Title:
	 	 	 
	 	WHITEHORSE FINANCE, INC., as Portfolio Manager
	 	 	 
	 	By	 
	 	Name:  Edward J. Giordano
	 	Title:  Chief Financial Officer


 




     


     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 	 
	 	By	             
	 	Name:
	 	Title:


 




     


     


    

 


	 	CITIBANK, N.A., as Collateral Agent
	 	 	 
	 	By	               
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CITIBANK, N.A., as Securities Intermediary
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VIRTUS GROUP LP, as Collateral Administrator
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


SCHEDULE 1


 


Transaction Schedule


 


	1.	Types of Financing	Available	Financing Limit
	 	 	 	 	 
	 	Advances	yes	 	Prior to an AccordionCommitment Increase Date:  U.S.$200,000,000; After an AccordionCommitment Increase Date, if any, U.S.$235,000,000
	 	 	 	 	 
	2.	Financing Providers	 	Financing Commitment
	 	 	 	 
	 	Lender:	JPMorgan Chase Bank, National Association	 	Prior to an AccordionCommitment Increase Date:  U.S.$200,000,000; After an AccordionCommitment Increase Date, if any, U.S.$235,000,000, in each case, as reduced from time to time pursuant to Section 4.07


 


	3.	Scheduled Termination Date:	December 29, 2021
	 	 	 
	4.	Interest Rates	 
	 	 	 
	 	Applicable Margin for Advances:	
        With respect to interest based on the LIBO Rate, 2.75% per
        annum.

        With respect to interest based on the Base Rate, 2.75% per
        annum.

	 	 	 
	5.	Account Numbers	 
	 	 	 
	 	Custodial Account:	11548100
	 	Collection Account:	11548200
	 	Expense Reserve Account:	11548300
	 	MV Cure Account:	11548400
	 	Unfunded Exposure Account:	11548500
	 	 	 
	6.	Market Value Trigger:	16565%
	 	Market Value Cure Trigger:	57%


 


	7.	Purchases of Restricted Securities
	 	 
	 	Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security.  As used herein, “Restricted Security” means any security that forms part of a new issue of publicly or privately issued securities (a) with respect to which an Affiliate of any Financing Provider that is a “broker” or a “dealer”, within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Financing Provider.  


 




     


     


    

 


Addresses for Notices


 


	The Company:	 	
        WhiteHorse Finance Credit I, LLC

        1450 Brickell Avenue, 31st Floor

        Miami, FL 33131 
	 	
        Attn: Operations

        Email: operations@higcapital.com

	 	 	 	 	 
	The Portfolio Manager:	 	
        WhiteHorse Finance, Inc.

        1450 Brickell Avenue, 31st Floor

        Miami, FL 33131 
	 	
        Attn: Edward J. Giordano

        Email: egiordano@higcapital.com

        operations@higcapital.com

	 	 	 	 	 
	The Administrative Agent:	 	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd.,

        3rd Floor

        Newark, Delaware 19713 
	 	
        Attention: DE_Custom_Business,

        attention: Nick Rapak

        Telephone: (302) 634-4961

	 	 	 	 	 
	 	 	
        with a copy to

         
	 	 
	 	 	
        JPMorgan Chase Bank, National Association

        383 Madison Ave.

        New York, New York 10179
	 	
        Attention: Louis Cerrotta

        Telephone: 212-622-7092

        Email: louis.cerrotta@jpmorgan.com

        de_custom_business@jpmorgan.com

        NA_Private_Financing_Diligence@jpmorgan.com 

	 	 	 	 	 
	The Collateral Agent:	 	
        Citibank, N.A.

        388 Greenwich Street

        New York, NY 10013
	 	
        Attention: Agency & Trust

        Whitehorse Finance Credit I, LLC

        Telephone: (713) 693-6677

        Email: jacqueline.suarez@citi.com 

	 	 	 	 	 
	 	 	 	 	 
	The Securities Intermediary:	 	
        Citibank, N.A.

        388 Greenwich Street

        New York, NY 10013
	 	
        Attention: Agency & Trust

        Whitehorse Finance Credit I, LLC

        Telephone: (713) 693-6677

        Email: jacqueline.suarez@citi.com 

	 	 	 	 	 
	The Collateral Administrator:	 	
        Whitehorse Finance Credit I LLC c/o Virtus Group, LP

        1301 Fannin St., Suite 1700

        Houston, TX
	 	
        Attention: Paul Plank

        Telephone: (713) 993-4300

        Facsimile: (877) 595-1376

        Email: WhitehorseFinCredILLC@virtusllc.com 



 




    	 	- 2 -	 



     


    

 


	JPMCB:	 	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd., 3rd Floor

        Newark, Delaware 19713

         
	 	
        Attention: Robert Nichols

        Facsimile: (302) 634-1092

	 	 	
        with a copy to:

         
	 	 
	 	 	
        JPMorgan Chase Bank, National Association

        270 Park Avenue

        New York, New York 10017 
	 	
        Attention: Eugene O’Neill

        Telephone: 212-834-9295

	 	 	 	 	 
	Each other Financing Provider:	 	The address (or facsimile number or electronic mail address) provided by it to the Administrative Agent.	 	 


  




    	 	- 3 -	 



     


    

 


SCHEDULE 2


 


Contents of Notices of Acquisition


 


Each Notice of Acquisition shall include the following information
for the related Portfolio Investment(s):


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Nick Rapak


Email: de_custom_business@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Michael Grogan


Email: NA_Private_Financing_Diligence@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Robert Nichols


 


cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group LP, as Collateral Administrator


 




     


     


    

  


Ladies and Gentlemen:


 


Reference is hereby made to the Loan
Agreement, dated as of December 23, 2015 (as amended and restated as of June 27, 2016, as amended October 14, 2016, as amended
and restated as of June 29, 2017, as further amended and restated as of May 15, 2018 and as further amended from time to time,
the “Agreement”),
among WhiteHorse Finance Credit I, LLC, as borrower (the “Company”),
JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative
Agent”), WhiteHorse Finance,
Inc., as portfolio manager (the “Portfolio
Manager”), the financing
providers party thereto and the collateral agent and securities intermediary party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings given such terms in the Agreement.


 


Pursuant to the Agreement, the Portfolio
Manager hereby [requests approval for the Company to acquire][notifies the Administrative Agent of the Company’s
intention to acquire] via [Purchase][Substitution] the following Portfolio Investment(s):1


 


	Obligor	Jurisdiction	Identifier

    (LoanX)	Requested

    Notional

    Amount	Asset Class	Current Pay

    (Y/N)	Syndication

    Type	Lien	Tranche

    Size	Price	Spread/Coupon	Base

    Rate	LIBOR

    Floor	Maturity	GICS3

    Industry	LTM EBITDA (in

    millions)	LTM Capital

    Expenditures (in

    millions)	Leverage Through

    Tranche (Net)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	Fund	 
	Issuer / Obligor	 
	Jurisdiction	 
	Identifier (LoanX; CUSIP)	 
	Requested Notional Amount	 
	Asset Class	 
	Current Pay (Y/N)	 
	Syndication Type	 
	Lien	 
	Tranche Size	 
	Price	 
	Spread / Coupon	 
	Base Rate	 
	LIBOR Floor	 
	Maturity	 
	Moody's Industry	 
	LTM EBITDA (In Millions)	 
	LTM Capital Expenditures (in Millions)	 
	Leverage Through Tranche (Net)	 
	Interest Coverage	 
	Financial Covenants	 
	Security Identifier	 
	Security Description	 
	Quantity	 


 


1Company
to complete as applicable.


 







    	 	- 2 -	 



     


    

 


To the extent available, we have included
herewith (1) the material underlying instruments (including the collateral and security documents) relating to each such Portfolio
Investment, (2) audited financial statement for the previous most recently ended three years of the obligor of each such Portfolio
Investment, (3) quarterly statements for the previous most recently ended eight fiscal quarters of the obligor of each such Portfolio
Investment, (4) any appraisal or valuation reports conducted by third parties in connection with the proposed investment by the
Company, (5) applicable “proof
of existence” details (if
requested by the Administrative Agent) and (6) the ratio of indebtedness to EBITDA as calculated by the Portfolio Manager. The
Portfolio Manager acknowledges that it will provide such other information from time to time reasonably requested by the Administrative
Agent.


 


	 	Very truly yours,	 
	 	 	 
	 	WHITEHORSE FINANCE, INC., as Portfolio Manager	 
	 	 	 	 
	 	By	           	 
	 	Name:	 	 
	 	Title:	 	 


 






    	 	- 3 -	 



     


    

 


SCHEDULE 3


 


Eligibility Criteria


 


		1.	Each Portfolio Investment is a Loan or a debt security
and is not a Synthetic Security, a Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest (other than
Initial Portfolio Investments), a Mezzanine Obligation (or, for the avoidance of doubt, any other unsecured obligation of an obligor)
or a Letter of Credit.



 


		2.	Such Portfolio Investment does not require the making
of any future advance or payment by the Company to the issuer thereof or any related counterparty except in connection with a
Delayed Funding Term Loan or a Revolving Loan.



 


		3.	Such Portfolio Investment is eligible to be entered into
by, sold or assigned to the Company and pledged to the Collateral Agent.



 


		4.	Such Portfolio Investment is denominated and payable in
U.S. dollars.



 


		5.	Such Portfolio Investment is issued by a company organized
in an Eligible Jurisdiction and, if such company is not organized in the United States, such company has submitted to jurisdiction
in the United States in the related underlying instrument and the related underlying instrument is governed by the laws of a State
of the United States.



 


		6.	[Reserved].



 


		7.	Such Portfolio Investment is not subject to an event of
default (as defined in the underlying instruments for such Portfolio Investment) in accordance with its terms (including the terms
of its underlying instruments after giving effect to any grace and/or cure period set forth in the related loan agreement, but
not to exceed five (5) days) and no Indebtedness of the obligor thereon ranking pari passu with such Portfolio Investment
is in default with respect to the payment of principal or interest for which the lenders for such pari passu Indebtedness
have elected to accelerate such Indebtedness, which such default would trigger a default under the related loan agreement (after
giving effect to any grace and/or cure period set forth in the related loan agreement, but not to exceed five (5) days) (a “Defaulted
Obligation”).



 


		8.	On the Trade Date, the timely repayment of such Portfolio
Investment is not subject to non-credit-related risk as determined by the Portfolio Manager in its good faith and reasonable judgment.



 


		9.	Such Portfolio Investment is not an equity security and
does not provide, on the date of acquisition, for conversion or exchange at any time over its life into an equity security.



 


		10.	Such Portfolio Investment will not cause the Company or
the pool of Collateral to be required to register as an investment company under the Investment Company Act of 1940, as amended.



 




     


     


    

 


		11.	In the case of a Portfolio Investment that is a Loan,
(i) the Administrative Agent is an "Eligible Assignee" (as such term, or comparable term, is defined in the documents
evidencing such Portfolio Investment) and such Portfolio Investment is otherwise permitted to be entered into by, sold or assigned
to the Administrative Agent and (ii) the Company shall have delivered to the Administrative Agent an assignment agreement duly
executed by the administrative agent (if such administrative agent is an Affiliate of the Company or the Portfolio Manager) in
respect of such Portfolio Investment, naming the Administrative Agent as assignee, within (x) with respect to any Portfolio Investment
owned by the Company on the Amendment Date, 15 Business Days of the Amendment Date or (y) with respect to any other Portfolio
Investment, 15 Business Days of the acquisition thereof.



 


The following capitalized terms used in this Schedule
3 shall have the meanings set forth below:


 


“Eligible
Jurisdictions” means Canada
and the United States.


 


“Letter
of Credit” means a facility
whereby (i) a fronting bank (“LOC
Agent Bank”) issues or will
issue a letter of credit (“LC”)
for or on behalf of a borrower pursuant to an underlying instrument, (ii) if the LC is drawn upon, and the borrower does not reimburse
the LOC Agent Bank, the lender/participant is obligated to fund its portion of the facility and (iii) the LOC Agent Bank passes
on (in whole or in part) the fees and any other amounts it receives for providing the LC to the lender/participant.


 


“Structured
Finance Obligation” means
any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of, a pool
of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities.


 


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


 


“Zero-Coupon
Security” means any debt
security that by its terms (a) does not bear interest for all or part of the remaining period that it is outstanding or (b) pays
interest only at its stated maturity.


 






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SCHEDULE 4


 


Concentration Limitations


 


The “Concentration
Limitations” shall be
satisfied on any date of determination if, in the aggregate, the Portfolio Investments owned (or in relation to a proposed purchase
of a Portfolio Investment, proposed to be owned) by the Company comply with all the requirements set forth below:


 


		1.	Not more than 5% of the Collateral Principal Amount may
constitute the funded principal amount and Unfunded Exposure Amount, collateralized or uncollateralized, of Portfolio Investments
issued by a single obligor and its Affiliates; provided that, the funded principal amount and Unfunded Exposure Amount,
collateralized or uncollateralized, of Portfolio Investments issued by three obligors and their Affiliates may constitute up to
7% of the Collateral Principal Amount. Notwithstanding the foregoing, no obligor shall deemed an Affiliate of any person solely
because they are under the control of the same private equity sponsor or similar sponsor or because such obligor is owned by a
common holding company with an obligor of another obligation so long as the collateral securing such loans is not common.



 


		2.	Not less than 5572%
of the Collateral Principal Amount may consist of cash, Eligible Investments representing Principal Proceeds and the funded principal
amount of Senior Secured Loans.



 


		3.	Not more than 15% of the Collateral Principal Amount may
consist of the funded principal amount of Portfolio Investments whose obligors are organized in Canada.



 


		4.	Not more than 20% of the Collateral Principal Amount may
consist of the funded principal amount of obligations of obligors with an EBITDA of less than U.S.$10,000,000 for cash flow loans,
or with receivable assets of less than U.S.$85,000,000 for asset based loans.



 


		5.	Not more than 18% of the Collateral Principal Amount may
consist of the funded principal amount of Portfolio Investments that are issued by obligors that belong to the same Moody’s
Industry Classification; provided that the funded principal amount of Portfolio Investments that are issued by obligors
that belong to any two Moody’s
Industry Classifications (with one of the two exceptions being granted exclusively to the Services: Business classification) may
constitute up to 25% of the Collateral Principal Amount. As used herein, “Moody’'s
Industry Classifications”
means the industry classifications set forth in Schedule 6 hereto, as such industry classifications shall be updated at the option
of the Portfolio Manager (with the consent of the Administrative Agent) if Moody’s
publishes revised industry classifications.



 


		6.	The Unfunded Exposure Amount, collateralized or uncollateralized,
shall not exceed 10% of the Collateral Principal Amount.



 






     


     


    

 


SCHEDULE 5


 


Initial Portfolio Investments


 






     


     


    

 


SCHEDULE 6


 


	Moody’s Industry Classifications
	Industry
    

    Code	Description
	1	Aerospace & Defense
	2	Automotive
	3	Banking, Finance, Insurance & Real Estate
	4	Beverage, Food & Tobacco
	5	Capital Equipment
	6	Chemicals, Plastics & Rubber
	7	Construction & Building
	8	Consumer goods:  Durable
	9	Consumer goods:  Non-durable
	10	Containers, Packaging & Glass
	11	Energy:  Electricity
	12	Energy:  Oil & Gas
	13	Environmental Industries
	14	Forest Products & Paper
	15	Healthcare & Pharmaceuticals
	16	High Tech Industries
	17	Hotel, Gaming & Leisure
	18	Media:  Advertising, Printing & Publishing
	19	Media:  Broadcasting & Subscription
	20	Media:  Diversified & Production
	21	Metals & Mining
	22	Retail
	23	Services:  Business
	24	Services:  Consumer
	25	Sovereign & Public Finance
	26	Telecommunications
	27	Transportation:  Cargo
	28	Transportation:  Consumer
	29	Utilities:  Electric
	30	Utilities:  Oil & Gas
	31	Utilities:  Water
	32	Wholesale


 






     


     


    

 


EXHIBIT A


 


Form of Request for Advance


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Nick Rapak


Email: de_custom_business@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


Email: louis.cerrotta@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Robert Nichols


 


cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group LP, as Collateral Administrator


 


Ladies and Gentlemen:


 


Reference is hereby made to the Loan Agreement,
dated as of December 23, 2015 (as amended and restated as of June 27, 2016, as amended October 14, 2016, as amended and restated
as of June 29, 2017, as further amended and restated as of May 15, 2018 and as further amended from time to time, the “Agreement”),
among WhiteHorse Finance Credit I, LLC, as borrower (the “Company”),
JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative
Agent”), WhiteHorse Finance,
Inc., as portfolio manager (the “Portfolio
Manager”), the financing
providers party thereto, and the collateral agent and securities intermediary party thereto. Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings given such terms in the Agreement.


 


Pursuant to the Agreement, you are hereby
notified of the following:


 


(1)         The
Company hereby requests an Advance under Section 2.03 of the Agreement to be funded on [____________].


 




     


     


    

  


(2)         The
aggregate amount of the Advance requested hereby is U.S.$[_________].1


 


(3)         The
proposed purchases (if any) relating to this request are as follows:


 


	Security	 	Par	 	Price	 	Purchased Interest (if any)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


We hereby certify that all conditions to
the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement have been satisfied or waived as
of the related Trade Date (and shall be satisfied or waived as of the related Settlement Date).


 


	 	Very truly yours,
	 	 
	 	WhiteHorse Finance Credit I, LLC
	 	 
	 	By:  WhiteHorse Finance, Inc., as Portfolio Manager
	 	 	 
	 	By	              
	 	Name:	 
	 	Title:	 


 





 









1
Note: The requested Financing shall be in an amount such that, after giving effect thereto and the related purchase of the applicable
Portfolio Investment(s), the Borrowing Base Test is satisfied.







 








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