Exhibit 10.1





BUSINESS LOAN AGREEMENT





	
        Principal

        $15,000,000.00
	
        Loan Date

        11-05-2015
	
        Maturity

        11-06-2017
	Loan No	Call / Coll	
        Account

        Port #618529
	
        Officer

        825
	Initials
	4061100374	 
	
        References in the boxes
        above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

        Any item above containing
        "***" has been omitted due to text length limitations.



 





	Borrower:	OFS Capital Corporation, a Delaware corporation

        10 South Wacker Drive, Suite 2500

        Chicago, IL 60606
	Lender:	Pacific Western Bank

        Los Angeles Real Estate and Construction

        1880 Century Park East, Suite #800

        Los Angeles, CA 90067

        








 





THIS BUSINESS LOAN AGREEMENT
dated November 5, 2015, is made and executed between OFS Capital Corporation, a Delaware corporation ("Borrower") and
Pacific Western Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from
Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be
described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing,
or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement;
(B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion;
and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


TERM. This Agreement
shall be effective as of November 5, 2015, and shall continue in full force and effect until such time as all of Borrower's
Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees
and charges, or until such time as the parties may agree in writing to terminate this Agreement.


ADVANCE AUTHORITY. The
following person or persons are authorized to request advances and authorize payments under the line of credit until


Lender receives from Borrower,
at Lender's address shown above, written notice of revocation of such authority: Bilal Rashid, Jeff Cerny, and Eric Rubenfeld.


CONDITIONS PRECEDENT TO
EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject
to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


Advance Rate. The
aggregate principal amount of all Advances outstanding at any time shall not exceed 50.00% of all then outstanding non-SBIC investment
loans made by Borrower or Guarantor to entities that are acceptable to Lender, which Borrower or Guarantor loans are deemed to
be eligible by Lender in its sole discretion (“Eligible Loans”). In addition to the other conditions set forth below,
Lender’s obligation to make any Advance shall be subject to receipt by Lender of a consolidated borrowing base certificate
from Borrower, in form and substance acceptable to Lender (“Borrowing Base Certificate”), listing all detail requested
by Lender with respect to each Borrower and Guarantor loan then outstanding and calculating the availability based on the advance
rate set forth above and the eligibility criteria of Lender (the “Borrowing Base”).


Non-Eligible Loan. Without
limiting Lender’s discretion, Eligible Loans shall specifically exclude each of the following loans made by Borrower or
Guarantor from time to time:


		(a)	All loans placed on non-accrual;



		(b)	All loans that are 61-90 days or more past-due;



		(c)	All loans to an entity if any loan to such entity is
61-90 days or more past-due; and



		(d)	All foreign loans.



Loan Documents. Borrower
shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security
interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence
of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and
substance satisfactory to Lender and Lender's counsel.


Borrower's Authorization.
Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing
the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such
other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


Payment of Fees and Expenses.
Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this
Agreement or any Related Document.


Representations and Warranties.
The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and correct.


No Event of Default.
There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement
or under any Related Document.


REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds,
as of the date of any renewal, extension or modification of any Loan, and at such other times expressly noted below:


Eligible Loans. All
Eligible Loans are made by and owned entirely either by Borrower or by Guarantor, free and clear of all liens except (A) for liens
permitted or provided for under this Agreement or (B) liens in favor of Borrower or Guarantor, as applicable.


Organization. Borrower
is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and
by virtue of the laws of the State of Delaware. Borrower is, and at all times shall be, duly qualified as a foreign corporation
in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower
has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently
proposes to engage. Borrower maintains an office at 10 South Wacker Drive, Suite 2500, Chicago, IL 60606.


 






    	 	 	 



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Unless Borrower has designated
otherwise in writing, the offices at which Borrower keeps its books and records including its records concerning the Collateral
(other than books and records, including records concerning the Collateral, in the possession of Borrower’s custodian or
third-party recordkeepers) are as follows: (1) 10 South Wacker Drive, Suite 2500, Chicago, IL 60606; (2) 4700 Wilshire Boulevard,
Los Angeles, CA 90010; and (3) 540 Madison Avenue, New York, NY 10022. Borrower will notify Lender prior to any change in the location
of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to
keep in full force and effect its existence, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees
of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities, except
where the failure to comply could not reasonably be expected to be, have, or result in a material adverse effect on Borrower’s
business or financial condition.


Assumed Business Names.
Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower.
Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business:
None.


Authorization. Borrower's
execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary
action by Borrower and do not result in a violation of or constitute a default under (1) any prov ision of (a) Borrower's articles
of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental
regulation, court decree, or order applicable to Borrower or to Borrower's properties, the effect of which, in each case, could
reasonably be expected to be, have, or result in a material adverse effect on Borrower’s business or financial condition.


Financial Information.
Each of Borrower's financial statements supplied to Lender present fairly in all material respects the financial condition,
assets and liabilities and results of operations of Borrower at the dates and for the relevant periods indicated in accordance
with GAAP consistently applied, and there has been no material adverse change in Borrower's financial condition subsequent to t
he date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.


Legal Effect. This
Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute
legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject
to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability
of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable
remedies.


Properties. Except
as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for liens permitted or provided for under this Agreement, Borrower owns and has good title to all
of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements
relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed
a financing statement under any other name since November 7, 2012.


Hazardous Substances.
Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: Borrower has no knowledge
of, or reason to believe that there has been (a) any material breach or violation of any Environmental Laws by Borrower; (b) any
actual or threatened litigation or claims of any kind by any person (i) relating to non-compliance by or liability of Borrower
under any Environmental Laws or (ii) that alleges than Borrower has liability or potential liability with respect to any Hazardous
Substance or any Environmental Laws.


Litigation and Claims.
No material litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial
condition or properties, other than litigation, claims, or other events, if any, that have been disclosed in Borrower’s public
filings.


Taxes. To the best
of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and
all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by
Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.


Lien Priority. Unless
otherwise previously disclosed to Lender in writing, and other than with respect to liens permitted or provided for under this
Agreement or the Related Documents, Borrower has not entered into or granted any security agreements, or permitted the filing or
attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's
Loan and Note, that, as of the date of this Agreement, are in existence and are superior to Lender's Security Interests and rights
in and to such Collateral.


Binding Effect. This
Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well
as upon their successors and assigns, and are legally enforceable in accordance with their respective terms, subject to the effect
of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’
rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies.


AFFIRMATIVE COVENANTS. Borrower covenants and
agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


Notices of Claims and
Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2)
all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


Financial Records. Maintain
its books and records in accordance with GAAP, applied on a consistent basis (except for the omission of footnotes and year-end
adjustments in interim financial statements), and permit Lender to examine and audit Borrower's books and records at all reasonable
times.


Financial Statements.
Furnish Lender with the following:


(i) Financial Statements:


Annual
Financial Statements. Borrower shall provide to Lender, as soon as available, but in no event later than ninety (90) days after
the end of each fiscal year, a consolidated and consolidating balance sheet and income statement for the period ended in form satisfactory
to Lender, audited by a CPA acceptable to Lender or an independent public accountant of recognized national standing; provided
that the requirements set forth in this paragraph may be fulfilled by providing to Lender the report of the Borrower to the Securities
and Exchange Commission (“SEC”) on Form 10-K for the applicable fiscal year.


 






    	 	 	 



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Interim
Financial Statements. Borrower shall provide to Lender, as soon as available, but in no event later than forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated and consolidating balance
sheet and income statement for the period ended in form satisfactory to Lender; provided that the requirements set forth in this
paragraph may be fulfilled by providing to Lender the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly
period.


(ii) Financial Ratios/Covenants:


Minimum
Tangible Net Asset Value. Borrower shall maintain a minimum Net Asset Value in the amount of $100,000,000.00. The term “Net
Asset Value" is defined as the total assets less goodwill/other intangible less the total liabilities on a consolidated basis.
This required value must be maintained at all times and may be evaluated quarterly.


Statutory
Asset Coverage Test. Statutory Asset Coverage Test shall not be less than 200%. The term "Statutory Asset Coverage Test"
is defined as the ratio which the value of total assets, less all liabilities and indebtedness not represented by “Senior
Securities” (as such term is defined and determined pursuant to the Investment Company Act of 1940, as amended, and any orders
of the SEC issued to the Borrower thereunder), bears to the aggregate amount of Senior Securities representing indebtedness. For
purposes of this Statutory Asset Coverage Test, any indebtedness of any SBIC shall be excluded from the definition of “Senior
Securities.” This required test must be maintained at all times and may be evaluated quarterly.


Minimum
Quarterly Net Investment Income. Borrower shall maintain a minimum Quarterly Net Investment Income after the management/incentive
fees in the amount of $2,000,000.00. The term "Net Investment Income" is defined as the total investment income less
the total expense, as presented in Borrower’s financial statements . This required minimum income must be maintained at all
times and may be evaluated quarterly.


(iii) Reports/Schedules/Statements/Certifications:


Borrowing
Base Certificate. Borrower shall provide to Lender a Borrowing Base Certificate in the form satisfactory to Lender with each
advance request and, at such time as any advance is outstanding, on or before the tenth (10th) day after the end of
each calendar month. The aforementioned Borrowing Base Certificate shall set forth a calculation of the Borrowing Base as of the
effective date of such Borrowing Base Certificate reasonably acceptable to Lender, and unless Lender notifies Borrower within ten
(10) Business Days of Lender's receipt of a Borrowing Base Certificate that Lender does not accept the calculation of the Borrowing
Base set forth in such B orrowing Base Certificate, the Borrowing Base set forth shall be deemed to be the applicable Borrowing
Base for Advances of Loans until delivery to Lender of the next succeeding Borrowing Base Certificate.


Additional Information.
Furnish such additional information and statements, as Lender may request from time to time.


Insurance. Maintain,
with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar business, operating in the same or similar locations. Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender. Each insurance
policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is
offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as
Lender may require.


Insurance Reports. Furnish
to Lender, upon request of Lender, evidence of each existing insurance policy showing such information as Lender may reasonably
request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the
amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance
has been obtained; and (6) the expiration date of the policy. To the extent there is a change in the information provided
by Borrower with respect to items (1), (2), (3), (4), or (6) of the preceding sentence, Borrower shall notify Lender and provide
such changed information.


Guaranties. Prior
to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named
below, on Lender's forms, and in the amount and under the conditions set forth in those guaranties.


	Name of Guarantor	Amount
	OFS Capital WM, LLC, a Delaware limited liability company	Unlimited


Other Agreements. Comply
with all terms and conditions of all other material agreements, whether now or hereafter existing, between Borrower and any other
party and notify Lender immediately in writing of any default in connection with any other such agreements, except, in each case,
where the failure to comply or such default could not reasonably be expected to be, have, or result in a material adverse effect
on Borrower’s business or financial condition.


Loan Proceeds. Use
all Loan Proceeds solely for Borrower's or Guarantor’s general corporate purposes and business operations, including, but
not limited to, acquiring and funding investments, for working capital purposes, and the paying of dividends.


Taxes, Charges and Liens.
Pay and discharge when due all of its material indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment,
tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings,
and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge,
levy, lien, or claim in accordance with GAAP.


Performance. Perform
and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender promptly in writing of any
default in connection with any such agreement.


Operations. Maintain
executive and management personnel with substantially the same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and management personnel; engage principally in the same
or similar lines of business substantially as heretofore conducted.


 



    	 	 	 



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Compliance with Governmental
Requirements. Comply with all material laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities
applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, except
where the failure to comply could not reasonably be expected to be, have, or result in a material adverse effect on Borrower’s
business or financial condition.


Inspection. Upon
reasonable notice from Lender, permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for
the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies
and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including
without limitation computer generated records and computer software programs for the generation of such records) in the possession
of a third party, Borrower, upon reasonable notice and request of Lender, shall request that the third party permit Lender free
access to such records, to the extent permitted by the third party, at all reasonable times and to provide Lender with copies of
any records it may request, all at Borrower's expense.


Environmental Compliance
and Reports. Borrower shall comply in all material respects with any and all Environmental Laws, except where the failure to
comply could not reasonably be expected to be, have, or result in a material adverse effect on Borrower’s business or financial
condition;; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice,
summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any
intentional or unintentional action or omission on Borrower's part in connection with any environmental activity in violation of
any Environmental Laws or with regard to any Hazardous Substances, whether or not there is damage to the environment and/or other
natural resources.


Additional Assurances.
Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing
statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.


RECOVERY OF ADDITIONAL
COSTS. If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of
any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law)
shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lender),
reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for extending
or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement
or the Related Documents, or (C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect
to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate
Lender therefor (“Additional Amounts”), within ten (10) days after Lender's written demand for such payment, which
demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.


LENDER'S EXPENDITURES.
If Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower's behalf m ay (but shall not be obligated to) pay any such amounts and take any action that Lender deems appropriate
to discharge or pay all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral
and pay all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on
demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become
due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as
a balloon payment which will be due and payable at the Note's maturity.


NEGATIVE COVENANTS.
Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:


Indebtedness and Liens.
(1) create, incur, assume, or guarantee indebtedness for borrowed money, including capital leases, other than (A) for trade
debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, (B) unsecured indebtedness
with a maturity date that is after the maturity date of the Indebtedness under this Agreement, (C) indebtedness incurred hereunder
and pursuant to this Agreement and the Related Documents, (D) obligations payable to clearing agencies, brokers or dealers in connection
with the purchase or sale of securities in the ordinary course of business, (E) any indebtedness that is expressly subordinated
to the indebtedness incurred hereunder and pursuant to this Agreement, (F) any guarantee by the Borrower of indebtedness of an
SBIC subsidiary of the Borrower on the SBA’s then applicable form, (G) repurchase obligations arising in the ordinary course
of business with respect to U.S. government obligations; and (H) any guarantee in the ordinary course of business;


(2) mortgage,
pledge, grant a security interest in, or encumber any of Borrower's assets, except that the Borrower may do and incur the following:
(A) Permitted Liens; (B) liens on equity interests in any SBIC subsidiary of the Borrower created in favor of the SBA; (C)
liens securing repurchase obligations arising in the ordinary course of business with respect to U.S. government obligations; (D)
liens of clearing agencies, broker-dealers and similar liens incurred in the ordinary course of business; (E) liens securing the
performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility
contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar
nature incurred in the ordinary course of business; (F) liens arising out of judgments or awards that have been in force for less
than the applicable period for taking an appeal so long as such judgments or awards do not either constitute an Event of Default
or exceed $1,000,000 individually or in the aggregate; and (G) any right of set-off granted in favor of any financial institution
in respect of deposit accounts opened and maintained in the ordinary course of business or pursuant to the requirements of this
Agreement; or


(3) sell,
transfer, lease, assign, or otherwise dispose of its assets, or acquire assets, other than in the ordinary course of its business
or otherwise in accordance with the investment objectives and policies of Borrower as set forth in the Registration Statement on
Form N-2 as filed with the SEC in December 2014 and as such investment objectives and policies may be amended, changed, supplemented
or modified from time to time.


Continuity of Operations.
(1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease
operations, liquidate, merge, consolidate with any other entity, or dissolve, except that (A) Borrower may engage in such actions
in the ordinary course of its business and (B) Borrower may merge or consolidate with any other person so long as Borrower is the
continuing or surviving entity in such transaction; or (3) pay any dividends on Borrower's stock (other than dividends payable
in its stock), provided, however that notwithstanding the foregoing, Borrower may declare, pay, or make any distribution or dividend
necessary to maintain its eligibility to qualify as a “regulated investment company” (as defined in the Internal Revenue
Code of 1986, as amended (the “Code”)) and to avoid the imposition of U.S. federal income taxes and excise taxes on
undistributed earnings under Section 4982 of the Code or any successor provisions thereto.


Loans and Acquisitions.
(1) Loan, invest in or advance money or assets to any other person, enterprise or entity, except for loans, investments, and
advances made in accordance with the investment objectives and policies of Borrower as set forth in the Registration Statement
on Form N-2 as filed with the SEC in December 2014 and as such investment objectives and policies may be amended, changed, supplemented
or modified from time to time, and (2) purchase, create or acquire any equity interest in any other enterprise or entity, other
than (A) in an existing subsidiary of Borrower as of the date of this Agreement or (B) in a financing subsidiary or tax blocker.



 






    	 	 	 



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Agreements. Enter
into any material agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations
under this Agreement or in connection herewith, except where such violation or breach could not reasonably be expected to be, have,
or result in a material adverse effect on Borrower’s business or financial condition.


CESSATION OF ADVANCES.
If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default
under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with
Lender; (B) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify
or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure,
even though no Event of Default shall have occurred.


RIGHT OF SETOFF. To
the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower
may open in the future. However, this does not include any trust accounts for which setoff would be prohibited by law. Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any
and all such accounts.


DEFAULT. Each of the following
shall constitute an Event of Default under this Agreement:


Payment Default.
Borrower fails to make any payment when due under the Loan.


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the
Related Documents to which it is a party or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


Default in Favor of Third
Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that could reasonably be expected to be, have, or result in a
material adverse effect on Borrower's assets and property as a whole or Grantor's assets and property as a whole (it being understood
that a default by Borrower or any Grantor for an amount equal to or exceeding $1,000,000, individually or in the aggregate, shall
be deemed to have a material adverse effect on Borrower or such Grantor, respectively) or Borrower's or Grantor's ability to repay
the Loans or perform their respective obligations under this Agreement or any of the Related Documents.


False Statements.
Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement
or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.


Insolvency. The dissolution
or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.


Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason (other than as a result of termination
in accordance with such agreement’s or document’s terms).


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings by any creditor of Borrower or by any governmental agency
against a substantial part of the Collateral securing the Loan and, in any such case, such proceeding shall continue undismissed
and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered.
However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness
of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor
or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor revokes or disputes
the validity of, or liability under, any Guaranty of the Indebtedness.


Change in Advisor.
OFS Capital Management, LLC, ceases to serve as Borrower’s investment advisor without the prior written consent of Lender.


Adverse Change. A
material adverse change occurs in Borrower's or any Grantor’s financial condition.


Right to Cure. If
any one of the above Events of default, other than under the heading “Payment Default,” is curable and if Borrower
or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may
be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may
be, demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen
(15) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


EFFECT OF AN EVENT OF
DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, Lender
may by notice to Borrower, and at any time during the continuance of such event, take either or both of the following actions:
(1) terminate all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement between
Borrower and Lender (including any obligation to make further Loan Advances or disbursements), and (ii) declare all Indebtedness
to be due and payable, except that in the case of an Event of Default of the type described in the "Insolvency" subsection
above, such acceleration shall be automatic and not require presentment, demand, or notice. In addition, Lender shall have all
the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its
rights and remedies.


INTEGRATION. The
parties agree that (a) this Agreement, together with all of the Related Documents, represents the final agreement between the parties,
and therefore incorporates all negotiations of the parties hereto (b) there are no unwritten oral agreements between the parties,
and (c) this Agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreements or understandings
of the parties.


MISCELLANEOUS PROVISIONS.
The following miscellaneous provisions are a part of this Agreement:


Amendments. This
Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


Attorneys' Fees; Expenses.
Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal
expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees
and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.
Borrower also shall pay all court costs and such additional fees as may be directed by the court.


 



    	 	 	 



    	Loan No. 4061100374	BUSINESS LOAN
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	Page 6



    




Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this
Agreement.


Consent to Loan Participation.
Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in
the Loan to one or more purchasers, whether related or unrelated to Lender. Borrower additionally waives any and all notices of
sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees
that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan
and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests.
Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser
of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation
under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that
the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that
Borrower may have against Lender.


Confidentiality. Lender
agrees to maintain the confidentiality of the information received in connection with this Agreement relating to Borrower or Guarantor
or any of their respective businesses (other than any such information that is available to the Lender on a nonconfidential basis
prior to disclosure by the Borrower or Guarantor), except that information may be disclosed (a) to its affiliates and to its and
its affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) in connection with the exercise of any remedies hereunder or any action or proceeding relating to
this Agreement or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially
the same as those of this paragraph, to any assignee of or participant in, or any prospective assignee of or participant in, any
of its rights or obligations under this Agreement, and (f) with the consent of the Borrower, (i) to the extent such information
(x) becomes publicly available other than as a result of a breach of this paragraph or (y) becomes available to Lender or any of
its respective affiliates on a nonconfidential basis from a source other than Borrower. In addition, Lender hereby acknowledges
that United States securities laws prohibit any person with material, non-public information about a registered security from buying
or selling such securities or, subject to certain limited exceptions, from communicating such information to any other person.
Lender hereby agrees that the information provided in connection with this Agreement may contain material, non-public information
and further agrees to comply, and to insure compliance by its representatives, with applicable securities laws concerning such
information, so long as any such disclosure comports with all applicable laws.


Governing Law. This Agreement
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California.


Choice of Venue. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, State
of California.


No Waiver by Lender.
Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed
by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights
or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


Notices. Any notice
required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually
received by e-mail or telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed
to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement
by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address.
For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided
or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given
to all Borrowers.


Severability. If
a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


Successors and Assigns.
All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's
successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have
the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.
Notwithstanding anything herein to the contrary, where Lender assigns or otherwise transfers any of its rights or obligations under
this Agreement, (i) Borrower shall only be obligated to pay Additional Amounts to the transferee of Lender to the extent Borrower
would have been obligated to pay such Additional Amounts had such transfer not occurred and (ii) such transferee shall provide
Borrower with any forms, documents, or certifications as may be required for Borrower to satisfy any information reporting or withholding
tax obligations with respect to any payments under this Agreement.


Survival of Representations
and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to
Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender,
all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related
Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made (except
where reference is made to a specific date), and shall remain in full force and effect until such time as Borrower's Indebtedness
shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.






    	 	 	 



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	Page 7



    







WAIVER OF JURY TRIAL. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, LENDER AND BORROWER, AND EACH OF THEM, HEREBY IRREVOCABLY WAIVE ANY RIGHT WHICH THEY MAY HAVE TO A
JURY TRIAL IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT OR THE INDEBTEDNESS. THE
FOREGOING WAIVER OF TRIAL BY JURY IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE LENDER AND BORROWER AND BORROWER ACKNOWLEDGES
THAT NEITHER LENDER, NOR ANY PERSON ACTING ON BEHALF OF LENDER, HAS MADE ANY REPRESENTATION OF FACT TO INDUCE THIS WAIVER OF TRIAL
BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT INDEPENDENT
LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER, AND THAT BORROWER
HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH ITS COUNSEL.







Judicial Reference.
(a) The parties prefer that any dispute between them be resolved in litigation subject to a jury trial waiver as set forth
above, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This Section will
be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver provision similar to that contained
above is valid or enforceable; or (ii) the California Legislature passes legislation and the governor of the State of California
signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable.


(b)
Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute
or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement and/or any of the
other Related Documents will be resolved by a reference proceeding in California in accordance with the provisions of Section 638
et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute
the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Venue
for the reference proceeding will be in the Superior Court or Federal District Court in Los Angeles County, California (the “Court”).


(c)
The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree,
the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of
a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex
parte relief is not granted. The referee shall be appointed to sit with all the powers provided by law. Pending appointment
of the referee, the Court has power to issue temporary or provisional remedies.


(d)
The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested,
subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a status and trial-setting
conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact
within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the
matter has been submitted for decision.


(e)
The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines
or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise
ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions
may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15)
days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee
whose decision shall be final and binding.


(f)
Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted
including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect
to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be
conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted
before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have
the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing
party, the parties will equally share the cost of the referee and the court reporter at trial.


(g)
The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State
of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference
proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies,
enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including
without limitation motions for summary judgment or summary adjudication . The referee shall issue a decision pursuant to CCP Section
644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had
been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully
appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision,
and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding
under this provision.


(h)
If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any
dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration.
The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act Section 1280
through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall
apply to any such arbitration proceeding.


(i) THE PARTIES RECOGNIZE
AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR
MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO
THIS AGREEMENT.


 


DEFINITIONS. The
following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code.
Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with
generally accepted accounting principles as in effect on the date of this Agreement:


 






    	 	 	 



    	Loan No. 4061100374	BUSINESS LOAN
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	Page 8



    

Advance. The word
"Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit
or multiple advance basis under the terms and conditions of this Agreement.


Agreement. The word
"Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time
to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.


Borrower. The word
"Borrower" means OFS Capital Corporation, a Delaware corporation and its successors and assigns.


Collateral. The word
"Collateral" means, collectively, the collateral described and defined in both Security Agreements.


Environmental Laws.
The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California
Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant
thereto.


Event of Default. The
words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.


GAAP. The word "GAAP"
means generally accepted accounting principles.


Grantor. The word
"Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation Borrower and Guarantor granting such a Security Interest.


Guarantor. The word
"Guarantor" means OFS Capital WM, LLC, a Delaware limited liability company and its successors and assigns.


Guaranty. The word
"Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.


Hazardous Substances.
The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical
or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances"
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste
as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation,
petroleum and petroleum by-products or any fraction thereof and asbestos.


Indebtedness. The
word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any
of the Related Documents.


Lender. The word
"Lender" means Pacific Western Bank and its successors and assigns.


Loan. The word "Loan"
means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule
attached to this Agreement from time to time.


Note. The word "Note"
means the Note executed by Borrower in the principal amount of $15,000,000.00 dated November 5, 2015, together with all renewals
of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement.


Permitted Liens. The
words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens
for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, carriers, or custodians, or other liens arising in the ordinary course of business and securing obligations which
are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held
by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to
be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which,
as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security
interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to Borrower's total assets.


Related Documents. The
words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Loan with Pacific Western Bank or its successors
and assigns.


Security Agreements.
The words "Security Agreement" mean, collectively, (i) that certain Commercial Security Agreement, dated as of the
date hereof, between Borrower and Lender, as the same shall be amended from time to time and (ii) that certain Commercial Security
Agreement, dated as of the date hereof, between Guarantor, Borrower, and Lender, as the same shall be amended from time to time.


Security Interest. The
words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether
in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created
by law, contract, or otherwise.


 






    	 	 	 



    	Loan No. 4061100374	BUSINESS LOAN
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	Page 9



    

 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT IS DATED NOVEMBER 5, 2015.


 





	BORROWER:	 
	 	 
	OFS CAPITAL CORPORATION, A DELAWARE CORPORATION	 
	 	 
	By:	   	 
		Bilal Rashid, Chief Executive Officer of OFS Capital Corporation,
a Delaware corporation	 
	 	 	 
	 	 
	LENDER:	 
	 	 
	PACIFIC WESTERN BANK	 
	 	 
	By:	  	 	 
	 	Authorized Signer