Exhibit 10.1


 


Execution
Version


 


	 	 



 


WhiteHorse
Finance, Inc.


 


$10,000,000
5.375% Senior Notes, Series A, due December 4, 2026


$10,000,000
5.625% Senior Notes, Series B, due December 4, 2027


 





 



 


Note
Purchase Agreement


 





 






 


Dated December 4, 2020


 


	 	 



 






     


     


    

 


TABLE OF CONTENTS


 


	SECTION	 	HEADING	 	PAGE
	 	 	 	 	 
	SECTION 1.	 	AUTHORIZATION OF NOTES; INTEREST RATE	 	1
	 	 	 	 	 
	Section 1.1.	 	Authorization of Notes	 	1
	Section 1.2.	 	Changes in Interest Rate	 	1
	 	 	 	 	 
	SECTION 2.	 	SALE AND PURCHASE OF NOTES	 	2
	 	 	 	 	 
	SECTION 3.	 	CLOSING	 	3
	 	 	 	 	 
	SECTION 4.	 	CONDITIONS TO CLOSING	 	3
	 	 	 	 	 
	Section 4.1.	 	Representations and Warranties	 	3
	Section 4.2.	 	Performance; No Default	 	3
	Section 4.3.	 	Compliance Certificates	 	3
	Section 4.4.	 	Opinions of Counsel	 	4
	Section 4.5.	 	Purchase Permitted by Applicable Law, Etc	 	4
	Section 4.6.	 	Sale of Other Notes	 	4
	Section 4.7.	 	Payment of Special Counsel Fees	 	4
	Section 4.8.	 	Private Placement Number	 	4
	Section 4.9.	 	Changes in Corporate Structure	 	4
	Section 4.10.	 	Funding Instructions	 	4
	Section 4.11.	 	Rating	 	5
	Section 4.12.	 	Consent of Holders of Other Indebtedness	 	5
	Section 4.13.	 	Proceedings and Documents	 	5
	 	 	 	 	 
	SECTION 5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	5
	 	 	 	 	 
	Section 5.1.	 	Organization; Power and Authority	 	5
	Section 5.2.	 	Authorization, Etc.	 	5
	Section 5.3.	 	Disclosure	 	6
	Section 5.4.	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	 	6
	Section 5.5.	 	Financial Statements; Material Liabilities	 	7
	Section 5.6.	 	Compliance with Laws, Other Instruments, Etc	 	7
	Section 5.7.	 	Governmental Authorizations, Etc.	 	7
	Section 5.8.	 	Litigation; Observance of Agreements, Statutes and Orders	 	7
	Section 5.9.	 	Taxes	 	8
	Section 5.10.	 	Title to Property; Leases	 	8
	Section 5.11.	 	Licenses, Permits, Etc	 	8
	Section 5.12.	 	Compliance with Employee Benefit Plans	 	9
	Section 5.13.	 	Private Offering by the Company	 	10
	Section 5.14.	 	Use of Proceeds; Margin Regulations	 	10
	Section 5.15.	 	Existing Indebtedness; Future Liens	 	10
	Section 5.16.	 	Foreign Assets Control Regulations, Etc	 	11


 






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	Section 5.17.		Status under Certain Statutes	 	12
	Section 5.18.	 	Environmental Matters	 	12
	Section 5.19.	 	Investment Company Act	 	12
	 	 	 	 	 
	SECTION 6.	 	REPRESENTATIONS OF THE PURCHASERS	 	13
	 	 	 	 	 
	Section 6.1.	 	Purchase for Investment	 	13
	Section 6.2.	 	Source of Funds	 	13
	Section 6.3.	 	Investment Experience; Access to Information	 	15
	Section 6.4.	 	Authorization	 	15
	 	 	 	 	 
	SECTION 7.	 	INFORMATION AS TO COMPANY	 	15
	 	 	 	 	 
	Section 7.1.	 	Financial and Business Information	 	15
	Section 7.2.	 	Officer’s Certificate	 	18
	Section 7.3.	 	Access	 	19
	Section 7.4.	 	Electronic Delivery	 	19
	 	 	 	 	 
	SECTION 8.	 	PAYMENT AND PREPAYMENT OF THE NOTES	 	20
	 	 	 	 	 
	Section 8.1.	 	Maturity	 	20
	Section 8.2.	 	Optional Prepayments with Make-Whole Amount	 	20
	Section 8.3.	 	Allocation of Partial Prepayments	 	20
	Section 8.4.	 	Maturity; Surrender, Etc	 	21
	Section 8.5.	 	Purchase of Notes	 	21
	Section 8.6.	 	Make-Whole Amount	 	21
	Section 8.7.	 	Payments Due on Non-Business Days	 	23
	Section 8.8.	 	Change in Control	 	23
	 	 	 	 	 
	SECTION 9.	 	AFFIRMATIVE COVENANTS	 	24
	 	 	 	 	 
	Section 9.1.	 	Compliance with Laws	 	24
	Section 9.2.	 	Insurance	 	24
	Section 9.3.	 	Maintenance of Properties	 	24
	Section 9.4.	 	Payment of Taxes and Claims	 	25
	Section 9.5.	 	Corporate Existence, Etc	 	25
	Section 9.6.	 	Books and Records	 	25
	Section 9.7.	 	Subsidiary Guarantors	 	25
	Section 9.8.	 	Rating Confirmation	 	27
	Section 9.9.	 	Status of RIC and BDC	 	27
	Section 9.10.	 	Priority of Obligations	 	27
	 	 	 	 	 
	SECTION 10.	 	NEGATIVE COVENANTS	 	27
	 	 	 	 	 
	Section 10.1.	 	Transactions with Affiliates	 	27
	Section 10.2.	 	Merger, Consolidation, Etc	 	28
	Section 10.3.	 	Line of Business	 	29
	Section 10.4.	 	Economic Sanctions, Etc	 	29
	Section 10.5.	 	Liens	 	29


 






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	Section 10.6.	 	Financial Covenants	 	30
	Section 10.7.	 	Most Favored Lender Status	 	30
	 	 	 	 	 
	SECTION 11.	 	EVENTS OF DEFAULT	 	32
	 	 	 	 	 
	SECTION 12.	 	REMEDIES ON DEFAULT, ETC	 	35
	 	 	 	 	 
	Section 12.1.	 	Acceleration	 	35
	Section 12.2.	 	Other Remedies	 	35
	Section 12.3.	 	Rescission	 	35
	Section 12.4.	 	No Waivers or Election of Remedies, Expenses, Etc	 	36
	 	 	 	 	 
	SECTION 13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	36
	 	 	 	 	 
	Section 13.1.	 	Registration of Notes	 	36
	Section 13.2.	 	Transfer and Exchange of Notes	 	36
	Section 13.3.	 	Replacement of Notes	 	37
	 	 	 	 	 
	SECTION 14.	 	PAYMENTS ON NOTES	 	38
	 	 	 	 	 
	Section 14.1.	 	Place of Payment	 	38
	Section 14.2.	 	Payment by Wire Transfer	 	38
	Section 14.3.	 	FATCA Information	 	39
	 	 	 	 	 
	SECTION 15.	 	EXPENSES, ETC	 	39
	 	 	 	 	 
	Section 15.1.	 	Transaction Expenses	 	39
	Section 15.2.	 	Certain Taxes	 	40
	Section 15.3.	 	Survival	 	40
	 	 	 	 	 
	SECTION 16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	40
	 	 	 	 	 
	SECTION 17.	 	AMENDMENT AND WAIVER	 	40
	Section 17.1.	 	Requirements	 	40
	Section 17.2.	 	Solicitation of Holders of Notes	 	41
	Section 17.3.	 	Binding Effect, Etc.	 	42
	Section 17.4.	 	Notes Held by Company, Etc	 	42
	 	 	 	 	 
	SECTION 18.	 	NOTICES	 	42
	 	 	 	 	 
	SECTION 19.	 	REPRODUCTION OF DOCUMENTS	 	43
	 	 	 	 	 
	SECTION 20.	 	CONFIDENTIAL INFORMATION	 	43
	 	 	 	 	 
	SECTION 21.	 	SUBSTITUTION OF PURCHASER	 	44
	 	 	 	 	 
	SECTION 22.	 	MISCELLANEOUS	 	44


 












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	Section 22.1.	 	Successors and Assigns	 	44
	Section 22.2.	 	Accounting Terms	 	45
	Section 22.3.	 	Severability	 	45
	Section 22.4.	 	Construction, Etc	 	45
	Section 22.5.	 	Counterparts; Electronic Contracting	 	46
	Section 22.6.	 	Governing Law	 	46
	Section 22.7.	 	Jurisdiction and Process; Waiver of Jury Trial	 	46
	 	 	 	 	 
	Signature	 	 	 	1


 






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	SCHEDULE A	—	Defined Terms
	 	 	 
	SCHEDULE 1-A	—	Form of 5.375% Senior Note, Series A, due December 4, 2026
	 	 	 
	SCHEDULE 1-B	—	Form of 5.625% Senior Note, Series B, due December 4, 2027
	 	 	 
	SCHEDULE 4.4(a)	—	Form of Opinion of Special Counsel for the Company
	 	 	 
	SCHEDULE 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
	 	 	 
	SCHEDULE 5.3	—	Disclosure Materials
	 	 	 
	SCHEDULE 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock
	 	 	 
	SCHEDULE 5.5	—	Financial Statements
	 	 	 
	SCHEDULE 5.15	—	Existing Indebtedness
	 	 	 
	SCHEDULE 10.1	—	Transactions with Affiliates
	 	 	 
	PURCHASER SCHEDULE	—	Information Relating to Purchasers


 






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	WhiteHorse Finance, Inc. 	Note
Purchase Agreement


 


WhiteHorse
Finance, Inc.

1450 Brickell Avenue, 31st Floor

Miami, Florida 33131


 


5.375%
Senior Notes, Series A, due December 4, 2026


5.625% Senior Notes, Series B, due
December 4, 2027


 


December 4, 2020


 


To
Each of the Purchasers Listed in 


the
Purchaser Schedule Hereto:


 


Ladies and Gentlemen:


 


WhiteHorse Finance, Inc.,
a Delaware corporation (the “Company”), agrees with each of the Purchasers as follows:


 


Section 1.Authorization
of Notes; Interest Rate.


 


Section 1.1.     Authorization
of Notes. The Company will authorize the issue and sale of (a) $10,000,000 aggregate
principal amount of its 5.375% Senior Notes, Series A, due December 4, 2026 (the “Series A Notes”)
and (b) $10,000,000 aggregate principal amount of its 5.625% Senior Note, Series B, due December 4, 2027 (the “Series B
Notes”; together with the Series A Notes, the “Notes”). The Notes shall be substantially in the
form set out in Schedule 1-A and Schedule 1-B, respectively. Certain capitalized and other terms used in this Agreement are
defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall
govern.


 


Section 1.2.     Changes
in Interest Rate. (a) If at any time a Below Investment Grade Event occurs, then:


 


(i)           as
of the date of the occurrence of the Below Investment Grade Event to and until the date on which such Below Investment Grade Event
is no longer continuing (as evidenced by the receipt and delivery to the holders of the Notes of any Rating necessary to cure such
Below Investment Grade Event), the Notes shall bear interest at the Adjusted Interest Rate; and


 


(ii)          the
Company shall promptly, and in any event within twenty (20) Business Days after a Below Investment Grade Event has occurred, notify
the holders of the Notes in writing, sent in the manner provided in Section 18, that a Below Investment Grade Event has occurred,
which written notice shall be accompanied by evidence satisfactory to the Required Holders to such effect and confirming the effective
date of the Below Investment Grade Event and that the Adjusted Interest Rate will be payable in respect of the Notes in consequence
thereof.


 






    


     


    

 


(b)            Each
holder of a Note shall, at the Company’s expense, use reasonable efforts to cooperate with any reasonable request made by
the Company in connection with any rating appeal or application.


 


(c)            The
fees and expenses of any NRSRO and all other costs incurred in connection with obtaining, affirming or appealing a Rating pursuant
to this Section 1.2 shall be borne by the Company.


 


(d)            As
used herein, “Adjusted Interest Rate” with respect to (i) the Series A Notes shall be 6.375%
per annum and (ii) the Series B Notes shall be 6.625% per annum.


 


(e)            As
used herein, a “Below Investment Grade Event” shall occur if


 


(i)           at
any time the Company has obtained a Rating of the Notes from only one NRSRO, the then most recent Rating from such NRSRO that
is in full force and effect (not having been withdrawn) is less than Investment Grade; or


 


(ii)          at
any time the Company has obtained a Rating of the Notes from two NRSROs, the then lower of the most recent Ratings from the NRSROs
that are in full force and effect (not having been withdrawn) is less than Investment Grade; or


 


(iii)         at
any time the Company has obtained a Rating of the Notes from three or more NRSROs, the then second lowest of the most recent Ratings
from the NRSROs that is in full force and effect (not having been withdrawn) is less than Investment Grade; or


 


(iv)         at
any time the Company shall have failed to receive and deliver to the holders of the Notes a Rating of the Notes from at least one
NRSRO as required pursuant to Section 9.8.


 


(f)            Following
the occurrence of an Event of Default, the Notes shall bear interest at the Default Rate.


 


Section 2.Sale
and Purchase of Notes.


 


Subject to the terms
and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes in the principal amount and series specified opposite such Purchaser’s
name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations
hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or
non-performance of any obligation by any other Purchaser hereunder.


 






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Section 3.Closing.


 


This Agreement shall
be executed and delivered in advance of the Closing at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois
60603, on December 4, 2020. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices
of Chapman and Cutler LLP, 111 West Monroe, Chicago, IL 60603, at 9:00 a.m. Chicago time, at a closing (the
“Closing”) on December 4, 2020. At the Closing the Company will deliver to each Purchaser the Notes to
be purchased by such Purchaser in the form of a single Note of the series (or such greater number of Notes in denominations of
at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or
in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to Account
No. [**********] at The Bank of New York Mellon, Swift Code [***********], ABA No. [*********]. If at the Closing
the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have
by reason of such failure by the Company to tender such Notes or any of the conditions specified in Section 4 not having been
fulfilled to such Purchaser’s satisfaction.


 


Section 4.Conditions
to Closing.


 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:


 


Section 4.1.     Representations
and Warranties. The representations and warranties of the Company in this Agreement shall
be correct as of the date of this Agreement and at the time of the Closing.


 


Section 4.2.     Performance;
No Default. The Company shall have performed and complied with all agreements and conditions
contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving
effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no
Default or Event of Default shall have occurred and be continuing and no Control Event and no Change in Control shall have occurred.


 


Section 4.3.     Compliance
Certificates.


 


(a)            Officer’s
Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 


(b)            Secretary’s
Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated
the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents
as then in effect.


 






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Section 4.4.     Opinions
of Counsel. Such Purchaser shall have received opinions, dated the date of the Closing,
(a) from Dechert LLP, counsel for the Company, in the form set forth on Schedule 4.4(a) (and the Company hereby
instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’
special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering
such other matters incident to such transactions as such Purchaser may reasonably request.


 


Section 4.5.     Purchase
Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase
of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments
by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable
law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject
such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation
was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate
certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such
purchase is so permitted.


 


Section 4.6.     Sale
of Other Notes. Contemporaneously with the Closing the Company shall sell to each other
Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser
Schedule.


 


Section 4.7.     Payment
of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid
on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in
Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior
to the Closing.


 


Section 4.8.     Private
Placement Number. A Private Placement Number issued by Standard & Poor’s
CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each series of the Notes.


 


Section 4.9.     Changes
in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation
or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.


 


Section 4.10.           Funding
Instructions. At least three Business Days prior to the date of the Closing, each Purchaser
shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information
specified in Section 3, including (a) the name and address of the transferee bank, (b) such transferee bank’s
ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.


 






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Section 4.11.           Rating.
Each of the Notes shall have received a Rating of “BBB-” or better by Egan Jones.


 


Section 4.12.           Consent
of Holders of Other Indebtedness. On or prior to the date of the Closing, any consents
or approvals required to be obtained from any holder or holders of any outstanding Indebtedness of the Company or its Subsidiaries
and any amendments of agreements pursuant to which any Indebtedness may have been issued which shall be necessary to permit the
consummation of the transactions contemplated hereby shall have been obtained (and shall be in full force and effect on the date
of the Closing) and shall be satisfactory to such Purchaser and its special counsel.


 


Section 4.13.           Proceedings
and Documents. All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser
and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified
or other copies of such documents as such Purchaser or such special counsel may reasonably request.


 


Section 5.Representations
and Warranties of the Company.


 


The Company represents
and warrants to each Purchaser that as of the date of this Agreement and the Closing:


 


Section 5.1.     Organization;
Power and Authority. The Company is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in
good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own
or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and
the Notes and to perform the provisions hereof and thereof.


 


Section 5.2.     Authorization,
Etc. This Agreement and the Notes have been duly authorized by all necessary corporate
action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair
dealing.


 






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Section 5.3.     Disclosure.
The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly
Reports on Form 10-Q for the three months ended March 31, 2020, June 30, 2020 and September 30, 2020 (collectively,
the “Company Periodic Reports”), do not contain any untrue statement of a material fact. The Company Periodic
Reports fairly describe, in all material respects, the general nature of the business and principal properties of the Company and
its Subsidiaries. This Agreement, the financial statements listed in Schedule 5.5 and the documents, certificates or other
writings delivered to the Purchasers by or on behalf of the Company on or prior to November 23, 2020 in connection with the
transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Company Periodic Reports and such documents,
certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the
“Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they
were made. Except as disclosed in the Disclosure Documents, since December 31, 2019, there has been no change in the financial
condition, operations, business, properties or prospects of the Company or any Subsidiary, except changes that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would
reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.


  


Section 5.4.     Organization
and Ownership of Shares of Subsidiaries; Affiliates.


 


(a)  Schedule 5.4
contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, showing, as to each
Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock
or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Subsidiary
Guarantor, (ii) the Company’s Affiliates, other than Subsidiaries, (iii) the External Manager and its Affiliates,
and (iv) the Company’s directors and senior officers.


 


(b)            All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned
by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or
another Subsidiary free and clear of any Lien that is prohibited by this Agreement.


 


(c)            Each
Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable,
is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties
it purports to own or hold under lease and to transact the business it transacts and proposes to transact.


 


(d)            No
Subsidiary is subject to any Material legal, regulatory, contractual or other restriction (other than the agreements listed on
Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary
to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that
owns outstanding shares of capital stock or similar equity interests of such Subsidiary.


 






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Section 5.5.     Financial
Statements; Material Liabilities. The Company has delivered to each Purchaser copies of
the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including
in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the
Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations
and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout
the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal
year-end adjustments).


 


Section 5.6.     Compliance
with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company
of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result
in the creation of any Lien in respect of any property of the Company or any Subsidiary under, (A) the corporate charter,
by-laws or shareholders agreement of the Company or any Subsidiary or (B) any indenture, mortgage, deed of trust, loan, purchase
or credit agreement, lease or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in
a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any Subsidiary, except where any of the foregoing (other
than clause (i)(A) above), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


Section 5.7.     Governmental
Authorizations, Etc. No consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company
of this Agreement or the Notes, other than any filing required under the Exchange Act or the rules or regulations promulgated
thereunder on Form 8-K, Form 10-Q or Form 10-K, any notice required or permitted under Rule 135c of the Securities
Act or any filing required under Rule 482 or Rule 497 under the Investment Company Act.


 


Section 5.8.     Litigation;
Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations
or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any
property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority
that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)            Neither
the Company nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is
bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in
violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws,
the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    -7-


     


    

 


Section 5.9.     Taxes.
The Company and its Subsidiaries have filed all federal and state and other Material tax returns that are required to have been
filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments
levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and assessments (i) where the failure to file or pay,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or (ii) the amount,
applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which
the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of
no basis for any other tax or assessment that would, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company reasonably believes that the charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of U.S. federal, state or other taxes for all fiscal periods are adequate in all material respects.


 


Section 5.10.     Title
to Property; Leases. The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary
after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens
prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in
full force and effect in all material respects.


 


Section 5.11.     Licenses,
Permits, Etc.


 


(a)  The Company
and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software,
service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known
conflict with the rights of others, except for any such conflicts that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


(b)            To
the knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect
any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or
other right owned by any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


(c)            To
the knowledge of the Company, there is no violation by any Person of any right of the Company or any of its Subsidiaries with respect
to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name
or other right owned or used by the Company or any of its Subsidiaries, except for any such violations that, individually in the
aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 






    -8-


     


    

  


Section 5.12.     Compliance
with Employee Benefit Plans. Except as would not be reasonably expected to have a Material
Adverse Effect:


 


(a)          The
Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws. Neither the
Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or
condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence
of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties
or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of
the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the
granting of a security interest in connection with the amendment of a Plan.


 


(b)          The
present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of
the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes
in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such
Plan allocable to such benefit liabilities. The present value of the accrued benefit liabilities (whether or not vested) under
each Non-U.S. Plan that is funded, determined as of the end of the Company’s most recently ended fiscal year on the basis
of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit
liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the
terms “current value” and “present value” have the meaning specified in section 3 of
ERISA.


 


(c)          The
Company and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans or (ii) any obligation in connection
with the termination of or withdrawal from any Non-U.S. Plan.


 


(d)          The
expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.


 


(e)          The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of
the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made
in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of
the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.


 






    -9-


     


    

  


(f)          All
Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders
applicable thereto. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable
laws to be paid or accrued by the Company and its Subsidiaries have been paid or accrued as required.


 


Section 5.13.     Private
Offering by the Company. Neither the Company nor anyone acting on its behalf has offered,
within six months prior to the date of this Agreement, the Notes or any similar Securities for sale to, or solicited any offer
to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers (other than the Company's 5.375% Senior Notes due October 20, 2025),
each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its
behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements
of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable
jurisdiction, other than, in the case of “Blue Sky” regulations, mandatory notice or other filings.


 


Section 5.14.     Use
of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the
Notes hereunder to refinance and/or redeem existing debt and for general corporate purposes. No part of the proceeds from the sale
of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying
or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said
Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does
not constitute more than 10% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not
have any present intention that margin stock will constitute more than 10% of the value of such assets. As used in this Section,
the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned
to them in said Regulation U.


 


Section 5.15.     Existing
Indebtedness; Future Liens.


 


(a)  Except as
described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and
its Subsidiaries as of September 30, 2020 (including descriptions of the obligors and obligees, principal amounts outstanding,
any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company
nor any Subsidiary is in default, and no waiver of default is currently in effect, in the payment of any principal or interest
on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the
Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons
to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.


 






    -10-


     


    

 






(b)          Except
as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its
property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the
future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject
to a Lien that secures Indebtedness.


  


(c)          Neither
the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness
of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational
document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company,
except as disclosed in Schedule 5.15.


 


Section 5.16.         Foreign
Assets Control Regulations, Etc.


 


(a)  Neither the
Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the
future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or
the European Union.


 


(b)          Neither
the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any
applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s
knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money
Laundering Laws or Anti-Corruption Laws.


 


(c)          No
part of the proceeds from the sale of the Notes hereunder:


 


(i)            constitutes
or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity,
directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person,
(B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise
in violation of any U.S. Economic Sanctions Laws;


 


(ii)           will
be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering
Laws; or


 


(iii)          will
be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official
or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would
be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.


 


(d)          The
Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable
law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic
Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.


 






    	 	-11-	 



     


    

 


Section 5.17.         Status
under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation
under the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995 or the Federal Power Act.


 


Section 5.18.         Environmental
Matters.


 


(a)          Neither the
Company nor any Subsidiary has knowledge of any claim or has received any written notice of any claim and no proceeding has been
instituted asserting any claim against the Company or any of its Subsidiaries or any of their respective real properties or other
assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental
Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Neither
the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly
owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(c)          Neither
the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated
by any of them in a manner which has violated any Environmental Law that would, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


(d)          Neither
the Company nor any Subsidiary has disposed of any Hazardous Materials in a manner which has violated any Environmental Law that
would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(e)          All
buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable
Environmental Laws, except where failure to comply would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.


 


Section 5.19.         Investment
Company Act.


 


(a)          Status
as Business Development Company and RIC. The Company has elected to be regulated as a “business development company”
within the meaning of the Investment Company Act and intends to qualify annually as a RIC.


 


(b)          Compliance
with Investment Company Act. The business and other activities of the Company and its Subsidiaries, including the issuance
of the Notes hereunder, the application of the proceeds and repayment thereof by the Company, and the consummation of the transactions
contemplated by this Agreement do not result in a violation or breach in any material respect of the provisions of the Investment
Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable to the Company and
its Subsidiaries.


 






    	 	-12-	 



     


    

 


Section 6.           Representations
of the Purchasers.


  


Section 6.1.     Purchase
for Investment.


 


(a)          Each Purchaser
severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such
Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided
that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control.
Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances
where neither such registration nor such an exemption is required by law, and that the Company is not required to register the
Notes.


 


(b)          Each
Purchaser understands and agrees that it will not transfer the Notes or any part or portion thereof held by it (i) to any
Person who is not an Institutional Investor or who is a Competitor or (ii) in violation of applicable law.


 


Section 6.2.          Source
of Funds. Each Purchaser severally represents that at least one of the following statements
is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the
purchase price of the Notes to be purchased by such Purchaser hereunder:


 


(a)           the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves
and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by
the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do
not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus
as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or


 


(b)          the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)           the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant
to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially
owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 






    	 	-13-	 



     


    

 


(d)          the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning
of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment
fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an
affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization
and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and
(g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an
ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of
the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in
the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer
or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant
to this clause (d); or


 


(e)           the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of
the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the
INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of
the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of
the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to
this clause (e); or


 


(f)           the
Source is a governmental plan; or


 


(g)          the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h)           the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have
the respective meanings assigned to such terms in section 3 of ERISA.


 






    	 	-14-	 



     


    

 


Section 6.3.          Investment
Experience; Access to Information. Each Purchaser (for itself and for each account
for which such Purchaser is acquiring the Notes) severally represents that such Person (a) is an “accredited investor”
as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and an “Institutional
Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make
an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investment, (c) has the ability
to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms
of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability
and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure
Documents and (ii) such other disclosure regarding the Company, its business and its financial condition as such Purchaser
has determined to be necessary in connection with the purchase of the Notes, (f) has had an opportunity to ask such questions
and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate
in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is
purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer
or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration
statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be
within such Person’s control).


  


Section 6.4.          Authorization.
Each Purchaser severally represents that (a) it has full power and authority to enter into this Agreement and (b) this
Agreement, when executed and delivered by such Purchaser, will constitute valid and legally binding obligations of such Purchaser,
enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


Section 7.          Information
as to Company.


 


Section 7.1.          Financial
and Business Information. The Company shall deliver to each Purchaser and each holder
of a Note that is an Institutional Investor:


 


(a)            Quarterly
Statements — within 45 days (or if shorter, 15 days greater than the period applicable to the filing of the Company’s
Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC, regardless of whether the Company is
subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other
than the last quarterly fiscal period of each such fiscal year), duplicate copies of,


 


(i)            a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and


 



    	 	-15-	 



     


    




 


(ii)           consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter
and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,


  


setting forth in each case in
comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting,
in all material respects, the financial position of the companies being reported on and their results of operations and cash flows,
subject to changes resulting from year-end adjustments;


 


(b)           Annual
Statements — within 90 days (or if shorter, 15 days greater than the period applicable to the filing of the Company’s
Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject
to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of


 


(i)            a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and


 


(ii)           consolidated
statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification
or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position
of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP,
and that the examination of such accountants in connection with such financial statements has been made in accordance with generally
accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;


 


(c)           SEC
and Other Reports — promptly after their becoming available, one copy of (i) each financial statement, report, notice,
proxy statement or similar document sent by the Company or any Subsidiary to its public Securities holders generally, and (ii) each
regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each
prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements
made available generally by the Company or any Subsidiary to the public concerning developments that are Material;


 






    	 	-16-	 



     


    

 


(d)           Notice
of Default or Event of Default — promptly, and in any event within 10 days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect
to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of
the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action
the Company is taking or proposes to take with respect thereto;


  


(e)           Employee
Benefits Matters — promptly, and in any event within 10 days after a Responsible Officer becoming aware of any of
the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate
proposes to take with respect thereto:


 


(i)            with
respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for
which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;


 


(ii)           the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan;


 


(iii)          any
event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the
imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I
or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities
or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or


 


(iv)          receipt
of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability,
whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;


 


(f)           Notices
from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the
Company or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that
would reasonably be expected to have a Material Adverse Effect;


 


(g)           Resignation
or Replacement of Auditors — within 10 days following the date on which the Company’s auditors resign or the Company
elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders
may request;


 






    	 	-17-	 



     


    

 


(h)          Other
Material Developments — with reasonable promptness, any other development that results in, or would reasonably be expected
to result in, a Material Adverse Effect; and


 


(i)            Requested
Information — with reasonable promptness, such other data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such Purchaser or
holder of a Note.


 


Section 7.2.          Officer’s
Certificate. Each set of financial statements delivered to a Purchaser or a holder of
a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial
Officer:


 


(a)            Covenant
Compliance — setting forth the information from such financial statements that is required in order to establish whether
the Company was in compliance with the requirements of Section 10.6 during the quarterly or annual period covered by the financial
statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information
from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount,
ratio or percentage then in existence. In the event that the Company or any Subsidiary has made an election to measure any financial
liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant
to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate
as to such period shall include a reconciliation from GAAP with respect to such election;


 


(b)            Event
of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused
to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from
the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and
that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default
or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to take with respect thereto; and


 


(c)            Subsidiary
Guarantors — setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary
that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date
of such certificate of Senior Financial Officer.


 






    	 	-18-	 



     


    

 


Section 7.3.          Access.
The Company shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional Investor:


  


(a)           No
Default — if no Default or Event of Default then exists and is continuing, to participate in a conference call with the
Company’s officers to discuss the affairs, finances and accounts of the Company and its Subsidiaries and (with the consent
of the Company, which consent will not be unreasonably withheld) its independent public accountants, provided, that the
access rights set forth in this Section 7.3(a) may only be exercised twice per calendar year by a holder of the Notes;
and


 


(b)           Default
 — if a Default or an Event of Default then exists and is continuing, at the expense of the Company and upon reasonable prior
notice to the Company, to access the books of account, records, reports and other papers of the Company or any Subsidiary, to make
copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and
independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be reasonably requested.


 


Section 7.4.          Electronic
Delivery. Financial statements, opinions of independent certified public accountants,
other information and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a),
(b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following
requirements with respect thereto:


 


(a)            such
financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate
satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered
to each Purchaser and holder of a Note by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as
communicated from time to time in a separate writing delivered to the Company;


 


(b)            the
Company shall have filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b),
as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying
the requirements of Section 7.2 available on its home page on the internet, which is located at http://www.whitehorsefinance.com
as of the date of this Agreement, or shall have delivered such certificate to each holder of a Note by e-mail at the e-mail address
set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the
Company;


 


(c)            such
financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s
Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are
timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free
access; or


 






    	 	-19-	 



     


    

 






(d)            the
Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such
items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of
Notes has free access;


 


provided however, that in the case
of any of clauses (b), (c) or (d), the Company shall have given each holder of a Note prior written notice, which may
be by e-mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18,
of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive
paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail,
the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.


 


Section 8.                              Payment
and Prepayment of the Notes.


 


Section 8.1.           Maturity.
As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 


Section 8.2.           Optional
Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided
below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal
amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole
Amount determined for the prepayment date with respect to such principal amount; provided, that at any time on or after
June 4, 2026, the Company may, at its option, upon notice as provided below, prepay all or any part of the Series A Notes
at 100% of the principal amount so prepaid, together with accrued interest to the prepayment date, but without Make-Whole Amount
or other premium; provided, further, that at any time on or after June 4, 2027, the Company may, at its option, upon
notice as provided below, prepay all or any part of the Series B Notes at 100% of the principal amount so prepaid, together
with accrued interest to the prepayment date, but without Make-Whole Amount or other premium. The Company will give each holder
of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more
than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period
pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined
in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due
in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the
details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate
of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.


 


Section 8.3.           Allocation
of Partial Prepayments. Subject to the following sentence, in the case of each partial
prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among
all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof
not theretofore called for prepayment. In the case of a partial prepayment of the Notes pursuant to Section 8.2 on or after
June 4, 2026, so long as no Default or Event of Default shall exist, the principal amount of the Notes to be prepaid may be
allocated among all of the Series A Notes at the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment without allocation to the Series B Notes. All partial
prepayments pursuant to Section 8.8 shall be applied only to the Notes of the holders who have accepted the offer of prepayment
and shall be allocated among all such Notes in proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof and not theretofore called for prepayment.


 






    	 	-20-	 



     


    

 


Section 8.4.           Maturity;
Surrender, Etc.     In
the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature
and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such
date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal
amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not
be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


Section 8.5.           Purchase
of Notes. The Company will not and will not permit any Affiliate to purchase, redeem,
prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment
of the Notes in accordance with this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or
an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall
provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall
remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Notes then outstanding
accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance
by holders of Notes of such offer shall be extended by the number of days necessary to give each holder at least five Business
Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate
pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution
or exchange for any such Notes.


 


Section 8.6.           Make-Whole
Amount. The term “Make-Whole Amount” means, with respect to any Note,
an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than
zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:


 


“Called
Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2
or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.


 






    	 	-21-	 



     


    

 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


  


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to
maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second
Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1”
(or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded
on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such
Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to
such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations
to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask
Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities
(1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life.
The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.


 


If such yields
are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to
maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal
to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity
having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly
between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average
Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average
Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable
Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised
of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment.


 






    	 	-22-	 



     


    

 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest
payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced
by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2
or Section 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.


 


Section 8.7.           Payments
Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding,
(x) except as set forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business
Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; and (y) any payment of principal of, Make-Whole Amount on any Note (including
principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding
Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business
Day.


 


Section 8.8.           Change
in Control.


 


(a)            Notice
of Change in Control. The Company (i) may, following the occurrence of any Control Event, and (ii) will, within thirty
Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such
Change in Control or Control Event to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as
described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph
(e) of this Section 8.8.


 


(b)            Offer
to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of this Section 8.8 shall be an offer
to prepay, in accordance with and subject to this Section 8.8, all, but not less than all, the Notes held by each holder (in
this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial
owner shall mean such beneficial owner) on a date specified in such offer (the “Section 8.8 Proposed Prepayment Date”).
Such date shall be not less than 30 days and not more than 60 days after the date of such offer (if the Section 8.8
Proposed Prepayment Date shall not be specified in such offer, the Section 8.8 Proposed Prepayment Date shall be the
first Business Day after the 45th day after the date of such offer).


 






    	 	-23-	 



     


    

 


(c)            Acceptance/Rejection.
A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance
to be delivered to the Company not later than 15 Business Days after receipt by such holder of the most recent offer of prepayment.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute
rejection of such offer by such holder.


  


(d)            Prepayment.
Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes,
together with interest on such Notes accrued to, but excluding, the date of prepayment, but without Make-Whole Amount or other
premium.


 


(e)            Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed
by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Section 8.8 Proposed
Prepayment Date; (ii) that such offer is made pursuant to this Section 8.8; (iii) the principal amount of each Note
offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to, but excluding,
the Section 8.8 Proposed Prepayment Date; (v) that the conditions of this Section 8.8 have been fulfilled; and (vi) in
reasonable detail, the nature and date of the Change in Control or Control Event, as the case may be.


 


Section 9.              Affirmative
Covenants.


 


From the date of this
Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:


 


Section 9.1.           Compliance
with Laws. Without limiting Section 10.4, the Company will, and will cause each
of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject
(including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16)
and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary
to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain
in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 9.2.            Insurance.
The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance
with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms
and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto)
as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.


 


Section 9.3.           Maintenance
of Properties. The Company will, and will cause each of its Subsidiaries to, maintain
and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided
that this Section 9.3 shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance
of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that
such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    	 	-24-	 



     


    

 


Section 9.4.           Payment
of Taxes and Claims. The Company will, and will cause each of its Subsidiaries to, file
all federal and state and other Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or
any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets
of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax, assessment,
charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes,
assessments, charges, levies and claims would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


Section 9.5.           Corporate
Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and
keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and
keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned
Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company,
the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would
not, individually or in the aggregate, have a Material Adverse Effect.


 


Section 9.6.           Books
and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper
books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal
or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. The Company will, and will cause each of its
Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions
of assets. The Company and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable
assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and
the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.


 


Section 9.7.           Subsidiary
Guarantors. (a) Except for any existing Indebtedness of the Company under the Secured
Credit Facility and any Replacement Facilities, the Company will cause each of its Subsidiaries that guarantees or otherwise
becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness
under any Material Credit Facility for which the Company is a borrower or guarantor to concurrently therewith:


 






    	 	-25-	 



     


    

 


(i)          enter
into an agreement in form and substance satisfactory to the Required Holders providing for the guaranty by such Subsidiary, on
a joint and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable
by the Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including
all indemnities, fees and expenses payable by the Company thereunder and (y) the prompt, full and faithful performance, observance
and discharge by the Company of each and every covenant, agreement, undertaking and provision required pursuant to the Notes or
this Agreement to be performed, observed or discharged by it (a “Subsidiary Guaranty”); and


 


(ii)            deliver
the following to each holder of a Note:


 


(A)            an
executed counterpart of such Subsidiary Guaranty or a joinder thereto;


 


(B)            a
certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf
of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.19(b) of
this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Company);


 


(C)            all
documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where
applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of
the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and


 


(D)            upon
request of the Required Holders, a customary opinion of counsel reasonably satisfactory to the Required Holders covering such matters
relating to such Subsidiary and such Subsidiary Guaranty as the Required Holders may reasonably request.


 


(b)          At
the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary
Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under
its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution
or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or
is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged
(or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under
such Material Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or
Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in
connection with such Subsidiary Guarantor being released and discharged under any Material Credit Facility, any fee or other form
of consideration is given to any holder of Indebtedness under such Material Credit Facility for such release, the holders of the
Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received
a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).


 






    	 	-26-	 



     


    

 


Section 9.8.           Rating
Confirmation. The Company covenants and agrees that, at its sole cost and expense, it
shall cause to be maintained at all times a Rating of the Notes from at least one NRSRO that indicates that it will monitor the
rating on an ongoing basis. No later than (i) June 30 of each year (beginning June 30, 2021) and (ii) promptly
after any change in the Rating, the Company further covenants and agrees it shall provide a notice with evidence of such Rating
(or any change thereto) to each of the holders of the Notes sent in the manner provided in Section 18 with respect to all
then current Ratings.


 


Section 9.9.           Status
of RIC and BDC. The Company shall at all times, subject to applicable grace periods set
forth in the Code, maintain its status as a RIC, and as a “business development company” under the Investment Company
Act.


 


Section 9.10.                 Priority
of Obligations. The Company will ensure that its payment obligations under this Agreement
and the Notes, and the payment obligations of any Subsidiary Guarantor under its Subsidiary Guaranty, will at all times rank at
least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Company
and such Subsidiary Guarantor, as applicable.


 


Notwithstanding the terms of Section 11,
there will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after
the date of this Agreement and prior to the Closing; however, if such a failure occurs, then any of the Purchasers may elect not
to purchase the Notes on the date of Closing that is specified in Section 3.


 


Section 10.         Negative
Covenants.


 


From the date of this
Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants that:


 


Section 10.1.      Transactions
with Affiliates. The Company will not, and will not permit any Subsidiary to, enter into
directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties
of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except (i) in
the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and
upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length
transaction with a Person not an Affiliate, (ii) transactions otherwise permitted under the Agreement, (iii) transactions
permitted under the Secured Credit Facility or any Replacement Facilities, (iv) transactions with Affiliates that are set
forth on Schedule 10.1, (v) a transaction that has been (A) approved by a majority of the independent directors
of the Board of Directors of the Company and (B) consented to by the Required Holders (such consent not to be unreasonably
withheld or delayed), (vi) any co-investment with Affiliates of the Company or the External Manager that is permitted under
any established SEC guidance, no-action letter or order or exemptive relief order or (vii) transactions with WHF STRS Ohio
Senior Loan Fund LLC in the ordinary course.


 






    	 	-27-	 



     


    

 


Section 10.2.                 Merger,
Consolidation, Etc. The Company will not, and will not permit any Subsidiary Guarantor
to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person unless:


 


(a)            in
the case of any such transaction involving the Company, the successor formed by such consolidation or the survivor of such merger
or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety,
as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United
States or any state thereof (including the District of Columbia), and, if the Company is not such corporation or limited liability
company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its
assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and
(ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion
of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to
the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply
with the terms hereof;


 


(b)            in
the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of
such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary
Guarantor as an entirety, as the case may be, shall be (1) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor;
or (2) a solvent corporation or limited liability company (other than the Company or another Subsidiary Guarantor) that is
organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such
Subsidiary Guarantor is not such corporation or limited liability company, (A) such corporation or limited liability company
shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of
each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Company shall have caused
to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably
satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable
in accordance with their terms and comply with the terms hereof;


 


(c)            each
Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such
a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation
that is reasonably acceptable to the Required Holders; and


 






    	 	-28-	 



     


    

 


(d)            immediately
before and immediately after giving effect to such transaction or each transaction in any such series of transactions, no Default
or Event of Default shall have occurred and be continuing.


  


No such conveyance, transfer or lease of
substantially all of the assets of the Company or any Subsidiary Guarantor shall have the effect of releasing the Company or such
Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall theretofore have
become such in the manner prescribed in this Section 10.2, from its liability under (x) this Agreement or the Notes (in
the case of the Company) or (y) the Subsidiary Guaranty (in the case of any Subsidiary Guarantor), unless, in the case of
the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor, such Subsidiary Guarantor is released
from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance,
transfer or lease.


 


Section 10.3.                 Line
of Business. The Company will not and will not permit any Subsidiary to engage in any
business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would
then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries,
taken as a whole, are engaged on the date of this Agreement as described in the Disclosure Documents.


 


Section 10.4.                 Economic
Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become
(including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or
indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving
the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Purchaser or holder
or any affiliate of such Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable
to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.


 


Section 10.5.                 Liens.
The Company will not and will not permit any Subsidiary Guarantor to directly or indirectly create, incur, assume or permit to
exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without
limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any Subsidiary Guarantor,
whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to
receive income or profits, except (a) Liens which secure obligations under the Secured Credit Facility or any Replacement
Facilities, (b) Liens permitted under the Secured Credit Facility or any Replacement Facilities, (c) Liens on Equity
Interests in any SBIC Subsidiary created in favor of the SBA or its designee, (d) leases, licenses, subleases or sublicenses
granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business
of the Company and its Subsidiaries or (ii) secure any Indebtedness, or (e) other Liens which rank at least pari passu
with all such Liens securing obligations under the Secured Credit Facility or any Replacement Facilities, provided that,
for the avoidance of doubt, such other Liens under this clause (f), or any Indebtedness secured thereby, shall not include, or
be subject to, any “first in/last out” or other priority or preference in the right of payment.


 






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Section 10.6.         Financial
Covenants.


  


(a)            Minimum
Shareholders’ Equity. The Company will not permit Shareholders’ Equity at the last day of any fiscal quarter of
the Company to be less than $195,144,000, plus 50% of the net proceeds of the sale of Equity Interests by the Company after
December 4, 2020 (other than proceeds of sales of Equity Interests by and among the Company and its Subsidiaries).


 


(b)            Asset
Coverage Ratio. The Company will not permit the Asset Coverage Ratio (i) as of December 4, 2020, immediately after
giving effect to the sale of the Notes or (ii) as of the last Business Day of any fiscal quarter of the Company to be less
than the Investment Company Act Asset Coverage.


 


(c)            Debt
to Equity Ratio. The Company will not permit the Debt to Equity Ratio, immediately after giving pro forma effect to
the creation, issuance, assumption, guarantee or incurrence of Indebtedness and the application of the proceeds thereof, to be
greater than 1.6 to 1.0.


 


Section 10.7.         Most
Favored Lender Status. (a) If the Company (i) is as of the date of this Agreement
a party to a credit facility, loan agreement or other like financial instrument under which the Company may incur Unsecured Debt
in excess of $25,000,000 (an “Existing Credit Facility”), or (ii) after the date of this Agreement enters
into any amendment or other modification of any Existing Credit Facility (an “Amended Credit Facility”) or (iii) enters
into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note
purchase agreement, convertible note indenture or debenture, or other like agreement after the date of this Agreement under which
the Company may incur Unsecured Debt in excess of $25,000,000 (in any such case, a “New Credit Facility”), that
in any such case has on the date of this Agreement, or after the date of this Agreement results in, one or more additional or more
restrictive MFL Provisions (whether constituting a financial covenant or an event of default) imposed on the Company than
those contained in this Agreement being contained in any such Existing Credit Facility, Amended Credit Facility or New Credit Facility,
as the case may be (such additional or more restrictive MFL Provision or event of default, as the case may be, together with
all definitions relating thereto, in the case of an Existing Credit Facility, including as amended by an Amended Credit Facility,
the “Existing Facility Additional Provision(s)” and in the case of a New Credit Facility, the “New
Facility Additional Provision(s)”), then the terms of this Agreement, without any further action on the part of the Company
or any of the holders of the Notes, will unconditionally be deemed on the effective date of such Amended Credit Facility or New
Credit Facility, as the case may be, or the date hereof in the case of an Existing Credit Facility to be automatically amended
to include the Existing Facility Additional Provision(s) or such New Facility Additional Provision(s), as the case may be,
and imposed on the same party hereunder that is subject to such provision under the Existing Credit Facility, the Amended Credit
Facility, or the New Credit Facility, as applicable, and any event of default in respect of any such additional or more restrictive
MFL Provision(s) so included herein shall be deemed to be an Event of Default under Section 11(c) (after giving
effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional
Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including, without limitation,
all rights and remedies exercisable by the holders of the Notes hereunder; provided that, for the avoidance of doubt, any
conversion feature in any New Credit Facility pursuant to which the principal amount of, or any premium and/or accrued but unpaid
interest on, any debt security convertible by its terms into capital stock of the Company shall not be deemed to be a New Facility
Additional Provision for purposes of this Section 10.7.


 






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(b)            If
after the date of execution of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the
Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened,
tightened, amended or otherwise modified under the corresponding Amended Credit Facility or New Credit Facility, as applicable,
then and in such event any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) theretofore
included in this Agreement pursuant to the requirements of this Section 10.7 shall then and thereupon automatically and without
any further action by any Person be so excluded, terminated, loosened, tightened or otherwise amended or modified under this Section 10.7
to the same extent as the exclusion, termination, loosening, tightening of other amendment or modification thereof under the Amended
Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred and be continuing
by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any
such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) is or are to be so excluded, terminated,
loosened, tightened, amended or modified under this Section 10.7, the prior written consent thereto of the Required Holders
shall be required as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any
such Existing Facility Additional Provision(s) or New Facility Additional Provision(s), as the case may be; and provided,
further, that in any and all events, the financial covenant(s) and related definitions or any event of default constituting
any financial covenant and Events of Default contained in this Agreement as in effect on the date of this Agreement shall not in
any event be deemed or construed to be excluded, terminated, loosened, relaxed, amended or otherwise modified by operation of the
terms of this Section 10.7.


 


(c)            The
Company shall from time to time, upon request by the Required Holders, promptly execute and deliver at its expense (including,
without limitation, the reasonable and documented fees and expenses of one counsel for the holders of the Notes, taken as a whole)
an amendment to this Agreement in form and substance reasonably satisfactory to the Required Holders evidencing that, pursuant
to this Section 10.7, this Agreement then and thereafter includes, excludes, amends or otherwise modifies any Existing Facility
Additional Provision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution and
delivery of such amendment shall not be a precondition to the effectiveness of such amendment.


 


(d)            The
Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be
paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor
of the Company, any co-obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor
of any amendment, waiver or other modification to any Existing Credit Facility or New Credit Facility, as the case may be, the
effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify
any Existing Facility Additional Provision(s) or New Facility Additional Provision(s), unless such consideration or remuneration
is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding.


 






    	 	-31-	 



     


    

  


Notwithstanding the terms of Section 11,
it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 before or
after giving effect to the issuance of the Notes on a pro forma basis; however, if such a failure occurs, then any of the
Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.


 


Section 11.                 Events
of Default.


 


An “Event
of Default” shall exist if any of the following conditions or events shall occur and be continuing:


 


(a)            the
Company defaults in the payment of any principal on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise; or


 


(b)            the
Company defaults in the payment of any interest or Make-Whole Amount, if any, on any Note for more than five Business Days after
the same becomes due and payable; or


 


(c)            the
Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Section 10.6(a),
(b) or (c); or


 


(d)            the
Company defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a),
(b) and (c)) and such default is not remedied within 45 days after the earlier of (i) a Responsible Officer obtaining
actual knowledge of such default and (ii) the Company receiving written notice of such default from holders of at least 25%
of the outstanding principal amount of the Notes (any such written notice to be identified as a “notice of default”
and to refer specifically to this Section 11(d)); or


 


(e)            (i) any
representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or
any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material
respect on the date as of which made, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary
Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with
such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or


 






    	 	-32-	 



     


    

 


(f)            (i) the
Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least
$25,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or
(ii) the Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence
of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 (or its equivalent in the relevant currency
of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence
of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or
before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event
or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity
interests), the Company or any Significant Subsidiary has become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000
(or its equivalent in the relevant currency of payment); in each case other than a default, event or condition that relates to
a Change in Control and with respect thereto Section 8.8 applies; provided that this clause (f) shall not apply
to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness; or (2) convertible debt that becomes due as a result of a conversion or redemption event, other than as
a result of an “event of default” (as defined in the documents governing such convertible debt); or


  


(g)            the
Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as
they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents
to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action
for the purpose of any of the foregoing; or


 


(h)            a
court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any
of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with
respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization
or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction,
or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition
shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days;
or


 


(i)            any
event that occurs with respect to the Company or any Significant Subsidiary which under the laws of any jurisdiction is analogous
to any of the events described in Section 11(g) or Section 11(h), provided that the applicable grace period,
if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding
described in Section 11(g) or Section 11(h); or


 






    	 	-33-	 



     


    

 


(j)            one
or more final judgments or orders for the payment of money aggregating in excess of $25,000,000 (or its equivalent in the relevant
currency of payment) (to the extent not covered by independent third party insurance or by an enforceable indemnity), including
any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company and its Significant
Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are
not discharged within 60 days after the expiration of such stay; or


  


(k)            if
(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or
a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall
have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC
shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) there
is any “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one
or more Plans, determined in accordance with Title IV of ERISA, (iv) the aggregate present value of accrued benefit liabilities
under all funded Non-U.S. Plans exceeds the aggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities,
(v) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (vi) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Company or any Subsidiary establishes or amends any employee
welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company
or any Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer or maintain a Non-U.S. Plan in compliance
with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily
terminated or wound up, or (ix) the Company or any Subsidiary becomes subject to the imposition of a financial penalty (which
for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one
or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually
or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As used in this
Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in section 3 of ERISA; or


 


(l)            any
Subsidiary Guaranty shall cease to be in full force and effect in any Material respect, any Subsidiary Guarantor or any Person
acting on behalf of any Subsidiary Guarantor shall contest in any manner the validity, binding nature or enforceability of any
Subsidiary Guaranty, or the obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be legal,
valid, binding and enforceable in accordance with the terms of such Subsidiary Guaranty; or





 


(m)          the
External Manager ceases to be the external manager of the Company.


 






    	 	-34-	 



     


    

 


Section 12.         Remedies
on Default, Etc.


  


Section 12.1.     Acceleration.


 


(a)            If an Event
of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default described
in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of
the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding
shall automatically become immediately due and payable.


 


(b)            If
any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice
or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.


 


(c)            If
any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of
Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to
the Company, declare all the Notes held by it or them to be immediately due and payable.


 


Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the
entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately
due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.
The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in
the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of
a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default,
is intended to provide compensation for the deprivation of such right under such circumstances.


 


Section 12.2.         Other
Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective
of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or Subsidiary Guaranty,
or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.


 


Section 12.3.         Rescission.
At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders,
by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has
paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable
and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if
any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither
the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all
Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have
been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or
affect any subsequent Event of Default or Default or impair any right consequent thereon.


 






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Section 12.4.          No
Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the
part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Subsidiary Guaranty
or any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now
or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses
of such holder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees,
expenses and disbursements.


 


Section 13.         Registration;
Exchange; Substitution of Notes.


 


Section 13.1.          Registration
of Notes. The Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof
and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or
more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered
in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial
owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration
of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give
to any holder of a Note that is an Institutional Investor promptly after request therefor, a complete and correct copy of the names
and addresses of all registered holders of Notes.


 


Section 13.2.         Transfer
and Exchange of Notes.


 


(a)            Subject
to Section 13.2(b), any registered holder of a Note or a Purchaser (an “Assigning Party”) may assign to
one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations
under its Note and/or under this Agreement.


 


(b)            Any
such assignment or transfer shall be subject to the following conditions: (i) the Assigning Party shall deliver to the Company
a written instrument of transfer duly executed by the Assigning Party or such Assigning Party’s attorney duly authorized
in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part
thereof; (ii) the Assignee shall have made the representations set forth in Section 6 to the Company as to itself; provided,
however, that if disclosure is required by the Purchaser under clause (c), (d), (e) or (g) of Section 6.2, no
transfer of Notes shall be permitted or effective except with the prior written consent of the Company (which consent shall not
be unreasonably withheld taking in to account the specifics of the applicable disclosure) that the transfer will not involve any
non-exempt prohibited transaction that is described in section 406 of ERISA or sections 4975(c)(1)(A) through (D) of
the Code; (iii) an exemption from registration of the Notes under the Securities Act is available; and (iv) if requested
by the Company, the Assigning Party shall have delivered to the Company such certifications or other evidence to determine that
such assignment or transfer is being made in compliance with the Securities Act and applicable state securities laws, in each case
at the sole expense of the Assigning Party.


 






    	 	-36-	 



     


    

 


(c)            Upon
surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)),
for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing
and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof),
within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below),
one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount
equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder
may request and shall be substantially in the form of Schedule 1-A or Schedule 1-B, as the case may be. Each such new Note
shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date
of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover
any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations
of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding
of Notes of a series, one Note of such series may be in a denomination of less than $100,000. Any transferee, by its acceptance
of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.


 


Section 13.3.          Replacement
of Notes. Upon receipt by the Company at the address and to the attention of the designated
officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and


 


(a)            in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
or


 






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(b)            in
the case of mutilation, upon surrender and cancellation thereof, within 10 Business Days thereafter, the
Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and bearing interest
from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.


 


Section 14.         Payments
on Notes.


 


Section 14.1.         Place
of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if
any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of
JPMorgan in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of
the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.


 


Section 14.2.         Payment
by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by the
method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other
method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose,
without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of
the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall
surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office
or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a
new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made
the same agreement relating to such Note as the Purchasers have made in this Section 14.2.


 






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Section 14.3.         Withholding
and Tax Information. The Company shall be entitled to deduct and withhold from amounts
payable with respect to Notes such amounts as the Company may be required to deduct and withhold under the Code or any provision
of applicable state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate authority
by the Company on behalf of a Purchaser, such withheld amounts shall be treated for all purposes as having been paid to the Purchaser
in respect of which such deduction and withholding was made by the Company. By acceptance of any Note, the holder of such Note
agrees that such holder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as may
be reasonably requested by the Company, an appropriate, properly executed IRS Form W-9, W-8BEN (for individuals), W-8BEN-E
(for entities) or other applicable IRS forms and from time to time (a) any forms, documents or certifications as may be reasonably
required for the Company to satisfy any information reporting or withholding tax obligations with respect to any payments under
this Agreement, (b) in the case of any such holder that is a United States Person, such holder’s United States tax identification
number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a United States
Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (c) in
the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed
by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply
with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA
or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 14.3
shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required
to obtain such information under FATCA and, in such event, the Company shall treat any such information it receives as confidential.
Except as otherwise required by applicable law, the Company agrees that it will not withhold from any applicable payment to be
made to a holder of a Note that is not a United States Person any tax so long as such holder shall have delivered to the Company
(in such number of copies as shall be reasonably requested) on or about the date on which such holder becomes a holder under this
Agreement (and from time to time thereafter upon the reasonable request of the Company), executed copies of IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable, as well as the applicable “U.S. Tax Compliance Certificate”, in both cases
correctly completed and executed.


  


Section 15.         Expenses,
Etc.


 


Section 15.1.         Transaction
Expenses. Whether or not the transactions contemplated hereby are consummated, the Company
will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by
the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such
transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary
Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement,
any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand
issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the
costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the
Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the
Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement
and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall
not exceed $3,500 per series; provided, further, that the aggregate amount of attorneys’ fees of a special counsel
to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the
execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000.
If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).


 






    	 	-39-	 



     


    

 


The Company will pay,
and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or
expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with
its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from
any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note
and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’
fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of
the proceeds of the Notes by the Company.


  


Section 15.2.         Certain
Taxes. The Company agrees to pay all stamp, documentary or similar taxes or fees which
may be payable in respect of the execution and delivery or the enforcement of this Agreement or any Subsidiary Guaranty or the
execution and delivery (but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction
where the Company or any Subsidiary Guarantor has assets or of any amendment of, or waiver or consent under or with respect to,
this Agreement or any Subsidiary Guaranty or of any of the Notes, and to pay any value added tax due and payable in respect of
reimbursement of costs and expenses by the Company pursuant to this Section 15, and will save each holder of a Note to the
extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any
such tax or fee required to be paid by the Company hereunder.


 


Section 15.3.         Survival.
The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of this Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.


 


Section 16.         Survival
of Representations and Warranties; Entire Agreement.


 


All representations
and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder
of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to
this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence,
this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and
the Company and supersede all prior agreements and understandings relating to the subject matter hereof.


 


Section 17.         Amendment
and Waiver.


 


Section 17.1.         Requirements.
This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively
or prospectively), only with the written consent of the Company and the Required Holders, except that:


 






    	 	-40-	 



     


    

 


(a)            no
amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective
as to any Purchaser unless consented to by such Purchaser in writing; and


 


(b)            no
amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject
to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the
Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent
to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2
upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except
as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.


 


Section 17.2.         Solicitation
of Holders of Notes.


 


(a)            Solicitation.
The Company will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect
to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty.
The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17
or any Subsidiary Guaranty to each Purchaser and each holder of a Note promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite Purchasers and holders of Notes.


 


(b)            Payment.
The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of a Note as consideration
for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms and provisions
hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted
or other credit support concurrently provided, on the same terms, ratably to each Purchaser and holder of a Note even if such holder
did not consent to such waiver or amendment.


 


(c)            Consent
in Contemplation of Transfer. Any consent given pursuant to this Section 17 or any Subsidiary Guaranty by a holder of
a Note that has transferred or has agreed to transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate
or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for
or merging with the Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no
force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that
would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes
that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.


 






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Section 17.3.         Binding
Effect, Etc. Any amendment or waiver consented to as provided in this Section 17
or any Subsidiary Guaranty applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon. No course of dealing between the Company and any Purchaser or holder
of a Note and no delay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of
any rights of any Purchaser or holder of such Note.


 


Section 17.4.         Notes
Held by Company, Etc. Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or have directed the taking of any action provided
herein or in any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates
shall be deemed not to be outstanding.


 


Section 18.         Notices.


 


Except to the extent
otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by
an internationally recognized overnight delivery service (charges prepaid) or (d) by e-mail; provided that upon request
of any holder to receive paper copies of such notices or communications, the Company will promptly deliver such paper copies to
such holder. Any such notice must be sent:


 


(i)             if
to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser
Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,


 


(ii)            if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,
or


 


(iii)            if
to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Chief Financial Officer
(Investor Relations), or at such other address as the Company shall have specified to the holder of each Note in writing.


 


Notices under this Section 18 will
be deemed given only when actually received.


 






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Section 19.         Reproduction
of Documents.


 


This Agreement and
all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents
received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic,
electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees
and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction
was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate
the inaccuracy of any such reproduction.


 


Section 20.         Confidential
Information.


 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf
of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that
is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser
as being confidential information of the Company or such Subsidiary, provided that such term does not include information
that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise
becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain
the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser and shall not use the Confidential Information for purposes
of trading in the common stock of the Company listed on the Nasdaq Global Select Market; provided that such Purchaser may
deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates
(to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its
auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially
in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which
it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers
to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser,
(vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery
or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable
to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which
such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and
remedies under such Purchaser’s Notes, this Agreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance
of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that
is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.


 






    	 	-43-	 



     


    

 


In the event that as
a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions
contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality
undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from
this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company,
this Section 20 shall supersede any such other confidentiality undertaking.


 


Section 21.         Substitution
of Purchaser.


 


Each Purchaser shall
have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates
(a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute
Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such
Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu
of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute
Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt
by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement
(other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.


 


Section 22.         Miscellaneous.


 


Section 22.1.         Successors
and Assigns. All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent
holder of a Note) whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise
transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their
respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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Section 22.2.          Accounting
Terms.


 


(a)           All accounting
terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance
with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be
made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of
determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”),
any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards
Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting
Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded
and such determination shall be made as if such election had not been made.


 


(b)            If
the Company notifies the holders of the Notes that the Company requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith.


 


Section 22.3.         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction.


 


Section 22.4.         Construction,
Etc. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to
action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such Person.


 






    	 	-45-	 



     


    

 


Defined terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition
of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution
therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to,
this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law
or regulation as amended, modified or supplemented from time to time.


  


Section 22.5.         Counterparts;
Electronic Contracting. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to
electronic contracting and signatures with respect to this Agreement and the other documents (other than the Notes).  Delivery
of an electronic signature to, or a signed copy of, this Agreement and such other documents (other than the Notes) by facsimile,
email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals
and shall be admissible into evidence for all purposes. The words “execution,” “execute,” “signed,”
 “signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the other documents (other than the Notes) shall be deemed to include electronic signatures, the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Company, or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually
signed counterpart signatures to any document, the Company hereby agrees to use its reasonable endeavors to provide such manually
signed signature pages as soon as reasonably practicable (but in any event within 30 days of such request or such longer period
as the requesting Purchaser and the Company may mutually agree).


 


Section 22.6.         Governing
Law. This Agreement shall be construed and enforced in accordance with, and the rights
of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such
State that would permit the application of the laws of a jurisdiction other than such State.


 


Section 22.7.         Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)  The Company
and each Purchaser irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in
the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement
or the Notes. To the fullest extent permitted by applicable law, the Company and each Purchaser irrevocably waive and agree not
to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court,
any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 






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(b)            The
Company and each Purchaser agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action
or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding
upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the
State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit
upon such judgment.


 


(c)            The
Company and each Purchaser consent to process being served by or on behalf of any holder of Notes in any suit, action or proceeding
of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express
mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at
its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to
said Section. The Company and each Purchaser agree that such service upon receipt (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable
law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed
received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery
service.


 


(d)            Nothing
in this Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit
any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(e)            The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 


* * * * *


 






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If you are in agreement
with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon
this Agreement shall become a binding agreement between you and the Company.


 


	 	Very truly yours,
	 	 	 
	 	WhiteHorse Finance, Inc.
	 	 	 
	 	By:	/s/ Joyson C. Thomas
	 	Name: Joyson C. Thomas
	 	Title: Chief Financial Officer



 


[Signature Page to Note Purchase Agreement]


 






    


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof.


 


	 	Great American Insurance Company
	 	 	 
	 	By:	/s/ Stephen C. Beraha
	 	 	 Name: Stephen C. Beraha
	 	 	 Title: Assistant Vice President



 


	 	Great American Life Insurance Company
	 	 	 
	 	By: 	/s/ Mark F. Muething
	 	 	 Name: Mark F. Muething
	 	 	 Title: President



 


[Signature Page to Note Purchase Agreement]


 






    


     


    

 


This Agreement is hereby


accepted and agreed to as


of the date hereof.


 


	 	Guaranty Income Life Insurance Company
	 	 	 
	 	By: 	/s/ Erik Braun
	 	 	 Name: Erik Braun
	 	 	 Title: Officer



 


[Signature Page to Note Purchase Agreement]


 






    


     


    

 





Defined
Terms


 


As used herein, the
following terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Adjusted
Interest Rate” is defined in Section 1.2(d).


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company,
shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests
of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an Affiliate of the Company. Notwithstanding anything herein to the
contrary, the term “Affiliate” shall not include any Person that constitutes a Portfolio Investment.


 


“Agreement”
means this Note Purchase Agreement, including all Schedules attached to this Agreement.


 


“Amended Credit
Facility” is defined in Section 10.7.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity,
including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.


 


“Anti-Money
Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.


 


“Asset Coverage
Ratio” means the ratio, as in effect from time to time, determined on a consolidated basis for Company and its Subsidiaries,
without duplication, (a) the value of total assets of the Company and its Subsidiaries, less all liabilities and indebtedness
not represented by senior securities to (b) to the aggregate amount of senior securities representing indebtedness of Company
and its Subsidiaries (including this Agreement), in each case as determined pursuant to the Investment Company Act and any orders
of the SEC issued to or with respect to Company thereunder.


 


“Assignee”
is defined in Section 13.2(a).


 


“Assigning
Party” is defined in Section 13.2(a).


 


“Below Investment
Grade Event” is defined in Section 1.2(e).


 


Schedule
A

(to Note Purchase Agreement)


 






    


     


    

 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC,
(b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under
U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially
owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described
in clause (a) or (b).


 


“Business
Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which
commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision
of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or
Miami, Florida are required or authorized to be closed.


 


“Capital Lease”
means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset
and the incurrence of a liability in accordance with GAAP.


 


“Change in
Control” means


 


(i)           the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series
of related transactions, of all or substantially all of the property or assets of the Company and its Subsidiaries, taken as a
whole, to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), other than to any Permitted Holders,


 


(ii)          the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”
or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders)
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the outstanding voting stock of the Company, measured by voting power rather than number of shares; or


 


(iii)         the
approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the Company;


 


provided, however, that any transfer
of the Company’s securities by H.I.G. Capital, L.L.C. or any of its Affiliates shall not be deemed a Change in Control under
clause (i) or (ii) above, as long as an Affiliate of H.I.G. Capital, L.L.C. remains the Company’s investment adviser
until December 4, 2027.


 


“Closing”
is defined in Section 3.


 


“Code”
means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.


 






    A-2


     


    

 


“Company”
is defined in the first paragraph of this Agreement.


 


“Competitor”
means (a) any entity that has elected to be regulated as a “business development company” under the Investment
Company Act; or (b) any Person who is not an Affiliate of the Company or any of its Subsidiaries and who engages, as its primary
business, in (i) the same or similar business as a material business of the Company or any of its Subsidiaries or (ii) the
business of providing loans in the middle market or to venture companies and such Person is not a bank or an insurance company;
provided that:


 


(i)            the
provision of investment advisory services by a Person to a Plan which is owned or controlled by a Person which would otherwise
be a Competitor shall not in any event cause the Person providing such services to be deemed to be a Competitor, provided
that such Person providing such services has established and maintains procedures which will prevent Confidential Information supplied
to such Person from being transmitted or otherwise made available to such Plan; and


 


(ii)           in
no event shall an Institutional Investor be deemed a Competitor if such Institutional Investor is a pension plan sponsored by a
Person which would otherwise be a Competitor but which is a regular investor in privately placed Securities and such pension plan
has established and maintains procedures which will prevent Confidential Information supplied to such pension plan by the Company
from being transmitted or otherwise made available to such plan sponsor.


 


“Confidential
Information” is defined in Section 20.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled”
and “Controlling” shall have meanings correlative to the foregoing.


 


“Control Event”
means the public announcement by the Company of an agreement or letter of intent with respect to a proposed transaction or event
or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in
Control.


 


“Controlled
Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled
Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.


 


“Debt to Equity
Ratio” means ratio of (a) the aggregate amount of Indebtedness of the Company and its Subsidiaries to (b) Shareholders’
Equity at the last day of the immediately preceding fiscal quarter of the Company.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.


 






    A-3


     


    

 


“Default Rate”
means, with respect to any series of Notes, that rate of interest per annum that is 2% above the rate of interest on the Notes
of such series then in effect.


 


“Disclosure
Documents” is defined in Section 5.3.


 


“EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for
such purposes.


 


“Egan Jones”
means Egan Jones Rating Company or if applicable, its successor.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to Hazardous
Materials.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for
U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any such equity interest.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder, in each case
as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under
section 414 of the Code.


 


“Event of
Default” is defined in Section 11.


 


“Existing
Credit Facility” is defined in Section 10.7.


 


“Existing
Facility Additional Provisions” is defined in Section 10.7.


 


“External
Manager” means H.I.G. WhiteHorse Advisers, LLC, a Delaware limited liability company (or any Affiliate of H.I.G. Capital,
L.L.C. that may be so designated as the investment adviser of the Company from time to time).


 


“Family Member”
means, with respect to any individual, any other individual having a relationship of blood (to the second degree of consanguinity),
marriage or adoption to such individual.


 


“Family Trust”
means, with respect to any individual, trusts or other estate planning vehicles established for the primary benefit of such individual
or Family Member or such individual and in respect of which such individual or a bona fide third party serves as trustee or in
a similar capacity.


 






    A-4


     


    

 


“FATCA”
means (a) 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), together with any current or future regulations or
official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation
of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.


 


“Form 10-K”
is defined in Section 7.1(b).


 


“Form 10-Q”
is defined in Section 7.1(a).


 


“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for
purposes of Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International
Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.


 


“Governmental
Authority” means


 


(a)          the
government of


 


(i)            the
United States of America or any state or other political subdivision thereof, or


 


(ii)           any
other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Company or any Subsidiary, or


 


(b)         any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental
Official” means any governmental official or employee, employee of any government-owned or government-controlled entity,
political party, any official of a political party, candidate for political office, official of any public international organization
or anyone else acting in an official capacity.


 


“Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation
of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent
or otherwise, by such Person:


 


(a)          to
purchase such indebtedness or obligation or any property constituting security therefor;


 






    A-5


     


    

 


(b)          to
advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any
working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance
or make available funds for the purchase or payment of such indebtedness or obligation;


 


(c)          to
lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of any other Person to make payment of the indebtedness or obligation; or


 


(d)          otherwise
to assure the owner of such indebtedness or obligation against loss in respect thereof.


 


provided that the term “Guaranty”
shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification
agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured,
such Person has determined that any liability thereunder is remote and such indemnification obligations are not the functional
equivalent of the guaranty of a payment obligations of a primary obligor. In any computation of the indebtedness or other liabilities
of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed
to be direct obligations of such obligor.


 


“Hazardous
Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health
and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall
be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2
and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose
name and address appears in such register.


 


“Indebtedness”
with respect to any Person means, at any time, without duplication,


 


(a)          its
liabilities for borrowed money;


 


(b)          its
redemption obligations in respect of mandatorily redeemable Preferred Stock;


 


(c)          its
liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including all liabilities created or arising under any conditional sale or other title retention agreement
with respect to any such property);


 






    A-6


     


    

 






(d)            (i) all
liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which
would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted
for as Capital Leases;


 


(e)            all
liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed
or otherwise become liable for such liabilities);


 


(f)            all
its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by
banks and other financial institutions (whether or not representing obligations for borrowed money);


 


(g)            the
aggregate Swap Termination Value of all Swap Contracts of such Person; and


 


(h)            any
Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (g) hereof.


 


Indebtedness of any Person shall include
all obligations of such Person of the character described in clauses (a) through (h) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.


 


“INHAM Exemption”
is defined in Section 6.2(e).


 


“Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of
its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company,
savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any
broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund
of any holder of any Note.


 


“Investment
Company Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder
and all exemptive relief, if any, obtained by the Company thereunder, as the same may be amended from time to time.


 


“Investment
Company Act Asset Coverage” means the minimum asset coverage required to be held by the Company to comply with the
Investment Company Act.


 


“Investment
Grade” means a rating of at least “BBB-” or higher by Egan Jones or its equivalent by any other NRSRO.


 


“JPMorgan”
means JPMorgan Chase Bank, National Association.


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest
or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention
agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder
agreements, voting trust agreements and all similar arrangements).


 






    		A-7	 



     


    

 


“Make-Whole
Amount” is defined in Section 8.6.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company
and its Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets
or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations
under this Agreement and the Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary
Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary Guaranty; provided, however,
that no change to such business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole, resulting from, arising out of or relating to any epidemic, pandemic, disease outbreak (including the COVID-19
disease caused by the SARS-CoV-2 virus (including any continuation, worsening, evolution, mutation or variation thereof)) and/or
other health crisis and/or public health event, and/or the worsening of any of the foregoing, shall be deemed to constitute, or
shall be taken into account in determining whether, a Material Adverse Effect has occurred or could or would reasonably be expected
to occur.


 


“Material
Credit Facility” means, as to the Company and its Subsidiaries,


 


(a)            the
Secured Credit Facility, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing
thereof;


 


(b)            the
Note Purchase Agreement dated July 13, 2018 among the Company and the purchasers named therein, including any renewals, extensions,
amendments, supplements, restatements, replacements or refinancing thereof;


 


(c)            the
Note Purchase Agreement dated October 20, 2020 among the Company and the purchasers named therein, including any renewals,
extensions, amendments, supplements, restatements, replacements or refinancing thereof; and


 


(d)            any
other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by
the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee
or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal
to or greater than $25,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date
of the closing of such facility based on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities
equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.


 






    		A-8	 



     


    

 


“Maturity
Date” is defined in the first paragraph of each Note.


 


“MFL Provision”
means any covenant (whether constituting a covenant or an event of default) that requires the Company or any Subsidiary to (i) maintain
any level of financial performance (including without limitation, any specified level of net worth, total assets, cash flows or
net income, however expressed), (ii) maintain any relationship of any component of its capital structure to any other component
thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total
capitalization or to net worth, however expressed), (iii) maintain any measure of its ability to service its indebtedness
(including, without limitation, exceeding any specified ratio of revenues, cash flow or income to interest expense, rental expense,
capital expenditures and/or scheduled payments of indebtedness, however expressed) or (iv) not to exceed any maximum level
of indebtedness, however expressed.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of
ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners.


 


“New Credit
Facility” is defined in Section 10.7.


 


“New Facility
Additional Provisions” is defined in Section 10.7.


 


“Non-U.S.
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States
of America by the Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing
outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to
ERISA or the Code.


 


“Notes”
is defined in Section 1.


 


“NRSRO”
means a Nationally Recognized Statistical Rating Organization so designated by the SEC whose ratings for senior unsecured indebtedness
of business development companies are authorized for use with, and recognized by, the SVO.


 


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


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC
Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.


 






    		A-9	 



     


    

 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted
Holders” means H.I.G. Capital, L.L.C. (or any Affiliate thereof), senior management and employees of H.I.G. Capital,
L.L.C. and its subsidiaries (in each case, as of the date hereof) and their Family Members and Family Trusts.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that
is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding
five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or
any ERISA Affiliate may have any liability.


 


“Portfolio
Investment” means (i) any investment held by the Company or one of its Subsidiaries in their asset portfolio and
(ii) any investment held by the Company or one of its Subsidiaries that is listed on the Company’s consolidated Schedule
of Investments included in any filing with the SEC (or, for investments made during a given quarter and before a consolidated Schedule
of Investments is filed with respect to the end of such quarter, will be listed on the Company’s consolidated Schedule of
Investments to be filed with the SEC with respect to the end of such quarter during which the Investment is made), including, without
limitation, any such Schedule of Investments filed (or to be filed) with any of the Company’s annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, registration statements or prospectuses.


 


“Preferred
Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar
equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of
such Person.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“PTE”
is defined in Section 6.2(a).


 


“Purchaser”
or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and
such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however,
that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as
the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser”
of such Note for the purposes of this Agreement upon such transfer.


 


“Purchaser
Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice
and payment information.


 






    		A-10	 



     


    

 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


 


“Rating”
means a rating of the Notes, which rating shall (a) specifically describe the Notes, including their interest rate, maturity
and Private Placement Number, issued by a NRSRO and (b) in the event such Rating is a “private letter rating”
(i) address the likelihood of payment of both the principal and interest of such Notes (which requirement shall be deemed
satisfied if the rating is silent as to the likelihood of payment of both principal and interest and does not otherwise include
any indication to the contrary), (ii) not include any prohibition against sharing such evidence with the SVO or any other
regulatory authority having jurisdiction over the holders of the Notes, and (iii) include such other information describing
the relevant terms of the Notes as may be required from time to time by the SVO or any other regulatory authority having jurisdiction
over the holders of the Notes.


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is
advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment
advisor.


 


“Replacement
Facilities” means at any time on or after all or any portion of the Secured Credit Facility is expired or terminated,
one or more senior secured credit facilities or similar secured loan agreements to which the Company or the borrower under the
Secured Credit Facility (or any other special purpose vehicle formed by the Company) is a party as borrower and pursuant to which
substantially all of the Company’s assets are pledged, including any guarantees granted thereunder by the Company or such
borrower.


 


“Required
Holders” means (i) prior to the Closing, the Purchasers and (ii) at any time on or after the Closing, the holders
of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any
of its Affiliates).


 


“Responsible
Officer” means any Senior Financial Officer, the chief executive officer, the chief operating officer, the chief compliance
officer, and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.


 


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


 


“SBA”
means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.


 


“SBIC Subsidiary”
means any subsidiary of the Company (or such subsidiary’s general partner or manager entity) that is (a) either (i) a
 “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing
the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment
Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, subsidiary of an entity referred to in clause (a)(i) of
this definition, and (b) designated in writing by the Company as an SBIC Subsidiary.


 






    		A-11	 



     


    

 


“SEC”
means the Securities and Exchange Commission of the United States of America.


 


“Secured Credit
Facility” means that certain second amended and restated loan agreement dated as of December 23, 2015 and amended
and restated as of November 22, 2019, as the same may be amended, amended and restated, supplemented or otherwise modified
from time to time, by and among WhiteHorse Finance Credit I, LLC, as borrower, JPMorgan, as administrative agent and lender,
and the lenders from time to time party thereto.


 


“Securities”
or “Security” shall have the meaning specified in section 2(1) of the Securities Act.


 


“Securities
Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in
effect.


 


“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.


 


“Series A
Notes” is defined in Section 1.


 


“Series B
Notes” is defined in Section 1.


 


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


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning specified in Rule 1-02(w) of
Regulation S-X, promulgated under the Securities Act) of the Company, excluding any Subsidiary of the Company which is (a) a
nonrecourse or limited recourse subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) not consolidated with
the Company for the purposes of GAAP.


 


“Source”
is defined in Section 6.2.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining
to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions
imposed under U.S. Economic Sanctions Laws.


 






    		A-12	 



     


    

 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and
one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person,
and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person
or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture
can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries);
provided, however, that notwithstanding such definition of Subsidiary or the definition of subsidiary under GAAP, a Person
shall not be deemed a Subsidiary for purposes of this Agreement if (a) such Person is a joint venture between the Company
and a third party, (b) the Company owns equity securities of such Person representing 50% of the voting power of all outstanding
equity securities of such Person and (c) pursuant to SEC guidance, the Indebtedness of such Person is not consolidated on
the consolidated financial statements of the Company. Unless the context otherwise clearly requires, any reference to a “Subsidiary”
is a reference to a Subsidiary of the Company. Anything herein to the contrary notwithstanding, the term “Subsidiary”
shall not include any SBIC Subsidiary.


 


“Subsidiary
Guarantor” means each Subsidiary that has executed and delivered a Subsidiary Guaranty.


 


“Subsidiary
Guaranty” is defined in Section 9.7(a).


 


“Substitute
Purchaser” is defined in Section 21.


 


“SVO”
means the Securities Valuation Office of the NAIC.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions,
currency options, spot contracts or any other similar transactions or any of the foregoing (including any options to enter into
any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.
or any International Foreign Exchange Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Swap Contracts.


 


“Synthetic
Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property
(a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is
the lessor.


 






    		A-13	 



     


    

 


“United States
Person” has the meaning set forth in Section 7701(a)(30) of the Code.


 


“Unsecured
Debt” means Indebtedness of the Company with a final maturity greater than one year from the date of determination outstanding
at any time that is not secured in any manner by any Lien on assets of the Company or any of its Subsidiaries.


 


“USA PATRIOT
Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from
time to time in effect.


 


“U.S. Economic
Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by
the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime,
including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability
and Divestment Act and any other OFAC Sanctions Program.


 


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares)
and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries
at such time.


 






    		A-14	 



     


    

 


[Form of
Series A Note]


 


WhiteHorse
Finance, Inc.


 


5.375%
Senior Note Due December 4, 2026


 


	No. [_____]	[Date]
	$[_______]	PPN 96524V A# 3



 


For
Value Received, the undersigned, WhiteHorse Finance, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises
to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars
(or so much thereof as shall not have been prepaid) on December 4, 2026 (the “Maturity Date”), with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.375% per
annum from the date hereof, payable semiannually, on the 4th day of June and December; as may be adjusted in accordance
with Section 1.2 of the Note Purchase Agreement (as hereinafter defined), in each year, commencing with the June or December next
succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default,
on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the
Default Rate (as defined in the hereinafter defined Note Purchase Agreement), payable semiannually as aforesaid (or, at the option
of the registered holder hereof, on demand).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at JPMorgan in New York, New York or at such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Senior Notes, Series A (herein called the “Notes”), issued pursuant to the Note Purchase Agreement,
dated December 4, 2020 (as from time to time amended, the “Note Purchase Agreement”), between the Company
and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6.1 through 6.4 of the Note Purchase Agreement. Unless
otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Schedule
1-A


(to Note Purchase Agreement)


 






    			 



     


    

 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 



	 	WhiteHorse Finance, Inc.
	 	 
	 	 
	 	By:	 
	 	 	[Title]



 






    		1-A-2	 



     


    

 


[Form of
Series B Note]


 


WhiteHorse
Finance, Inc.


 


5.625%
Senior Note Due December 4, 2027


 


	No. [_____]	[Date]
	$[_______]	PPN 96524V B* 6


 


For
Value Received, the undersigned, WhiteHorse Finance, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises
to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars
(or so much thereof as shall not have been prepaid) on December 4, 2027 (the “Maturity Date”), with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.625% per
annum from the date hereof, payable semiannually, on the 4th day of June and December; as may be adjusted in accordance
with Section 1.2 of the Note Purchase Agreement (as hereinafter defined), in each year, commencing with the June or December next
succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default,
on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the
Default Rate (as defined in the hereinafter defined Note Purchase Agreement), payable semiannually as aforesaid (or, at the option
of the registered holder hereof, on demand).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at JPMorgan in New York, New York or at such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Senior Notes, Series B (herein called the “Notes”), issued pursuant to the Note Purchase Agreement,
dated December 4, 2020 (as from time to time amended, the “Note Purchase Agreement”), between the Company
and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6.1 through 6.4 of the Note Purchase Agreement. Unless
otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 


Schedule
1-B


(to Note Purchase Agreement)


 






    			 



     


    

 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


	 	WhiteHorse Finance, Inc.
	 	 
	 	 
	 	By:	 
	 	 	[Title]


 






    		1-B-2