FS Investment Corporation III 8-K



Exhibit 10.1


Execution
version


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT


dated
as of


July
16, 2018


among


JEFFERSON
SQUARE FUNDING LLC


The
Lenders Party Hereto


The
Collateral Administrator, Collateral Agent and Intermediary Party Hereto


and


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,


as
Administrative Agent


 





    	 



    	 



    

 


Table
of Contents


Page




	ARTICLE
    I

THE PORTFOLIO INVESTMENTS
	SECTION
    1.01.   Purchases of Portfolio Investments	25
	SECTION
    1.02.   Procedures for Purchases and Related Advances	26
	SECTION
    1.03.   Conditions to Purchases and Advances	26
	SECTION
    1.04.   Sales of Portfolio Investments	27
	SECTION
    1.05.   Certain Assumptions relating to Portfolio Investments	29
	SECTION
    1.06.   Valuation of Permitted Non-USD Currency Portfolio
Investments and Calculations of Borrowing Base and Net Advances	29
	SECTION
    1.07.   Currency Equivalents Generally	30
	ARTICLE
    II

THE AdvanceS
	SECTION
    2.01.   Financing Commitments	30
	SECTION
    2.02.   [Reserved]	30
	SECTION
    2.03.   Advances; Use of Proceeds	30
	SECTION
    2.04.   Other Conditions to Advances	31
	ARTICLE
    III

ADDITIONAL TERMS APPLICABLE TO THE Advances
	SECTION
    3.01.   The Advances	33
	SECTION
    3.02.   Alternate Rate of Interest	37
	SECTION
    3.03.   Taxes	37
	ARTICLE
    IV

COLLECTIONS AND PAYMENTS
	SECTION
    4.01.   Interest Proceeds	41
	SECTION
    4.02.   Principal Proceeds	42
	SECTION
    4.03.   Principal and Interest Payments; Prepayments; Fees	42
	SECTION
    4.04.   Market Value Cure Account	44
	SECTION
    4.05.   Priority of Payments	45
	SECTION
    4.06.   Payments Generally	46
	SECTION
    4.07.   Termination or Reduction of Financing Commitments	46
	ARTICLE
    V

[RESERVED]
	ARTICLE
    VI

REPRESENTATIONS, WARRANTIES AND COVENANTS
	SECTION
    6.01.   Representations and Warranties	47
	SECTION
    6.02.   Covenants of the Company	50
	SECTION
    6.03.   Amendments of Portfolio Investments, Etc.	57




    	 



    	- ii - 



    

 


	ARTICLE
    VII

EVENTS OF DEFAULT
	ARTICLE
    VIII

ACCOUNTS; COLLATERAL SECURITY
	SECTION
    8.01.   The Accounts; Agreement as to Control	60
	SECTION
    8.02.   Collateral Security; Pledge; Delivery	62
	ARTICLE
    IX

THE AGENTS
	SECTION
    9.01.   Appointment of Administrative Agent and Collateral Agent	65
	SECTION
    9.02.   Additional Provisions Relating to the Collateral Agent and the Collateral Administrator	68
	ARTICLE
    X

MISCELLANEOUS
	SECTION
    10.01.   Non-Petition; Limited Recourse	73
	SECTION
    10.02.   Notices	74
	SECTION
    10.03.   No Waiver	74
	SECTION
    10.04.   Expenses; Indemnity; Damage Waiver; Right of Setoff	74
	SECTION
    10.05.   Amendments	75
	SECTION
    10.06.   Successors; Assignments	76
	SECTION
    10.07.   Governing Law; Submission to Jurisdiction; Etc.	78
	SECTION
    10.08.   Interest Rate Limitation	78
	SECTION
    10.09.   PATRIOT Act	78
	SECTION
    10.10.   Counterparts	79
	SECTION
    10.11.   Headings	79
	SECTION
    10.12.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	79


 


Schedules


Schedule
1   Transaction Schedule


Schedule
2   Contents of Notice of Acquisition


Schedule
3   Eligibility Criteria


Schedule
4   Concentration Limitations


Schedule
5   Initial Portfolio Investments


Schedule
6   Moody's Industry Classifications


Schedule
7   Market Value Supplemental Schedule


 


 


Exhibits


Exhibit
A   Form of Request for Advance


Exhibit
B   Form of Reports



 




    	 



    	 



    

 


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT dated as of July 16, 2018 (this "Agreement") among JEFFERSON SQUARE
FUNDING LLC, as borrower (the "Company"); the Lenders party hereto; STATE STREET BANK AND TRUST COMPANY, in its
capacity as collateral agent (in such capacity, the "Collateral Agent"); STATE STREET BANK AND TRUST COMPANY,
in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); STATE STREET
BANK AND TRUST COMPANY, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary")
and as bank (in such capacity, the "Bank" and, together with the Securities Intermediary in such respective capacities,
the "Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder
(in such capacity, the "Administrative Agent").


The
Company, the Lenders, the Administrative Agent, Citibank, N.A., as collateral agent (the "Retiring Collateral Agent")
and securities intermediary (the "Retiring Intermediary") and Virtus Group, LP, as collateral administrator (the
“Retiring Collateral Administrator”) have entered into that certain Loan Agreement, dated as of May 8, 2015
(as amended by Amendment No. 1 to Loan Agreement dated as of September 8, 2015 and Amendment No. 2 to Loan Agreement dated as
of March 1, 2016, the "Original Agreement") and wish to join the Collateral Agent and the Intermediary as parties
to this Agreement and each such person wishes to become a party to this Agreement.


On
the date hereof, the Retiring Collateral Administrator, the Retiring Intermediary, the Retiring Collateral Agent, the Administrative
Agent, the Collateral Agent and the Intermediary have entered into that certain Appointment, Assignment and Assumption Agreement
(the "Assignment and Assumption Agreement") pursuant to which, inter alia, the Retiring Collateral Administrator,
the Retiring Intermediary and the Retiring Collateral Agent will cease acting in the capacities of collateral administrator, intermediary
and collateral agent under this Agreement and the Collateral Administrator, the Collateral Agent and the Intermediary will commence
acting in such capacities hereunder.


FS
Investment Corporation III (the "Investment Manager") and the Company wish for the Company to continue to acquire
and finance certain corporate loans, other corporate debt securities and other assets (the "Portfolio Investments"),
all on and subject to the terms and conditions set forth herein.


The
Company intends to acquire certain Portfolio Investments from the Parent (in such capacity, the "Seller") pursuant
to the Sale Agreement, including (solely on the date hereof) via Participation Interest under the Participation Agreement.


On
the date hereof, the Company intends to enter into the Permitted Merger and use proceeds of Advances hereunder to repay, or cause
Chestnut Hill to repay, the CapitalOne Facility in full and, in connection therewith, will execute and deliver the Payoff Letter
and the Payment Direction Letter;


The
Company intends to acquire certain Portfolio Investments from Burholme pursuant to the Burholme Transactions and furnish evidence
to the Administrative Agent that such Portfolio Investments have been released from the lien of the secured parties under the
prime brokerage facility to which Burholme is subject;


On
and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association ("JPMCB")
and its respective successors and permitted assigns (together with JPMCB, the "Lenders") have agreed to make
further advances to the Company ("Advances") on the terms set forth herein to the extent specified on the transaction
schedule attached as Schedule 1 hereto (the "Transaction Schedule").




    	 



    	- 2 - 



    

 


Accordingly,
the parties hereto agree to amend and restate the Original Agreement as follows:


Certain
Defined Terms


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


"Accordion
Fee Amount" means (i) 0.75% of the increase in the Financing Commitments of the Lenders resulting from an Accordion Option
Request multiplied by (ii) the ratio, expressed as a percentage, the numerator of which is the number of days from and including
the applicable Accordion Date to and including the last day of the Reinvestment Period and the denominator of which is 1096; provided
that the Accordion Fee Amount in respect of any Accordion Date shall not be lower than 0.25% of the amount of such increase
in the Financing Commitments of the Lenders.


"Accordion
Option" means, on any date prior to the termination of the Reinvestment Period, the option of the Company to request
in writing (which may be by email) (each an "Accordion Option Request") from the Administrative Agent and the
Lenders an increase of the Financing Commitments to up to U.S.$800,000,000; provided that the amount of each Accordion
Option Request shall be not less than U.S.$25,000,000.


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


"Additional
Payment Date" has the meaning set forth in Section 4.05.


"Adjusted
Applicable Margin" means the stated Applicable Margin for Advances set forth on the Transaction Schedule plus 2% per
annum.


"Administrative
Agent" has the meaning set forth in the introductory section of this Agreement.


"Advances"
has the meaning set forth in the introductory section of this Agreement.


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


"Affiliate"
means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with,
such former Person but, which shall not, with respect to the Company, include the obligors under any Portfolio Investment. For
the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the
securities having ordinary voting power for the election of directors of any such Person or (ii) to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.


"Agent"
has the meaning set forth in Section 9.01.


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




    	 



    	- 3 - 



    

 


"Agreement"
has the meaning set forth in the introductory paragraph hereto.


"Amendment"
has the meaning set forth in Section 6.03.


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


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


"Assignment
and Assumption Agreement" has the meaning set forth in the introductory section of this Agreement.


 "Base
Rate" means, for any day, with respect to (i) U.S. dollar denominated Advances, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 0.50%, (ii) CAD denominated Advances, the Canadian Prime Rate, and (iii) with respect to GBP and Euro denominated
Advances, the applicable Reference Bank Base Rate. Any change in the Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Canadian Prime Rate shall be effective from and including the effective date of such change. In the
event that the Base Rate is below zero at any time during the term of this Agreement, it shall be deemed to be zero until it exceeds
zero again.


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


 



	  Net
    Advance  	 	  ≤ 
    AR
	Net
Asset Value  	 




 


Where:


 


AR
= 60%.


 


"Bridge
Commitment" means Financing Commitment of the Lenders to make Advances in an amount greater than $400,000,000 and less
than or equal to $800,000,000, which terminates on the Bridge Termination Date.


"Bridge
Termination Date" means the earlier of (i) April 16, 2019; provided that such date may be extended until October
16, 2019 upon the written request of the Company to the Administrative Agent (with a copy to the Collateral Agent and the Collateral
Administrator) not later than three (3) Business Days prior to the expiration of such period and payment of the Extension Fee
and (ii) such earlier date on which the Financing Commitments (or the Bridge Commitment alone) terminate in accordance with this
Agreement.


"Burholme"
means Burholme Funding LLC, a Delaware limited liability company.




    	 



    	- 4 - 



    

 


"Burholme
Transactions" means, collectively, the sale of Portfolio Investments from Burholme to the Company on the date of this
Agreement.


"Business
Day" means any day on which commercial banks are open in each of New York City and the city in which the corporate trust
office of the Collateral Agent is located; provided that, (i) with respect to any LIBOR related provisions herein or the
payment, calculation or conversion of amounts denominated in GBP, "Business Day" shall be deemed to exclude any day
on which banks are required or authorized to be closed in London, England, (ii) with respect to any provisions herein relating
to the calculation or conversion of amounts denominated in Euros, "Business Day" shall be deemed to exclude any day
on which banks are required or authorized to be closed in London, England or which is not a TARGET2 Settlement Day, and (iii)
with respect to any provisions herein relating to the calculation or conversion of amounts denominated in CAD , "Business
Day" shall be deemed to exclude any day on which banks are required or authorized to be closed in Toronto, Canada.


"CAD"
means Canadian dollars.


"Calculation
Period" means each quarterly period ending on January 15, April 15, July 15 and October 15 of each year during the term
of this Agreement (or, (i) if such date is not a Business Day, then the following Business Day, and (ii) in the case of the last
Calculation Period, the period from and including the preceding Calculation Period Start Date to but excluding the Maturity Date).


"Calculation
Period Start Date" means, with respect to each Calculation Period, the day immediately following the last day of the
preceding Calculation Period.


"Canadian
Prime Rate" means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal
to the PRIMCAN Index rate published by Bloomberg Financial Markets Commodities News (or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided by such service, as determined by the Administrative
Agent from time to time) at 10:15 a.m. Toronto time on such day and (ii) the CDOR Rate for thirty (30) days, plus 1% per annum;
provided that if any the above rates shall be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate shall be effective from
and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively.


"CapitalOne
Facility" means the loan and servicing agreement, dated as of August 13, 2015 (as amended) among Chestnut Hill, Capital
One, National Association ("CapitalOne") and Wells Fargo Bank, National Association, as collateral agent, the
securities account control agreement, dated as of August 13, 2015 (as amended) among Chestnut Hill and Wells Fargo Bank, National
Association, as collateral agent and securities intermediary, and all related transaction documents.


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




    	 



    	- 5 - 



    

 


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


 "CDOR
Rate" means, on any day, an annual rate of interest equal to the average rate applicable to CAD Dollar bankers’
acceptances for a three-month period that appears on the Reuters Screen CDOR Page (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided
on such page of such service, as determined by the Administrative Agent from time to time), rounded to the nearest 1/100th
of 1% (with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if such day is not a
Business Day, then on the immediately preceding Business Day (the "Screen Rate"); provided that if such
Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


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


"Change
of Control" means an event or series of events by which the Parent or its Affiliates, collectively, (i) shall cease to
possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or otherwise)
managers that at all times have a majority of the votes of the board of managers (or similar governing body) of the Company or
to direct the management policies and decisions of the Company or (ii) shall cease, directly or indirectly, to own and control
legally and beneficially all of the equity interests of the Company.


"Charges"
has the meaning set forth in Section 10.08.


"Chestnut
Hill" means Chestnut Hill Funding LLC, a Delaware limited liability company.


"Chestnut
Hill Accounts" means the accounts established by the Chestnut Hill Custodian and subject to the Custodial Agreement and
the Securities Account Control Agreement.




    	 



    	- 6 - 



    

 


"Chestnut
Hill Custodian" means Wells Fargo Bank, National Association.


"Code"
means the Internal Revenue Code of 1986, as amended.


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


"Collateral
Administrator" has the meaning set forth in the introductory section of this Agreement.


"Collateral
Agent" has the meaning set forth in the introductory section of this Agreement.


"Collateral
Principal Amount" means on any date of determination (A) the aggregate principal balance of the Portfolio, including
the funded and unfunded balance on any Delayed Funding Term Loan or Revolving Loan, as of such date plus (B) the amounts
on deposit in the Accounts or any Permitted Non-USD Currency Account, as applicable (including cash and Eligible Investments)
representing Principal Proceeds as of such date minus (C) the aggregate principal balance of all Ineligible Investments
as of such date.


"Collection
Account" means the Interest Collection Account and the Principal Collection Account, collectively.


"Company"
has the meaning set forth in the introductory section of this Agreement.


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


"Concentration
Limitations" has the meaning set forth in Schedule 4.


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


"Credit
Risk Party" has the meaning set forth in Article VII.


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


"Custodial
Agreement" means the Custodial Agreement, dated as of the date hereof, by and between the Company and the Chestnut Hill
Custodian, as custodian, relating to the Chestnut Hill Accounts, together with the related fee letter between the Company and
the Chestnut Hill Custodian.


"Default"
has the meaning set forth in Section 1.03.




    	 



    	- 7 - 



    

 


"Deliver"
(and its correlative forms) means the taking of the following steps by the Company (or the Investment Manager on its behalf):


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


(2)
       in the case of each general intangible, unless Step (1) above or Step (3) below has
been taken, by notifying the obligor thereunder of the security interest of the Collateral Agent;


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


(4)       in
the case of any account (and all amounts held therein, including the MV Cure Account and amounts on deposit therein) which constitutes
a "deposit account" under Article 9 of the UCC, by causing the Intermediary to continuously identify in its books and
records the security interest of the Collateral Agent in such account and, except as may be expressly provided herein to the contrary,
establishing dominion and control over such account in favor of the Collateral Agent; and


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


Notwithstanding
clauses (1) and (3) above, the Company shall ensure (or shall cause the Investment Manager on its behalf to ensure) that all Portfolio
Investments denominated in a Permitted Non-USD Currency and all proceeds thereof shall be deposited in or credited to a Permitted
Non-USD Currency Account.


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


"Deposit
Accounts" has the meaning set forth in Section 8.01(a).


"Designated
Email Notification Address" means credit.notices@fsinvestments.com and FSICIII_Team@fsinvestments.com, provided
that, so long as no Event of Default shall have occurred and be continuing and no Market Value Event shall have occurred,
the Company may, upon at least five (5) Business Day's written notice to the Administrative Agent, the Collateral Administrator
and the Collateral Agent, designate any other email address as the Designated Email Notification Address.




    	 



    	- 8 - 



    

 


"Designated
Independent Broker-Dealer" means J.P. Morgan Securities LLC; provided that, so long as no Market Value Event shall
have occurred and no Event of Default shall have occurred and be continuing, the Investment Manager may, upon at least five (5)
Business Day's written notice to the Administrative Agent, the Collateral Administrator and the Collateral Agent, designate another
Independent Broker-Dealer as the Designated Independent Broker-Dealer.


"Dollar
Equivalent" means, with respect to any Advance denominated in a Permitted Non-USD Currency, the amount of U.S. dollars
that would be required to purchase the amount of such Permitted Non-USD Currency of such Advance using the reciprocal foreign
exchange rates obtained as described in the definition of the term Spot Rate.


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


"Effective
Date" has the meaning set forth in Section 2.04.


"Eligibility
Criteria" has the meaning set forth in Section 1.03.


"Eligible
Investments" has the meaning set forth in Section 4.01.


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


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


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


"Euro"
or "€" means the lawful currency of Participating Member States.




    	 



    	- 9 - 



    

 


"EURIBOR
Rate" means, for each Calculation Period relating to an Advance in Euros, the Euro interbank offered rate administered
by the European Money Markets Institute (or any other person which takes over the administration of that rate) for a three-month
period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson
Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information
service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available,
the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company.
Notwithstanding anything in the foregoing to the contrary, if the EURIBOR Rate as calculated for any purpose under this Agreement
is below zero, the EURIBOR Rate will be deemed to be zero for such purpose until such time as it exceeds zero again.


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


"Excess
Interest Proceeds" means, at any time of determination, the excess of (1) amounts then on deposit in the Accounts or
any Permitted Non-USD Currency Account, as applicable, representing Interest Proceeds over (2) the sum of the projected amount
required to be paid pursuant to Section 4.05(a) and (b) on the next Interest Payment Date, the next Additional Distribution Date
or the Maturity Date, as applicable, as determined by the Company in good faith and in a commercially reasonable manner and verified
by the Administrative Agent.


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


"Expense
Cap Amount" has the meaning set forth in Section 4.05(a).


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




    	 



    	- 10 - 



    

 


"Federal
Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%)
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it.


"Financing
Commitment" means, with respect to each Lender, the commitment of such Lender to provide Advances to the Company hereunder
in an amount up to but not exceeding the amount set forth opposite such Lender's name on the Transaction Schedule that is held
by such Lender at such time.


"Financial
Officer" means the president, any senior vice president, chief financial officer, principal accounting officer, chief
accounting officer, treasurer, assistant treasurer, controller or assistant controller of the Company.


"Foreign
Lender" means a Lender that is not a U.S. Person.


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


"GBP"
means British Pounds.


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


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


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


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


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




    	 



    	- 11 - 



    

 


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


"Ineligible
Investment" means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria; provided
that with respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set
forth on Schedule 3, the Eligibility Criteria in respect of such Portfolio Investment shall be deemed not to include such waived
criteria at any time after such waiver and such Portfolio Investment shall not be considered an "Ineligible Investment"
by reason of its failure to meet such waived criteria; provided further that any Portfolio Investment (other than an Initial
Portfolio Investment) which has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade
Date will be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved;
provided, further, that any Participation Interest granted under the Sale Agreement and the Participation Agreement
on the date hereof that has not been elevated to an absolute assignment on or prior to the 45th calendar day following the Effective
Date (or, if the Investment Manager has provided the Administrative Agent with evidence satisfactory to the Administrative Agent
in its sole discretion that the Company is diligently pursuing such elevation, the 90th calendar day following the Effective Date)
shall constitute an Ineligible Investment until the date on which such elevation has occurred.


"Initial
Portfolio Investments" means the Portfolio Investments listed in Schedule 5.


"Interest
Collection Account" has the meaning set forth in Section 8.01(a).


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


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


"Intermediary"
has the meaning set forth in the introductory section of this Agreement.


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




    	 



    	- 12 - 



    

 


"Investment
Management Agreement" means the Investment Management Agreement, dated as of May 8, 2015, between the Company and the
Investment Manager relating to the management of the Portfolio Investments, as amended, restated, supplemented or otherwise modified
from time to time.


"Investment
Manager" has the meaning set forth in the introductory section of this Agreement; provided that, if FS Investment
Corporation III enters into any merger, consolidation or amalgamation with or into a Permitted BDC, the Permitted BDC or any other
successor entity formed by or surviving such merger, consolidation or amalgamation shall be the Investment Manager so long as
such successor entity expressly assumes the rights and obligations of FS Investment Corporation III concurrently with the consummation
of such merger, consolidation or amalgamation.


"IRS"
means the United States Internal Revenue Service.


"JPMCB"
has the meaning set forth in the introductory section of this Agreement.


"Legacy
Accounts" means each of the accounts established by the Retiring Intermediary pursuant to the Original Agreement and
maintained pursuant to the Assignment and Assumption Agreement.


"Lenders"
has the meaning set forth in the introductory section of this Agreement.


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


"Liabilities"
has the meaning set forth in Section 5.03.


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


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


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


"Loan
Documents" means this Agreement, the Sale Agreement, the Participation Agreement, the Investment Management Agreement,
the Payoff Letter, the Payment Direction Letter, the Custodial Agreement, the Securities Account Control Agreement, the Assignment
and Assumption Agreement and, as the context requires, the Merger Documents, together with all agreements related thereto between
or among the parties hereto and all certificates delivered to the Administrative Agent and/or the Collateral Agent by the Company
or the Investment Manager thereunder.




    	 



    	- 13 - 



    

 


"Margin
Stock" has the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.


"Market
Value" means, on any date of determination, (i) with respect to any Senior Secured Loan, Second Lien Loan or U.S. dollar
denominated corporate debt security, the average indicative bid-side price determined by Markit Group Limited, LoanX, Inc. or
TRACE (or, if the Administrative Agent determines in good faith that such bid price is not available or is not indicative of the
actual current market value, the market value of such Senior Secured Loan, Second Lien Loan or corporate debt security as determined
by the Administrative Agent in good faith and in a commercially reasonable manner) and (ii) with respect to any other Portfolio
Investment, the market value of such Portfolio Investment as determined by the Administrative Agent in good faith and in a commercially
reasonable manner, in each case, expressed as a percentage of par.


So
long as no Market Value Event has occurred or Event of Default has occurred and is continuing, the Investment Manager shall have
the right to initiate a dispute of the Market Value of Portfolio Investments as set forth below; provided that the Investment
Manager provides the bid or valuation set forth below no later than 2:00 p.m. New York City time on the Business Day immediately
following the related date of determination.


If
the Investment Manager disputes the determination of Market Value with respect to any Portfolio Investment (i) whose Market Value
is not determined by the Administrative Agent using Markit Group Limited, LoanX, Inc. or TRACE or (ii) whose price is not determined
by Markit Group Limited, LoanX, Inc. or TRACE based on at least two bids on the applicable date of determination ("Non-Traded
Assets"), the Investment Manager may, with respect to any such Portfolio Investments with an aggregate principal balance
of up to 15% of the average aggregate principal balance of the Non-Traded Assets each calendar quarter (but no more than 50% per
calendar year), engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the
applicable Portfolio Investments and submit evidence of such valuation to the Administrative Agent; provided that if the
Administrative Agent disputes the determination of Market Value made by such Nationally Recognized Valuation Provider, the Administrative
Agent may engage a valuation provider who provides asset valuation services for assets similar to the Portfolio Investments, at
the expense of the Administrative Agent, to provide a valuation of the applicable Portfolio Investments and submit evidence of
such valuation to the Company and the Investment Manager; provided further that the Market Value of such Portfolio Investment
shall be the average of the Market Value provided by Nationally Recognized Valuation Provider selected by the Investment Manager
and the Market Value provided by the valuation provider selected by the Administrative Agent.


With
respect to any Portfolio Investment whose Market Value is determined by the Administrative Agent using two or more bids through
Markit Group Limited, LoanX, Inc. or TRACE, the Investment Manager may, at the expense of the Company, obtain two written executable
bids from Independent Broker-Dealers for an amount not less than the greater of (i) 10% of the aggregate principal amount of such
asset and (ii) $10,000,000, and submit evidence of such bid to the Administrative Agent. If only one written executable bid is
available, the Investment Manager shall seek a written executable bid from J.P. Morgan Securities LLC or its affiliate. If there
are two such bids, the bids shall be averaged. If there is only one such bid, such bid shall be the market value determined pursuant
to this paragraph.




    	 



    	- 14 - 



    

 


The
market value of any Portfolio Investment determined in accordance with the two preceding paragraphs will be the Market Value for
the applicable Portfolio Investment from and after (but not earlier than) the Business Day following receipt of notice of such
valuation by the Administrative Agent until the Administrative Agent has made a good faith and commercially reasonable determination
that the Market Value of such Portfolio Investment has changed, in which case the Administrative Agent may determine another Market
Value (in accordance with the definition of Market Value); provided that, on any future date of determination, the Market
Value of any Portfolio Investment determined in accordance with this paragraph may be disputed by the Investment Manager in accordance
with and subject to the dispute provision above.


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


The
Administrative Agent shall notify the Company, the Investment Manager and the Collateral Administrator in writing of the then-current
Market Value of each Portfolio Investment in the Portfolio no later than the 5th day of each calendar month or upon the reasonable
request of the Investment Manager (but no more frequently than one (1) request per calendar week except during any period in which
the Borrowing Base Test is not satisfied). Any notification from the Administrative Agent to the Company that the events set forth
in clause (A)(i) of the definition of the term Market Value Event have occurred and are continuing shall be accompanied by a written
statement showing the then-current Market Value of each Portfolio Investment.


The
Company acknowledges and agrees that (i) all determinations made by the Administrative Agent in connection with the Market Value
of any Portfolio Investment will be made solely for purposes of this Agreement in accordance with the methodology set forth above,
(ii) neither the Administrative Agent nor any of its Affiliates will have any obligation to provide the same or similar market
value quotations or determinations in any other context, including, without limitation, in connection with any other lending facility
provided by the Administrative Agent or any of its Affiliates (or for which any such person acts in an agency capacity) or any
arrangement whereby the Administrative Agent or any of its Affiliates provides valuation or similar services and (iii) the Administrative
Agent and/or any of its Affiliates may value any Portfolio Investment on its own books and records for any purpose differently
than they are valued for any purpose under this Agreement.


The
additional provisions set forth on Schedule 7 (the "Market Value Supplemental Schedule") shall also apply to
any determinations of "Market Value" and related matters hereunder.




    	 



    	- 15 - 



    

 


"Market
Value Cure" means, on any date of determination, (i) with the consent of the Administrative Agent, the contribution by
the Parent of additional Portfolio Investments and the pledge and Delivery thereof by the Company to the Collateral Agent pursuant
to the terms hereof, (ii) the contribution by the Parent of U.S. dollars or Cash Equivalents to the Company and the pledge and
Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof (which amounts shall be deposited in, or
credited to, as applicable, the MV Cure Account), (iii) the sale by the Company of one or more Portfolio Investments in accordance
with the requirements of this Agreement, (iv) the prepayment by the Company of an aggregate principal amount of Advances (together
with accrued but unpaid interest thereon) or (v) any combination of the foregoing clauses (i), (ii), (iii) and (iv), in each case
during the Market Value Cure Period, at the option of the Investment Manager, and in an amount such that the Net Asset Value exceeds
the product of (a) the Market Value Cure Level specified on the Transaction Schedule and (b) the Net Advances; provided that,
any Portfolio Investment contributed to the Company in connection with the foregoing must meet all of the applicable Eligibility
Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration Limitations shall be satisfied after
such contribution or, if not satisfied immediately prior to such contribution, maintained or improved. For the purposes of any
request for consent of the Administrative Agent pursuant to clause (i) in the immediately preceding sentence, if the Company notifies
the Administrative Agent on the day on which the events set forth in clause (A)(i) of the definition of the term Market Value
Event has occurred and is continuing of its intention to contribute a Portfolio Investment to the Company to cure such event and
requests the related consent thereto, the Administrative Agent shall respond to such request no later than one (1) Business Day
after such notice is received. In connection with any Market Value Cure, a Portfolio Investment shall be deemed to have been contributed
to the Company if there has been a valid, binding and enforceable contract for the assignment of such Portfolio Investment to
the Company and, in the reasonable judgment of the Investment Manager, such assignment will settle, in the case of a Loan, within
fifteen (15) Business Days thereof (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
and, in the case of any other Portfolio Investment, within three (3) Business Days thereof (or such longer period of time agreed
to by the Administrative Agent in its sole discretion). The Investment Manager shall use its commercially reasonable efforts to
effect any such assignment within such time period.


The
Company acknowledges and agrees that (i) all determinations made by the Administrative Agent in connection with the Market Value
of any Portfolio Investment will be made solely for purposes of this Agreement in accordance with the methodology set forth above,
(ii) neither the Administrative Agent nor any of its Affiliates will have any obligation to provide the same or similar market
value quotations or determinations in any other context, including, without limitation, in connection with any other lending facility
provided by the Administrative Agent or any of its Affiliates (or for which any such person acts in an agency capacity) or any
arrangement whereby the Administrative Agent or any of its Affiliates provides valuation or similar services and (iii) the Administrative
Agent and/or any of its Affiliates may value any Portfolio Investment on its own books and records for any purpose differently
than they are valued for any purpose under this Agreement.


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


"Market
Value Cure Period" means the period commencing on the Business Day on which the Investment Manager receives notice from
the Administrative Agent (which if received after 10:00 a.m., New York City time, on any Business Day, shall be deemed to have
been received on the next succeeding Business Day) of the occurrence of the events set forth in clause (A)(i) of the definition
of the term Market Value Event and ending at (x) the close of business in New York two (2) Business Days thereafter or (y) such
later date and time as may be agreed to by the Administrative Agent in its sole discretion.


"Market
Value Event" means (A) the occurrence of both of the following events (i) the Administrative Agent shall have determined
and notified the Investment Manager in writing as of any date that the Net Asset Value does not equal or exceed the product of
(a) the Market Value Trigger specified on the Transaction Schedule and (b) the Net Advances and (ii) a Market Value Cure Failure
or (B) if in connection with any Market Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed
to the Company shall fail to settle within (i) in the case of a Loan, fifteen (15) Business Days (or such longer period of time
agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any
other Portfolio Investment, three (3) Business Days (or such longer period of time agreed to by the Administrative Agent in its
sole discretion) from the related Trade Date thereof; provided that the failure of such sale, contribution or deemed contribution
to settle within the applicable time frame shall not constitute a "Market Value Event" if the Net Asset Value exceeds
the product of (a) the Market Value Cure Level specified on the Transaction Schedule and (b) the Net Advances without giving effect
to such failed sale, contribution or deemed contribution.




    	 



    	- 16 - 



    

 


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


"Material
Amendment" means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment
of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable
to a Lender hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon,
or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled
date of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of
payments required hereby or (v) changes any of the provisions of this definition or the definition of "Required Lenders"
or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder.


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


"Maximum
Rate" has the meaning set forth in Section 10.08.


"Merger
Documents" means the following documents: (i) the Agreement and Plan of Merger, dated as of the date hereof, by and between
the Company and Chestnut Hill, (ii), resolutions adopted by written consent of the board of managers of the Company authorizing
the Permitted Merger, (iii) resolutions adopted by written consent of the board of managers of Chestnut Hill authorizing the Permitted
Merger, (iv) a joint written consent of the sole equity member of each of the Company and Chestnut Hill, (v) an officer's certificate
of a manager of Chestnut Hill certifying, among other things, that Chestnut Hill (a) is duly formed and validly existing and is
in good standing in the State of Delaware, (b) has no outstanding indebtedness (other than the CapitalOne Facility) or other liabilities,
(c) is not subject to any actual or pending litigation,(d) is not subject to any governmental action or investigation, (e) is
Solvent, and (f) has good title to the Portfolio Investments owned by it free of any Liens, (vi) the certificate of merger filed
with the Secretary of State of the State of Delaware on the date of the Merger and (vii) good standing, bankruptcy, judgment,
litigation and tax lien searches with respect to Chestnut Hill, the results of which are satisfactory to the Administrative Agent.


"Mezzanine
Obligation" means a Portfolio Investment which is not a Senior Secured Loan or a Second Lien Loan.




    	 



    	- 17 - 



    

 


"Minimum
Funding Amount" means, on any date of determination, the amount set forth in the table below; provided that, on
and after any Accordion Date, the Minimum Funding Amount shall include 80% of the increase in the Financing Commitment resulting
from the Accordion Option Request.


 


	Period
    Start Date	Period
    End Date	Minimum
    Funding Amount (U.S.$)
	Effective
    Date	The
    last day of the Reinvestment Period	320,000,000
    plus 75% of the then-current Bridge Commitment.


 


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


"Nationally
Recognized Valuation Provider" means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Duff & Phelps
Corp., (iii) Valuation Research Corporation, (iv) Murray, Devine and Company, (v) Houlihan Lokey and (vi) Hilco Capital; provided
that any independent entity providing professional asset valuation services may be added to this definition by the Company
from time to time with the consent of the Administrative Agent or added to this definition by the Administrative Agent from time
to time with the consent of the Company; provided, further, that the Administrative Agent may, with the consent
of the Company, remove any provider from this definition by written notice to the Company and the Investment Manager so long as,
after giving effect to such removal, there are at least three providers designated pursuant to this definition.


"Net
Advances" means the principal amount of the outstanding Advances (inclusive of Advances that have been requested for
any outstanding Purchase Commitments which have traded but not settled) minus the amounts then on deposit in the Accounts or any
Permitted Non-USD Currency Account, as applicable (including cash and Eligible Investments) representing Principal Proceeds.


"Net
Asset Value" means, on any date of determination of the sum of (A) the sum, with respect to each Portfolio Investment
(both owned by the Company and in respect of which there is an outstanding Purchase Commitment that has not settled) other than
the unfunded commitment amount of the Delayed Funding Term Loan or a Revolving Loan, of the product of (x) the Market Value of
such Portfolio Investment multiplied by (y) the funded principal amount of such Portfolio Investment plus (B) the amounts then
on deposit in the Unfunded Exposure Account (including cash and Eligible Investments); provided that, for the avoidance
of doubt, (1) the Concentration Limitation Excess, (2) any Portfolio Investment which has traded but not settled (x) in the case
of a Loan, within fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole
discretion) from the related Trade Date thereof and (y) in the case of any other Portfolio Investment, within three (3) Business
Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date
thereof and (3) any Ineligible Investments will be excluded from the calculation of the Net Asset Value and assigned a value of
zero for such purposes.


"Non-Call
Period" means the period beginning on, and including, the Effective Date and ending on, but excluding, July 16, 2020;
provided that the Non-Call Period shall end on any date on which (i) the Company has submitted not less than 10 Notices
of Acquisition (including all required documents and certifications hereunder) for eligible Portfolio Investments in any twelve
month period and (ii) the Administrative Agent has not approved the Portfolio Investments to be acquired pursuant to 5 of such
Notices of Acquisition.


"Notice
of Acquisition" has the meaning set forth in Section 1.02(a).




    	 



    	- 18 - 



    

 


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


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


"Parent"
means FS Investment Corporation III, or any successor entity formed by or surviving any merger, consolidation or amalgamation
of FS Investment Corporation III with or into a Permitted BDC so long as such successor entity expressly assumes the rights and
obligations of FS Investment Corporation III concurrently with the consummation of such merger, consolidation or amalgamation.


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


"Participating
Member State" means any member state of the European Union that has the Euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


"Participation
Agreement" means the participation agreement, dated as of May 8, 2015, between the Parent and the Company as amended
from time to time.


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


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


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


"Payoff
Letter" means the termination and release of security interest letter, dated as of the date hereof, among Chestnut Hill,
CapitalOne and Wells Fargo Bank, National Association, as collateral agent, in form and substance satisfactory to the Administrative
Agent.


"Permitted
BDC" means each of FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation IV, Corporate Capital
Trust, Inc. and Corporate Capital Trust II, Inc.




    	 



    	- 19 - 



    

 


"Permitted
Distribution" means, on any Business Day, distributions of Interest Proceeds or (during the Reinvestment Period) Principal
Proceeds to the Parent (or other permitted equity holders of the Company) or to the Investment Manager in respect of accrued management
fees payable in accordance with the Investment Management Agreement; provided that amounts may be distributed pursuant
to this definition only to the extent of available Excess Interest Proceeds and Principal Proceeds and only so long as (i) no
Event of Default has occurred and is continuing (or would occur after giving effect to such Permitted Distribution), (ii) no Market
Value Event shall have occurred (or would occur after giving effect to such Permitted Distribution), (iii) the Borrowing Base
Test is satisfied (and will be satisfied after giving effect to such Permitted Distribution); provided that, with respect
to Interest Proceeds, this clause (iii) shall apply only after the Reinvestment Period, (iv) the Company gives at least two (2)
Business Days' prior written notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Administrator,
(v) the Company and the Administrative Agent confirm in writing (which may be by email) to the Collateral Agent and the Collateral
Administrator that the conditions to a Permitted Distribution set forth herein are satisfied and (vi) for Permitted Distributions
of Principal Proceeds in Permitted Non-USD Currencies, proportionate Advances have been repaid; provided further that the
Parent may contribute Portfolio Investments to the Company in order to enable the Company to satisfy the foregoing conditions.


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


"Permitted
Merger" means the merger between the Company and Chestnut Hill contemplated by the Merger Documents.


"Permitted
Non-USD Currency" means CAD, GBP and Euros.


"Permitted
Non-USD Currency Account Opening Notice" has the meaning set forth in Section 8.01(a).


"Permitted
Non-USD Currency Accounts" means any account established by the Intermediary in its own name at its designated custodian
in an applicable jurisdiction to hold cash or Portfolio Investments denominated in a Permitted Non-USD Currency for its clients
on an unsegregated basis.


"Permitted
Revolver Assignee" means any bank or broker-dealer that has a long-term unsecured debt rating (or substantially similar
rating) of at least the lesser of (x) "BBB+" (or its equivalent) from at least one nationally recognized statistical
rating organization and (y) the then-current long-term unsecured debt rating (or substantially similar rating) of JPMCB by such
nationally recognized statistical rating organization.


"Permitted
Successor Advisor" means any joint venture entity between (i) KKR Credit Advisors (US) LLC (and any successor entity
thereto) or its Affiliate and (ii) Franklin Square Holdings, L.P. (and any successor entity thereto) or its Affiliate, pursuant
to which joint venture (a) KKR Credit Advisors (US) LLC or its Affiliate owns at least 50% of the voting equity interests and
(b) at least 50% of the investment committee with the sole authority to make investment-related decisions for the Parent are employees
of KKR Credit Advisors (US) LLC or its Affiliate (and, for the avoidance of doubt, no such investment-related decision may be
made without the consent of such employees or KKR Credit Advisors (US) LLC or its Affiliate).




    	 



    	- 20 - 



    

 


"Permitted
Tax Distribution" means distributions to the Parent (from the Accounts or otherwise) to the extent required to allow
the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or
state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year,
as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar
year, as relevant) of the Parent shall not exceed 115% of the amounts that the Company would have been required to distribute
to the Parent to: (i) allow the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a)
of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such
taxable year, (ii) reduce to zero for any such taxable year the Company's liability for federal income taxes imposed on (x) its
investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital
gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company's liability for
federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the
case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a regulated investment company
under the Code and (B) amounts may be distributed pursuant to this definition only from Excess Interest Proceeds and so long as
(i) the Borrowing Base Test is satisfied, (ii) the Company gives at least two (2) Business Days prior notice thereof to the Administrative
Agent, the Collateral Agent and the Collateral Administrator, (iii) if any such Permitted Tax Distributions are made after the
occurrence and during the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any 90 calendar
day period shall not exceed U.S.$1,000,000 and (iv) the Company and the Administrative Agent have confirmed in writing (which
may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted Tax Distribution
set forth herein are satisfied.


"Person"
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit,
or any other entity, whether acting in an individual, fiduciary or other capacity.


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


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


"Portfolio"
means all Portfolio Investments Purchased hereunder and not otherwise sold or liquidated.


"Portfolio
Investments" has the meaning set forth in the introductory section of this Agreement.


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


"Principal
Collection Account" has the meaning set forth in Section 8.01(a).


"Principal
Proceeds" means all amounts received with respect to the Portfolio Investments or any other Collateral, and all amounts
otherwise on deposit in the Accounts or any Permitted Non-USD Currency Account, as applicable (including cash contributed by the
Company), in each case other than Interest Proceeds or amounts on deposit in the Unfunded Exposure Account.




    	 



    	- 21 - 



    

 


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


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


"Purchase"
means each acquisition of a Portfolio Investment hereunder , including, for the avoidance of doubt, by way of a contribution or
the grant of Participation Interests pursuant to the Participation Agreement by the Parent to the Company pursuant to the Sale
Agreement.


"Purchase
Commitment" has the meaning set forth in Section 1.02(a).


 "Reference
Rate" means (i) with respect to Advances denominated in U.S. dollars and GBP, the LIBO Rate, (ii) with respect to Advances
denominated in CAD, the CDOR Rate, and (iii) with respect to Advances denominated in Euros, the EURIBOR Rate. The Reference Rate
shall be determined by the Administrative Agent as of any Business Day based in each case on the Spot Rate reported by the Collateral
Administrator as of the immediately preceding Business Day, and such determination shall be conclusive absent manifest error.


"Reference
Bank Base Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative
Agent at its request by the Reference Banks:


(a)       in
relation to GBP denominated Advances:


(i)       (other
than where paragraph (a)(ii) below applies) as the rate at which the relevant Reference Bank could borrow funds in the London
interbank market in GBP and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits
in reasonable market size in that currency and for that period; or


(ii)       if
different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors
to the Reuters Screen described in the definition of "LIBO Rate" are asked to submit to the relevant administrator;
and


(b)       in
relation to Euro denominated Advances:


(i)       (other
than where paragraph (b)(ii) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting
to another prime bank for interbank term deposits in Euro within the Participating Member States for the relevant period; or


(ii)       if
different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the Thomson
Reuters screen described in the definition of "EURIBOR Rate" are asked to submit to the relevant administrator.


"Reference
Banks" means, in relation to GBP denominated Advances, the principal office in London of such banks as may be appointed
by the Administrative Agent from time to time in consultation with the Company and, in relation to Euro denominated Advances,
the principal office in Europe of such banks as may be appointed by the Administrative Agent from time to time in consultation
with the Company.


"Register"
has the meaning set forth in Section 3.01(c).




    	 



    	- 22 - 



    

 


"Reinvestment
Period" means the period beginning on, and including, the Effective Date and ending on, but excluding, the earliest of
(i) July 16, 2021, (ii) the date on which a Market Value Event occurs and (iii) the date on which an Event of Default occurs.


"Related
Parties" has the meaning set forth in Section 9.01.


"Required
Lenders" means Lenders with respect to more than 50% or more of the sum of (i) the aggregate principal amount of the
outstanding Advances plus (ii) the aggregate undrawn amount of the outstanding Financing Commitments.


"Responsible
Officer" means with respect to the Collateral Agent or the Collateral Administrator, any officer of the Collateral Agent
or Collateral Administrator, as applicable, customarily performing functions with respect to corporate trust matters and, with
respect to a particular corporate trust matter under this Agreement, any other officer to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject in each case, having direct responsibility for the
administration of this Agreement.


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


"Retiring
Collateral Administrator" has the meaning set forth in the introductory section of this Agreement.


"Retiring
Collateral Agent" has the meaning set forth in the introductory section of this Agreement.


"Retiring
Intermediary" has the meaning set forth in the introductory section of this Agreement.


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


"Revolving
Amount" means, on any date of determination during the Reinvestment Period, the aggregate principal amount of Advances
in excess of the then-current Minimum Funding Amount.


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




    	 



    	- 23 - 



    

 


"Sale
Agreement" means the Sale and Contribution Agreement, dated as of May 8, 2015, by and between the Company and the Parent,
as amended from time to time.


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


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


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


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


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


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


"Securities
Account Control Agreement" means the Securities Account Control Agreement, dated as of the date hereof, by and among
the Company, the Chestnut Hill Custodian, as custodian and securities intermediary and the Collateral Agent, as secured party.


"Securities
Accounts" has the meaning set forth in Section 8.01(a).


"Securities
Intermediary" has the meaning set forth in the introductory section of this Agreement.


"Seller"
has the meaning set forth in the introductory section of this Agreement.




    	 



    	- 24 - 



    

 


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


"Settlement
Date" has the meaning set forth in Section 1.03.


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


"Specified
Matter" means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment,
(b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or
distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions
required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such
Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing
such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage
of lenders required to effect any of the foregoing or (h) materially changes any of the covenants related to the financial condition
of the obligor, including, but not limited to, those related to the ratio of funded indebtedness to EBITDA (or other relevant
accounting metric), senior funded indebtedness to EBITDA (or other relevant accounting metric), interest and fixed charge coverage
ratios and minimum EBITDA (or other relevant accounting metric).


"Spot
Rate" means, as of any date of determination, (x) with respect to actual currency exchange between U.S. dollars and CAD,
Euros or GBP, the applicable currency-U.S. dollar rate available through State Street Bank and Trust Company's banking facilities
(or, if State Street Bank and Trust Company has notified the Administrative Agent and the Company that it will no longer provide
such services or if State Street Bank and Trust Company or one of its affiliates is no longer the Collateral Agent, through such
other source agreed to by the Administrative Agent in writing) and (y) with respect to all other purposes between U.S. dollars
and CAD, Euros or GBP, the applicable currency-U.S. dollar spot rate that appeared on the Bloomberg screen for such currency at
5:00 p.m. New York City time on the immediately preceding Business Day, and in each case with respect to clauses (x) and (y) as
provided by the Collateral Administrator on each Business Day. The determination of the Spot Rate shall be conclusive absent manifest
error.




    	 



    	- 25 - 



    

 


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


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


"Trade
Date" has the meaning set forth in Section 1.03.


"Transaction
Schedule" has the meaning set forth in the introductory section of this Agreement.


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


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


"Unfunded
Exposure Amount" means, on any date of determination, with respect to any Delayed Funding Term Loan or Revolving Loan,
an amount equal to the aggregate amount of all unfunded commitments associated with such Delayed Funding Term Loan or Revolving
Loan, as applicable; provided that, on the last day of the Reinvestment Period, the Unfunded Exposure Amount of any Revolving
Loan shall be an amount equal to the aggregate amount of all potential future funding commitments with respect thereto.


"Unfunded
Exposure Shortfall" means, on any date of determination, an amount equal to the greater of (x) 0 and (y) the aggregate
Unfunded Exposure Amount minus the amounts on deposit in the Unfunded Exposure Account.


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


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


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


ARTICLE
I

THE PORTFOLIO INVESTMENTS


SECTION
1.01.             Purchases of Portfolio Investments. On the
Effective Date, the Company may acquire the Initial Portfolio Investments from the Seller pursuant to the Sale Agreement and the
Participation Agreement, from Burholme through the Burholme Transaction and via the Permitted Merger and the repayment of the
CapitalOne Facility, in each case, subject to the conditions specified in this Agreement. 




    	 



    	- 26 - 



    

 


From
time to time during the Reinvestment Period, the Company may Purchase additional Portfolio Investments, or request that Portfolio
Investments be Purchased for the Company's account, all on and subject to the terms and conditions set forth herein.


SECTION
1.02.             Procedures for Purchases and Related Advances.


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


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


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


SECTION
1.03.             Conditions to Purchases and Advances. No
Purchase Commitment, Purchase or Advance shall be entered into or made unless each of the following conditions is satisfied (or
waived) (provided that only clauses (3) and (4) below shall be applicable to an Advance that does not correspond to any
Purchase Commitment or Purchase) as of the date on which such Purchase Commitment is entered into (such Portfolio Investment's
"Trade Date") or such Advance would otherwise be made and (i) such Portfolio Investment shall not be Purchased,
and any related Advance or (ii) in the case of clauses (3) and (4) below, any other Advance shall not be required to be made available
to the Company by the Lenders, unless each of the following conditions is satisfied or waived as of such Trade Date or proposed
Advance date, as applicable:


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




    	 



    	- 27 - 



    

 


(2)               
with respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a
Loan, the date that is ten (10) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole
discretion) after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is three (3) Business Days
(or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;


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


(4)               
after giving pro forma effect to (i) the Purchase of such Portfolio Investment (if any) and the related Advance (if any) or (ii)
any other Advance hereunder:


(u)       the
Borrowing Base Test is satisfied;


(w)       the
Concentration Limitations shall be satisfied or, if not satisfied immediately prior to such Purchase Commitment, maintained or
improved;


(x)       the
aggregate principal balance of Advances then outstanding will not exceed the limit for Advances set forth in the Transaction Schedule;


(y)       in
the case of a Purchase, the amount of such Advance (if any) shall be not less than U.S.$2,000,000; provided that the amount
of the initial Advance shall be not less than U.S.$300,000,000 (such amount to be in addition to the $400,000,000 aggregate outstanding
amount of Advances outstanding as of the date hereof); and


(z)       the
outstanding principal amount of all Advances denominated in a Permitted Non-USD Currency shall not exceed an amount equal to the
product of (i) 20%, and (ii) the Financing Commitments then in effect.


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


If
the above conditions to a Purchase Commitment, a Purchase or an Advance are satisfied or waived, the Investment Manager shall
determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the
date on which such Purchase (if any) shall settle (the "Settlement Date" for such Portfolio Investment) and/or
on which any related Advance or other Advance shall be provided.


SECTION
1.04.             Sales of Portfolio Investments. The Company
will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative
Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio
Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x)
after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing
and (y) the sale of such asset by the Company shall be on an arm's-length basis at fair market value and in accordance with the
Investment Manager's standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding
Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately
preceding sentence, shall sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection
with such sale.




    	 



    	- 28 - 



    

 


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


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


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


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


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


(A)             
either:


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




    	 



    	- 29 - 



    

 


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


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


Following
the occurrence of a Market Value Event and during the continuation of an Event of Default, in connection with any sale of a Portfolio
Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof,
the Company hereby appoints the Administrative Agent as the Company's attorney-in-fact (it being understood that the Administrative
Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the
place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without
limitation, the power to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable
to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect of the application
of net proceeds of any such sales). None of the Administrative Agent, the Lenders, the Collateral Administrator, the Intermediary,
the Collateral Agent or any Affiliate of any thereof shall incur any liability to the Company, the Investment Manager or any other
Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04,
including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales
of Portfolio Investments or the notice or lack of notice provided to any Person in connection with any such sale, so long as,
in the case of the Administrative Agent only, any such sale does not violate Applicable Law.


Upon
payment in full of the Secured Obligations all remaining proceeds shall be returned to the Company.


SECTION
1.05.             Certain Assumptions relating to Portfolio Investments.
For purposes of all calculations hereunder, any Portfolio Investment for which the trade date in respect of a sale thereof by
the Company has occurred, but the settlement date for such sale has not occurred, shall be considered to be owned by the Company
until such settlement date.


SECTION
1.06.             Valuation of Permitted Non-USD Currency Portfolio
Investments and Calculations of Borrowing Base and Net Advances. For purposes of all valuations and calculations hereunder
(including, as of any date, the calculation of the Borrowing Base Test and Net Advances), the principal amount and Market Value
of all Portfolio Investments and Eligible Investments denominated in a Permitted Non-USD Currency and proceeds denominated in
a Permitted Non-USD Currency on deposit in any Permitted Non-USD Currency Account shall for the purposes of such determination
be converted to U.S. dollars at the Spot Rate in accordance with the definition of such term in consultation with the Administrative
Agent on the applicable date of valuation or calculation, as applicable. Additionally, for all calculations of Net Advances hereunder,
the principal amount of outstanding Advances denominated in a Permitted Non-USD Currency shall for the purposes of such determination
be converted to U.S. dollars at the then-current Spot Rate on the applicable date of calculation.





    	 



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SECTION
1.07.             Currency Equivalents Generally. For purposes
of determining (a) whether the amount of any Advance, together with all other Advances then outstanding or to be made at the same
time as such Advances, would exceed the aggregate amount of the Financing Commitments, (b) the aggregate unutilized amount of
the Financing Commitments and (c) except in connection with the calculation of Net Advances as described in Section 1.06, the
outstanding aggregate principal amount of Advances, the outstanding principal amount of any Advances that are denominated in a
Permitted Non-USD Currency shall be deemed to be the Dollar Equivalent of the amount of Permitted Non-USD Currency of such Advances
determined as of the date such Advances were made. Wherever in this Agreement in connection with an Advance, an amount, such as
a required minimum or multiple amount, is expressed in U.S. dollars, but such Advance is denominated in a Permitted Non-USD Currency,
such amount shall be the Dollar Equivalent of such Permitted Non-USD Currency (rounded to the nearest 1,000 units of such Permitted
Non-US Currency).




ARTICLE
II

THE AdvanceS


SECTION
2.01.             Financing Commitments. Subject to the terms
and conditions set forth herein, only during the Reinvestment Period, each Lender hereby severally agrees to make available to
the Company Advances, in U.S. dollars or a Permitted Non-USD Currency, in an aggregate amount not exceeding the amount of such
Lender's Financing Commitment. The Financing Commitments shall terminate on the earliest of (a) the last day of the Reinvestment
Period (or, in the case of the Bridge Commitment, the Bridge Termination Date), (b) the Maturity Date and (c) the occurrence of
a Market Value Event (or, if earlier, the date of termination of the Financing Commitments pursuant to Article VII). Except as
expressly set forth herein, the Bridge Commitment and the other Financing Commitments and the Advances made pursuant thereto shall
be treated ratably without distinction.


SECTION
2.02.             [Reserved].


SECTION
2.03.             Advances; Use of Proceeds.


(a)               
Subject to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment and/or an Advance set forth
in Section 1.03 as of (i) both the related Trade Date and Settlement Date and/or (ii) the Advance date, as applicable, the Lenders
will (ratably in accordance with their respective Financing Commitments) make the applicable Advance available to the Company
on the related Settlement Date (or otherwise on the related Advance date if no Portfolio Investment is being acquired on such
date) as provided herein.


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


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




    	 



    	- 31 - 



    

 


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


(e)                     
(i) If the Company receives written notice (which, if received after 2:00 p.m., New York City time, on any Business Day, shall
be deemed to have been received on the next succeeding Business Day) or becomes actually aware that an Unfunded Exposure Shortfall
will occur on any Business Day (a "Shortfall Determination Date"), the Company may and (with respect to any Unfunded
Exposure Shortfall not funded pursuant to clause (e)(ii) below shall), deposit cash and/or Eligible Investments from other sources
into the Unfunded Exposure Account to satisfy all or a portion of such Unfunded Exposure Shortfall as of such Shortfall Determination
Date no later than the Business Day following the earlier of (x) receipt of such notice or (y) the Company becoming actually aware
of such Unfunded Exposure Shortfall (the "Shortfall Cutoff Date").


(ii)       To
the extent the Company does not deposit cash and/or Eligible Investments into the Unfunded Exposure Account in amount equal to
the Unfunded Exposure Shortfall as of the Shortfall Determination Date by the Shortfall Cutoff Date, the Company shall be deemed
on such Shortfall Cutoff Date to have requested an Advance on the immediately succeeding Business Day, and the Lenders shall,
subject to the satisfaction of Section 1.03(3) through (4)(y) on the date of such request and the date of such Advance, make a
corresponding Advance on such immediately succeeding Business Day (with written notice to the Collateral Administrator by the
Administrative Agent) in accordance with Article III in amount equal to the remaining Unfunded Exposure Shortfall as of such Shortfall
Determination Date (after giving effect to any deposits of cash and/or Eligible Investments in accordance with clause (e)(i) above,
if any). The proceeds of any such Advance shall be deposited into the Unfunded Exposure Account.


(iii)       After
giving effect to such Advances and other deposits, the amounts (including cash and Eligible Investments) in the Unfunded Exposure
Account shall at all times equal not less than the Unfunded Exposure Amount.


(f)                
Without limitation to clause (e) above, the Company shall not acquire any unfunded commitment under any Revolving Loan or Delayed
Funding Term Loan unless, on a pro forma basis after giving effect to such purchase, the Borrowing Base Test and item 8 of the
Concentration Limitations will each be satisfied.


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




    	 



    	- 32 - 



    

 


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


(b)               
Loan Documents; Merger Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory
evidence that (i) the Loan Documents have been executed and are in full force and effect, (ii) the sales (including the grant
of Participation Interests under the Participation Agreement) and contributions contemplated to occur on the date hereof by the
Sale Agreement and the Participation Agreement shall have been consummated in accordance with the terms thereof and the Administrative
Agent shall have received (A) copies of the electronic trade tickets (and acknowledgement of receipt) related to the Burholme
Transaction and (B) evidence satisfactory to it that the lien of the secured parties under the prime brokerage facility to which
Burholme is subject will be released upon consummation of the sale of Portfolio Investments to the Company and (iii) the Permitted
Merger shall have been consummated.


(c)               
Opinions. The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions
of counsel for the Company, the Investment Manager, the Parent, Chestnut Hill and the Seller, covering such matters relating to
the transactions contemplated hereby and by the other Loan Documents and Merger Documents as the Administrative Agent shall reasonably
request (including, without limitation, certain bankruptcy matters) in writing. Where applicable and satisfactory to the Administrative
Agent, such opinions may be in the form of "bring down" letters.


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


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


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




    	 



    	- 33 - 



    

 


(g)               
Filings. Copies of proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable
under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent
on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder.


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


(i)                
CapitalOne Lien Release. The Administrative Agent has received a fully executed copy of the Payoff Letter and evidence
satisfactory to it that the CapitalOne Lien Release will be obtained concurrently with the disbursement of the initial Advance.


(j)                
Merger Documents. The Administrative Agent shall have received all Merger Documents in form and substance satisfactory
to it.


(k)               
Other Documents. Such other documents as the Administrative Agent may reasonably require.


ARTICLE
III

ADDITIONAL TERMS APPLICABLE TO THE Advances


SECTION
3.01.             The Advances.


(a)               
Making the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each
Lender shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New
York City time to the Collateral Agent for deposit to the Principal Collection Account (or, in the case of Advances denominated
in a Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account); provided that the Company hereby directs
the Lenders to pay the proceeds of the initial Advance hereunder on the Effective Date in accordance with the directions set forth
in the Payment Direction Letter. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate
of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Company
to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the
Company may borrow and prepay Advances. During the Reinvestment Period, the Company may prepay and reborrow any or all of the
Revolving Amount. Except as set forth in the immediately preceding sentence, once drawn, Advances may not be reborrowed. Notwithstanding
the foregoing, the Company may not prepay all or any portion of an Advance on a day and then reborrow hereunder in a different
currency on such day unless such reborrowing is made in connection with the purchase of an additional Portfolio Investment in
accordance with the terms hereof.


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




    	 



    	- 34 - 



    

 


(b)               
Interest on the Advances. All outstanding Advances shall bear interest (from and including the date on which such Advance
is made) at a per annum rate equal to the applicable Reference Rate (except as expressly set forth herein) for each Calculation
Period in effect plus the Applicable Margin for Advances set forth on the Transaction Schedule; provided that, following
the occurrence and during the continuance of an Event of Default, all outstanding Advances and any unpaid interest thereon shall
bear interest (from and including the date of such Event of Default) at a per annum rate equal to the Reference Rate for each
Calculation Period in effect plus the Adjusted Applicable Margin.


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


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


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


(e)               
Illegality. Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify
the Company that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof, makes it unlawful, or any Governmental
Authority asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations hereunder to fund or
maintain Advances hereunder in any applicable currency, then (1) the obligation of such Lender or the Administrative Agent to
fund or maintain Advances in such currency shall immediately be suspended until such time as such Lender or the Administrative
Agent determines (in its sole discretion) that such performance is again lawful, (2) such Lender or the Administrative Agent,
as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental
expenses), until such time as the Advances are required to be prepaid as required under clause (3) below, to transfer all of its
rights and obligations under this Agreement to another of its offices, branches or Affiliates with respect to which such performance
would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then
any outstanding Advances of such Lender in such applicable currency shall be promptly paid in full by the Company (together with
all accrued interest and other amounts owing hereunder) but not later than such date as shall be mandated by law; provided
that, to the extent that any such adoption or change makes it unlawful for the Advances to bear interest by reference to a
particular Reference Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances subject to such Reference
Rate shall bear interest (from and after the last day of the Calculation Period ending immediately after such adoption or change)
at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.
For the avoidance of doubt, no prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection
with any prepayment under clause (3) above.




    	 



    	- 35 - 



    

 


(f)                
Increased Costs.


(i)                
If any Change in Law shall:


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


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


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


(ii)              
A certificate of a Lender or the Administrative Agent, as the case may be, setting forth the amount or amounts necessary to compensate,
and the basis for such compensation of, such Lender, its holding company or the Administrative Agent, as the case may be, as specified
in paragraph (i) of this Section 3.01(f) shall be delivered to the Company and shall be conclusive absent manifest error. The
Company shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


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




    	 



    	- 36 - 



    

 


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


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


(vi)             
If any Lender provides notice of unlawfulness or requests compensation under clause (e) above, this clause (f) or Section 3.03,
then such Lender shall (at the request of the Company) use reasonable efforts to designate a different lending office for funding
or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to clause
(e), this clause (f) or Section 3.03, as the case may be, in the future and (ii) would not subject such Lender to any cost or
expense not required to be reimbursed by the Company and would not otherwise be disadvantageous to such Lender. The Company hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


(g)               
No Set-off or counterclaim. All payments to be made hereunder by the Company in respect of the Advances shall be made without
set-off or counterclaim and in such amounts as may be necessary in order that every such payment shall not be less than the amounts
otherwise specified to be paid under this Agreement, except for Taxes deducted or withheld pursuant to Section 3.03 below.







    	 



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SECTION
3.02.             Alternate Rate of Interest. (a) If prior
to the commencement of any Calculation Period: (x) the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for ascertaining a Reference Rate (including, without limitation,
because such Reference Rate is not available or published on a current basis) for such Calculation Period or (y) the Administrative
Agent is advised by the Required Financing Providers that the applicable Reference Rate, as applicable, for such Calculation Period
will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advance)
included in such Advance for such Calculation Period, then the Administrative Agent shall give notice thereof to the Company,
the Investment Manager, the Collateral Administrator and the Financing Providers by telephone or electronic mail as promptly as
practicable thereafter and, until the Administrative Agent notifies the Company, the Investment Manager, the Collateral Administrator
and the Financing Providers that the circumstances giving rise to such notice no longer exist, if any Advance in such currency
is requested, such Advance shall accrue interest at the Base Rate plus the Applicable Margin for Advances.



(b)       If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) the circumstances
set forth in Section 3.02(a)(x) have arisen and such circumstances are unlikely to be temporary or (y) the circumstances set forth
in Section 3.02(a)(x) have not arisen but the supervisor for the administrator of a Reference Rate or a governmental authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Reference
Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor
to establish an alternate rate of interest to such Reference Rate that gives due consideration to the then prevailing market convention
for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to
this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable.
Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective without any further action or
consent of any other party to this Agreement (but with written notice to the Collateral Administrator and the Investment Manager)
so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate
of interest is provided to the Lenders, a written notice from the Required Financing Providers stating that such Required Financing
Providers object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b)
(but, in the case of the circumstances described in clause (y) of the first sentence of this Section 3.02(b), only to the extent
the Reference Rate for deposits in the applicable currency and such Calculation Period is not available or published at such time
on a current basis), if any Advance is requested, such advance shall accrue interest at the Base Rate plus the Applicable
Margin for Advances.


SECTION
3.03.             Taxes.


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


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




    	 



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


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


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


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


(ii)              
Without limiting the generality of the foregoing,




    	 



    	- 39 - 



    

 


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


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


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


(ii)              
an executed IRS Form W-8ECI (or any applicable successor form);


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


(iv)             
to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY (or any applicable successor form), accompanied
by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership
and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.


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




    	 



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


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


(E)              
The Administrative Agent shall deliver to the Company an electronic copy of an IRS Form W-9 upon becoming a party under this Agreement
and thereafter promptly following any reasonable request by the Company. The Administrative Agent represents to the Company that
it is not subject to backup withholding within the meaning of Section 3406 of the Code, it is a "U.S. person" and a
"financial institution" within the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial institution"
within the meaning of Treasury Regulations Section 1.1471-3T and that it will comply with its obligations to withhold under Section
1441 of the Code and FATCA.


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


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




    	 



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ARTICLE
IV

COLLECTIONS AND PAYMENTS


SECTION
4.01.             Interest Proceeds. The Company shall notify
the obligor with respect to each Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Interest Collection
Account (other than Interest Proceeds denominated in a Permitted Non-USD Currency, which shall be deposited into the applicable
Permitted Non-USD Currency Account). To the extent Interest Proceeds are received other than by deposit into the Interest Collection
Account, the Company shall cause all Interest Proceeds on the Portfolio Investments to be deposited in the Interest Collection
Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Interest Collection
Account all Interest Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the
Investment Manager; provided that Interest Proceeds denominated in a Permitted Non-USD Currency shall be deposited into
the applicable Permitted Non-USD Currency Account. Interest Proceeds on deposit in the Permitted Non-USD Currency Accounts and
not required for the following interest payment in the same currency shall be exchanged into U.S. dollars at the Spot Rate no
later than two (2) Business Days prior to each Interest Payment Date, each Additional Payment Date and the Maturity Date and deposited
into the Interest Collection Account for application as described above at the written direction of the Company or the Investment
Manager on its behalf (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market
Value Event, the Administrative Agent).


Interest
Proceeds deposited into the Interest Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be retained
in such account and held in cash or, with respect to the Interest Collection Account only, invested (and reinvested) at the written
direction of the Company (or the Investment Manager on its behalf) delivered to the Collateral Agent in U.S. dollar denominated
Cash Equivalents selected by the Investment Manager (unless an Event of Default has occurred and is continuing or a Market Value
Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible Investments
shall mature no later than the end of the then-current Calculation Period.


Interest
Proceeds on deposit in the Interest Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be withdrawn
by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an
Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments
in accordance with this Agreement or (ii) to make Permitted Distributions and Permitted Tax Distributions in accordance with this
Agreement.


The
Investment Manager shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines
in good faith that any amounts in the Interest Collection Account (or any Permitted Non-USD Currency Account, as applicable) have
been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in such account may
be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent
(or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the
Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.





    	 



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SECTION
4.02.             Principal Proceeds. The Company shall notify
the obligor with respect to each Portfolio Investment to remit all amounts that constitute Principal Proceeds to the Principal
Collection Account (other than Principal Proceeds denominated in a Permitted Non-USD Currency, which shall be deposited into the
applicable Permitted Non-USD Currency Account). To the extent Principal Proceeds are received other than by deposit into the Principal
Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the
Principal Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited)
to the Principal Collection Account all Principal Proceeds received by it immediately upon receipt thereof in accordance with
the written direction of the Investment Manager; provided that Principal Proceeds denominated in a Permitted Non-USD Currency
shall be deposited into the applicable Permitted Non-USD Currency Account. Principal Proceeds on deposit in the Permitted Non-USD
Currency Accounts may be exchanged into U.S. dollars at the Spot Rate no later than two (2) Business Days prior to each Interest
Payment Date, each Additional Payment Date and the Maturity Date and deposited into the Principal Collection Account for application
as described above at the written direction of the Company or the Investment Manager on its behalf (or, upon the occurrence and
during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent).


All
Principal Proceeds deposited into the Principal Collection Account (or any Permitted Non-USD Currency Account, as applicable)
shall be retained in such account and held in cash or, with respect to the Principal Collection Account only, invested at the
written direction of the Administrative Agent in overnight Eligible Investments selected by the Investment Manager (unless an
Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative
Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds.


Principal
Proceeds on deposit in the Principal Collection Account (or any Permitted Non-USD Currency Account, as applicable) shall be withdrawn
by the Collateral Agent (at the written direction of the Company (or, following the occurrence and during the continuance of an
Event of Default or following the occurrence of a Market Value Event, the Administrative Agent)) and applied (i) to make payments
in accordance with this Agreement, (ii) to make Permitted Distributions in accordance with this Agreement or (iii) towards the
purchase price of Portfolio Investments purchased in accordance with this Agreement, in each case with prior notice to the Administrative
Agent. For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant
to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction
of the Administrative Agent.


The
Investment Manager shall notify the Company, the Administrative Agent and the Collateral Agent if the Investment Manager reasonably
determines in good faith that any amounts in the Principal Collection Account (or any Permitted Non-USD Currency Account, as applicable)
have been deposited in error or do not otherwise constitute Principal Proceeds, whereupon such amounts on deposit in such account
may be withdrawn by the Collateral Agent (at the direction of the Company and with written confirmation from the Administrative
Agent (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event,
the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.


SECTION
4.03.             Principal and Interest Payments; Prepayments;
Fees.


(a)               
The Company shall pay the unpaid principal amount of the Advances in cash in the currency in which each relevant Advance was made
(together with accrued interest thereon) to the Administrative Agent for the account of each Lender on the Maturity Date in accordance
with the Priority of Payments and any and all cash in the Accounts and any Permitted Non-USD Currency Account shall be applied
to the satisfaction of the Secured Obligations on the Maturity Date and on each Additional Payment Date in accordance with the
Priority of Payments.




    	 



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(b)               
Accrued interest on the Advances shall be payable in arrears on each Interest Payment Date, each Additional Payment Date and on
the Maturity Date in accordance with the Priority of Payments; provided that (i) interest accrued pursuant to the proviso
to Section 3.01(b) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Advances, accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. "Interest Payment
Date" means the fifth Business Day after the last day of each Calculation Period. Each payment of interest on an Advance
shall be made in the currency in which such Advance was made.


(c)
(i) Subject to the requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding
Advances in whole or in part (A) on any Business Day that JPMorgan Chase Bank, National Association ceases to act as Administrative
Agent or the sole Required Lender, (B) in connection with a Market Value Cure or (C) during any Calculation Period; provided
that the Company may not prepay any outstanding Advances (other than any Advances forming part of the Bridge Commitment) pursuant
to this Section 4.03(c)(i)(C) during the Non-Call Period. The Company shall notify the Administrative Agent, the Collateral Agent
and the Collateral Administrator by electronic mail of an executed document (attached as a .pdf or similar file) of any prepayment
pursuant to Section 4.03(c)(i)(A) or Section 4.03(c)(i)(C) not later than 2:00 p.m., New York City time, two (2) Business Days
before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount
of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Except in connection with a Market Value Cure, each partial prepayment of outstanding Advances shall
be in an amount not less than U.S.$5,000,000. Prepayments shall be accompanied by accrued and unpaid interest.


(ii)       Each
prepayment or commitment reduction pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) (other than a prepayment of Advances
forming part of the Bridge Commitment) that is made after the Non-Call Period, whether in part or in full, shall, at the request
of any Lender in respect of any prepayment on a date other than an Interest Payment Date, be accompanied by any costs incurred
by it in respect of the breakage of its funding at the LIBO Rate for the related Calculation Period.


(d)               
The Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee in accordance with the
Priority of Payments which shall accrue at 0.75% per annum (or, in the case of any portion of the Financing Commitment of a Lender
constituting part of the Bridge Commitment, 0.50% per annum) on the average daily unused amount of the Financing Commitment of
such Lender (except to the extent that amounts are payable in respect of such unfunded balance pursuant to clause (f) below) during
the period from and including the date of this Agreement to but excluding the last day of the Reinvestment Period; provided,
that if the Financing Commitment of any Lender is reduced as a result of a Bail-In Action, such Lender's commitment fee shall
be calculated based on its Financing Commitment so reduced. For purposes of the foregoing, the Financing Commitment of any Lender
that is not part of the Bridge Commitment shall be considered to be drawn before the portion of such Financing Commitment that
constitutes part of the Bridge Commitment. Accrued commitment fees shall be payable in arrears on each Interest Payment Date,
on the Maturity Date, on each Additional Payment Date and on the date on which the Financing Commitments terminate. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).




    	 



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(e)               
The Company agrees to pay the Administrative Agent for the account of each Lender (i) on the date of this Agreement, an upfront
fee in an aggregate amount equal to U.S.$2,000,000, (ii) on or prior to any date on which the Bridge Termination Date is extended
in accordance with its terms, a fee equal to 0.25% of the Bridge Commitment (the amount set forth in this clause (ii), the "Extension
Fee") and (iii) on any Accordion Date, a fee equal to the Accordion Fee Amount. Once paid, such fees or any part thereof
shall not be refundable under any circumstances (unless the relevant commitment or extension is not actually granted).


(f)                
The Company agrees to pay to the Administrative Agent, for the account of each Lender, an unfunded fee in the amount of the LIBO
Rate for the applicable Calculation period plus the Applicable Margin for Advances on the average daily positive difference
(if any) between the Minimum Funding Amount and the aggregate outstanding principal amount of the Advances during the period from
and including each applicable period start date with respect to the Minimum Funding Amount to but excluding the last day of the
Reinvestment Period. Accrued unfunded fees shall be payable in arrears on each Interest Payment Date, on the Maturity Date, on
each Additional Payment Date and on the date on which the Financing Commitments terminate. All unfunded fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


(g)               
Without limiting Section 4.03(c), the Company shall have the obligation from time to time to prepay outstanding Advances in whole
or in part on any date with proceeds from sales of Portfolio Investments directed by the Administrative Agent pursuant to Section
1.04 and as set forth in Section 8.01(i). Prepayments of any Advance shall be made in the currency drawn and accompanied by accrued
and unpaid interest in the same currency, and with respect to each currency shall be applied to the repayment of the longest outstanding
advance in such currency.


(h)               
Notwithstanding any other provision of this Agreement, each optional repayment by the Company of an Advance hereunder may only
be made if, after giving effect to such repayment, the outstanding principal amount of all Advances denominated in a Permitted
Non-USD Currency does not exceed an amount equal to the product of (i) 15%, and (ii) the Financing Commitments then in effect.


SECTION
4.04.             Market Value Cure Account.


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


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




    	 



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SECTION
4.05.             Priority of Payments. On (w) each Interest
Payment Date, (x) the Maturity Date, (y) each Agent Business Day after the occurrence of a Market Value Event and (z) each Agent
Business Day after the occurrence of an Event of Default and the declaration of the Secured Obligations as due and payable (each
date set forth in clauses (y) and (z) above, an "Additional Payment Date"), the Collateral Agent shall distribute
all amounts in the Collection Account (and, if Interest Proceeds and/or Principal Proceeds are then on deposit in any Permitted
Non-USD Currency Account, such Permitted Non-USD Currency Account) in the following order of priority (the "Priority of
Payments"):


(a)               
to pay (i) first, amounts due or payable to the Collateral Agent, the Collateral Administrator, the Intermediary, the Retiring
Collateral Agent, the Retiring Collateral Administrator, the Retiring Intermediary and the Chestnut Hill Custodian hereunder or
under any other Transaction Document (including fees, out-of-pocket expenses and indemnities) up to a maximum amount under this
clause (i) of U.S.$100,000 on each Interest Payment Date, the Maturity Date and each Additional Payment Date (in the case of any
Additional Payment Date or the Maturity Date, after giving effect to all payments of such amounts on any other Additional Payment
Date or Interest Payment Date occurring in the same calendar quarter) and (ii) second, any other accrued and unpaid fees
and out-of pocket expenses (other than the commitment fee and unfunded fees payable to the Lenders, but including Lender indemnities)
due hereunder or under any other Transaction Document, up to a maximum amount under this clause (ii) of U.S.$100,000 on each Interest
Payment Date, the Maturity Date and each Additional Payment Date (in the case of any Additional Payment Date or the Maturity Date,
after giving effect to all payments of such amounts on any other Additional Payment Date or Interest Payment Date occurring in
the same calendar quarter) including, in the case of clauses (i) and (ii), any such amounts that were due and not paid on any
previous Interest Payment Date or Additional Payment Date (the maximum amounts specified above, collectively, the "Expense
Cap Amount");


(b)               
to pay interest due in respect of the Advances and any increased costs and commitment fees and unfunded fees payable to the Lenders
(pro rata based on amounts due);


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


(d)               
prior to the end of the Reinvestment Period, at the direction of the Investment Manager, to fund the Unfunded Exposure Account
up to the Unfunded Exposure Amounts;


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


(f)                
to make any Permitted Distributions and Permitted Tax Distributions directed pursuant to this Agreement; and


(g)               
(i) on any Interest Payment Date, to deposit any remaining amounts in the Principal Collection Account (or, with respect to any
such amounts denominated in a Permitted Non-USD Currency, in the applicable Permitted Non-USD Currency Account) as Principal Proceeds
and (ii) on the Maturity Date and any Additional Payment Date, any remaining amounts to the Company.




    	 



    	- 46 - 



    

 


(h)               
Subject to Section 4.06(b), with respect to any amounts payable under Sections 4.05(a) through (g) above resulting from an Advance
denominated in a Permitted Non-USD Currency, such amounts shall be paid using Interest Proceeds and/or Principal Proceeds denominated
in such currency from the applicable Permitted Non-USD Currency Account.


SECTION
4.06.             Payments Generally. 


(a)               
All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in
writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative
Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the
Collateral Administrator may conclusively rely) and the Investment Manager of the calculation of amounts payable to the Lenders
in respect of the Advances and the amounts payable to the Investment Manager. At least two (2) Business Days prior to each Interest
Payment Date, the Administrative Agent shall deliver an invoice to the Investment Manager, the Collateral Agent and the Collateral
Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent
for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof,
all payments by the Company hereunder shall be made without setoff or counterclaim. All interest hereunder shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). Notwithstanding any other provision of this Agreement, any payment of principal of an Advance hereunder shall be
made in the currency in which such Advance was made.


(b)               
If after receipt of an invoice from the Administrative Agent pursuant to Section 4.06(a) and at least one (1) Business Day prior
to any Interest Payment Date or the Maturity Date, the Collateral Agent shall have notified the Company, the Collateral Administrator
and the Administrative Agent that the Company does not have a sufficient amount of funds in a Permitted Non-USD Currency on deposit
in the applicable Permitted Non-USD Currency Account that will be needed (1) to pay to the Lenders all of the amounts required
to be paid in such Permitted Non-USD Currency on such date and/or (2) to pay any expenses required to be paid in accordance with
the Priority of Payments, in each case, in the Permitted Non-USD Currency required for such payment (a "Currency Shortfall"),
then, so long as no Event of Default shall have occurred and be continuing and no Market Value Event has occurred, the Company
shall exchange (or shall direct the Collateral Agent to exchange), in each case with the consent of the Administrative Agent,
amounts in U.S. dollars held in the Interest Collection Account or the Principal Collection Account, as applicable, for such Permitted
Non-USD Currency in an amount necessary to cure such Currency Shortfall. Each such exchange shall occur no later than one Business
Day prior to such Payment Date or the Maturity Date, as applicable, and shall be made at the spot rate of conversion at the time
of conversion utilizing the Collateral Agent's foreign exchange desk. If for any reason the Company shall have failed to effect
any such currency exchange by such date, then the Administrative Agent shall be entitled to (but shall not be obligated to) direct
such currency exchange on behalf of the Company.


(c)       At
any time following the occurrence of a Market Value Event or if an Event of Default has occurred and is continuing, the Administrative
Agent may in its sole discretion direct the Securities Intermediary or the Bank, as applicable, to exchange amounts held in each
Permitted Non-USD Currency Account for U.S. dollars or to exchange amounts held in the Accounts for one or more Permitted Non-USD
Currencies, in each case at the spot rate at the time of conversion (utilizing the Collateral Agent's foreign exchange desk) for
application hereunder.


SECTION
4.07.             Termination or Reduction of Financing Commitments.




    	 



    	- 47 - 



    

 


(a)               
After the Non-Call Period (or any other date if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent
or the sole Required Lender), the Company shall be entitled at its option and upon three (3) Business Days' prior written notice
to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Administrator) to either (i) terminate the
Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest, all applicable premium and
all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in
part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances; provided that any such
termination or reduction with respect to Financing Commitments constituting part of the Bridge Commitment may be effected prior
to the end of the Non-Call Period. In addition, the Financing Commitments shall be reduced by the amount of any prepayment of
Advances pursuant to Section 4.03(c)(i)(C) during the Reinvestment Period that exceeds the Revolving Amount.


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


(c)               
The Financing Commitments shall be irrevocably reduced by all amounts that are used to prepay or repay Advances following the
occurrence of a Market Value Event or an Event of Default.


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


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


(f)                
The Bridge Commitment shall be automatically terminated on the Bridge Termination Date.


ARTICLE
V

[RESERVED]


ARTICLE
VI

REPRESENTATIONS, WARRANTIES AND COVENANTS


SECTION
6.01.             Representations and Warranties. The Company
represents to the other parties hereto solely with respect to itself that as of the date hereof and each Trade Date (or as of
such other date as maybe expressly set forth below):


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


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




    	 



    	- 48 - 



    

 


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


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


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


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


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


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


(i)                
(x) it does not have underlying assets which constitute "plan assets" within the meaning of the Plan Asset Rules; and
(y) neither it nor any ERISA Affiliate has within the last six years sponsored, maintained, contributed to, or been required to
contribute to and does not have any liability with respect to any Plan;


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


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


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




    	 



    	- 49 - 



    

 


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


(n)               
(x) it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions actually known
to it to which it is subject, and all other matters actually known to it that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect and (y) no information (other than projections, forward-looking information,
general economic data, industry information or information relating to third parties) heretofore furnished by or on behalf of
the Company in writing to the Administrative Agent or any Lender in connection with this Agreement or any transaction contemplated
hereby (after taking into account all updates, modifications and supplements to such information) contains (or, to the extent
any such information was furnished by a third party, to the Company's actual knowledge contains), when taken as a whole, as of
its delivery date, any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (or, if not prepared by or under the direction of
the Company, does not omit to state such a fact to the Company's knowledge);


(o)               
all of the conditions to the acquisition of the Portfolio Investments specified in Section 1.03 have been satisfied or waived;


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


(q)               
the Company is and will be treated as a disregarded entity for U.S. federal income tax purposes;


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


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


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




    	 



    	- 50 - 



    

 


(u)               
none of (i) the Company or its officers or (ii) to the knowledge of the Company, any director, manager or agent of the Company
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No Advances, use of proceeds or other transaction contemplated by the Agreement will directly, or to the knowledge of the Company,
indirectly violate Anti-Corruption Laws or applicable Sanctions;


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


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


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


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


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


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


(bb)           
no ERISA Event has occurred; and


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


SECTION
6.02.             Covenants of the Company. The Company:




    	 



    	- 51 - 



    

 


(a)               
shall at all times: (i) maintain at least one independent manager or director (who is in the business of serving as an independent
manager or director) provided that the Company shall not be in breach of this covenant if an independent director resigns, is
unable to serve or is otherwise incapacitated so long as the Company and/or its governing body replaces such independent director
promptly and in any event within 10 Business Days after obtaining knowledge thereof; (ii) maintain its own separate books and
records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other
Person; (iv) to the extent it is required to have a board of managers, have a board of managers separate from that of any other
Person; (v) file its own Tax returns, except to the extent that the Company is treated as a "disregarded entity" for
tax purposes and is not required to file any Tax returns under Applicable Law, and pay any Taxes so required to be paid under
Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Company
has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person;
(vii) conduct its business in its own name and comply with all organizational formalities to maintain its separate existence;
(viii) maintain separate financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm's length
relationship with the Parent and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy
the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including
for shared office space, if applicable; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted
by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding
regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and
liabilities and pay its operating expenses and liabilities from its own assets; (xvii) not acquire the obligations or any securities
of its Affiliates; (xviii) cause the managers, officers, agents and other representatives of the Company to act at all times with
respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; and (xix) maintain
at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole
member from the Company, shall immediately become the member of the Company in accordance with its organizational documents.


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


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


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




    	 



    	- 52 - 



    

 


(e)               
shall comply with Anti-Corruption Laws and applicable Sanctions and shall remain subject to policies and procedures maintained
in effect and enforced by the Parent that are designed to ensure compliance by the Company, its agents and their respective directors,
managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions;


(f)                
shall not amend (1) any of its constituent documents or (2) any document to which it is a party in any manner that would reasonably
be expected to adversely affect the Lenders in any material respect, without, in each case, the prior written consent of the Administrative
Agent;


(g)               
shall not (A) permit the validity or effectiveness of this Agreement or any grant hereunder to be impaired, or permit the Lien
of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to this Agreement, any other Loan Document or the Advances, except as may be expressly
permitted hereby or (B) take any action that would cause the Lien of this Agreement not to constitute a valid perfected security
interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof, as applicable,
except for Permitted Liens and inchoate liens arising by operation of law;


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


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


(j)                
shall do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as
a limited liability company and take all reasonable action to maintain its rights, franchises, licenses and permits material to
its business in the jurisdiction of its formation and (ii) qualify and remain qualified as a limited liability company in good
standing in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Loan
Documents or any of the Collateral;


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


(l)                
shall not merge into or consolidate with any Person (other than the Permitted Merger) or dissolve, terminate or liquidate in whole
or in part, in each case, without the prior written consent of the Administrative Agent;


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




    	 



    	- 53 - 



    

 


(n)               
shall ensure that (i) its affairs are conducted so that its underlying assets do not constitute "plan assets" within
the meaning of the Plan Asset Rules, and (ii) neither it nor any ERISA Affiliate sponsors, maintains, contributes to or is required
to contribute to or has any liability with respect to any Plan;


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


(p)               
shall promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following
financial statements, reports and information: (i) as soon as available, but in any event within 120 days after the end of each
fiscal year of the Parent, a copy of the audited consolidated and consolidating balance sheet of the Parent and its consolidated
Subsidiaries as at the end of such year, the related consolidated and consolidating statements of income for such year and the
related consolidated statements of changes in net assets and of cash flows for such year, setting forth in each case in comparative
form the figures for the previous year; provided, that the financial statements required to be delivered pursuant to this
clause (i) which are made available via EDGAR, or any successor system of the Securities Exchange Commission, in the Parent's
annual report on Form 10-K, shall be deemed delivered to the Administrative Agent on the date such documents are made so available;
(ii) as soon as available and in any event within 45 days after the end of each fiscal quarter of each fiscal year (other than
the last fiscal quarter of each fiscal year), an unaudited consolidated and consolidating balance sheet of the Parent and its
consolidated Subsidiaries as of the end of such fiscal quarter and including the prior comparable period (if any), and the unaudited
consolidated and consolidating statements of income of the Parent and its consolidated Subsidiaries for such fiscal quarter and
for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, and the unaudited
consolidated statements of cash flows of the Parent and its consolidated Subsidiaries for the period commencing at the end of
the previous fiscal year and ending with the end of such fiscal quarter; provided, that the financial statements required
to be delivered pursuant to this clause (ii) which are made available via EDGAR, or any successor system of the Securities Exchange
Commission, in Parent's quarterly report on Form 10-Q, shall be deemed delivered to the Administrative Agent on the date such
documents are made so available; and (iii) from time to time, such other information or documents (financial or otherwise) as
the Administrative Agent or the Required Lenders may reasonably request so long as such information or documents are within the
possession of the Company or may be obtained with neither undue burden nor expense;


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




    	 



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(r)                
shall permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably
request, (A) to inspect and make copies of and abstracts from its records relating to the Portfolio Investments and (B) to visit
its properties in connection with the collection, processing or managing of the Portfolio Investments for the purpose of examining
such records, and to discuss matters relating to the Portfolio Investments or such Person's performance under this Agreement and
the other Loan Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters. The
Company agrees to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard
to the foregoing; provided that such assistance shall not interfere in any material respect with the Company's or the Investment
Manager's business and operations. So long as no Event of Default has occurred and is continuing, such visits and inspections
shall occur only (i) upon five (5) Business Days' prior written notice, (ii) during normal business hours and (iii) no more than
once in any calendar year. Following the occurrence and during the continuance of an Event of Default, there shall be no limit
on the timing or number of such inspections and only two (2) Business Days' prior notice will be required before any inspection;


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


(t)                
shall not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that the
Company may make Permitted Distributions and Permitted Tax Distributions subject to the other requirements of this Agreement;


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


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


(w)             
other than pursuant to the Sale Agreement, shall not transfer to any of its Affiliates any Portfolio Investment purchased from
any of its Affiliates (other than sales to Affiliates conducted on terms and conditions consistent with those of an arm's length
transaction and at fair market value);




    	 



    	- 55 - 



    

 


(x)               
shall (i) if the Company or the Investment Manager receives materials or information indicating that an event of default (however
defined in the applicable underlying instruments) or an event that, with notice or lapse of time or both, will become an event
of default has occurred with respect to any Portfolio Investment, promptly upon receipt thereof by the Company or the Investment
Manager notify the Administrative Agent thereof via e-mail or by telephone, (ii) if the Company or the Investment Manager receives
any management discussion and analysis with respect to a Specified Matter, not more than five (5) Business Days following receipt
thereof by the Company or the Investment Manager, post on a password protected website maintained by the Investment Manager to
which the Administrative Agent will have access and (iii) with respect to all other matters, not later than ten (10) Business
Days following receipt of such information or materials by the Company or the Investment Manager, post on a password protected
website maintained by the Investment Manager to which the Administrative Agent will have access, with respect to each obligor
of a Portfolio Investment, without duplication of any other reporting requirements set forth in this Agreement or any other Loan
Document, any management discussion and analysis provided by such obligor and any financial reporting packages with respect to
such obligor and with respect to each Portfolio Investment for such obligor (including any attached or included information, statements
and calculations); provided, that, to the extent such information is made available via EDGAR (or any successor system
of the Securities and Exchange Commission), such information shall be deemed delivered to the Administrative Agent on the date
such documents are made so available. The Company shall cause the Investment Manager to provide such other information as the
Administrative Agent may reasonably or, if such institution has no short-term rating, request with respect to any Portfolio Investment
or obligor (to the extent reasonably available to the Investment Manager);


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


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


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


(bb)           
shall ensure that all Portfolio Investments denominated in a Permitted Non-USD Currency and all proceeds thereof are at all times
deposited in or credited to a Permitted Non-USD Currency Account except to the extent that any such proceeds are transferred to
an Account in accordance with this Agreement or any such Portfolio Investment is sold in accordance with this Agreement;


(cc)            
shall not hire any employees;




    	 



    	- 56 - 



    

 


(dd)           
shall not maintain any bank accounts or securities accounts other than the Accounts;


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


(ff)              
shall not make or incur any capital expenditures except as reasonably required to perform its functions in accordance with this
Agreement;


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


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


(ii)              
shall apply the proceeds of the initial Advance on the Effective Date in accordance with the Payment Direction Letter, including
the payment of amounts due under the CapitalOne Facility and the prime brokerage facility to which Burholme is subject in order
to obtain the release of the Liens of such facilities over such Portfolio Investments;


(jj)              
shall not cancel, terminate or consent to or accept any cancellation or termination of, amend, modify or change in any manner
any term or condition of the Management Agreement in any manner that adversely affects the Lenders in any material respect;


(kk)           
concurrently with any delivery of financial statements under Section 6.02(p)(i) and (ii), shall furnish to the Administrative
Agent a certificate of a Financial Officer certifying as to whether the Company has knowledge that a Default has occurred or is
occurring during the applicable period and, if a Default has occurred or is occurring, specifying the details thereof and any
action taken or proposed to be taken with respect thereto;


(ll)              
shall take such further actions as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the
Permitted Merger, all actions contemplated by the Payoff Letter with respect to the CapitalOne Facility and all actions required
to release the lien of the secured parties under the prime brokerage facility to which Burholme is subject have occurred and any
additional actions so requested in order to obtain certifications, releases or similar assurances from any party thereto with
respect to such actions.


(mm)       
shall give notice to the Administrative Agent promptly in writing upon the occurrence of any of the following:




    	 



    	- 57 - 



    

 


(1)               
any Adverse Proceeding;


(2)               
any Default or Event of Default; and


(3)               
any adverse claim asserted against any of the Portfolio Investments, the Accounts or any other Collateral or any adverse claim
asserted against any Permitted Non-USD Currency Account regarding which the Company or the Investment Manager has knowledge.


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


ARTICLE
VII

EVENTS OF DEFAULT


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


(a)               
the Company shall fail to pay (i) any principal amount owing by it in respect of the Secured Obligations when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) any
other amount owing by it in respect of the Secured Obligations (whether for interest, fees or other amounts owing by it) within
two (2) Business Days of the earlier of (x) the Company becoming aware of such failure or (y) receipt of written notice by the
Company of such failure;


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




    	 



    	- 58 - 



    

 


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


(d)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of any Credit Risk Party or its debts, or of a substantial part of its assets, under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit Risk Party or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving
or ordering any of the foregoing shall be entered;


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


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


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


(h)               
any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction
for the payment of money in an aggregate amount in excess of U.S.$5,000,000 (after giving effect to insurance, if any, available
with respect thereto) shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed
for a period of sixty (60) days after the date on which the right to appeal has expired;




    	 



    	- 59 - 



    

 


(i)                
an ERISA Event occurs; provided that, in the case of an ERISA Event described in clause (2) of the definition of "ERISA
Event", such ERISA Event would reasonably be expected to have a Material Adverse Effect;


(j)                
a Change of Control occurs without the prior written consent of the Administrative Agent;


(k)               
the Company or the pool of Collateral shall become required to register as an "investment company" within the meaning
of the Investment Company Act of 1940, as amended;


(l)                
the Investment Manager (i) resigns as Investment Manager under the Investment Management Agreement, (ii) assigns any of its obligations
or duties as Investment Manager in contravention of the terms of the Investment Management Agreement or (iii) otherwise ceases
to act as Investment Manager in accordance with the terms of the Investment Management Agreement;


(m)             
the Net Asset Value is less than the product of (1) the Net Advances multiplied by (2) 121.21% and such deficit is not remedied
within two (2) Business Days of delivery of notice thereof by the Administrative Agent;


(n)               
(i) failure of the Company to fund the Unfunded Exposure Account when required in accordance with Section 2.03(e) other
than in the case that any Lender fails to make the Advance required in accordance with Section 2.03(e) or (ii) failure
of the Company to satisfy its obligations in respect of unfunded obligations with respect to any Delayed Funding Term Loan or
Revolving Loan other than if the Company provides the Administrative Agent with written notice in reasonable detail stating that
it has elected not to fund any applicable amount due to a good faith contractual dispute with respect to the related Portfolio
Investment or a determination by the Company that an advance is not required under its underlying instruments; provided
that the failure of the Company to undertake any action set forth in this clause (n) is not remedied within two (2) Business Days;
or


(o)               
A Permitted Successor Advisor ceases to be the investment advisor to the Parent without the prior written consent of the Administrative
Agent;


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




    	 



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ARTICLE
VIII

ACCOUNTS; COLLATERAL SECURITY


SECTION
8.01.             The Accounts; Agreement as to Control.


(a)               
Establishment and Maintenance of Accounts. The Company hereby appoints State Street Bank and Trust Company (i) as Securities
Intermediary to establish, and the Securities Intermediary does hereby establish, each of the "Custodial Account",
the "Interest Collection Account", the "Principal Collection Account", the "MV Cure
Account" and the "Unfunded Exposure Account" as securities accounts identified on the Transaction Schedule
(such accounts and any successor accounts, the "Securities Accounts"), each to be maintained by the Securities
Intermediary, as a "securities intermediary" (within the meaning of Section 8-102(a)(14) of the UCC), in the name of
the Company subject to the lien of the Collateral Agent under this Agreement, and (ii) as Bank to establish, and the Bank does
hereby establish, each of the deposit accounts identified on the Transaction Schedule (such accounts and any successor accounts,
the "Deposit Accounts" and, together with the Securities Accounts, the "Accounts"), each to
be maintained by the Bank, as a "bank" (within the meaning of Section 9-102(a)(8) of the UCC), in the name of the Company
subject to the lien of the Collateral Agent under this Agreement. In addition, the Company hereby directs the Securities Intermediary
to establish as promptly as practicable after the date hereof one or more Permitted Non-USD Currency Accounts for the purposes
of holding cash and Portfolio Investments denominated in a Permitted Non-USD Currency pursuant to the terms hereof. Promptly upon
establishment of each such Permitted Non-USD Currency Account, the Securities Intermediary shall provide a written notice to each
of the Company, the Collateral Agent, the Collateral Administrator and the Administrative Agent setting forth, with respect to
such Permitted Non-USD Currency Account, the applicable country and currency, the name of the designated custodian in such country
and the account name (if applicable) and number of such Permitted Non-USD Currency Account (each such notice, a "Permitted
Non-USD Currency Account Opening Notice").


(b)               
Collateral Agent in Control of Accounts. Each of the parties hereto hereby agrees that:


(i)                
the Securities Accounts are and shall be treated as "securities accounts" (within the meaning of Section 8-501(a) of
the UCC) and the Collateral Agent is the "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC)
of such Accounts;


(ii)              
the Deposit Accounts are "deposit accounts" (within the meaning of Section 9-102(a)(29) of the UCC) and the Collateral
Agent is the "customer" (within the meaning of Section 4-104(1)(e) of the UCC) of such Accounts;


(iii)            
 all Collateral in the form of cash held by the Intermediary shall be held in a Deposit Account, which may be a subaccount of
another Account;


(iv)             
the Intermediary shall not change the name or account number of any of the Accounts without the prior written consent of the Collateral
Agent, and, so long as no Event of Default has occurred and is continuing under this Agreement, without the prior written consent
of the Company;


(v)               
each Account shall at all times be held and maintained through an office of the Securities Intermediary or the Bank, as applicable,
located in the State of New York or the Commonwealth of Massachusetts; and




    	 



    	- 61 - 



    

 


(vi)             
 all Collateral delivered to the Intermediary pursuant to this Agreement will be promptly credited to the appropriate Account,
subject to the terms of this Agreement.


(c)               
Except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise
each financial asset credited to each Account and, without limitation, each Permitted Non-USD Currency Account. The parties hereto
agree that the Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts and the Permitted
Non-USD Currency Accounts originated by the Collateral Agent and no other Person (and without further consent by any other Person);
and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal
over each Account and each Permitted Non-USD Currency Account. The only permitted withdrawals from the Accounts and the Permitted
Non-USD Currency Accounts shall be in accordance with the provisions of this Agreement.


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


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


(f)                
Reserved.


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


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




    	 



    	- 62 - 



    

 


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


(j)                
Unfunded Exposure Account.


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


(ii)              
While no Event of Default has occurred and is continuing and no Market Value Event has occurred and subject to satisfaction of
the Borrowing Base Test (after giving effect to such release), the Investment Manager may direct, by means of an instruction in
writing to the Intermediary (with a copy to the Collateral Administrator), the release of funds on deposit in the Unfunded Exposure
Account (i) for the purpose of funding the Company's unfunded commitments with respect to Delayed Funding Term Loans and Revolving
Loans, for deposit into the Principal Collection Account and (ii) so long as no Unfunded Exposure Shortfall exists or would exist
after giving effect to the withdrawal. Following the occurrence and during the continuance of an Event of Default or following
the occurrence of a Market Value Event, at the written direction of the Administrative Agent (at the direction of the Required
Lenders) (with a copy to the Collateral Administrator), the Intermediary shall transfer all amounts in the Unfunded Exposure Account
to the Principal Collection Account to be applied pursuant to Section 4.05. Upon the direction of the Company by means
of an instruction in writing to the Intermediary (with a copy to the Collateral Administrator, the Collateral Agent and the Administrative
Agent), any amounts on deposit in the Unfunded Exposure Account in excess of outstanding funding obligations of the Company shall
be released to the Principal Collection Account to prepay the outstanding Advances.


SECTION
8.02.             Collateral Security; Pledge; Delivery.


(a)               
Grant of Security Interest. As collateral security for the prompt payment in full when due of all the Company's obligations
to the Agents and the Lenders (collectively, the "Secured Parties") under this Agreement (collectively, the "Secured
Obligations"), the Company hereby pledges to the Collateral Agent and grants a continuing security interest in favor
of the Collateral Agent in all of the Company's right, title and interest in, to and under (in each case, whether now owned or
existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper, electronic
chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other property of
any type or nature owned by it (all of the property described in this clause (a) being collectively referred to herein as "Collateral"),
including, without limitation: (1) each Portfolio Investment, (2) all of the Company's interests in the Accounts and the Permitted
Non-USD Currency Accounts and, in each case, all investments, obligations and other property from time to time credited thereto,
(3) the Sale Agreement, the Participation Agreement, the Investment Management Agreement, the Merger Documents, the Custodial
Agreement, the Assignment and Assumption Agreement, the Securities Account Control Agreement and any other Loan Document and all
rights related to each such agreement, (4) all other property of the Company and (5) all proceeds thereof, all accessions to and
substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.




    	 



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


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


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


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


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


(iv)             
Endorse any checks, drafts, or other writings in the Company's name to allow collection of the Collateral;


(v)               
Take control of any proceeds of the Collateral;


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


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




    	 



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After
the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds
of any sale or transfer of the Collateral shall be delivered to the Company.


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


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


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


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


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




    	 



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(i)                
Other Accounts. For purposes of this Section 8.02 (including, without limitation, the grant set forth in Section 8.02(a))
and all of the rights and remedies of the Collateral Agent for the benefit of the Secured Parties hereunder, "Accounts"
shall be deemed to include the Chestnut Hill Accounts and the Legacy Accounts. The Collateral Agent shall have control over the
Chestnut Hill Accounts as set forth in the Securities Account Control Agreement and the Company acknowledges and agrees that the
Legacy Accounts shall be subject to the control of the Collateral Agent in accordance with this Agreement and the Assignment and
Assumption Agreement to the same extent that it has control over the Securities Accounts and the Deposit Accounts.


ARTICLE
IX

THE AGENTS


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


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


No
Agent or the Collateral Administrator shall have any duties or obligations except those expressly set forth herein. Without limiting
the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary
powers, except that the foregoing shall not limit any duty expressly set forth in this Agreement to include such rights and powers
expressly contemplated hereby that such Agent is required to exercise as directed in writing by (i) in the case of the Collateral
Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Lenders, or (B) in all other cases, the Administrative
Agent or (ii) in the case of any Agent, the Required Lenders (or such other number or percentage of Lenders as shall be necessary
under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained
by the financial institution serving in the capacity of such Agent (except insofar as provided to it as Agent hereunder) or any
of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the
request or direction of the Administrative Agent (in the case of the Collateral Administrator and the Collateral Agent only) or
the Required Lenders (or such other number or percentage of Lenders that shall be permitted herein to direct such action or forbearance),
nor shall any Agent nor the Collateral Administrator be liable in the absence of its own gross negligence, bad faith, fraud or
willful misconduct. None of the Collateral Agent, the Collateral Administrator or the Intermediary shall be deemed to have knowledge
of any Default, Event of Default, Market Value Event or failure of the Borrowing Base Test unless and until a Responsible Officer
has received written notice thereof from the Company, a Lender or the Administrative Agent. None of the Collateral Agent, the
Collateral Administrator, the Intermediary or the Administrative Agent shall be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness,
genuineness, value or sufficiency of this Agreement, any other agreement, instrument or document or the Collateral, or (v) the
satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to such
Agent. None of the Collateral Agent, the Collateral Administrator, the Intermediary or the Administrative Agent shall be required
to risk or expend its own funds in connection with the performance of its obligations hereunder if it reasonably believes it will
not receive reimbursement therefor hereunder.




    	 



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


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


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


Each
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by it; provided, however, that any such sub-agent receiving payments from the Company shall be a "U.S. person"
and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial
institution" within the meaning of Treasury Regulations Section 1.1471-3T. No Agent shall be responsible for any misconduct
or negligence on the part of a non-Affiliated sub-agent or attorney appointed by such Agent with due care. Each Agent and any
such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and its Affiliates (the "Related Parties")
for such Agent. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties
of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.




    	 



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Subject
to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral
Agent, the Intermediary and the Administrative Agent may resign at any time upon 30 days' notice to each other agent, the Lenders,
the Investment Manager and the Company. Upon any such resignation, the Required Lenders shall have the right (with, so long as
no Event of Default has occurred and is continuing, the consent of the Company and the Investment Manager) to appoint a successor;
provided, however, that any such successor receiving payments from the Company shall be a "U.S. person"
and a "financial institution" within the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial
institution" within the meaning of Treasury Regulations Section 1.1471-3T. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Administrator,
Collateral Agent, Intermediary or Administrative Agent, as applicable, gives notice of its resignation, then the Administrative
Agent may, on behalf of the Lenders, appoint a successor which shall be a financial institution with an office in New York, New
York, or an Affiliate of any such financial institution. If no successor shall have been so appointed by the Administrative Agent
and shall have accepted such appointment within sixty (60) days after the retiring agent gives notice of its resignation, such
agent may petition a court of competent jurisdiction for the appointment of a successor; provided, however, that
any such successor receiving payments from the Company shall be a "U.S. person" and a "financial institution"
within the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial institution" within the meaning of
Treasury Regulations Section 1.1471-3T. Upon the acceptance of its appointment as Collateral Administrator, Intermediary, Administrative
Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring agent, and the retiring agent shall be discharged from its duties
and obligations hereunder. After the retiring agent's resignation hereunder, the provisions of this Article and Sections 5.03
and 10.04 shall continue in effect for the benefit of such retiring agent, its sub-agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Administrator, Intermediary,
Administrative Agent or Collateral Agent, as the case may be.


Subject
to the appointment and acceptance of a successor as provided in this paragraph, each of the Collateral Administrator, the Collateral
Agent and the Intermediary may be removed at any time with 30 days' notice by the Company (with the written consent of the Administrative
Agent), with notice to the Collateral Administrator, the Collateral Agent, the Intermediary, the Lenders and the Investment Manager.
Upon any such removal, the Company shall have the right (with the written consent of the Administrative Agent) to appoint a successor
to the Collateral Agent, the Collateral Administrator and/or the Intermediary, as applicable; provided, however,
that any such successor receiving payments from the Company shall be a "U.S. person" and a "financial institution"
within the meaning of Treasury Regulations Section 1.1441-1 and a "U.S. financial institution" within the meaning of
Treasury Regulations Section 1.1471-3T. If no successor to any such Person shall have been so appointed by the Company and shall
have accepted such appointment within thirty (30) days after such notice of removal, then the Administrative Agent may appoint
a successor which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial
institution. Upon the acceptance of its appointment as Collateral Administrator, Intermediary or Collateral Agent, as the case
may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and
duties of the removed agent, and the removed agent shall be discharged from its duties and obligations hereunder. After the removed
agent's removal hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit
of such removed agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken
by any of them while it was acting as Collateral Administrator, Intermediary or Collateral Agent, as the case may be.




    	 



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


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


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


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


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


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


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


The
rights, protections and immunities given to the Agents in this Section 9.01 shall (to the extent not already expressly available
and applicable above) likewise be available and applicable to the Intermediary and the Collateral Administrator.


SECTION
9.02.             Additional Provisions Relating to the Collateral
Agent and the Collateral Administrator.


(a)               
Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of
the Administrative Agent or the Required Lenders) for the maintenance, preservation or protection of any of the Collateral or
of its security interest therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental
thereto;



    	 



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provided that in each case the Collateral Agent shall have no obligation to take any such action in the absence
of such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is
contrary to Applicable Law or (2) is reasonably likely to subject the Collateral Agent to any loss, liability, cost or expense,
unless the Administrative Agent or the Required Lenders, as the case may be, issuing such instruction make provision reasonably
satisfactory to the Collateral Agent for payment of same. With respect to other actions which are incidental to the actions specifically
delegated to the Collateral Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder,
but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon
the written direction of the Administrative Agent.


If,
in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action,
the Collateral Agent shall request written instructions from the Administrative Agent as to the course of action desired by it.
The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants in performing its duties
hereunder.


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


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


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




    	 



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


(f)                
Execution by the Collateral Agent and the Collateral Administrator. The Collateral Agent and the Collateral Administrator
are executing this Agreement solely in their capacity as Collateral Agent and Collateral Administrator hereunder and in no event
shall have any obligation to make any Advance, provide any Advance or perform any obligation of the Administrative Agent hereunder.


(g)               
Concerning the Collateral Administrator. The Collateral Administrator shall perform the following functions from time to
time:


(i)                
Within fifteen (15) days after the date of this Agreement, establish and maintain a collateral database with respect to the Collateral
(the “Collateral Database”), based upon data initially furnished to it by the Retiring Collateral Administrator
and the Investment Manager, upon which the Collateral Administrator may conclusively rely;


(ii)               
Update the Collateral Database promptly and on an ongoing basis for changes, and to reflect the sale or other disposition of the
Portfolio Investments included in the Collateral and the addition to the Collateral of additional assets constituting Collateral
from time to time, in each case based upon, and to the extent of, information furnished to the Collateral Administrator by or
on behalf of the Company or Investment Manager as may be reasonably required by the Collateral Administrator, or by the agents
for the obligors from time to time;


(iii)            
Provide information contained in the Collateral Database to the Administrative Agent and the Investment Manager on behalf of the
Company, as the Collateral Administrator and the Administrative Agent or Investment Manager, as applicable, shall reasonably agree;


(iv)             
Track the receipt and daily allocation to the Interest Collection Account, the Principal Collection Account and each Permitted
Non-USD Currency Account, as applicable, with respect to Interest Proceeds and Principal Proceeds and the outstanding balance
therein, and any withdrawals therefrom and, on each Business Day, provide to the Investment Manager and the Administrative Agent
the daily report as described in Exhibit B hereto (with each daily report delivered on a Business Day prior to an Interest
Payment Date, Additional Payment Date or Maturity Date including all payments to be made on such Interest Payment Date, Additional
Payment Date or Maturity Date pursuant to the Priority of Payments);


(v)               
Reasonably cooperate with the Administrative Agent and the Investment Manager in such Person’s review of the reports as
described in this Agreement; and


(vi)             
Prepare and deliver the daily and quarterly reports specified, and substantially in the forms provided for in, Exhibit B hereto,
by calculating, using the information contained in the Collateral Database and provide the results of such calculations to the
Administrative Agent and the Investment Manager so that the Administrative Agent or the Investment Manager, as applicable, may
confirm such results.




    	 



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(vii)           
The Investment Manager shall assist and cooperate with the Collateral Administrator in connection with the matters described herein.
Without limiting the generality of the foregoing, the Investment Manager shall advise in a timely manner the Collateral Administrator
of the results of any determinations, designations and selections made by it as required or permitted to be made by it or the
Company (or Investment Manager on its behalf) under this Agreement and supply the Collateral Administrator with such other information
as is maintained by the Investment Manager that the Collateral Administrator may from time to time request with respect to the
Collateral and is reasonably needed to complete the reports and certificates required to be prepared by the Collateral Administrator
hereunder or required to permit the Collateral Administrator to perform its obligations hereunder (including determinations of
Excess Interest Proceeds, the aggregate principal balance of Portfolio Investments and compliance with the Concentration Limitations,
as applicable) and to permit the Company and the Investment Manager to perform their obligations under this Agreement with respect
thereto and any other information that may be reasonably required under this Agreement with respect to a Portfolio Investment
(including as to its status as a Delayed Funding Term Loan, Second Lien Loan, Synthetic Security, Structured Finance Obligation
or Senior Secured Loan). Nothing herein shall obligate the Collateral Administrator to determine independently the correct characterization
or categorization of any item of Collateral under this Agreement (it being understood that any such characterization, classification
or categorization shall be based exclusively upon the determination and notification received by the Collateral Administrator
from the Retiring Collateral Administrator or Investment Manager, as the case may be). The Collateral Administrator shall have
no obligation to determine whether any Asset meets the definition of (i) Collateral or (ii) Eligible Investment. The Investment
Manager shall review and verify the contents of the aforesaid reports, instructions, statements and certificates and shall send
such reports, instructions, statements and certificates to the Company for execution.


(viii)         
If, in performing its duties under this Agreement, the Collateral Administrator is required to decide between alternative courses
of action or if there are alternative methodologies that can be used in connection with any calculations required to be performed
by the Collateral Administrator hereunder, the Collateral Administrator may request written instructions from the Administrative
Agent as to the course of action desired by the Administrative Agent or the methodology as to be used by the Collateral Administrator.
If the Collateral Administrator does not receive such instructions within three (3) Business Days after it has requested them,
the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral
Administrator shall act in accordance with instructions received after such three Business Day period except to the extent it
has already taken, or committed itself to take, action inconsistent with such instructions. The Collateral Administrator shall
be entitled to rely on the advice of legal counsel and independent accountants in performing its duties hereunder and shall be
deemed to have acted in good faith if it acts in accordance with such advice.




    	 



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(ix)             
The Collateral Administrator will have no responsibility under this Agreement other than to render the services expressly called
for hereunder. The Collateral Administrator shall incur no liability to anyone in acting upon, and may conclusively rely upon,
any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond
or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party
or parties. The Collateral Administrator may exercise any of its rights or powers hereunder or perform any of its duties hereunder
either directly or by or through agents or attorneys, and the Collateral Administrator shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed hereunder with due care by it. Neither the Collateral Administrator
nor any of its affiliates, directors, officers, shareholders, members, agents or employees will be liable to the Investment Manager,
the Company or any other Person, except by reason of acts or omissions by the Collateral Administrator constituting bad faith,
willful misfeasance, gross negligence or reckless disregard of the Collateral Administrator’s duties hereunder. The Collateral
Administrator shall in no event have any liability for the actions or omissions of the Company, the Investment Manager or any
other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused
by inaccurate, untimely or incomplete information or data received by it from the Company, the Investment Manager or another Person
except to the extent that such inaccuracies or errors are caused by the Collateral Administrator’s own bad faith, willful
misfeasance, gross negligence or reckless disregard of its duties hereunder. The Collateral Administrator shall not be liable
for failing to perform or any delay in performing its specified duties hereunder which results from or is caused by a failure
or delay on the part of the Company, the Investment Manager or any other Person in furnishing necessary, timely and accurate information
to the Collateral Administrator. The duties and obligations of the Collateral Administrator and its employees or agents shall
be determined solely by the express provisions of this Agreement and they shall not be under any obligation or duty except for
the performance of such duties and obligations as are specifically set forth herein, and no implied covenants shall be read into
this Agreement against them.


(x)               
The Collateral Administrator may rely conclusively on any notice, certificate or other document (including telecopier or other
electronically transmitted instructions, documents or information) furnished to it hereunder and reasonably believed by it in
good faith to be genuine. The Collateral Administrator shall not be liable for any action taken by it in good faith and reasonably
believed by it to be within the discretion or powers conferred upon it, or taken by it pursuant to any direction or instruction
by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby
for such action. The Collateral Administrator shall not be bound to make any investigation into the facts or matters stated in
any certificate, report or other document; provided, however, that, if the form thereof is prescribed by this Agreement, the Collateral
Administrator shall examine the same to determine whether it conforms on its face to the requirements hereof. The Collateral Administrator
shall not be deemed to have knowledge or notice of any matter unless actually known to an officer of the Collateral Administrator
responsible for the administration of this Agreement. Under no circumstances shall the Collateral Administrator be liable for
indirect, punitive, special or consequential damages (including lost profits), even if the Collateral Administrator has been advised
of such loss or damage and regardless of the form of action under or pursuant to this Agreement, its duties or obligations hereunder
or arising out of or relating to the subject matter hereof. It is expressly acknowledged by the Company and the Investment Manager
that application and performance by the Collateral Administrator of its various duties hereunder shall be based upon, and in reliance
upon, data and information provided to it by the Retiring Collateral Administrator, the Investment Manager, and/or the Company,
as the case may be, with respect to the Collateral, and the Collateral Administrator shall have no responsibility for the accuracy
of any such information or data provided to it by such Persons. Nothing herein shall impose or imply any duty or obligation on
the part of the Collateral Administrator to verify, investigate or audit any such information or data, or to determine or monitor
on an independent basis whether any obligor under the Collateral is in default or in compliance with the underlying documents
governing or securing such Portfolio Investments, from time to time, the role of the Collateral Administrator hereunder being
solely to perform certain mathematical computations and data comparisons and to provide certain reports and other deliveries,
as provided herein. For purposes of monitoring changes in ratings, the Collateral Administrator shall be entitled to use and rely
(in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall have no
liability for any inaccuracies in the information reported by, or other errors or omissions of, any such services.




    	 



    	- 73 - 



    

 


(xi)             
To the extent of any ambiguity in the interpretation of any definition or term contained in the Loan Agreement, the Collateral
Administrator shall request direction from the Administrative Agent as to the interpretation used, and the Collateral Administrator
shall follow such direction, and together with the Collateral Agent, shall be entitled to conclusively rely thereon without any
responsibility or liability therefor.


(xii)           
Notwithstanding the foregoing, nothing contained in this Section 9.02(g) shall be deemed to limit, amend or restrict the
rights or authorities of the Administrative Agent and/or the Required Lenders otherwise set forth herein to determine Market Value
(or related matters) or to exercise any other rights or authorities granted to it (or them) herein.


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


ARTICLE
X

MISCELLANEOUS


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




    	 



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


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


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


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


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




    	 



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


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


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


SECTION
10.05.         Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including, without limitation, a writing evidenced by a facsimile transmission
or electronic mail) and executed by each of the Agents, the Collateral Administrator, and the Required Lenders; provided
that the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 3 or Schedule
4 in its sole discretion; provided further that none of the Collateral Agent, the Collateral Administrator or the Intermediary
shall be required to execute any amendment that affects its rights, duties, protections or immunities; provided further
that any Material Amendment shall require the prior written consent of each Lender affected thereby; provided, further
that if any Lender wishes to assign rights and obligations under this Agreement other than its rights and obligations with
respect to the Revolving Amount separately from its rights and obligations with respect to the Revolving Amount, any amendment
to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to permit the
assignment of rights and obligations of such Lender other than its rights and obligations with respect to the Revolving Amount
separately from its rights and obligations with respect to the Revolving Amount (including, without limitation, by creating two
separate loan tranches) and which would not (i) result in an increase or decrease in the rights, duties or liabilities of the
Investment Manager, (ii) modify the interest rate or stated commitment fees or prepayment premiums applicable to the Advances,
(iii) impose additional fees on the Company or require the Company to pay out-of-pocket expenses with respect to the implementation
of such amendment, (iv) impose any increased or new legal or regulatory burden on the Company or the Investment Manager or (v)
affect the permitted amount or timing of Permitted Distributions shall not be required to be executed by the Investment Manager.




    	 



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SECTION
10.06.         Successors; Assignments.


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


(b)               
Subject to the conditions set forth below, any Lender may assign to any other Person, all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Financing Commitment and the Advances at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and the Company; provided
that the consent of the Company shall not be required for an assignment to any bank, insurance company or broker-dealer except
that the consent of the Company shall be required for an assignment of any or all of the Revolving Amount to a bank or broker-dealer
that is not a Permitted Revolver Assignee; provided, further, that no consent of the Administrative Agent (in the
case of the initial Lender only) or the Company shall be required for an assignment of any Financing Commitment to an assignee
that is a Lender (or any Affiliate thereof) with a Financing Commitment immediately prior to giving effect to such assignment;
provided, further, that, following the occurrence and during the continuance of an Event of Default or following
the occurrence of a Market Value Event, a Lender may assign its rights and obligations under this Agreement (including all or
a portion of its Financing Commitment and the Advances at the time owing to it) to any person without the consent of the Company
or (in the case of the initial Lender) the Administrative Agent.


Assignments
shall be subject to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender's rights and obligations under this Agreement; and (B) the parties to each assignment shall execute
and deliver to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative
Agent.


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




    	 



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


(c)               
Any Lender may sell participations to one or more banks or other entities (a "Lender Participant") in all or
a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Financing Commitment
and the Advances owing to it); provided that (1) such Lender's obligations under this Agreement shall remain unchanged,
(2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (3) the
Company, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement; provided, further, that, so long as no Event of Default shall
have occurred and be continuing and no Market Value Event shall have occurred, if any such Lender Participant is not a bank, an
insurance company or a broker-dealer, the consent of the Company to such sale will be required. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Lender Participant, agree to any Material Amendment
that affects such Lender Participant.


(d)               
Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on
which it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each Lender
Participant's interest in the Advances or other obligations under this Agreement (the "Participant Register");
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Lender Participant or any information relating to a Lender Participant's interest in any commitments, loans,
letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.




    	 



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(e)               
The Company agrees that each Lender Participant shall be entitled to the benefits of Sections 3.01(e), 3.01(f) and 3.03 (subject
to the requirements and limitations therein, including the requirements under Section 3.03(f) (it being understood that the documentation
required under Section 3.03(f) shall be delivered to the Lender that sells the participation)) to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Lender
Participant (A) agrees to be subject to the provisions of Section 3.01(f) relating to replacement of Lenders as if it were an
assignee under paragraph (b) of this Section 10.06 and (B) shall not be entitled to receive any greater payment under Sections
3.01(e), 3.01(f) and 3.03, with respect to any participation, than the Lender that sells the participation would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after
the Lender Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company's
request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions
set forth in Section 3.01(f) with respect to any Lender Participant.


(f)                
Notwithstanding anything in this Section 10.06 to the contrary, the aggregate number of assignees and Lender Participants, collectively,
of any Lender (excluding Affiliates of such Lender) shall not exceed eight.


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


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


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


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


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


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




    	 



    	- 79 - 



    

 


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


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


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


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


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


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


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


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


As
used herein:


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


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


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




    	 



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


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


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


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


[remainder
of page intentionally blank]


 




    	 



    	 



    

 


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


	 	JEFFERSON SQUARE FUNDING LLC, as Company
	 	 
	 	 
	 	By:	/s/
    William Goebel
	 	Name:  	William Goebel
	 	Title: 	Chief Financial Officer
	 	 
	 	 



 




    	 



    	 



    

 

	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	 
	 	By:	/s/
    James Greenfield
	 	Name:  	James Greenfield
	 	Title: 	Executive Director
	 	 
	 	 



 




    	 



    	 



    

	 	STATE
    STREET BANK AND TRUST COMPANY, as Collateral Agent
	 	 
	 	 
	 	By:	/s/
    Melinda Comary
	 	Name:  	Melinda
    Comary
	 	Title: 	Assistant
    Vice President
	 	 
	 	 
	 	STATE
    STREET BANK AND TRUST COMPANY, as Intermediary
	 	 
	 	 
	 	By:	/s/
    Melinda Comary
	 	Name:  	Melinda
    Comary
	 	Title: 	Assistant
    Vice President
	 	 
	 	 
	 	STATE
    STREET BANK AND TRUST COMPANY, as Collateral Administrator
	 	 
	 	 
	 	By:	/s/
    Melinda Comary
	 	Name:  	Melinda
    Comary
	 	Title: 	Assistant
    Vice President
	 	 
	 	 
	 	The
    Lenders
	 	 
	 	JPMORGAN
    CHASE BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	 
	 	By:	/s/
    James  Greenfield
	 	Name:  	James
    Greenfield
	 	Title: 	Executive
    Director





    	 



    	 



    

 


SCHEDULE
1


Transaction
Schedule


 


 


	1.	Lenders

         
	Financing
        Commitment (as reduced from time to time pursuant to Section 4.07)

         

	 	JPMorgan
    Chase Bank, National Association	U.S.$
        800,000,000; provided that the Financing Commitment will be reduced to U.S.$400,000,000 plus the principal
        amount of each Accordion Option (up to an aggregate amount of U.S. $800,000,000 in total Financing Commitment) on the
        Bridge Termination Date.

         

        The
        obligation of any Lender to make any Advance hereunder is subject to the satisfaction or waiver of all conditions set
        forth herein, including, without limitation, those set forth in Section 1.03.

         

	 	 	 	 
	2.	Scheduled
    Termination Date:	July
    15, 2022
	 	 	 
	3.	Interest
    Rates	 
	 	 	 
	 	Applicable
    Margin for Advances:	With
        respect to interest based on the applicable Reference Rate, 2.50% per annum (subject to increase in accordance with Section
        3.01(b)).

                                                                         

        With
        respect to interest based on the Base Rate, 2.50% per annum (subject to increase in accordance with Section 3.01(b)).

	 	 	 




    	 



    	- 2 - 



    

	 	 	 	 
	4.	Account
    Numbers	 
	 	 	 
	 	Securities
    Accounts	 
	 	 	 
	 	Custodial
    Account:	On
    file with the Administrative Agent
	 	Interest
    Collection Account:	On
    file with the Administrative Agent
	 	Principal
    Collection Account:	On
    file with the Administrative Agent
	 	MV
    Cure Account:	On
    file with the Administrative Agent
	 	Unfunded
    Exposure Account:	On
    file with the Administrative Agent
	 	 	 
	 	Deposit
    Accounts	 
	 	 	 
	 	Custodial
    Account:	On
    file with the Administrative Agent
	 	Interest
    Collection Account:	On
    file with the Administrative Agent
	 	Principal
    Collection Account:	On
    file with the Administrative Agent
	 	MV
    Cure Account:	On
    file with the Administrative Agent
	 	Unfunded
    Exposure Account:	On
        file with the Administrative Agent

         

         

	 	Permitted
    Non-USD Currency Accounts	 

         

	 	CAD:	To
    be set forth in the applicable Permitted Non-USD Currency Account Opening Notice
	 	 

        GBP:

         

         

        EURO:
	 

        To
        be set forth in the applicable Permitted Non-USD Currency Account Opening Notice

         

        To
        be set forth in the applicable Permitted Non-USD Currency Account Opening Notice

	 	 	 
	 	 	 
	 	 	 
	5.
    	Market
    Value Trigger:	141.84%
	 

         

        6.
	 

         

        Market
        Value Cure Level:
	 

         

        157.48%

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





    	 



    	- 3 - 



    

 


 


	Addresses
        for Notices

         

        [Redacted.]



 




    	 



    	 



    

 


SCHEDULE
2


Contents
of Notices of Acquisition


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


JPMorgan
Chase Bank, National Association,

as Administrative Agent

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

DE_Custom_Business


Attention:
Nick Rapak


Email: de_custom_business@jpmorgan.com


JPMorgan
Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Michael Grogan


Email:
 NA_Private_Financing_Diligence@jpmorgan.com


 


 


JPMorgan
Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.


500
Stanton Christiana Rd., 3rd Floor


Newark,
Delaware 19713


Email:
DE_Custom_Business@jpmorgan.com


Attention:
Robert Nichols


cc:


State
Street Bank and Trust Company,

as Collateral Agent and as Collateral Administrator


 




    	 



    	- 2 - 



    

 


Ladies
and Gentlemen:


Reference
is hereby made to the Amended and Restated Loan and Security Agreement, dated as of July 16, 2018 (as amended, the "Agreement"),
among Jefferson Square Funding LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association, as
administrative agent (the "Administrative Agent"), FS Investment Corporation III, as investment manager (the
"Investment Manager"), the lenders party thereto and the collateral agent, collateral administrator and intermediary
party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms
in the Agreement.


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


 


	Obligor	Identifier
    (LoanX or CUSIP)	Tranche	Type
    (1st lien, 2nd lien)	Notional	Maturity
    Date	Currency
    Type ID	Jurisdiction	Spot
    Rate	Fixed	Spread	LIBOR
    Floor	Price	Moody's
    Industry Classification1	Proposed
    Settlement Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


To
the extent available, we have included herewith (1) the material underlying instruments (including the collateral and security
documents) relating to each such Portfolio Investment, (2) an audited financial statement for the previous most recently ended
three years of the obligor of each such Portfolio Investment, to the extent available, or alternatively a quality of earnings
report prepared by an accredited accounting firm, (3) to the extent available, the quarterly statements of the obligor of each
such Portfolio Investment for the current fiscal year and the immediately preceding fiscal year, (4) final investment committee
memo (with redactions of confidential information as the Company (or the Investment Manager on its behalf) deems appropriate and
(5) forecasted financials for 1 year (or longer, if prepared). The Investment Manager acknowledges that it will provide such other
information from time to time reasonably requested by the Administrative Agent so long as such information is within the possession
of the Investment Manager or may be obtained with neither undue burden nor expense.2


We
hereby certify that all conditions to the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement
are satisfied.


 




1
Per Schedule 6 of the Agreement.


2
Company to deliver pre-signed assignment agreement if the Portfolio Manager and the administrative agent for the proposed
Portfolio Investment are affiliates.



    	 



    	- 3 - 



    

 


	 	Very truly yours,
	 	 
	 	FS Investment Corporation III, as Investment Manager
	 	 
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 



 




    	 



    	 



    

 


SCHEDULE
3


Eligibility
Criteria


		1.	Such
                                         obligation is a Loan or a corporate debt security and is not a Synthetic Security, a
                                         Zero-Coupon Security, a Structured Finance Obligation, a Participation Interest (other
                                         than a Participation Interest acquired from the Parent on the Effective Date pursuant
                                         to the Sale Agreement and the Participation Agreement) or a Letter of Credit.



		2.	Such
                                         obligation does not require the making of any future advance or payment by the Company
                                         to the issuer thereof or any related counterparty except in connection with a Delayed
                                         Funding Term Loan or a Revolving Loan, and any such Delayed Funding Term Loan or Revolving
                                         Loan shall be denominated in U.S. dollars.



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



		4.	Such
                                         obligation is denominated and payable in an Eligible Currency and purchased at a price
                                         that is at least 80% of the par amount of such obligation.



		5.	Such
                                         obligation is issued by a company organized in an Eligible Jurisdiction.



		6.	It
                                         is an obligation upon which no payments are subject to deduction or withholding for or
                                         on account of any withholding Taxes imposed by any jurisdiction unless the related obligor
                                         is required to make "gross-up" payments that cover the full amount of any such
                                         withholding Taxes (subject to customary conditions to such payments which the Company
                                         (or the Investment Manager on behalf of the Company) in its good faith reasonable judgment
                                         expects to be satisfied).



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



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



		9.	It
                                         is not at the time of purchase or commitment to purchase the subject of an offer other
                                         than an offer pursuant to the terms of which the offeror offers to acquire a debt obligation
                                         in exchange for consideration consisting solely of cash in an amount equal to or greater
                                         than the full face amount of such debt obligation plus any accrued and unpaid interest.



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



		11.	Such
                                         obligation provides for periodic payments of interest thereon in cash at least semi-annually.





    	 



    	- 2 - 



    

 


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



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


"Eligible
Currency" means U.S. dollars, Euros, GBP and CAD.


"Eligible
Jurisdictions" means the United States and any State therein, Bermuda, the Cayman Islands, Canada, United Kingdom, Australia,
New Zealand and any Euro Zone country.


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


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


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


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




    	 



    	 



    

 


SCHEDULE
4


Concentration
Limitations


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


		1.	Portfolio
                                         Investments issued by a single obligor and its affiliates may not exceed an aggregate
                                         principal balance equal to 6.0% of the Collateral Principal Amount; provided that
                                         Portfolio Investments issued by up to three (3) obligors and their respective affiliates
                                         may each constitute up to an aggregate principal balance equal to 7.5% of the Collateral
                                         Principal Amount. Notwithstanding the foregoing, no obligor shall deemed an affiliate
                                         of any person solely because they are under the control of the same private equity sponsor
                                         or similar sponsor or because such obligor is owned by a common holding company with
                                         an obligor of another obligation so long as the collateral securing such loans is not
                                         common.



		2.	Not
                                         less than 70% of the Collateral Principal Amount may consist of Senior Secured Loans
                                         and cash and Eligible Investments on deposit in the Account as Principal Proceeds.



		3.	Not
                                         more than 30% of the Collateral Principal Amount may consist of Second Lien Loans and
                                         Mezzanine Obligations;



		4.	Not
                                         more than 15% of the Collateral Principal Amount may consist of Mezzanine Obligations;



		5.	Not
                                         more than 20% of the Collateral Principal Amount may consist of Portfolio Investments
                                         that are issued by obligors that belong to the same Moody's Industry Classification,
                                         as determined by the Investment Manager in its commercially reasonable discretion; provided
                                         that Portfolio Investments that are issued by obligors that belong to one Moody's
                                         Industry Classification (excluding the Moody's Industry Classifications under industry
                                         codes 3, 12, 22 and 30) may constitute up to 30% of the Collateral Principal Amount.
                                         As used herein, "Moody's Industry Classifications" means the industry
                                         classifications set forth in Schedule 6 hereto, as such industry classifications shall
                                         be updated at the option of the Investment Manager (with the consent of the Administrative
                                         Agent) if Moody's publishes revised industry classifications.



		6.	Not
                                         more than an aggregate of 20% of the Collateral Principal Amount may consist of Portfolio
                                         Investments denominated in a Permitted Non-USD Currency (provided, that
                                         with respect to any Permitted Non-USD Currency regarding which a Permitted Non-USD Currency
                                         Account Opening Notice has not yet been delivered in accordance with Section 8.01(a),
                                         not more than 0% of the Collateral Principal Amount may consist of Portfolio Investments
                                         denominated in such Permitted Non-USD Currency).



		7.	Not
                                         more than an aggregate of 20% of the Collateral Principal Amount may consist of Portfolio
                                         Investments whose obligors are organized in Eligible Jurisdictions other than the United
                                         States.



		8.	The
                                         Unfunded Exposure Amount shall not exceed 10% of the Collateral Principal Amount.





    	 



    	- 2 - 



    

 


For
the purposes of clauses 1 through 7 above, the principal amount of the applicable Portfolio Investment shall including the funded
and unfunded balance on any Delayed Funding Term Loan or Revolving Loan, as applicable, as of such date.




    	 



    	 



    

 


SCHEDULE
5


Initial
Portfolio Investments


 




    	 



    	 



    

 


SCHEDULE
6


 


	Moody's
    Industry Classifications
	Industry
    

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


 


 




    	 



    	 



    

 


Market
Value Supplemental Schedule 


 


[Redacted.]


 


 




    	 



    	 



    

 


EXHIBIT
A


Form
of Request for Advance


JPMorgan
Chase Bank, National Association,


as
Administrative Agent


c/o
JPMorgan Services Inc.


500
Stanton Christiana Rd., 3rd Floor


Newark,
Delaware 19713


DE_Custom_Business


Attention:
Nick Rapak


		Email:	de_custom_business@jpmorgan.com



JPMorgan
Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

Attention: Robert Nichols


cc: 


State
Street Bank and Trust Company,

as Collateral Agent and Collateral Administrator


Ladies
and Gentlemen:


Reference
is hereby made to the Amended and Restated Loan and Security Agreement, dated as of July 16, 2018 (as amended, the "Agreement"),
among Jefferson Square Funding LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association, as
administrative agent (the "Administrative Agent"), FS Investment Corporation III, as investment manager (the
"Investment Manager"), the lenders party thereto, and the collateral agent, collateral administrator and intermediary
party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms
in the Agreement.


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


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


(2)               
The aggregate amount of the Advance requested hereby is [U.S.][GBP][Euro][CAD][_________].3


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


 


	Security	Par	Price	Purchased
    Interest (if any)
	 	 	 	 
	 	 	 	 


 





3
Note: The requested Advance shall be in an amount such that, after giving effect thereto and the related purchase of the
applicable Portfolio Investment(s) (if any), the Borrowing Base Test is satisfied.




    	 



    	- 2 - 



    

 


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


	 	Very truly yours,
	 	 
	 	Jefferson Square Funding LLC
	 	 
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 



 



    	 



    	 



    

EXHIBIT
B


Form
of Reports