Exhibit 10.1


 


Execution Version





 


 






 


SECOND AMENDED AND RESTATED


 


LOAN AGREEMENT 


 


dated as of


 


December 23, 2015


 


Amended and restated as of June 27, 2016


 


Amended as of October 14, 2016


 


Amended and restated as of June 29, 2017


 


among 


 


WHITEHORSE FINANCE CREDIT I, LLC


 


The Financing Providers Party Hereto


 


The Collateral Administrator, Collateral
Agent and Securities Intermediary Party Hereto


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


as Administrative Agent


 


and


 


WHITEHORSE
FINANCE, INC.,

as Portfolio Manager


 





 






 




     


     


    

 


Table of Contents







 


	 	 	Page
	 	 	 
	ARTICLE I
	THE PORTFOLIO INVESTMENTS
	 	 	 
	SECTION 1.01.	Purchases of Portfolio Investments	 	17
	SECTION 1.02.	Procedures for Purchases and Related Financings.	 	18
	SECTION 1.03.	Conditions to Purchases or Substitutions	 	18
	SECTION 1.04.	Sales of Portfolio Investments	 	19
	SECTION 1.05.	Substitution.	 	21
	SECTION 1.06.	Certain Assumptions relating to Portfolio Investments.	 	21
	 	 	 
	ARTICLE II
	THE FINANCINGS
	 	 	 
	SECTION 2.01.	Financing Commitments	 	22
	SECTION 2.02.	[reserved]	 	22
	SECTION 2.03.	Financings; Use of Proceeds.	 	22
	SECTION 2.04.	Other Conditions to Financings	 	23
	 	 	 
	ARTICLE III
	ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS
	 	 	 
	SECTION 3.01.	The Advances.	 	25
	SECTION 3.02.	General	 	28
	SECTION 3.03.	Taxes	 	28
	 	 	 
	ARTICLE IV
	COLLECTIONS AND PAYMENTS
	 	 	 
	SECTION 4.01.	Interest Proceeds	 	31
	SECTION 4.02.	Principal Proceeds	 	32
	SECTION 4.03.	Principal and Interest Payments; Prepayments; Commitment Fee.	 	32
	SECTION 4.04.	MV Cure Account	 	34
	SECTION 4.05.	Priority of Payments	 	34
	SECTION 4.06.	Payments Generally	 	35
	SECTION 4.07.	Termination or Reduction of Financing Commitments	 	35
	 	 	 
	ARTICLE V
	THE PORTFOLIO MANAGER
	 	 	 
	SECTION 5.01.	Appointment and Duties of the Portfolio Manager	 	36
	SECTION 5.02.	Portfolio Manager Representations as to Eligibility Criteria; Etc.	 	36
	SECTION 5.03.	Limitation of Liability; Indemnification	 	37
	 	 	 
	ARTICLE VI
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 
	SECTION 6.01.	Representations and Warranties	 	38
	SECTION 6.02.	Covenants of the Company	 	41
	SECTION 6.03.	Amendments of Portfolio Investments, Etc.	 	46


 









     


     


    

 


	ARTICLE VII
	EVENTS OF DEFAULT
	 	 	 
	ARTICLE VIII
	ACCOUNTS; COLLATERAL SECURITY
	 	 	 
	SECTION 8.01.	The Accounts; Agreement as to Control	 	49
	SECTION 8.02.	Collateral Security; Pledge; Delivery	 	51
	 	 	 
	ARTICLE IX
	THE AGENTS
	 	 	 
	SECTION 9.01.	Appointment of Administrative Agent and Collateral Agent	 	54
	SECTION 9.02.	Additional Provisions Relating to the Collateral Agent and the Collateral Administrator.	 	57
	 	 	 
	ARTICLE X
	MISCELLANEOUS
	 	 	 
	SECTION 10.01.	Non-Petition; Limited Recourse	 	59
	SECTION 10.02.	Notices	 	60
	SECTION 10.03.	No Waiver	 	60
	SECTION 10.04.	Expenses; Indemnity; Damage Waiver; Right of Setoff	 	60
	SECTION 10.05.	Amendments	 	61
	SECTION 10.06.	Successors; Assignments	 	62
	SECTION 10.07.	Governing Law; Submission to Jurisdiction; Etc.	 	64
	SECTION 10.08.	Interest Rate Limitation	 	64
	SECTION 10.09.	PATRIOT Act	 	64
	SECTION 10.10.	Counterparts	 	65
	SECTION 10.11.	Headings	 	65
	SECTION 10.12.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	 	65
	 	 	 	 
	Schedules	 	 	 
	 	 	 	 
	Schedule 1	Transaction Schedule	 	 
	Schedule 2	Contents of Notice of Acquisition	 	 
	Schedule 3	Eligibility Criteria	 	 
	Schedule 4	Concentration Limitations	 	 
	Schedule 5	Portfolio Investments	 	 
	Schedule 6	Moody's Industry Classifications	 	 
	 	 	 	 
	Exhibit	 	 	 
	 	 	 	 
	Exhibit A	Form of Request for Advance	 	 


 




    	ii 



     


    

 


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


 


The Portfolio Manager and the Company wish
for the Company to acquire and finance certain loans and other debt securities (the "Portfolio Investments"),
all on and subject to the terms and conditions set forth herein.


 


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


 


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


 


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


 


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


 


Accordingly, the parties hereto agree as follows:


 


Certain Defined Terms


 


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


 


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


 




     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"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.


 


"Base Rate" means, for any
day, 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%. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively. In the event that the Base Rate is below zero at any time during the term of this Agreement,
it shall be deemed to be zero until it exceeds zero again.


 


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


 





	Adv
    –     PP	   ≤AR	 
	Net Asset Value







 


Where:


 


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


 




    	- 2 -



     


    

 


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


 


AR = 50%


 


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


 


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


 


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


 


"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.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 3 -



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 4 -



     


    

 


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


 


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


 


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


 


"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) any of the Company or the Parent has underlying assets which constitute "plan assets" within 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.


 


"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 representing Interest Proceeds over
(2) the projected amount required to be paid pursuant to Section 4.05(a), (b) and (c) on the next Interest Payment Date, in each
case, as determined by the Company in good faith and in a commercially reasonable manner and verified by in the case of clause
(1) the Collateral Agent and otherwise by the Administrative Agent.


 




    	- 5 -



     


    

 


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


 


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


 


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


 


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


 


"Federal Funds Effective Rate"
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members 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 Financing Provider and each type of Financing available hereunder at any time, the commitment of such Financing
Provider to provide such type of Financing to the Company hereunder in an amount up to but not exceeding the portion of the applicable
financing limit set forth on the Transaction Schedule that is held by such Financing Provider at such time.


 


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


 


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


 


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


 




    	- 6 -



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


"Initial Portfolio Investments"
has the meaning set forth in the recitals.


 


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


 




    	- 7 -



     


    

 


"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 (including closing fees, commitment fees, facility fees,
late payment fees, amendment fees, waiver fees, prepayment fees and premiums, ticking fees, delayed compensation, customary syndication
or other up-front fees and customary administrative agency or similar fees); provided, however, that for the avoidance
of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or Unfunded Exposure Account
or any proceeds therefrom.


 


"IRS" means the United States
Internal Revenue Service.


 


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


 


"Lender" has the meaning
set forth in Section 2.01.


 


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


 


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


 


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


 


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


 


"Loan Documents" means this
Agreement, the Natixis Sale Agreement, the Parent Sale Agreement, the Payoff Letter and the Payment Direction Letter.


 


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


 




    	- 8 -



     


    

 


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


 


If the Portfolio Manager disputes the determination
of Market Value with respect to any Portfolio Investment whose Market Value is not determined by the Administrative Agent using
Markit Group Limited or LoanX, Inc., the Portfolio Manager may, with respect to up to three such Portfolio Investments in each
calendar quarter, engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the
applicable Portfolio Investments and submit evidence of such valuation to the Administrative Agent. With respect to any Portfolio
Investment whose Market Value is determined by the Administrative Agent using Markit Group Limited or LoanX, Inc., the Portfolio
Manager may, at the expense of the Company, obtain a written executable bid from an Independent Broker-Dealer for such Portfolio
Investment and submit evidence of such bid to the Administrative Agent.


 


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


 


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


 


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


 




    	- 9 -



     


    

 


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


 


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


 


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


 


"Market Value Event" means
(A) the occurrence of both of the following events (i) the Administrative Agent shall have determined and notified the Portfolio
Manager in writing as of any date that the Net Asset Value does not equal 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, four
(4) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related
Trade Date thereof.


 


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


 


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


 




    	- 10 -



     


    

 


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


 


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


 


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


 


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


 


	Period Start Date	 	Period End Date	 	Minimum Funding Amount 

(U.S.$)	 
	Closing Date	 	To and including September 23, 2016	 	 	100,000,000	 
	September 24, 2016	 	To and including the earlier of (i) November 23, 2016 and (ii) the Accordion Date	 	 	143,200,000	 
	Unless the Accordion Date has occurred, November 24, 2016	 	To and including the earlier of (i) the last day of the Reinvestment Period and (ii) the Accordion Date	 	 	155,000,000	 
	If the Accordion Date occurs, the day following the Accordion Date	 	If the Accordion Date occurs, to and including the last day of the Reinvestment Period	 	 	175,000,000"	 



 


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


 


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


 




    	- 11 -



     


    

 


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


 


"Natixis Lender" means Versailles
Assets LLC.


 


"Natixis Credit Facility"
has the meaning set forth in the recitals.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 12 -



     


    

 


"Parent" has the meaning
set forth in the recitals.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 13 -



     


    

 


"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 or Substituted hereunder and not otherwise sold or liquidated.


 


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


 


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


 


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


 


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


 


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


 


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


 


"Purchase" means each acquisition
of a Portfolio Investment hereunder (other than by Substitution), including, for the avoidance of doubt, by way of a contribution
by the Parent to the Company pursuant to the Parent Sale Agreement.


 


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


 


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


 


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


 




    	- 14 -



     


    

 


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


 


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


 


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


 


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


 


"Restricted Payment" means
(i) any dividend or other distribution, direct or indirect, on account of any shares or other equity interests in the Company
now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, by the Company of any shares or other equity interests in the Company now or hereafter outstanding;
and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares or other equity interests in the Company now or hereafter outstanding.


 


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


 


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


 


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


 


"Sanctioned Person" means,
at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the
European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person
owned or controlled by any such Person or Persons described in the forgoing clauses (a) or (b).


 




    	- 15 -



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 16 -



     


    

 


"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.


 


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


 


"Substitution" has the meaning
set forth in Section 1.05.


 


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


 


"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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE I

THE PORTFOLIO INVESTMENTS


 


SECTION 1.01. Purchases of Portfolio
Investments. On the Effective Date, the Company may acquire the Initial Portfolio Investments
from the Seller pursuant to the Natixis Sale Agreement, subject to the conditions specified in this Agreement. From time to time
during the Reinvestment Period, the Company may Purchase 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. 


 




    	- 17 -



     


    

  


SECTION 1.02. Procedures
for Purchases and Related Financings.


 


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


 


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


 


(c)         Eligibility
of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Financing Providers, to reasonably
request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio
Manager and the Company (including via e-mail or other customary electronic messaging system) of its approval or failure to approve
each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination
of the Market Value for such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date
on which it receives such Notice of Acquisition and any information reasonably requested in connection therewith); provided
that 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 or Substitution Date (each as defined below) shall be deemed to be an Ineligible Investment until such later date
(if any) on which such Portfolio Investment is so approved.


 


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


 


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


 




    	- 18 -



     


    

 


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


 


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


 


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


 


(w)         the
Borrowing Base Test is satisfied;


 


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


 


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


 


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


 


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


 


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


 


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 Financing Providers), except that, subject to Section 6.02(x),
the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset so long as, (x) after giving
effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the
sale of such asset by the Company shall be on an arm's-length basis and in accordance with the Portfolio Manager's standard market
practices. In addition, within ten (10) calendar days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment
becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either
(i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii)
distribute such Revolving Loan or Delayed Funding Term Loan to the Parent; provided that, in the case of this clause (ii),
the Parent has paid the Company an amount equal to the Market Value of such Revolving Loan or Delayed Funding Term Loan on the
date of its Purchase multiplied by the then-current funded balance of such Revolving Loan or Delayed Funding Term Loan.


 




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


 


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


 


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


 


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


 


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


 


(A)        either:


 


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


 




    	- 20 -



     


    

 


(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.


 


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


 


SECTION 1.05. Substitution.


 


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


 


SECTION 1.06. Certain
Assumptions relating to Portfolio Investments.


 


(a)         For
purposes of all calculations hereunder, any Portfolio Investment for which the trade date in respect of a sale thereof by the Company
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.


 


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


 




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ARTICLE II

THE FINANCINGS


 


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


 


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


 


SECTION 2.02. [reserved] 


 


SECTION 2.03. Financings;
Use of Proceeds.


 


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


 


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


 


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


 




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


 


 


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


 


(g)          Without
limitation to clause (f) above, 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 6 of the Concentration
Limitations will each be satisfied.


 


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


 


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


 




    	- 23 -



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 24 -



     


    

 


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


 


ARTICLE III

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS


 


SECTION 3.01. The Advances.


  


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


 


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


 


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


 


(c)         Evidence
of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts 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 accounts maintained pursuant
to this paragraph (c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein,
provided that the failure of any Lender or the Administrative Agent to maintain such accounts 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.


 




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


 


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


 


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


 


(f)          Increased
Costs.


 


(i) If any Change in Law shall:


 


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


 


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


 


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


 




    	- 26 -



     


    

 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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.


 


(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.


 




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(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,


 


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


 


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


 




    	- 29 -



     


    

 


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


 


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


 


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


 


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


 


(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


 


(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.


 




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


 


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


 


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


 


ARTICLE IV

COLLECTIONS AND PAYMENTS


 


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


 


Interest Proceeds shall be retained in the
Collection Account and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf)
delivered to the Collateral Agent in dollar-denominated high-grade investments selected by the Portfolio Manager (unless an Event
of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent)
("Eligible Investments"). Eligible Investments shall mature no later than the end of the then-current Calculation
Period.


 


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


 




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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 Collection Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account, the
Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit (or cause to be credited) to the Collection Account all Principal
Proceeds received by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager.


 


All Principal Proceeds shall be retained in
the Collection Account and invested at the written direction of the Administrative Agent in overnight Eligible Investments selected
by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which
case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds.


 


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


 


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


 


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


 


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


 


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


 




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(c)


 


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


 


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


 


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


 


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


 


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


 




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SECTION 4.04. MV Cure
Account


 


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


 


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


 


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


 


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


 


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


 


(c)         To
pay interest due in respect of the Advances and commitment fees payable to the Lenders (pro rata based on amounts due);


 


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


 


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


 




    	- 34 -



     


    

 


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


 


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


 


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


 


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


 


SECTION 4.06. Payments Generally.
All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in
writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative
Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the
Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Financing
Providers in respect of the Financings and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to
each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and
the Collateral Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative
Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03
hereof, all payments hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars.
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).


 


SECTION 4.07. Termination or Reduction
of Financing Commitments. 


 


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


 


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


 


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


 




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


 


ARTICLE V

THE PORTFOLIO MANAGER


 


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


 


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


 


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


 


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


 


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


 




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SECTION 5.03. Limitation of Liability;
Indemnification. 


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


ARTICLE VI

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 6.01. Representations and
Warranties. The Company (and, with respect to clauses (a) through (e), (l), (t) through (v) and
(dd), the Portfolio Manager) 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 therein have been duly authorized by it and this Agreement and each other Loan Document to which it is or may become
a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to (A)
bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally, (B) equitable
limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in
equity or at law and (C) implied covenants of good faith and fair dealing);


 


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


 


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


 


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


 


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


 


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


 




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(h)         the
Company have 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 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;


 


(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 to which it is subject, and all other matters actually known
to it, without inquiry, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect
and (y) no information (other than projections, forward-looking information, general economic data, 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
knowledge contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading;


 


(o)         [Reserved];


 


(p)         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;


 




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


 


(r)          the
Company is and will be wholly owned by the Parent, 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;


 


(u)         the
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its agents
and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions,
and the Company and its officers and employees and, to its knowledge, its members and agents are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. None of (i) the Company or its officers and employees or (ii) to the knowledge
of the Company, any manager or agent of the Company that will act in any capacity in connection with or benefit from the credit
facility established hereby, is a Sanctioned Person;


 


(v)         the
Loan Documents represent all of the material agreements between the Portfolio Manager, the Parent 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 Liens in favor of the Secured Parties pursuant to the Loan Documents, 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, the Administrative Agent or any of their Affiliates;


 


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


 


(y)         [Reserved];


 


(z)         [Reserved];


 


(aa)       [Reserved];


 


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


 




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


 


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


 


SECTION 6.02. Covenants of the Company.
The Company:


 


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


 


(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.


 




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


 


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


 


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


 


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


 


(g)         [Reserved];


 


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


 


(i)          shall
not 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 where the failure to qualify and remain qualified would reasonably be expected to have a Material Adverse Effect;


 


(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 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;


 




    	- 42 -



     


    

 


(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 Liens in favor of the Secured Parties pursuant to the Loan Documents, Permitted Liens and inchoate liens arising by operation
of law), and the Company shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties)
and the Lenders in and to the Collateral against all claims of third parties claiming through or under the Company (other than
Liens in favor of the Secured Parties pursuant to the Loan Documents, 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
Financing Providers may reasonably request;


 


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


 




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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 Portfolio
Manager's business and operations. So long as no Event of Default has occurred and is continuing, such visits and inspections shall
occur only (i) upon five (5) Business Days' prior written notice, (ii) during normal business hours and (iii) no more than once
in any calendar year. During the existence of an Event of Default, there shall be no limit on the timing or number of such inspections
and only one (1) Business Day' prior notice will be required before any inspection;


 


(s)         shall
not use 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 (A) the Company
may make Permitted Distributions subject to the other requirements of this Agreement and (B) the Company may make Permitted Tax
Distributions so long as (i) after giving effect to such Permitted Tax Distribution, the Borrowing Base Test is satisfied, (ii)
the Company gives at least two (2) Business Days prior notice thereof to the Administrative Agent and (iii) if Permitted Tax Distributions
are made after the occurrence and during the continuance of an Event of Default, the aggregate amount of all Permitted Tax Distributions
made in any 90 calendar day period (after giving effect to such Permitted Tax Distribution) is not greater than $1,500,000;


 


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


 


(v)        shall
not request any Advance, and 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)        shall
not acquire any Revolving Loan or Delayed Funding Term Loan if such acquisition would cause the Unfunded Exposure Amount, collateralized
or uncollateralized, to exceed 10% of the Collateral Principal Amount;


 


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


 




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(y)         shall
post on a password protected website maintained by the Portfolio Manager to which the Administrative Agent will have access or
deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, within fifteen
(15) Business Days of the completion of the Portfolio Manager's portfolio review of such obligor (which, for any individual obligor,
shall occur no less frequently than quarterly), 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) to the extent received by the Company as of the date of the completion of such review.
The Company shall cause the Portfolio Manager to provide such other information as the Administrative Agent may reasonably request
with respect to any Portfolio Investment or obligor (to the extent reasonably available to the Portfolio Manager);


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(gg)      [Reserved];


 


(hh)      [Reserved];


 


(ii)         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 its sole discretion; and


 


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


 


(i)          any
Adverse Proceeding; and


 


(ii)         any
adverse claim asserted against any of the Portfolio Investments, the Accounts or any other Collateral.


 


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


 




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ARTICLE VII

EVENTS OF DEFAULT


 


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


 


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


 


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


 


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


 


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


 




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(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.$1,000,000 (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;


 


(i) an ERISA Event occurs;


 


(j) a Change of Control occurs;


 


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


 


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


 


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


 




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


 


ARTICLE VIII

ACCOUNTS; COLLATERAL SECURITY


 


SECTION 8.01. The Accounts; Agreement
as to Control.


 


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


 


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


 




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


 


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


 


(e) Jurisdiction; Governing Law of Accounts.
The establishment and maintenance of each Account and all interests, duties and obligations related thereto shall be governed by
the law of the State of New York and the "securities intermediary's jurisdiction" (within the meaning of Section 8-110
of the UCC) shall be the State of New York. Terms used in this Section 8.01 without definition have the meanings given to them
in the UCC.


 


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


 


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


 


(h) Unfunded Exposure Account.


 


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


 




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


 


SECTION 8.02. Collateral Security;
Pledge; Delivery.


 


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


 


(b) Delivery and Other Perfection.
In furtherance of the collateral arrangements contemplated herein, the Company 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 Financing Providers and the Collateral
Agent, at the expense of the Company, legal opinions from Dechert LLP or other counsel reasonably acceptable to the Administrative
Agent and the Financing Providers, as to the perfection and priority of the Collateral Agent's security interest in any of the
Collateral.


  


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


ARTICLE IX

THE AGENTS


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


(f) Execution by the Collateral Agent 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 Financing or perform any obligation of the Administrative Agent hereunder.


 


(g) Reports by the Collateral Administrator.
The Company hereby appoints Virtus Group LP as Collateral Administrator and directs the Collateral Administrator to prepare the
reports substantially in the form attached hereto as Exhibit B.


 


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


 


ARTICLE X

MISCELLANEOUS


 


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



 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 




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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 Portfolio Manager, the Administrative Agent and each Financing Provider (and any attempted assignment or transfer by the
Company without such consent shall be null and void) and the Portfolio Manager may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent. Except as expressly set forth herein,
nothing in this Agreement, expressed or implied, shall be construed to confer upon any person any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


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


 


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


 


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


 


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


 




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


 


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


 




    	- 63 -



     


    

 


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 FINANCING PROVIDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 10.08. Interest
Rate Limitation


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


 


SECTION 10.09. PATRIOT
Act


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


 




    	- 64 -



     


    

 


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.


 


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


 




    	- 65 -



     


    

 


"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]


 




    	- 66 -



     


    

 


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


 


	 	WHITEHORSE FINANCE CREDIT I, LLC, as 

Company 
	 	 
	 	By:	WhiteHorse Finance, Inc., its Designated Manager
	 	 
	 	By	/s/ Edward J. Giordano
	 	Name:	Edward J. Giordano
	 	Title:	Chief Financial Officer
	 	 
	 	whitehorse finance, inc., as Portfolio Manager
	 	 
	 	By	/s/ Edward J. Giordano
	 	Name:	Edward J. Giordano
	 	Title:	Chief Financial Officer


  




     


     


    

  


	 	JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION, as Administrative Agent
	 	 
	 	By	/s/ Louis Cerrotta
	 	Name:	Louis Cerrotta
	 	Title:	Executive Director


  




     


     


    

  


	 	CITIBANK, N.A., as Collateral Agent
	 	 
	 	By	/s/ Jacqueline Suarez
	 	Name:	Jacqueline Suarez
	 	Title:	Vice President
	 	 
	 	CITIBANK, N.A., as Securities Intermediary
	 	 
	 	By	/s/ Jacqueline Suarez
	 	Name:	Jacqueline Suarez
	 	Title:	Vice President
	 	 
	 	VIRTUS GROUP LP, as Collateral Administrator
	 	 
	 	By	/s/ Stephen Gloria
	 	Name:	Stephen Gloria
	 	Title:	Managing Director
	 	 
	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL 

ASSOCIATION, as Lender
	 	 
	 	By	/s/ Louis Cerrotta
	 	Name:	Louis Cerrotta
	 	Title:	Executive Director


  




     


     


    

 


SCHEDULE 1


 


Transaction Schedule


 


	1.	 	Types of Financing	Available	 	Financing Limit
	 	 	 	 	 	 
	 	 	Advances	yes	 	Prior to an Accordion Date: U.S.$200,000,000; After an Accordion Date, if any, U.S.$235,000,000
	 	 	 	 	 	 
	2.	 	Financing Providers	 	 	Financing Commitment
	 	 	 	 	 	 
	 	 	Lender:	JPMorgan Chase Bank, National Association	 	Prior to an Accordion Date: U.S.$200,000,000; After an Accordion Date, if any, U.S.$235,000,000, in each case, as reduced from time to time pursuant to Section 4.07
	 	 	 	 	 	 
	3.	 	Scheduled Termination Date:	December 29, 2021	 	 
	 	 	 	 	 	 
	4.	 	Interest Rates	 	 	 
	 	 	 	 	 	 
	 	 	Applicable Margin for Advances:	With respect to interest based on the LIBO Rate, 2.75% per annum. 

With respect to interest based on the Base Rate, 2.75% per annum.
	 	 	 	 	 	 
	5.	 	Account Numbers	 	 	 
	 	 	 	 	 	 
	 	 	Custodial Account:	11548100	 	 
	 	 	Collection Account:	11548200	 	 
	 	 	Expense Reserve Account:	11548300	 	 
	 	 	MV Cure Account:	11548400	 	 
	 	 	Unfunded Exposure Account:	11548500	 	 
	 	 	 	 	 	 
	6.	 	Market Value Trigger:	165%	 	 
	 	 	 	 	 	 
	7.	 	Purchases of Restricted Securities	 	 	 
	 	 	 	 	 	 
	 	 	Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security.  As used herein, "Restricted Security" means any security that forms part of a new issue of publicly or privately issued securities (a) with respect to which an Affiliate of any Financing Provider that is a "broker" or a "dealer", within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Financing Provider.  


 


 




     


     


    

 


Addresses for Notices


 


	The Company:	 	
        WhiteHorse Finance Credit I, LLC

        1450 Brickell Avenue, 31st Floor

        Miami, FL 33131

        

        
	 	
        Attn: Operations

        Email: operations@higcapital.com

	 	 	 	 	 
	The Portfolio Manager:	 	
        WhiteHorse Finance, Inc.

        1450 Brickell Avenue, 31st Floor

        Miami, FL 33131

        

        
	 	
        Attn: Edward J. Giordano

        Email: egiordano@higcapital.com

         

	 	 	 	 	 
	The Administrative Agent:	 	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd., 3rd Floor

        Newark, Delaware 19713
	 	
        Attention: DE_Custom_Business,
        attention: Nick Rapak

        Telephone: (302) 634-4961

         

         

	 	 	 	 	 
	 	 	
        with a copy to

         
	 	 
	 	 	
        JPMorgan Chase Bank, National Association

        383 Madison Ave.

        New York, New York 10179
	 	
        Attention: Louis Cerrotta

        Telephone: 212-622-7092

        Email: louis.cerrotta@jpmorgan.com

        NA_Financing_Approvals@jpmorgan.com

         

         

	 	 	 	 	 
	The Collateral Agent:	 	
        Citibank, N.A.

        388 Greenwich Street

        14th Floor

        New York, NY 10013
	 	
        Attention: Agency & Trust

        Whitehorse Finance Credit I, LLC

        Telephone: (713) 693-6677

        Facsimile: (212) 816-5530

        Email: jacqueline.suarez@citi.com

	 	 	 	 	 
	 	 	 	 	 
	The Securities Intermediary:	 	
        Citibank, N.A.

        388 Greenwich Street

        14th Floor

        New York, NY 10013
	 	
        Attention: Agency & Trust

        Whitehorse Finance Credit I, LLC

        Telephone: (713) 693-6677

        Facsimile: (212) 816-5530

        Email: jacqueline.suarez@citi.com

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

        1301 Fannin St., Suite 1700

        Houston, TX
	 	
        Attention: Paul Plank

        Telephone: (713) 993-4300

        Facsimile: (877) 595-1376

        Email: WhitehorseFinCredILLC@virtusllc.com

         




 






    	- 2 -



     


    




 


	JPMCB:	 	
        JPMorgan Chase Bank, National Association

        c/o JPMorgan Services Inc.

        500 Stanton Christiana Rd., 3rd Floor

        Newark, Delaware 19713
	 	
        Attention: Robert Nichols

        Facsimile: (302) 634-1092

	 	 	
        with a copy to:

         

        JPMorgan Chase Bank, National Association

        270 Park Avenue

        New York, New York 10017
	 	
         

         

         

        Attention: Eugene O'Neill

        Telephone: 212-834-9295

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


 


 




    	- 3 -



     


    

 


SCHEDULE 2


 


Contents of Notices of Acquisition


 


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


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Nick Rapak


		Email:	de_custom_business@jpmorgan.com



 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


		Email:	louis.cerrotta@jpmorgan.com



NA_Financing_Approvals@jpmorgan.com


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Robert Nichols


 


cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group LP, as Collateral Administrator


 




     


     


    

 


Ladies and Gentlemen:


 


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


 


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


 


	Obligor	 	Identifier
    

    (LoanX)	 	Tranche	 	Type
    (1st 

    lien, 2nd 

    lien)	 	Notional	 	Maturity
    

    Date	 	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) audited financial statement for the previous most recently ended three years of the obligor of each such Portfolio
Investment, (3) quarterly statements for the previous most recently ended eight fiscal quarters of the obligor of each such Portfolio
Investment, (4) any appraisal or valuation reports conducted by third parties in connection with the proposed investment by the
Company, (5) applicable "proof of existence" details (if requested by the Administrative Agent) and (6) the ratio of
indebtedness to EBITDA as calculated by the Portfolio Manager. The Portfolio Manager acknowledges that it will provide such other
information from time to time reasonably requested by the Administrative Agent.


 


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


 





 



1 Per Schedule 6 of the Agreement.


 




    	- 2 -



     


    

 


SCHEDULE 3


 


Eligibility Criteria


 


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



 


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



 


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



 


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



 


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



 


		6.	[Reserved].



 


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



 


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



 


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



 


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



 


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


 


"Eligible Jurisdictions"
means Canada and the United States.


 




     


     


    

 


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


 


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


 


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


 


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


 




    	- 2 -



     


    

 


SCHEDULE 4


 


Concentration Limitations


 


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


 


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



 


		2.	Not less than 55% of the Collateral Principal Amount
may consist of cash, Eligible Investments representing Principal Proceeds and the funded principal amount of Senior Secured Loans.



 


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



 


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



 


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



 


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



 




     


     


    

 


SCHEDULE 5


 


Initial Portfolio Investments


 




     


     


    

 


SCHEDULE 6


 


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


  




     


     


    

 


EXHIBIT A


 


Form of Request for Advance


 


JPMorgan Chase Bank, National Association,


as Administrative Agent


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


DE_Custom_Business


Attention: Nick Rapak


		Email:	de_custom_business@jpmorgan.com



 


JPMorgan Chase Bank, National Association,


as Administrative Agent


383 Madison Avenue


New York, New York 10179


Attention: Louis Cerrotta


		Email:	louis.cerrotta@jpmorgan.com



NA_Financing_Approvals@jpmorgan.com


 


 


JPMorgan Chase Bank, National Association,


as Lender


c/o JPMorgan Services Inc.


500 Stanton Christiana Rd., 3rd Floor


Newark, Delaware 19713


Attention: Robert Nichols




cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group LP, as Collateral Administrator


 


Ladies and Gentlemen:


 


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


 


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


 




     


     


    

 


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


 


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


 


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


 


	Security	 	Par	 	Price	 	Purchased Interest (if any)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 


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


 





 



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


 




     


     


    

 


EXHIBIT B


 


Form of Reports