Exhibit
10.1


 


NINTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT



 


THIS
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 20, 2020, but effective
as of April 30, 2020 (for purposes hereof, the “Ninth Amendment Effective Date”), by and among HARVEST CAPITAL
CREDIT CORPORATION, a Delaware corporation (“Harvest”), HCAP
Equity Holdings, LLC, a Delaware limited liability company (“Attached Equity Holder”), and
HCAP ICC, LLC, a Delaware limited liability company (“ICC Loan
Subsidiary”), and each other Subsidiary of Harvest from time to time party hereto as a “Borrower” (together
with Attached Equity Holder and ICC Loan Subsidiary, each individually a “Subsidiary Borrower” and collectively
the “Subsidiary Borrowers” and together with Harvest, each individually and collectively, jointly and
severally, the “Borrower”), each of the undersigned financial institutions (individually each a “Lender”
and collectively the “Lenders"), which Lenders collectively constitute all of the Lenders party to the
Loan Agreement (defined below) as of the date hereof, and PACIFIC WESTERN BANK (successor-by-merger to CapitalSource Bank),
a California state-chartered bank and, as administrative, payment and collateral agent for itself, as a Lender, and for the other
Lenders (together with its successors and assigns in such capacities, “Agent”).


 


R
E C I T A L S:


 


WHEREAS,
Borrower, Agent and the Lenders have entered into that certain Loan and Security Agreement, dated as of October 29, 2013 (as
may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”),
as amended by (i) that certain First Amendment to Loan and Security Agreement, dated as of December 30, 2013, (ii) that certain
Second Amendment to Loan and Security Agreement, dated as of December 17, 2014, (iii) that certain Third Amendment to Loan and
Security Agreement, dated as of September 22, 2015, (iv) that certain Fourth Amendment to Loan and Security Agreement and Joinder
and Limited Waiver and Consent, dated as of August 4, 2016, (v) that certain Fifth Amendment to Loan and Security Agreement, dated
as of April 28, 2017, (vi) that certain Sixth Amendment to Loan and Security Agreement, dated as of November 28, 2017, (vii) that
certain Seventh Amendment to Loan and Security Agreement, dated as of November 1, 2018, and (viii) that certain Eighth Amendment
to Loan and Security Agreement, dated as of May 10, 2019 (the “Eighth Amendment” and together with each of
the other foregoing amendments to the Loan Agreement referenced in clauses (i) through (vii) above, collectively,
the “Prior Amendments”), pursuant to which Agent and Lenders made certain financial accommodations to Borrower;
and


 


WHEREAS,
Borrower, Agent and Lenders desire to amend the Loan Agreement as set forth herein.


 


NOW,
THEREFORE, in consideration of the above-premises and other good and valuable consideration, the parties hereto covenant and
agree as follows:


 


1.
The foregoing recitals are incorporated herein by reference.


 


2.
All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Loan
Agreement (as amended hereby).


 






     


     


    

 


3.
Amendments to Loan Agreement.


 


(a)
Effective as of the Ninth Amendment Effective Date, the Loan Agreement (as of the Ninth Amendment Effective Date, including all
amendments and updates thereto pursuant to the Prior Amendments through the previously executed Eighth Amendment) is hereby amended
(i) to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken
text and stricken text) and (ii) to add the blue or green
double-underlined text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text), in each
case, as set forth in the marked copy of the Loan Agreement, along with those certain exhibits, schedules and appendices to the
Loan Agreement, attached as Annex A hereto and made a part hereof for all purposes.


 


(b)
Without limiting the foregoing clause (a) (and without duplication thereof), effective as of the Ninth Amendment Effective
Date, the Loan Agreement is amended to add a new Schedule 2.1 thereto in the form of Annex B hereto and made a party
hereof for all purposes.


 


4.
All references in the Loan Documents to the “Loan Agreement” shall be deemed to refer to the Loan Agreement as amended
by this Amendment.


 


5.
Borrower covenants and agrees with and represents and warrants to Agent and Lenders as follows:


 


(a)
Borrower’s obligations under the Loan Agreement, as modified hereby, are and shall remain secured by, inter alia, the Loan
Agreement and the other Security Documents;


 


(b)
(i) Borrower possesses all of the powers requisite for it to enter into and carry out the transactions of Borrower referred to
herein and to execute, enter into and perform the terms and conditions of this Amendment, the Loan Documents and any other documents
contemplated herein that are to be performed by Borrower; (ii) any and all actions required or necessary pursuant to Borrower’s
organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by Borrower of
the terms and conditions of this Amendment, the Loan Documents and said other documents; (iii) such execution, delivery and performance
will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order,
writ, judgment, injunction or decree to which Borrower is a party or by which Borrower or any of its properties are bound; (iv)
all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into,
delivery and performance by Borrower of the terms and conditions of this Amendment, the Loan Documents, the said other documents
and the transactions contemplated hereby have been obtained by Borrower and are in full force and effect;


 


(c)
This Amendment and the Loan Documents constitute the valid and legally binding obligations of Borrower, enforceable against Borrower
in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at
law or in equity;


 


(d)
All representations and warranties made by Borrower in the Loan Documents are true and correct in all material respects, with
the same force and effect as if all such representations and warranties were fully set forth herein and made as of the Ninth Amendment
Effective Date;


 


(e)
This Amendment is not a substitution, novation, discharge or release of the Borrower’s obligations under the Loan Agreement
or any of the other Loan Documents, all of which shall and are intended to remain in full force and effect;


 


(f)
(i) No Default or Event of Default has occurred and is continuing under the Loan Documents; and (ii) there exist no defenses,
offsets, counterclaims or claims with respect to Borrower’s obligations and liabilities under the Loan Agreement or any
of the other Loan Documents; and


 


(g)
Borrower hereby ratifies and confirms in full its duties and obligations under the Loan Agreement and the other Loan Documents.


 






    2


     


    

 


6.
The following are conditions precedent to this Amendment:


 


(a)
Borrower shall have executed and delivered to Agent this Amendment;


 


(b)
Borrower shall have executed and delivered to Agent the Commitment Reallocation Letter Agreement, among Agent, Borrower, and the
Lenders, in form and substance acceptable to Agent in its Permitted Discretion;


 


(c)
The representations and warranties contained in the Loan Documents and in any certificates delivered to Agent in connection with
the closing of this Amendment shall be true and correct in all material respects, and all covenants and agreements required to
have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Agent;


 


(d)
All actions taken in connection with the execution and delivery of this Amendment shall be completely satisfactory to Agent and
its counsel, and Agent and its counsel shall have received copies of all such documents, instruments, and other items as Agent
or its counsel may reasonably request in connection therewith, all in form and substance satisfactory to Agent and its counsel,
in their sole discretion;


 


(e)
There has been no occurrence of any Default or Event of Default that is continuing and/or the exercise by Agent or any Lender
of any and all of its available rights and remedies with respect thereto;


 


(f)
Borrower shall have paid to Agent all fees and out-of-pocket costs, expenses, and disbursements, including without limitation,
reasonable fees and expenses of counsel (whether in house counsel or retained counsel) incurred by Agent in connection with the
development, preparation, execution, administration, interpretation, or performance of this Amendment and the documents to be
entered into and/or reviewed in connection therewith; and


 


(g)
Such other matters as Agent shall reasonably require.


 


7.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK IN RELIANCE ON NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN APPLICATION OF THE
LAWS OF A DIFFERENT JURISDICTION; EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE
LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED
ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED
BY THE LAW OF SUCH STATE, FEDERAL LAW OR THE LAW OF THE STATE OF NEW YORK, AS APPLICABLE, SHALL GOVERN THE CONSTRUCTION, VALIDITY
AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT
PERMITTED BY Applicable LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY CLAIM TO ASSERT THAT THE Applicable LAW OF ANY OTHER JURISDICTION GOVERNS THIS
AMENDMENT.


 






    3


     


    

 


8.
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.


 


9.
Except as specifically modified herein, the Loan Agreement and the other Loan Documents are hereby ratified and confirmed. Borrower
and Agent agree that the Loan Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding
and enforceable in accordance with their respective terms. Borrower agrees (i) that this Amendment is not intended to constitute,
and does not constitute or give rise to, and shall not cause any novation, cancellation or extinguishment of any or all of the
Obligations or of any interests owned or held by Agent (and not previously released) in and to any of the Collateral, and (ii)
to pay the Loan and all related expenses, as and when due and payable in accordance with the Loan Agreement and the other Loan
Documents (as amended hereby), and to observe and perform the Obligations, and do all things necessary which are not prohibited
by law to prevent the occurrence of any Event of Default.


 


10.
This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile, portable document format (.pdf), or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this Amendment.


 


11.
Borrower HEREBY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE
ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM
AGENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Borrower HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES EACH LENDER AND AGENT AND EACH OF THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES,
AFFILIATES, ATTORNEYS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL CLAIMS WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW
OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED THAT Borrower
MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,
TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND THAT ARISE FROM ANY OF THE LOANS, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND/OR THE NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT, INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
LAWFUL RATE APPLICABLE. Borrower ACKNOWLEDGES THAT THE FOREGOING RELEASE IS A MATERIAL
INDUCEMENT TO AGENT AND LENDERS’ DECISION TO EXTEND TO SUCH CREDIT PARTY THE FINANCIAL ACCOMMODATIONS HEREUNDER AND HAS
BEEN RELIED UPON BY AGENT IN AGREEING TO MAKE THE LOAN. Borrower HEREBY FURTHER
SPECIFICALLY WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE (TO THE EXTENT APPLICABLE), WHICH
PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,”
AND FURTHER WAIVES ANY SIMILAR RIGHTS UNDER APPLICABLE LAWS.


 


[Remainder
of page intentionally blank; signature pages follow.]


 




    4


     


    

 


IN
WITNESS WHEREOF, the Borrower, Agent and Lenders have executed this Ninth Amendment to Loan and Security Agreement as of the date
first above written.


 


	 	BORROWER:
	 	 
	 	HARVEST
    CAPITAL CREDIT CORPORATION,
	 	a
    Delaware corporation
	 	 	 
	 	By:
    	/s/
    William E. Alvarez, Jr.
	 	Name: 	William
    E. Alvarez, Jr.  
	 	Title:
    	Chief
    Financial Officer
	 	 	 
	 	HCAP
    Equity Holdings, LLC,
	 	a
    Delaware limited liability company
	 	 	 
	 	By:
    	Harvest
    Capital Credit Corporation, 
	 	 	its
    sole Member
	 	 	 
	 	By:
    	/s/
    William E. Alvarez, Jr.
	 	Name:	William
    E. Alvarez, Jr.  
	 	Title:
    	Chief
    Financial Officer
	 	 	 
	 	HCAP
    ICC, LLC,
	 	a
    Delaware limited liability company
	 	 	 
	 	By:
    	Harvest
    Capital Credit Corporation, 
	 	 	its
    sole Member
	 	 	 
	 	By:
    	/s/
    William E. Alvarez, Jr.
	 	Name:	William
    E. Alvarez, Jr.  
	 	Title:
    	Chief
    Financial Officer


 


[Signature
Page]


Ninth
Amendment to Loan and Security Agreement


 




     


     


    

 


	 	ADMINISTRATIVE
    AGENT, COLLATERAL AGENT, PAYMENT AGENT AND LENDER:
	 	 
	 	PACIFIC
    WESTERN BANK
	 	(successor-by-merger
    to CapitalSource Bank), 
	 	a
    California state-chartered bank
	 	 	 
	 	By:
    	/s/
    Brian Petronis
	 	Name:	Brian
    Petronis
	 	Title:	SVP,
    Portfolio Manager


 


[Signature
Page]


Ninth
Amendment to Loan and Security Agreement

 




     


     


    

 


	 	LENDER:
    
	 	 
	 	CITY
    NATIONAL BANK, 
	 	as
    a Lender
	 	 	 
	 	By:
    	/s/
    Eric Lo
	 	Name: 	Eric
    Lo 
	 	Title:
    	Senior
    Vice President


 


[Signature
Page]


Ninth
Amendment to Loan and Security Agreement

 




     


     


    

 


ANNEX
A


TO
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


Conformed
Loan and Security Agreement


 


(See
attached.)


 




     


     


    

 


CONFORMED LOAN AND SECURITY AGREEMENT GIVING
EFFECT TO THAT CERTAIN NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, DATED MAY 20, 2020, AND EFFECTIVE AS OF APRIL 30, 2020 (THE
“NINTH AMENDMENT”). THIS CONFORMED LOAN AND SECURITY AGREEMENT IS INTENDED FOR REFERENCE PURPOSES ONLY AS AN
ANNEX TO THE NINTH AMENDMENT, AND IS NOT OTHERWISE A LEGAL DOCUMENT.


 


LOAN AND SECURITY AGREEMENT


 


by and among


 


HARVEST CAPITAL CREDIT CORPORATION,


HCAP
Equity Holdings, LLC,


HCAP
ICC, LLC, and


each
other Subsidiary Borrower from time to time party hereto,


as Borrower,


 


PACIFIC WESTERN BANK,


as Agent and a Lender,


 


and each of the other
Lenders from time to time party hereto


 


Dated as of


October 29, 2013


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	I.	DEFINITIONS	1
	 	1.1	General Terms	1
	 	 	 	 
	II.	LOAN, PAYMENTS, INTEREST AND COLLATERAL	4445
	 	2.1	The Loan	4445
	 	2.2	Interest on the Loan	4647
	 	2.3	Loan Disbursements; Requirement to Deliver Borrowing Certificate	4748
	 	2.4	Loan Collections; Repayment	4849
	 	2.5	Promise to Pay; Manner of Payment	4950
	 	2.6	Repayment of Excess Advances	5152
	 	2.7	Other Mandatory Prepayments	5253
	 	2.8	Payments by Agent; Protective Advances	5354
	 	2.9	Grant of Security Interest; Collateral	5354
	 	2.10	Collateral Administration	5657
	 	2.11	Power of Attorney	5859
	 	2.12	Increase of Maximum Loan Amount.	5960
	 	2.13	Letters of Credit.	60
	 	 	 	 
	III.	FEES AND OTHER CHARGES	6061
	 	3.1	Commitment Fee	6061
	 	3.2	Early Termination Fee	6061
	 	3.3	Unused Line Fee and Minimum Balance Fee	61
	 	3.4	Computation of Fees; Lawful Limits	6261
	 	3.5	Default Rate of Interest	62
	 	3.6	Increased Costs; Capital Adequacy	62
	 	3.7	Standby Letters of Credit Fee	63
	 	 	 	 
	IV.	CONDITIONS PRECEDENT	64
	 	4.1	Conditions to the Initial Advance and Closing	64
	 	4.2	Conditions to Each Advance	66



 






    i


     


    

 


	V.	REPRESENTATIONS AND WARRANTIES	67
	 	5.1	Organization and Authority	67
	 	5.2	Loan Documents	68
	 	5.3	Subsidiaries, Capitalization and Ownership Interests	68
	 	5.4	Properties	68
	 	5.5	Other Agreements	69
	 	5.6	Litigation	69
	 	5.7	Hazardous Materials	69
	 	5.8	Tax Returns; Governmental Reports; Taxes	70
	 	5.9	Financial Statements and Reports	70
	 	5.10	Compliance with Law; Business	7170
	 	5.11	Intellectual Property	71
	 	5.12	Licenses and Permits; Labor	71
	 	5.13	No Default; Solvency	72
	 	5.14	Disclosure	72
	 	5.15	Existing Indebtedness; Investments, Guarantees and Contracts; Contractual Obligations	72
	 	5.16	Affiliated Agreements	7372
	 	5.17	Insurance	73
	 	5.18	Names; Location of Offices, Records and Collateral; Deposit Accounts	73
	 	5.19	Non-Subordination	73
	 	5.20	Pledged Loans	73
	 	5.21	Administrator; Investment Adviser	74
	 	5.22	Legal Investments; Use of Proceeds	74
	 	5.23	Broker’s or Finder’s Commissions	7574
	 	5.24	Licensing, Permits, Etc.	75
	 	5.25	Anti-Terrorism; OFAC	75
	 	5.26	Environmental Matters	7675
	 	5.27	Survival	76
	 	5.28	Regulated Entities; Investment Company Act	76
	 	5.29	Material Contracts	76
	 	 	 	 
	VI.	AFFIRMATIVE COVENANTS	7776
	 	6.1	Financial Statements, Reports and Other Information	7776
	 	6.2	Payment of Obligations	80
	 	6.3	Conduct of Business and Maintenance of Existence and Assets	80
	 	6.4	Compliance with Legal and Other Obligations	8180
	 	6.5	Insurance	81
	 	6.6	True Books	81
	 	6.7	Inspection; Periodic Audits; Quarterly Review	81
	 	6.8	Further Assurances; Post Closing	8281
	 	6.9	Payment of Indebtedness	82
	 	6.10	Other Liens	8382
	 	6.11	Use of Proceeds	8382
	 	6.12	Collateral Documents; Security Interest in Collateral	83
	 	6.13	Attached Equity Interests and Retained Equity Interests	83
	 	6.14	Portfolio Collateral Documents	8483
	 	6.15	Administration Agreement; Sub-Administration Agreement; Backup Administrator; Advisory Agreement	84
	 	6.16	BDC Status	85
	 	6.17	Refinancing Right of First Refusal	85
	 	6.18	Portfolio Requirements	86
	 	6.19	Deposit Accounts with Agent	87



 






    ii


     


    

 


	VII.	NEGATIVE COVENANTS	8887
	 	7.1	Indebtedness	8887
	 	7.2	Liens	88
	 	7.3	Investment Property; Collateral; Subsidiaries	8988
	 	7.4	Dividends; Redemptions; Equity	9089
	 	7.5	Transactions with Affiliates	90
	 	7.6	Charter Documents; Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Taxes; Trade Names	91
	 	7.7	Transfer of Collateral	91
	 	7.8	Guarantees	9291
	 	7.9	Truth of Statements	92
	 	7.10	Sale of Collateral	92
	 	7.11	Credit Policy	9392
	 	7.12	Anti-Terrorism; OFAC	93
	 	7.13	Deposit Accounts	93
	 	7.14	Change in Business	93
	 	7.15	Administration Agreement; Sub-Administration Agreement; Advisory Agreement	9493
	 	7.16	Valuation Policy.	94
	 	7.17	RIC Status.	9594
	 	7.18	Tangible Net Worth	9594
	 	7.19	Debt Service Coverage Ratio	95
	 	7.20	Minimum Liquidity	95
	 	7.21	Maximum Leverage Ratio	95
	 	7.22	SBIC Guarantee.	95
	 	7.23	Payments of Unsecured Longer-Term Indebtedness.	95
	 	 	 	 
	VIII.	EVENTS OF DEFAULT	9695
	 	 	 	 
	IX.	RIGHTS AND REMEDIES AFTER DEFAULT	9998
	 	9.1	Rights and Remedies	9998
	 	9.2	Application of Proceeds	10099
	 	9.3	Rights to Appoint Receiver	100
	 	9.4	Attorney-in-Fact	100
	 	9.5	Rights and Remedies not Exclusive	101100
	 	 	 	 
	X.	WAIVERS AND JUDICIAL PROCEEDINGS	101
	 	10.1	Waivers	101
	 	10.2	Delay; No Waiver of Defaults	101
	 	10.3	Jury Waiver	101
	 	10.4	Amendment and Waivers	102
	 	 	 	 
	XI.	EFFECTIVE DATE AND TERMINATION	103102
	 	11.1	Effectiveness and Termination	103102
	 	11.2	Survival	103



 






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	XII.	MISCELLANEOUS	103
	 	12.1	Governing Law; Jurisdiction; Service of Process; Venue	103
	 	12.2	Successors and Assigns; Assignments and Participations	105104
	 	12.3	Application of Payments	108107
	 	12.4	Indemnity	108
	 	12.5	Notice	109
	 	12.6	Severability; Captions; Counterparts; Electronic Signatures	109
	 	12.7	Expenses	110109
	 	12.8	Entire Agreement	110
	 	12.9	Approvals and Duties	111110
	 	12.10	Confidential/Publicity	111
	 	12.11	Release of Collateral	113
	 	12.12	Appointment of Servicer	114113
	 	 	 	 
	XIII.	AGENT PROVISIONS; SETTLEMENT	115114
	 	13.1	Agent	115114
	 	13.2	Amendments, Waivers and Consents	120119
	 	13.3	Set-off and Sharing of Payments	121120
	 	13.4	Disbursement of Funds	122121
	 	13.5	Settlements; Payments; and Information	122121
	 	13.6	Dissemination of Information	124123
	 	13.7	Defaulting Lender	124123
	 	13.8	Taxes	125124
	 	13.9	Inability to Determine Rates 129Discontinuation of LIBOR; Selection of Alternative Index	128
	 	13.10	Patriot Act	129




 


EXHIBITS


 


	Exhibit A	Borrowing Certificate
	Exhibit B	Request for Advance
	Exhibit C	Credit and Collection Policies and Procedures
	Exhibit D	Form of Promissory Note


 


SCHEDULES


 


	Schedule A	Commitments; Account Information
	Schedule 2.1	Borrowing Certificate (April 24, 2020) 
	Schedule 5.1	Organization and Authority
	Schedule 5.3	Directors and Officers
	Schedule 5.4	Properties
	Schedule 5.8	Tax Returns; Governmental Reports
	Schedule 5.11	Intellectual Property
	Schedule 5.15	Investments
	Schedule 5.16	Affiliated Agreements
	Schedule 5.17	Insurance
	Schedule 5.18A	Location of Offices, Records and Collateral
	Schedule 5.18B	Deposit Accounts
	Schedule 5.29	Operating Contracts
	Schedule 6.8	Further Assurances and Post Closing Deliverables
	“Broker Schedule”	Broker’s, Finder’s or Placement Fees


 




    iv


     


    

 


LOAN AND
SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”)
dated as of October 29, 2013, is entered into by and among HARVEST CAPITAL CREDIT CORPORATION, a Delaware corporation
(“Harvest”), HCAP Equity Holdings, LLC, a Delaware
limited liability company (“Attached Equity Holder”), and HCAP
ICC, LLC, a Delaware limited liability company (“ICC Loan Subsidiary”), and each other Subsidiary
of Harvest from time to time party hereto as a “Borrower” (together with Attached Equity Holder and ICC Loan Subsidiary,
each individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”
and together with Harvest, each individually and collectively, jointly and severally, the “Borrower”),
each of the financial institutions from time to time party hereto (individually each a “Lender” and collectively
the “Lenders”) and PACIFIC WESTERN BANK (successor-by-merger to CapitalSource Bank), a California
state-chartered bank (“Pacific Western”), as administrative, payment and collateral agent for itself,
as a Lender and for the other Lenders (together with its successors and assigns in such capacities, “Agent”).


 


WHEREAS, Borrower
has requested that Lenders make available to Borrower a revolving credit facility in a maximum principal amount of up to the Maximum
Loan Amount, which, as of the ClosingNinth
Amendment Effective Date is Fifty-FiveForty-Five
Million and No/100 Dollars ($55,000,00045,000,000),
subject at all times to Availability, the proceeds of which shall be used by Borrower to provide Underlying Loans to Underlying
Borrowers (the “Business”), to pay closing expenses related to the Loan, for payments to Agent and Lenders
and otherwise in accordance with this Agreement;


 


WHEREAS, Borrower
is willing to grant Agent, for the benefit of Agent and Lenders, a lien on and security interest in the Collateral to secure the
Loan and other financial accommodations being granted by Lenders to Borrower; and


 


WHEREAS, Lenders
are willing to make the Loan available to Borrower upon the terms and subject to the conditions set forth herein.


 






    1


     


    

 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged,
Borrower, Agent and Lenders hereby agree as follows:


 


I. DEFINITIONS


  


1.1 General
Terms


 


For purposes of the
Loan Documents and all Annexes thereto, in addition to the definitions above and elsewhere in this Agreement or the other Loan
Documents, the terms listed in this Article I shall have the meanings given such terms in this Article I (and such
meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require). All
capitalized terms used which are not specifically defined shall have the meanings provided in Article 9 of the UCC in effect
on the date hereof to the extent the same are used or defined therein. Unless otherwise specified, references in this Agreement
or any of the appendices to a Section, subsection, or clause refer to such Section, subsection, or clause as contained in this
Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole, including all Annexes, as the same may from time to time be amended, restated, modified, or supplemented,
and not to any particular section, subsection or clause contained in this Agreement or any such Annex. Any term which is defined
by reference to any agreement, instrument, or document shall have the meaning ascribed to such term in such other agreement, instrument,
or document as amended, restated, supplemented, or otherwise modified from time to time and, in each case such meaning shall not
be affected if any such document is terminated. Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and the plural and pronouns stated in the masculine, feminine, or neuter gender shall
include the masculine, feminine, and neuter genders. The words “including”, “includes”, and “include”
shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references
to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents)
or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes
and related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision
in any Loan Document refers to the knowledge (or an analogous phrase) of any Person, such words are intended to signify that such
Person has actual knowledge or awareness of a particular fact or circumstance or that such Person, if it had exercised reasonable
diligence, would have known or been aware of such fact or circumstance. Unless otherwise specified herein, this Agreement and any
agreement or contract referred to herein shall mean such agreement as modified, amended or supplemented from time to time. Unless
otherwise specified, as used in the Loan Documents or in any certificate, report, instrument or other document made or delivered
pursuant to any of the Loan Documents, all accounting terms not defined in this Article I or elsewhere in this Agreement
shall have the meanings given to such terms in and shall be interpreted in accordance with GAAP. Any reference herein to a merger,
transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to
a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited
liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer,
consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of, or with a separate Person. Any
division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division
of any limited liability company, limited partnership or trust that is a Subsidiary, joint venture or any other like term shall
also constitute such a Person or entity).


 


“Acquired
Start-Up” shall mean, as of any date of determination, any Person (a) that any Underlying Borrower has, in any transaction
or series of transactions consummated as of a date that is less than twelve (12) months prior to such date of determination, (x)
merged with, purchased, owned, held, invested in or otherwise acquired any obligations or Equity Interests or securities thereof,
or any other interest in, or (y) otherwise acquired all or substantially all of the assets thereof and (b) that (x)
was organized or incorporated (as applicable) as of a date that is less than twelve (12) months prior to such date of determination
or (y) otherwise has business operations for a period less than twelve (12) months prior to such date of determination.


 


“Adjusted
Fixed Charge Coverage Ratio” shall mean, with respect to any Eligible Agreed Asset Loan, (a) as of any date prior to
the twelve (12) month anniversary of the date that the related Eligible Agreed Asset Underlying Borrower is in existence, the Fixed
Charge Coverage Ratio for such Eligible Agreed Asset Loan, as measured on an annualized basis for each of the initial three (3)
fiscal quarters for which financial statements are provided, and (b) as of any date of determination on or after the twelve (12)
month anniversary of the date that the related Eligible Agreed Asset Underlying Borrower is in existence, the Fixed Charge Coverage
Ratio for such Eligible Agreed Asset Loan, as measured on a trailing twelve (12) month basis.


 






    2


     


    

 


“Adjusted
Principal Balance” shall mean, with respect to any Pledged Loan as of any date of determination, the outstanding principal
amount of such Pledged Loan as of such date; provided, however, that the Adjusted Principal Balance of any Pledged
Loan that defers or capitalizes interest shall exclude such deferred or capitalized interest, and the Adjusted Principal Balance
shall exclude any protective advances made in respect of such Pledged Loan.


 


“Administration
Agreement” shall mean (a) as of any date prior to April 29, 2018, that certain Administration Agreement, dated as of
April 29, 2013, by and between JMPCA and Harvest, and (b) as of any date on or after April 29, 2018, that certain Administration
Agreement, dated as of April 29, 2018, by and between HCAP Advisors and Harvest, as such may be amended, modified or supplemented
from time to time in accordance with the terms thereof and hereof.


 


“Administrator”
shall mean (a) as of any date prior to April 29, 2018, JMPCA, and (b) as of any date on or after April 29, 2018, HCAP Advisors,
or any other Person serving as administrator for Harvest pursuant to the terms of the Administration Agreement or otherwise.


 


“Administrator
Default” shall mean any material breach, as determined by the Agent in its Permitted Discretion, of the terms of the
Administration Agreement or the Multi-Party Agreement by Administrator, including without limitation (and for the avoidance of
doubt), to the extent that any Delegated Functions have been (and during such time as such Delegated Functions are) delegated to
the Sub-Administrator, any Sub-Administrator Default which has the effect of causing a material breach by Administrator of the
Administration Agreement.


 


“Advance”
shall mean any borrowing under and advance of the Loan, including without limitation any Restricted Advance. Any amounts paid by
Agent on behalf of Borrower under any Loan Document shall be an Advance for purposes of this Agreement.


 


“Advisory
Agreement” shall mean that certain Investment Advisory and Management Agreement, dated as of April 29, 2013, by and among
Investment Adviser and Harvest, as such may be amended, modified or supplemented from time to time in accordance with the terms
thereof and hereof.


 


“Advisory
Fee” shall mean that certain Base Management Fee (as defined in the Advisory Agreement) payable to Investment Adviser
pursuant to the Advisory Agreement in an amount not to exceed 2% of the gross assets of Harvest up to $350,000,000, 1.75% of the
gross assets of Harvest greater than $350,000,000 but less than $1,000,000,000, and 1.5% of the gross assets of Harvest greater
than $1,000,000,000.


 


“Affiliate”
or “affiliate” shall mean, as to any Person, any other Person (a) that, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such Person, (b) who is a director
or officer (i) of such Person, (ii) of any Subsidiary of such Person, or (iii) of any Person described in clause
(a) above with respect to such Person, or (c) which, directly or indirectly through one or more intermediaries, is the
beneficial or record owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended, as the same is in effect
on the date hereof) of five percent (5%) or more of any class of the outstanding voting Equity Interests, securities or other equity
or ownership interests of such Person. For purposes of this definition, the term “control” (and the correlative terms,
“controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies, whether through ownership of securities or other interests,
by contract or otherwise; provided, however, that notwithstanding anything herein to the contrary, for purposes of
Article V, Section 6.1(c), and Section 12.4 of this Agreement, the terms “Affiliate” and “affiliate”
in relation to any Borrower shall not include any other Person whose Attached Equity Interests or Retained Equity Interests are
held by any Borrower in the ordinary course of business.


 






    3


     


    

 


“Affiliated
Underlying Borrower” shall mean an Underlying Borrower that satisfies all of the requirements for an “Eligible
Underlying Borrower” other than those provided in clause (c) of the definition thereof.


 


“Agent”
shall have the meaning assigned to it in the introductory paragraph hereof.


 


“Aggregate
Principal Balance” shall mean, when used with respect to the Pledged Loans in the Financed Portfolio, the sum of the
Adjusted Principal Balances of all or of such portion (as applicable) of the Eligible Loans.


 


“Agreed Asset
Collateral” shall mean Underlying Collateral that (a) secures an Eligible Agreed Asset Loan, (b) is physically located
in (x) the United States or Canada, or (y) a Permitted Foreign Jurisdiction, and (c) to the extent such Underlying
Collateral does not satisfy all of the requirements for Underlying Collateral securing an Eligible Loan, such Underlying Collateral
is approved by Agent in its sole discretion.


 


“Agreement”
shall have the meaning assigned to it in the introductory paragraph hereof.


 


“Allocated
Loan Amount” shall mean, as it relates to any Pledged Loan, the outstanding principal balance of the Loan allocated to
such Pledged Loan as described in the most recent Borrowing Certificate delivered to Agent, whether pursuant to Section 6.1(b)
hereof or otherwise.


 


“Alternative
Index” shall have the meaning assigned to such term in the definition of “LIBOR” below.


 


“Alternative
Rate” shall mean a rate per annum equal the Alternative Index plus the Alternative Spread. 


 


“Alternative
Spread” shall mean, as of the last date that the LIBOR is used to calculate the Calculated Rate, the difference between (a)
the Calculated Rate, minus (b) the Alternative Index.


 


“Amortization
Period” shall mean the period beginning on the day after the last day of the Revolving Period and ending on the last
day of the Term.; provided,
however, that for purposes of Section 2.7(b) hereof, notwithstanding any other term or provision of this Agreement to the contrary,
upon the expiration of the Revolving Period pursuant to clause (a) of the definition thereof, the “Amortization Period”
shall be deemed to have commenced as of May 1, 2020.


 






    4


     


    

 


“Applicable
Law” shall mean any and all federal, state, local and/or applicable foreign statutes, ordinances, rules, regulations,
court orders and decrees, administrative orders and decrees, and other legal requirements of any and every conceivable type applicable,
as the context may require, (i) to the Loan, the Loan Documents, Borrower, Investment Adviser, Administrator, Sub-Administrator,
or the Collateral or any portion thereof or (ii) an Underlying Borrower, its business or operations, an Underlying Loan, the Underlying
Loan Documents or the Underlying Collateral.


 


“Applicable
Rate” shall mean the interest rate applicable to the Obligations from time to time in accordance with the terms of this
Agreement.


 


“Approved
Bank” shall have the meaning assigned to it in the definition of “Cash Equivalents”.


 


“Approved
Replacement” shall mean any employee of or advisor to Borrower who is replacing a Person of like qualification and experience
and which has been approved in such capacity in writing by the Requisite Lenders, such approval not to be unreasonably withheld.


 


“Approved
Syndicated Loan” shall mean an Underlying Loan constituting a syndicated loan transaction or a loan participation transaction
(i) that is held by two (2) or more lenders; (ii) that has been fully consummated prior to such Underlying Loan becoming a Pledged
Loan; (iii) where, as it relates to any such Underlying Loans that were not originated by Borrower, all required notifications,
assignments and consents, if any, have been given to the applicable collateral agent, paying agent, administrative agent and any
other parties required by the Underlying Loan Documents in relation to such Pledged Loan, have been obtained and/or given with
respect to Borrower’s acquisition of the applicable interest in the Pledged Loan; (iv) where the right to control the actions
of and replacement of the applicable collateral agent, paying agent and/or administrative agent in relation to such Pledged Loan
may be exercised by at least a majority in interest of all holders of such Pledged Loan; (v) in relation to which all underlying
Indebtedness of the Underlying Borrower is of the same priority, all such underlying Indebtedness of the Underlying Borrower relating
to such syndicated loan transaction or loan participation transaction is cross-defaulted, and all holders of such underlying Indebtedness
(A) have an undivided interest in the Underlying Collateral and (B) may transfer or assign their right, title and interest in the
Underlying Loan and the Underlying Collateral, and (vi) that provides for standard, market restrictions on (A) the ability of any
agent and/or lenders in relation to such Underlying Loan to release any guarantor or material portion of any Underlying Collateral
without the approval of at least a majority in interest of all holders of such Underlying Loan and/or (B) the ability of any agent
and/or lenders in relation to such Underlying Loan to take any action that would (1) materially and adversely affect or increase,
as applicable, the rights, duties or obligations of any lender (including any participant lender) thereunder, (2) alter the interest
rate payable in relation to such Underlying Loan or (3) extend the maturity date or the due date for any required payments in relation
to such Underlying Loan, in each case without the approval of each such affected lender (including any participant lender); provided,
however, that Approved Syndicated Loans may consist of loan participation transactions so long as the sum of (I) the Adjusted
Principal Balance of such Approved Syndicated Loans consisting of loan participation transactions, plus (II) the Adjusted
Principal Balance of any Broadly Syndicated Loans consisting of loan participation transactions (in the aggregate), does not exceed
the greater of (x) ten percent (10%) of the Aggregate Principal Balance and (y) $5,000,000.


 






    5


     


    

 


“Attached
Equity Holder” shall have the meaning assigned to such term in the introductory paragraph hereof.


 


“Attached
Equity Interest” shall mean any Equity Interests in an Underlying Borrower or any Affiliate issued to the Borrower in
connection with, or as condition to, entering into the related Underlying Loan.


 


“Availability”
shall have the meaning assigned to it in Section 2.1 hereof.


 


“Available
Amounts” shall mean, as of any Payment Date, the sum of (a) all payments (including any prepayments (both voluntary
and mandatory)) of principal, interest or fees collected from any of the Collateral during the related month, (b) all liquidation
proceeds from the sale or disposition of any Pledged Loan and/or any property related thereto during the related month, whether
to a third party purchaser or an Affiliate of Borrower, (c) all other amounts of any and every description payable to Borrower
by or on behalf of such Underlying Borrower pursuant to the applicable Underlying Loan Documents, (d) all other proceeds of
the Collateral received by Borrower, Investment Adviser, Administrator, Sub-Administrator, Agent or any Lender during the related
month, including, but not limited to, judgment awards or settlements, late charges, insurance proceeds, refinancing proceeds, condemnation
proceeds and other income collected from any source arising in connection with the Collateral, and (e) all interest earned
on the amounts on deposit in the Blocked Account since the previous Payment Date.


 


“Backup Administrator”
shall mean any Person engaged by Agent to perform services in accordance with a Backup Administration Agreement.


 


“Backup Administrator
Fee” shall mean any fee payable monthly to a Backup Administrator, as specified in the applicable Backup Administration
Agreement.


 


“Backup Administration
Agreement” shall mean any backup administration agreement entered into by Agent, Backup Administrator and/or Harvest
from time to time that provides for the provision of backup administration by a Backup Administrator , as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof.


 


“Balance Register”
shall have the meaning assigned to it in Section 2.1(a)(ii) hereof.


 


“Bank Products
Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management or depositary arrangements entered into between Borrower and
Lender or an Affiliate of Lender, in its separate capacity as a party to such Bank Products Agreement, as amended, modified or
supplemented from time to time in accordance with the terms thereof and hereof.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101 et. seq., as amended from time to time.


 






    6


     


    

 


“BDC”
shall mean a “business development company” under the Investment Company Act.


 


“Blocked Account”
shall have the meaning assigned to it in Section 2.4(a) hereof.


 


“Blocked Account
Agreement” shall mean that certain Blocked Account Agreement, dated as of the Closing Date, by and among Agent, Harvest
and Blocked Account Bank, which pledges the Blocked Account and all funds and sums contained therein to Agent, for the benefit
of Agent and Lenders, and provides for disposition of funds therefrom, as amended, modified, supplemented or replaced from time
to time in accordance with the terms thereof and hereof.


 


“Blocked Account
Bank” shall mean US Bank, National Association, together with its successors and permitted assigns and any financial
institution replacing the named financial institution acceptable to Agent in its sole discretion.


 


“Borrower”
shall have the meaning assigned to it in the introductory paragraph hereof.


 


“Borrower’s
Investible Capital” shall mean, as of any date of determination, an amount equal to Harvest’s Tangible Net Worth
plus Availability.


 


“Borrower
Loan Clearing Account” shall mean those certain Deposit Accounts of Borrower or Administrator (and/or any subaccounts
thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts)) designated as such on
Schedule 5.18B attached hereto and incorporated herein by reference (as may be updated from time to time (prior to the occurrence
and continuance of any Event of Default) by written notice of Borrower to Agent pursuant to the terms and provisions of Section
2.10(h)).


 


“Borrower
Loan Clearing Account Agreement” shall mean that certain Blocked Account Agreement, dated as of the Seventh Amendment
Effective Date, by and among Agent, Administrator and Blocked Account Bank, which pledges the Borrower Loan Clearing Account and
all funds and sums contained therein to Agent, for the benefit of Agent and Lenders, and provides for disposition of funds therefrom,
as amended, modified, supplemented or replaced from time to time in accordance with the terms thereof and hereof.


 


“Borrower
Prepayment Charges” shall mean, with respect to any Indebtedness of Borrower (other than the Obligations), any charges
actually paid by Borrower (pursuant to the terms and provisions of the documents, instruments, and agreements evidencing such Indebtedness)
in cash during the relevant period of determination in conjunction with the purchase, redemption, retirement or other acquisition
of or voluntary payment or prepayment of the principal of or interest on, such Indebtedness (excluding, for the avoidance of doubt,
(x) any amounts paid by Borrower with respect to regularly scheduled payments, prepayments or redemptions of principal and
interest in respect of any such Indebtedness as required pursuant to the instruments evidencing such Indebtedness, and/or (y)
any amounts paid by Borrower with respect to the payment or prepayment of the principal of or interest on such Indebtedness in
conjunction with the exercise of remedies or of any right to accelerate the maturity thereof by the holder of such Indebtedness).


 






    7


     


    

 


“Borrowing
Base” shall mean, as of any date of determination, the sum (without duplication) of:


 


(a) with
respect to each Pledged Loan constituting an Eligible Senior Secured Loan, the product of (i) sixty-five percent (65%), multiplied
by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or (B) the Fair Value of such PledgePledged
Loan; plus


 


(b) with
respect to each Pledged Loan constituting an Eligible Senior Secured Last-Out Loan, the product of (i) sixty percent (60%), multiplied
by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or (B) the Fair Value of such PledgePledged
Loan; plus


 


(c) with
respect to each Pledged Loan constituting an Eligible Junior Secured Loan, the product of (i) fifty-five percent (55%), multiplied
by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or (B) the Fair Value of such PledgePledged
Loan; plus


 


(d) with
respect to each Pledged Loan constituting an Eligible Junior Secured Subordinated Loan, the product of (i) fifty percent (50%),
multiplied by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or (B) the Fair Value of such PledgePledged
Loan; plus


 


(e) with
respect to each Pledged Loan constituting an Eligible Secured Subordinated Loan or an Eligible Covenant-Lite Loan, the product
of (i) forty percent (40%), multiplied by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or
(B) the Fair Value of such PledgePledged
Loan; plus


 


(f) with
respect to each Pledged Loan constituting an Eligible Allowed Affiliated Interest Loan, the product of (i) the lesser of (x)
to the extent such Underlying Loan satisfies the criteria of an Eligible Secured Subordinated Loan or Eligible Covenant-Lite Loan,
the advance rate that such Underlying Loan would otherwise be subject to as set forth in clause (e) above (as applicable),
or (y) fifty percent (50%), multiplied by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan
or (B) the Fair Value of such PledgePledged
Loan; plus


 


(g) with
respect to each Pledged Loan constituting an Eligible Allowed Controlling Interest Loan, the product of (i) forty percent (40%),
multiplied by (ii) the lesser of (A) the Adjusted Principal Balance of such Pledged Loan or (B) the Fair Value of such PledgePledged
Loan; plus


 


(h) with
respect to each Pledged Loan constituting an Eligible Agreed Asset Loan, (i) to the extent the Agreed Asset Collateral securing
such Underlying Loan is physically located in the United States or Canada, (A) the percentage agreed to by Agent with respect to
such Underlying Loan in its sole discretion (which shall in any case be equal to or greater than fifty percent (50%)), multiplied
by (B) the lesser of (x) the Adjusted Principal Balance of such Pledged Loan or (y) the Fair Value of such PledgePledged
Loan, and (ii) to the extent the Agreed Asset Collateral securing such Underlying Loan is physically located in a Permitted Foreign
Jurisdiction, (A) forty percent (40%)), multiplied by (B) the lesser of (x) the Adjusted Principal Balance of such
Pledged Loan or (y) the Fair Value of such PledgePledged
Loan. Notwithstanding the foregoing, the advance rates may be decreased in accordance with the terms of this Agreement; plus


 






    8


     


    

 


(i) with
respect to the aggregate amount of any Restricted Advance held in the BlockedRestricted
Advance Account as of any date of determination, the product of (i) one-hundred percent (100%), multiplied by
(ii) the aggregate amount of such Restricted Advance held in the BlockedRestricted
Advance Account.;


 


provided,
however, that (x) with respect to any proposed Advance under the Loan on or after the Ninth Amendment Effective Date through
the expiration of the Revolving Period,
the calculation of the Borrowing Base shall not include any Restricted Underlying Loan and (y) for purposes of calculating
the Borrowing Base as of any date of determination on or after the date any Substituted Static Loan is designated by Borrower to
replace an Ineligible Loan in the Static Financed Asset Pool pursuant to Section 2.6(b) below, the Borrowing Base with respect
to such Substituted Static Loan shall be the lesser of (I) the applicable amount calculated with respect to such Substituted Static
Loan pursuant to clauses (a) through (h) above (as applicable), or (II) the applicable amount calculated, pursuant to clauses (a)
through (h) above (as applicable), with respect to the Ineligible Loan such Substituted Static Loan replaced in the Static Financed
Asset Pool.


 


“Borrowing
Certificate” shall mean a Borrowing Certificate substantially in the form of Exhibit A hereto.


 


“Borrowing
Date” shall have the meaning assigned to it in Section 2.3 hereof.


 


“Broadly Syndicated
Loan” shall mean an Underlying Loan constituting a syndicated loan transaction or a loan participation transaction (i)
that is held by five (5) or more lenders; (ii) that has been fully consummated prior to such Underlying Loan becoming a Pledged
Loan; (iii) where, as it relates to any such Underlying Loans that were not originated by Borrower, all required notifications,
assignments and consents, if any, have been given to the applicable collateral agent, paying agent, administrative agent and any
other parties required by the Underlying Loan Documents in relation to such Pledged Loan, have been obtained and/or given with
respect to Borrower’s acquisition of the applicable interest in the Pledged Loan; (iv) where the right to control the actions
of and replacement of the applicable collateral agent, paying agent and/or administrative agent in relation to such Pledged Loan
may be exercised by at least a majority in interest of all holders of such Pledged Loan; (v) in relation to which all underlying
Indebtedness of the Underlying Borrower is of the same priority, all such underlying Indebtedness of the Underlying Borrower relating
to such syndicated loan transaction or loan participation transaction is cross-defaulted, and all holders of such underlying Indebtedness
(A) have an undivided interest in the Underlying Collateral and (B) may transfer or assign their right, title and interest in the
Underlying Loan and the Underlying Collateral, (vi) the EBITDA of the Underlying Borrower with respect to such Underlying Loan
shall be greater than $40,000,000, (vii) that is entitled to the benefit of a first and/or second lien and first and/or second
priority perfected security interest on all or substantially all of the assets of the respective Underlying Borrower, (viii) that
is traded with at least one (1) desk publishing both bid and offer prices, (ix) that has a maximum original term to maturity of
eighty-five (85) months or less, and (x) that provides for standard, market restrictions on (A) the ability of any agent and/or
lenders in relation to such Underlying Loan to release any guarantor or material portion of any Underlying Collateral without the
approval of at least a majority in interest of all holders of such Underlying Loan and/or (B) the ability of any agent and/or lenders
in relation to such Underlying Loan to take any action that would (1) materially and adversely affect or increase, as applicable,
the rights, duties or obligations of any lender (including any participant lender) thereunder, (2) alter the interest rate payable
in relation to such Underlying Loan or (3) extend the maturity date or the due date for any required payments in relation to such
Underlying Loan, in each case without the approval of each such affected lender (including any participant lender); provided,
however, that Broadly Syndicated Loans may consist of loan participation transactions so long as the sum of (I) the Adjusted
Principal Balance of such Broadly Syndicated Loans consisting of loan participation transactions, plus (II) the Adjusted
Principal Balance of any Approved Syndicated Loans consisting of loan participation transactions (in the aggregate), does not exceed
the greater of (x) ten percent (10%) of the Aggregate Principal Balance and (y) $5,000,000.


 






    9


     


    

 


“Business”
shall have the meaning assigned to it in the recitals of this Agreement.


 


“Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which (a) commercial banks in California
or New York City are authorized or required by law to remain closed or (b) banks are not open for dealings in dollar deposits
in the London interbank market.


 


“Calculated
Rate” shall have the meaning assigned to it in Section 2.2(a) hereof; provided, however, that from and after the date on
which Agent selects an Alternative Index and/or an Alternative Rate, the “Calculated Rate” shall be deemed to refer
to the Alternative Rate.


 


“Capital Lease”
shall mean, as to any Person, a lease of any interest in any kind of property or asset by that Person as lessee that is, should
be or should have been recorded as a “capital lease” in accordance with GAAP.


 


“Cash Equivalents”
shall mean (a) securities issued, or directly and fully guaranteed or insured, by the United States or any agency or instrumentality
thereof (provided, that the full faith and credit of the United States is pledged in support thereof) having maturities
of not more than six (6) months from the date of acquisition, (b) U.S. dollar denominated time deposits, certificates of deposit
and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess
of $500,000,000, or (ii) any bank (or the parent company of such bank) whose short-term commercial paper rating from Standard
& Poor’s Ratings Services (“S&P”) is at least A-2 or the equivalent thereof or from Moody’s
Investors Service, Inc. (“Moody’s”) is at least P-2 or the equivalent thereof in each case with
maturities of not more than six months from the date of acquisition, or (iii) Pacific Western (any bank meeting the qualifications
specified in clauses (b)(i), (ii) or (iii), an “Approved Bank”), (c) repurchase obligations
with a term of not more than seven days for underlying securities of the types described in clause (a), above, entered into
with any Approved Bank, (d) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and
commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of
at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, or guaranteed by
any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P
or Moody’s, as the case may be, and in each case maturing within six months after the date of acquisition and (e) investments
in money market funds substantially all of whose assets are comprised of securities of the type described in clauses (a)
through (d) above.


 






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“Change in
Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender (or, for purposes of Section 3.6 by any lending office of such Lender
or by such holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement; provided, that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless
of the date enacted, adopted or issued.


 


“Change of
Control” shall mean the occurrence of any of the following, unless such action has been consented to in advance in writing
by the Requisite Lenders (at their sole option):


 


(i) any
Person acquires the direct or indirect ownership of more than thirty-five percent (35%) of the issued and outstanding voting Equity
Interests of Harvest;


 


(ii) Harvest
ceases to own one-hundred percent (100%) of the issued and outstanding voting Equity Interests of each Subsidiary Borrower;


 


(iii) during
the Revolving Period, Sponsor shall at any time for any reason cease to own, directly or indirectly through a wholly-owned subsidiary,
the issued and outstanding Equity Interests of Harvest (as the same may be adjusted for any combination, recapitalization or reclassification
into a greater or smaller number of shares or units) in at least the same number of shares as owned by Sponsor as of the Closing
Date; provided, however, that Sponsor may, directly or indirectly through a wholly-owned Subsidiary, without the
prior consent of Agent or the Requisite Lenders, make (and the term “Change of Control” shall not include) a transfer
of issued and outstanding Equity Interests of Harvest (the aggregate amount of which shall not exceed 15,000 shares in any one
(1) calendar year) to employees of Harvest, the Administrator, or HCAP Advisors, as applicable, on an annual basis;


 


(iv) (A)
Sponsor owns directly or indirectly less than fifty-one percent (51%) of the Equity Interests of HCAP Advisors or (B) Sponsor shall
otherwise cease to control, directly or indirectly (through a wholly-owned Subsidiary), HCAP Advisors;


 


(v) fifty
percent (50%) or more of the members of the Board of Directors (or other applicable governing body) of Harvest on any date shall
not have been (x) members of the Board of Directors (or other applicable governing body) of Harvest on the date twelve (12)
months prior to such date or (y) approved (by recommendation, nomination, election or otherwise) by Persons who constitute
at least a majority of the members of the Board of Directors (or other applicable governing body) of Harvest as constituted on
the date twelve (12) months prior to such date;


 






    11


     


    

 


(vi) a
Key Person Event;


 


(vii) Harvest’s
Equity Interests cease to be traded on a major United States stock exchange; or


 


(viii) any
“change in/of control” or “sale” or “disposition” or “merger” or similar event
as defined in any certificate of incorporation or formation or statement of designations or bylaws or operating agreement, as applicable,
of Borrower or in any document governing Material Indebtedness of Borrower (other than any Loan Documents), individually or in
the aggregate which gives the holder of such indebtedness the right to accelerate or otherwise require payment of such indebtedness
prior to the maturity date thereof.


 


“Charter and
Good Standing Documents” shall mean, for the applicable Person, (i) a copy of the certificate of incorporation (or
other applicable charter document) certified as of a date not more than five (5) Business Days before the Closing Date by the applicable
Governmental Authority of the jurisdiction of incorporation of such Person, (ii) a copy of the bylaws or operating agreement
certified as of the Closing Date by the corporate secretary or assistant secretary of such Person, (iii) an original certificate
of good standing as of a date not more than five (5) Business Days before the Closing Date issued by the applicable Governmental
Authority of the jurisdiction of incorporation of such Person and of every other jurisdiction in which such Person has an office
or is otherwise required to be in good standing, and (iv) copies of the resolutions of the Board of Directors (or other applicable
governing body) and, if required, stockholders or other equity owners authorizing the execution, delivery and performance of the
Loan Documents to which such Person, as applicable, is a party, certified by an authorized officer of such Person as of the Closing
Date.


 


“Claims”
shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, litigation, proceedings, investigations,
judgments, suits, fees, costs, expenses, charges, advances and disbursements of any kind (including, without limitation, reasonable
fees, costs, expenses and charges of counsel (including in-house counsel)).


 


“Closing”
shall mean the satisfaction, or written waiver by Agent and Lenders, of all of the conditions precedent set forth in this Agreement
required to be satisfied prior to the consummation of the transactions contemplated hereby.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated thereunder.


 


“Collateral”
shall mean, collectively and each individually, all collateral and/or security granted and/or securities pledged to Agent and/or
Lenders pursuant to the Loan Documents, including, without limitation, the items described in Section 2.9 of this Agreement.


 


“Collection
Account” shall mean that certain account in the name of Agent, at Bank of America, N.A. with account number 003938703751.


 






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“Controlled
Accounts” shall mean, individually or collectively as the context may require, the Blocked Account,
each Borrower Loan Clearing Account, the Lockbox Account (if established in accordance with the terms of this Agreement), and the
Specified Operating Account.


 


“Controlling
Interest Loan Co-Investor” shall mean, with respect to any Controlled Underlying Borrower, any co-investor
other than Borrower or any Affiliate of Borrower holding Equity Interests of such Controlled Underlying Borrower (other than any
Attached Equity Interests).


 


“Commitment”
or “Commitments” shall mean, (i) with respect to the Loan, as to any Lender, the aggregate commitment of
such Lender to make Advances as set forth on Schedule A hereto (as
the same may be supplemented from time to time by Agent and Borrower (with written notice to the Lenders (which may be via electronic
mail)) following the Commitment Reallocation Trigger Date (as applicable)) or in the most recent Lender Addition Agreement,
(if any),
and (ii) as to all Lenders, the aggregate commitments of all Lenders to make Advances in an amount not to exceed the Maximum
Loan Amount, in each case as the same may be increased, reduced, modified or terminated pursuant to this Agreement.


 


“Commitment
Fee” shall mean the fee payable in accordance with Section 3.1.


 


“Commitment
Reallocation Letter Agreement” shall mean that certain letter agreement, entered into as of May 20, 2020, among Agent, Lenders,
and Borrower.


 


“Commitment
Reallocation Trigger Date” shall have the meaning assigned to such term in the Commitment Reallocation Letter Agreement.


 


“Confidential
Information” shall have the meaning assigned to it in Section 12.10(c) hereof.


 


“Contract
Right” shall mean any right of Borrower to payment under a contract for the sale or lease of goods or the rendering of
services, which right is at the time not yet earned by performance.


 


“Controlled
Accounts” shall mean, individually or collectively as the context may require, the Blocked Account, each Borrower Loan Clearing
Account, the Lockbox Account (if established in accordance with the terms of this Agreement), and the Specified Operating Account.


 


“Controlled
Underlying Borrower” shall mean an Affiliated Underlying Borrower with respect to which (a) the Attached Equity Interests
of such Underlying Borrower (i) represent a majority of the aggregate Equity Interests of such Underlying Borrower, or (ii)(x)
represent more than twenty-five percent (25%) of the aggregate voting Equity Interest of the Underlying Borrower, and (y)
such ownership is equal to the largest percentage of Equity Interests of the Underlying Borrower owned by any Person or group of
Affiliated Persons, or (b) regardless of the percentage of Equity Interests of the Underlying Borrower owned by Borrower, Borrower
has the power, direct or indirect, to direct or cause the direction of the management and policies of such Underlying Borrower
whether by ownership of Equity Interests, by contract, or otherwise.


 






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“Controlling
Interest Loan Co-Investor” shall mean, with respect to any Controlled Underlying Borrower, any co-investor other than Borrower
or any Affiliate of Borrower holding Equity Interests of such Controlled Underlying Borrower (other than any Attached Equity Interests).


 


“Copyrights”
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright,
all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright
Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any
other country, and all research and development relating to the foregoing; and (ii) all renewals of any of the foregoing.


 


“Credit Policy”
shall mean, individually and collectively, (i) Investment Adviser’s credit and underwriting policies and procedures
and guidelines as set forth in the Credit Policies and Procedures, a copy of which is attached hereto as Exhibit C, as such
guidelines may be amended, modified, changed, supplemented or rescinded from time to time in accordance with the terms of this
Agreement and (ii) Administrator’s customary collections procedures.


 


“Custodial
Agreement” shall mean that certain Tri-Party Agreement by and among Harvest, Custodian and Agent, dated as of the Closing
Date.


 


“Custodian”
shall mean U.S. Bank, National Association or such other Person as Agent, in its sole discretion, engages from time to time, at
Borrower’s sole cost and expense, to maintain custody of all Underlying Loan Documents, original promissory notes and other
instruments with respect to such Underlying Loan Documents, original certificates representing Attached Equity Interests or Retained
Equity Interests, and certain documents and instruments related thereto, and take certain actions in connection therewith, including
issuance to Agent of a Custodian Certificate.


 


“Custodian
Certificate” shall mean the certificate in the form annexed to the Custodial Agreement, duly completed and signed by
the Custodian.


 


“Custodian
Deliverables” shall have the meaning assigned to it in the Custodial Agreement.


  


“Debt Service”
shall mean, for any period of time, the sum of (i) all scheduled principal
payments on any Indebtedness that are due and payable during such period of time (excluding the
final “balloon” payment due on the Maturity Date), plus (ii) all scheduled fees that are due
and payable during such period of time (including (for the avoidance of doubt) any scheduled fees payable with respect to any Unsecured
Longer-Term Indebtedness), plus (iii) all interest
payments on any Indebtedness that are due and payable during such period of time based on the interest rate applicable to the Loan
hereunder as in effect on such date of determination.


 






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“Debt Service
Coverage Ratio” shall mean, as of any date of determination, the ratio calculated by Agent of
(i) the Modified Net Investment Income of Borrower (on a consolidated basis) for the most-recently completed twelve (12) calendar
months to (ii) the Debt Service payable by Borrower (calculated on a consolidated basis) for the most-recently completed twelve
(12) calendar months. For the purpose of determining Debt Service Coverage Ratio, all calculations of Debt Service Coverage
Ratio shall be determined by Agent in its Permitted Discretion utilizing the most recent quarterly results as reported pursuant
to Section 6.1 hereof; provided, that if Borrower fails to provide the quarterly reporting as required pursuant to
Section 6.1, then in such case, and without limiting any rights that Agent has due to such failure, in making any calculation
with respect to Debt Service Coverage Ratio, Agent shall be entitled, in Agent’s sole discretion, to utilize the most recent
information on monthly reporting received from Borrower or such other information as Agent shall determine or elect in its reasonable
discretion. Agent’s determination shall be binding upon Borrower absent manifest error.


 


“Debtor Relief
Law” shall mean, collectively, the Bankruptcy Code and all other United States or foreign applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time
in effect affecting the rights of creditors generally, in each case as amended from time to time.


 


“Default”
shall mean any event, fact, circumstance or condition that, with the giving of applicable notice or passage of time, if any, or
both, would constitute or be or result in an Event of Default.


 


“Default Rate”
shall have the meaning assigned to it in Section 3.5 hereof.


 


“Defaulting
Lender” shall mean any Lender that, as determined by Agent: (a) has failed to fund any of its obligations to make Advances
within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified Agent or Borrower that it does
not intend to comply with such funding obligations or has made a public statement to that effect with respect to such funding obligations
hereunder or under other agreements in which it commits to extend credit or (c) has, or has a direct or indirect parent company
that has, become subject to an Insolvency Event or an event that, with notice or the passage of time or both, will become an Insolvency
Event; provided, that a Lender shall not be deemed to be a Defaulting Lender hereunder solely by virtue of any control of
or ownership interest in, or the acquisition of any ownership interest in, such Lender (or its direct or indirect parent company)
or the exercise of control over such Lender (or its direct or indirect parent company) by a Governmental Authority thereof if and
for so long as such ownership interest does not result in or provide such Lender (or its direct or indirect parent company) with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on
its assets or permit such Lender (or its direct or indirect parent company) or such Governmental Authority to reject, repudiate,
disavow or disaffirm obligations such as those under this Agreement.


 


“Delegated
Functions” shall mean, collectively, as of any date of determination, those roles and functions as to any Pledged Loans
otherwise performed by Administrator pursuant to the terms and provisions of the Administration Agreement and the Multi-Party Agreement,
that Administrator and/or Harvest has delegated to the Sub-Administrator from time to time, to be performed by such Sub-Administrator
in accordance with the terms of the Sub-Administration Agreement and the Sub-Administrator Multi-Party Agreement.


 






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“Deposit Account”
shall mean, individually and collectively, any bank or other depository accounts of Borrower (or if referring to another Person,
such other Person’s).


 


“Dollars”
and “$” shall mean lawful money of the United States of America.


 


“Early Termination
Fee” shall have the meaning assigned to it in Section 3.2(a) hereof.


 


“EBITDA”
shall mean Net Income for the applicable period plus Interest Expense, taxes, depreciation and amortization for such period;
provided, however, that any additional add-backs permitted under the applicable Underlying Loan Documents may be
included in the calculation of EBITDA without the prior consent of Agent to the extent such add-backs (other than any Un-Restricted
Add-Backs) do not exceed twenty percent (20%) of EBITDA (determined prior to any adjustment) with respect to the applicable Underlying
Borrower (it being understood that to the extent such additional add-backs exceed twenty percent (20%) of EBITDA (determined prior
to any adjustment) with respect to the applicable Underlying Borrower, any such add-backs (other than any Un-Restricted Add-Backs)
in excess of twenty percent (20%) of EBITDA (determined prior to any adjustment) shall be subject to the approval of Agent in its
Permitted Discretion).


 


“Eighth Amendment
Effective Date” shall mean May 10, 2019.


 


“Eligible
Agreed Asset Loan” shall mean an Underlying Loan (a) with respect to which the Underlying Borrower is an Eligible Agreed
Asset Underlying Borrower, (b) that is secured by Agreed Asset Collateral, (c) with respect to which (i) the ratio of (x)
the Obligor Indebtedness of the related Eligible Agreed Asset Underlying Borrower, to (y) the Enterprise Value of the related
Eligible Agreed Asset Underlying Borrower (as calculated by the most recently delivered third-party valuation report acceptable
to Agent in its Permitted Discretion) is less than eighty-five percent (85%), and (ii) the Adjusted Fixed Charge Coverage Ratio
for such Underlying Loan, as measured on a trailing twelve (12) month basis, is equal to or greater than 1.00:1.00; (d) that (except
with respect to those criteria related to the Underlying Collateral) satisfies the criteria of an Eligible Loan, and (e) that otherwise
satisfies such other criteria reasonably required by Agent in its Permitted Discretion; provided, however, that the
aggregate Allocated Loan Amount of any such Eligible Agreed Asset Loans included in the Financed Portfolio (including (for the
avoidance of doubt) any Underlying Loans satisfying the criteria of an “Eligible Agreed Asset Loan” included in the
Financed Portfolio prior to the Fifth Amendment Effective Date) shall not exceed $15,000,000 unless otherwise approved by Agent
in writing in its sole discretion.


 


“Eligible
Agreed Asset Underlying Borrower” shall mean an Underlying Borrower that (a) satisfies all of the requirements for an
“Eligible Underlying Borrower” other than those provided in (i) clause (a) of the definition thereof (provided,
that such Underlying Borrower is organized under the laws of a Permitted Foreign Jurisdiction), and/or (ii) clause (e) of
the definition thereof, (b) is a special purpose entity created for the sole purpose of owning the Agreed Asset Collateral securing
the related Eligible Agreed Asset Loan, and (c) otherwise satisfies such other criteria reasonably required by Agent in its Permitted
Discretion.


 






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“Eligible
Allowed Affiliated Interest Loan” shall mean an Underlying Loan (i) with respect to which (A) the Underlying Borrower
thereunder is an Affiliated Underlying Borrower, and (B) Agent shall have received satisfactory results of its various due diligence
examinations of such Affiliated Underlying Borrower, as determined by Agent in its reasonable discretion, to confirm that such
Affiliated Underlying Borrower (x) is not a Person whose property or interest in property is blocked or subject to blocking
pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (y) does not engage in any dealings
or transactions prohibited by Section 2 of such executive order, or otherwise associate with any such Person in any manner violative
of Section 2 of such executive order, or (z) is not a Person on the list of Specially Designated Nationals and Blocked
Persons or is in violation of the limitations or prohibitions under any other OFAC regulation or executive order, and (ii) that,
other than with respect to clause (i)(A) above, otherwise satisfies the definition of Eligible Loan; provided, however,
that the aggregate Allocated Loan Amount of any such Eligible Allowed Affiliated Interest Loans (including, for the avoidance of
doubt, any Eligible Allowed Controlling Interest Loans) included in the Financed Portfolio shall not exceed an amount that is equal
to the product of (x) the Aggregate Principal Balance of all Pledged Loans included in the Financed Portfolio, multiplied
by (y) twenty-five percent (25%).


 


“Eligible
Allowed Controlling Interest Loan” shall mean an Underlying Loan (i) with respect to which (A) the Underlying Borrower
thereunder is a Controlled Underlying Borrower, (B) Agent shall have received satisfactory results of its various due diligence
examinations, as determined by Agent in its reasonable discretion, of such Controlled Underlying Borrower to confirm that both
(x) such Controlled Underlying Borrower, and (y) any Controlling Interest Loan Co-Investor of such Controlled Underlying
Borrower that holds more than twenty percent (20%) of the Equity Interests of such Controlled Underlying Borrower (I) is not a
Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)), (II) does not engage in any dealings or transactions prohibited by Section 2 of such executive
order, or otherwise associate with any such Person in any manner violative of Section 2 of such executive order, or (III) is
not a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions
under any other OFAC regulation or executive order, and (C) the form and substance of each of (x) the Underlying Loan Documents
evidencing such Underlying Loan to the Controlled Underlying Borrower that Borrower proposes to pledge, (y) all documents,
instruments, and agreements evidencing or otherwise executed in conjunction with the Attached Equity Interests held by Borrower
and the Equity Interests in the Controlled Underlying Borrower held by each Controlling Interest Loan Co-Investor, and (z)
any other documents, instruments, and agreements executed by Borrower or any Controlling Interest Loan Co-Investor in the Controlled
Underlying Borrower related to such Underlying Loan, are (in each case) acceptable to Agent in its reasonable discretion, (ii)
that otherwise satisfies the definition of Eligible Loan, and (iii) that otherwise satisfies such additional criteria reasonably
required by Agent in its Permitted Discretion; provided, however, that the aggregate Allocated Loan Amount of any
such Eligible Allowed Controlling Interest Loans included in the Financed Portfolio shall not exceed $10,000,000 unless otherwise
approved by Agent in writing in its sole discretion.


 


“Eligible
Covenant-Lite Loan” shall mean (a) an Underlying Loan that (i) does not contain at least one financial maintenance covenant
that is either (A) a maximum total Indebtedness to EBITDA ratio of no more than (x) 8.00:1.00 for Broadly Syndicated Loans
or (y) 5.00:1:00 for all other Underlying Loans or (B) a minimum Fixed Charge Coverage Ratio of at least 1.00:1.00, (ii)
otherwise constitutes an Eligible Senior Secured Loan, an Eligible Senior Secured Last-Out Loan, an Eligible Junior Secured Loan
or an Eligible Junior Secured Subordinated Loan and (iii) otherwise satisfies the definition of Eligible Loan and (b) with the
prior written consent of Agent and the Requisite Lenders in their Permitted Discretion (which consent may be delivered by electronic
mail), any Eligible Structured Equity Interests.


 






    17


     


    

 


“Eligible
Junior Secured Loan” shall mean an Underlying Loan (i) that is entitled to the benefit of a subordinate lien and subordinate
priority perfected security interest on all or substantially all of the assets of the respective Underlying Borrower, (ii) [intentionally
omitted], (iii) in relation to which there is a remedies standstill period applicable to such Pledged Loan of no more than 180
days during which Borrower is prevented from exercising rights and remedies in relation to such Pledged Loan, (iv) in relation
to which there is no restriction on the payment of accrued interest and/or principal that is due and owing by the Underlying Borrower
at any time, including during any such standstill period, (v) that does not otherwise constitute an Eligible Senior Secured Last-Out
Loan or an Eligible Senior Secured Loan and (vi) that otherwise satisfies the definition of Eligible Loan.


 


“Eligible
Junior Secured Subordinated Loan” shall mean an Underlying Loan (i) that is entitled to the benefit of a first and/or
second lien and first and/or second priority perfected security interest on all or substantially all of the assets of the respective
Underlying Borrower, (ii) with respect to which an intercreditor agreement between Borrower and the Underlying Borrower’s
senior lender has been entered into which stipulates a standstill period of no more than 180 days during which Borrower is prevented
from exercising rights and remedies in relation to such Pledged Loan and which restricts the Underlying Borrower’s ability
to make interest payments and/or principal payments that are due and owing in connection with such Pledged Loan for a period of
no more than 180 days during such standstill period, (iii) that does not otherwise constitute an Eligible Senior Secured Loan,
an Eligible Senior Secured Last-Out Loan or an Eligible Junior Secured Loan and (iv) that otherwise satisfies the definition of
Eligible Loan.


 


“Eligible
Loan” shall mean each Pledged Loan that satisfies (x) the definition of “Eligible Covenant-Lite Loan”,
“Eligible Junior Secured Loan”, “Eligible Junior Secured Subordinated Loan”, “Eligible Secured Subordinated
Loan”, “Eligible Senior Secured Last-Out Loan” or “Eligible Senior Secured Loan”, as applicable,
and (y) each of the following eligibility requirements:


 


(a) the
Underlying Borrower is an Eligible Underlying Borrower, an Affiliated Underlying Borrower, or an Eligible Agreed Asset Underlying
Borrower;


 


(b) all
information, representations and warranties provided in writing by Borrower, Investment Adviser, Administrator, and the Sub-Administrator
with respect to such Pledged Loan are true, correct and complete in all material respects;


 






    18


     


    

 


(c) such
Pledged Loan (i) is a Purchased Loan or was originated (except as it relates to an Approved Syndicated Loan or Broadly Syndicated
Loan) and underwritten by the Borrower in the ordinary course of its business, including, without limitation, the completion of
a due diligence audit and collateral assessment and otherwise in compliance with the Credit and Collection Policy, (ii) is
properly documented by the Underlying Loan Documents, (iii) has been serviced and administered by the Investment Adviser and
the Administrator (or Administrator and the Sub-Administrator (to the extent that any Delegated Functions have been (and during
such time as such Delegated Functions are) delegated to the Sub-Administrator)) at all times (since the origination of such Pledged
Loan by the Borrower) in accordance with the Credit Policy, the Advisory Agreement, and the Administration Agreement (or the Administration
Agreement and the Sub-Administration Agreement (to the extent that any Delegated Functions have been (and during such time as such
Delegated Functions are) delegated to the Sub-Administrator), and (iv) represents (x) a direct loan from Borrower to the
Underlying Borrower and (y) other than an Approved Syndicated Loan or Broadly Syndicated Loan, is not in the nature of a
participation or any similar transaction;


 


(d) such
Pledged Loan, together with the Underlying Loan Documents, (i) represents an undisputed bona fide transaction created by the lending
of money and is in full force and effect and constitutes the legal, valid and binding obligation of the Underlying Borrower
enforceable against such Underlying Borrower in accordance with its terms, including the unconditional obligation to pay the indebtedness
from time to time created thereunder as and when due, except as such enforceability may be limited by Debtor Relief Laws and by
principles of equity, (ii) is not subject to any litigation, material dispute, claim of rescission, usury or offset, or other
defense to the enforceability thereof and the Underlying Borrower(s) shall have no other claim to any defense, set off, or counter
claim with respect to the Underlying Loan, (iii) contains provisions substantially to the effect that the Underlying Borrower’s
payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense
for any reason and (iv) unless otherwise agreed to by the Requisite Lenders, represents the full-recourse obligation of such Underlying
Borrower;


 


(e) with
respect to such Pledged Loan, Borrower (or, in the case of an Approved Syndicated Loan or Broadly Syndicated Loan, the collateral
agent in relation to such Pledged Loan) has taken the steps necessary to secure its Lien and/or security interest in substantially
all of the assets of the Underlying Borrower, including without limitation, (i) duly filing financing statements with respect to
any Underlying Collateral which may be perfected by the filing of a financing statement against the Underlying Borrower and any
related guarantor and/or pledgor in all jurisdictions where necessary to perfect Borrower’s Lien in all such Underlying Collateral
and (ii) the recording of a mortgage, deed of trust, deed to secure debt or such similar document in the appropriate real property
records to secure its Lien on any real property collateral;


 


(f) is
Dollar denominated and is not convertible by the Underlying Borrower into any other currency;


 


(g) such
Pledged Loan provides for periodic payments (on at least a quarterly basis) of accrued and unpaid interest in readily-available
Dollars on a current basis (provided, that to the extent allowed in accordance with the Underlying Loan Documents, interest
accrued on such Pledged Loan may be added to the principal amount of such Pledged Loan instead of being paid as it accrues);


 


(h) the
Underlying Borrower (i) is in compliance with all financial covenants and any other material terms of the Underlying Loan Documents,
and (ii) no default or event of default with respect to any financial covenant or other material term exists under the Underlying
Loans or has occurred in the ninety (90) days prior to the date on which such Underlying Loan was pledged to Lender, except to
the extent Borrower may agree to an amendment, modification, or waiver, or grant forbearance or consent, with respect to such noncompliance,
default, or event of default pursuant to subsection (j) below;


 






    19


     


    

 


(i) (A)
the Underlying Borrower has been directed in writing to remit payments to the applicable Loan Clearing Account or the Blocked Account
(as applicable) or, if required hereunder, the Lockbox Account or (B) with respect to any Third Party Agented Loan, the Third Party
Credit Agent has been directed in writing to remit payments to the Blocked Account or, if required hereunder, the Lockbox Account;


 


(j) the
terms of the Underlying Loan Documents have not been amended, modified or waived in relation to any material terms (including any
prepayment provisions or financial covenants) or otherwise in connection with a payment, financial or other material defaults,
nor has the Underlying Borrower been granted a forbearance or consent to non-compliance with any material terms of the Underlying
Loan Documents, in either case, unless otherwise approved by the Requisite Lenders or pursuant to a payment plan acceptable to
the Requisite Lenders; provided, however, that notwithstanding the foregoing, nothing in this clause (j) shall
prohibit (or be deemed to prohibit) Borrower from undertaking or otherwise consenting to any amendment, modification, waiver, or
other consent to non-compliance with respect to the terms and provisions of any Underlying Loan Documents (each, an “Underlying
Modification”) consisting of: (i) Underlying Modifications with respect to any financial covenants to the extent (x)
such Underlying Modification represents a deviation from the applicable financial covenant that (A) is beneficial to Borrower
or (B) is in an amount less than or equal to twenty-five percent (25%) of the applicable financial covenant under the terms
and provisions of the original Underlying Loan Documents, (ii) Underlying Modifications to extend the original term to maturity
for such Underlying Loan, (iii) Underlying Modifications resulting in a change to the Principal Balance of such Underlying Loan,
(iv) Underlying Modifications that would alter the interest rate payable in relation to such Underlying Loan (other than Underlying
Modifications (x) to change the mechanism for (A) paying interest in relation to such Underlying Loan or (B)
calculating the amount of interest payable with respect thereto from interest paid in cash to “paid-in-kind” or “PIK”
interest or (y) that would otherwise result in a reduction in the aggregate amount of interest payable in cash with respect
to such Underlying Loan as of the required payment date for any interest payment with respect thereto), (v) without duplication
of the foregoing, Underlying Modifications of any affirmative or negative covenants thereunder solely to the extent (A) such covenant
is not a material covenant (as determined by Agent in its Permitted Discretion), (B) the deviation from the applicable covenant
to be permitted with such Underlying Modification is not a material deviation from such covenant (as determined by Agent in its
Permitted Discretion), and (C) the documents giving effect to (or otherwise evidencing) such Underlying Modification are executed
by each of the Persons party thereto prior to the occurrence of any breach or violation of the applicable covenant by the Underlying
Borrower (provided, however, in the event Borrower delivers to Agent prior written notice of any proposed Underlying
Modification of any affirmative or negative covenants that Borrower believes does not relate to a material covenant or represent
a material deviation and is subject to the exception afforded under this clause (v), such proposed Underlying Modification
referenced in the notice delivered by Borrower to Agent pursuant to this proviso shall be deemed (x) not to relate to a
material covenant or represent a material deviation and (y) to be subject to the exception afforded under this clause
(v) to the extent that, on or before the date that is three (3) Business Days after the date upon which Borrower delivers notice
to Agent of the proposed Underlying Modification, Agent (A) delivers written notice to Borrower acknowledging such proposed
Underlying Modification does not relate to a material covenant or represent a material deviation, or (B) fails to deliver,
within such three (3) Business Day period, written notice to Borrower acknowledging or disputing the determination of Borrower
that such proposed Underlying Modification does not relate to a material covenant or represent a material deviation, and (vi) Underlying
Modifications with respect to Underlying Loans the combined Adjusted Principal Balance of which do not exceed fifteen percent (15.0%)
of the Aggregate Principal Balance at the time of such Underlying Modification; provided further, that notwithstanding the
foregoing, (I) any such Underlying Modification shall be made in accordance with the Credit Policy and (II) no such Underlying
Modification shall be a Material Modification;


 






    20


     


    

 


(k) the
related Underlying Loan Documents require the Underlying Borrower thereof (i) to deliver financial information no less frequently
than quarterly, (ii) to maintain insurance against losses, damages and hazards as are customarily insured against by businesses
of similar size engaging in similar activities or lines of business or owning similar assets or properties, (iii) along with the
Underlying Collateral, to comply in all material respects with all Applicable Laws (including Environmental Laws), and (iv) to
make customary and appropriate representations and warranties as to itself, its operations and the Underlying Collateral (including
as to compliance with Applicable Laws (including Environmental Laws));


 


(l) such
Pledged Loan and the related Underlying Loan Document and Underlying Collateral comply in all material respects with all Applicable
Laws;


 


(m) the
proceeds of such Pledged Loan are not used to prevent or cure a default under such Pledged Loan;


 


(n) such
Pledged Loan does not contain a confidentiality provision that restricts or purports to restrict the ability of Borrower, Agent
or any Lender to exercise its rights under any Underlying Loan Document, including, without limitation, its rights to review the
Underlying Loan Documents;


 


(o) such
Pledged Loan is permitted to have a security interest therein granted to Agent, for the benefit of Agent and Lenders, and such
Pledged Loan does not contain any restrictions that would prohibit the pledge or further assignment or transfer of such Pledged
Loan by Borrower;


 


(p) all
consents, Permits or registrations or declarations with, any Governmental Authority or any other Person required to be obtained,
effected or given in connection with the making, acquisition, transfer or performance of such Underlying Loan have, to Borrower’s
knowledge, been duly obtained, effected or given and are in full force and effect;


 


(q) other
than with respect to any Pledged Loan owing by an Underlying Borrower organized under the laws of Canada or that otherwise is based
in Canada for which Administrator and Sub-Administrator (as applicable) shall comply with any withholding requirements in accordance
with all Applicable Laws such Pledged Loan is not subject to U.S. withholding tax and is not subject to any foreign withholding
tax, and the related Underlying Borrower thereof is required under the terms of the related Underlying Loan Documents to make “gross-up”
payments that cover the full amount of such withholding tax on an after-tax basis in the event of a change of tax law that would
result in any withholding tax;


 






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(r) (i) Underlying
Borrower has granted to Borrower (or, in the case of an Approved Syndicated Loan or Broadly Syndicated Loan, the collateral agent
in relation to such Pledged Loan) a valid and subsisting senior or junior security interest in Underlying Borrower’s assets,
free and clear of all other Liens (except in the case of a junior security interest, subject to the applicable senior security
interest) other than Permitted Liens or transfer restrictions prior in right with respect to such Underlying Loan, (ii) Borrower
has good and marketable title to, is the sole owner of 100% of and has granted to Agent a valid first-priority perfected security
interest in, free and clear of all other Liens, such Pledged Loan and the Underlying Loan Documents, for the benefit of Agent and
Lenders; provided, that in the case of an Approved Syndicated Loan or Broadly Syndicated Loan, Borrower shall have good
and marketable title to, and shall be the sole owner of 100% of and has granted to Agent a valid first-priority perfected security
interest in, free and clear of all other Liens, Borrower’s syndicated portion of such Pledged Loan and the Underlying Loan
Documents, for the benefit of Agent and Lenders, and (iii) the Custodian Deliverables required to be delivered to the Custodian,
with respect to such Pledged Loan (other than as it relates to any Approved Syndicated Loan or Broadly Syndicated Loan), have been
or will be delivered to the Custodian within five (5) Business Days after the applicable Borrowing Date and certified by the Custodian
pursuant to the Custodian Certificate;


 


(s) if
the related Underlying Borrower is excepted from the definition of an “investment company” solely by reason of Section
3(c)(1) of the Investment Company Act, then either (i) such security does not constitute a “voting security” for
purposes of the Investment Company Act or (ii) the aggregate amount of such security held by Borrower is less than 10% of
the entire issue of such security;


 


(t) none
of the proceeds of the Pledged Loan have been or will be used to purchase or carry any margin stock or margin security or to extend
credit to others for the purpose of purchasing or carrying any margin stock or margin security;


 


(u) such
Pledged Loan and the related Underlying Loan Documents do not utilize an administrative agent or collateral agent structure, unless
such loan is an Approved Syndicated Loan or Broadly Syndicated Loan, or is otherwise approved by Agent in writing in its sole discretion;


 


(v) all,
or substantially all, of the related Underlying Collateral is located in one or more domestic jurisdictions in which Borrower currently
has all applicable licenses and in which Borrower is otherwise in full regulatory compliance;


 


(w) the
Pledged Loan, together with the Underlying Loan Documents, constitute an “instrument,” a “general intangible,”
an “account” or “chattel paper” within the meaning of the Uniform Commercial Code as adopted in each jurisdiction
that governs the perfection of a security interest granted therein;


 






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(x) the
Pledged Loan is not secured by a Lien on real property where material value is attributed to such real property and relied upon
in the underwriting of such Pledged Loan;


 


(y) the
Underlying Loan Documents related to such Loan have only one original counterpart to the extent such Underlying Document is Chattel
Paper or an Instrument;


 


(z) the
Allocated Loan Amount of such Pledged Loan and all other Pledged Loans payable by such Underlying Borrower or its Affiliates shall
not exceed ten percent (10.0%) of the Original Maximum Loan
Amount unless otherwise approved by the Requisite Lenders in writing in their sole discretion (provided, however,
that solely for purposes of determining compliance with this clause (z), the WBL Entities shall not be considered “Affiliates”);
provided, that Borrower may treat as an Eligible Loan the amount of any such Allocated Loan Amount of such Pledged Loan
and all other Pledged Loans payable by such Underlying Borrower or its Affiliates that is less than or equal to ten percent (10.0%)
of the Original Maximum Loan Amount;


 


(aa) the Adjusted
Principal Balance of such Pledged Loan and all other Pledged Loans payable by such Underlying Borrower or its Affiliates shall
not exceed, in the aggregate, ten percent (10%) of Borrower’s Investible Capital, unless otherwise approved by the Requisite
Lenders in writing in their sole discretion (provided, however, that solely for purposes of determining compliance
with this clause (aa), the WBL Entities shall not be considered “Affiliates”); provided, that Borrower
may treat as an Eligible Loan the amount of any such Adjusted Principal Balance of such Pledged Loan and all other Pledged Loans
payable by such Underlying Borrower or its Affiliates that is less than or equal to ten percent (10.0%) of Borrower’s Investible
Capital;


 


(bb) the ratio of
total Obligor Indebtedness to Enterprise Value of such Underlying Borrower shall not exceed 80.0%;


 


(cc) the ratio of
total Obligor Indebtedness to EBITDA of such Underlying Borrower shall not exceed 6.00:1.00, as measured on a trailing twelve (12)
month basis unless otherwise approved by the Requisite Lenders in writing in their sole discretion (provided, however,
that solely with respect to any Broadly Syndicated Loan, the amount of “Obligor Indebtedness” for purposes of determining
whether such Underlying Loan complies with this clause (cc) shall be calculated such that “Obligor Indebtedness”
is reduced by the amount of unrestricted cash on the balance sheet of the related Underlying Borrower with respect to such Broadly
Syndicated Loan);


 


(dd) the Fixed Charge
Coverage Ratio for such Underlying Loan, as measured on a trailing twelve (12) month basis, shall be equal to or greater than 0.90:1.00;


 


(ee) the maximum original
term to maturity for any Underlying Loan (other than any Broadly Syndicated Loan) shall not exceed sixty-six (66) months;


 


(ff) all sales taxes,
corporate taxes and property taxes (if applicable) with respect to such Underlying Loan shall be paid current as of the date such
Underlying Loan is pledged to Agent hereunder, and shall remain current thereafter to the best of the Borrower’s knowledge;
and


 






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(gg) no Underlying
Loan shall be greater than or equal to thirty days (30) days contractually delinquent on the date pledged to Agent hereunder, nor
shall it become greater than sixty (60) days contractually delinquent thereafter.


 


“Eligible
Secured Subordinated Loan” shall mean an Underlying Loan (i) that is entitled to the benefit of a subordinate lien and
subordinate priority perfected security interest on all or substantially all of the assets of the respective Underlying Borrower,
(ii) that does not otherwise constitute an Eligible Senior Secured Loan, an Eligible Senior Secured Last-Out Loan, an Eligible
Junior Secured Loan, an Eligible Junior Secured Subordinated Loan or an Eligible Covenant-Lite Loan, (iii) in relation to which
there is no permanent remedies standstill period during which Borrower is prevented from exercising rights and remedies under such
Underlying Loan, (iv) in relation to which there is no permanent restriction on the payment of accrued interest and/or principal
that is due and owing on such Underlying Loan and (v) that otherwise satisfies the definition of Eligible Loan


 


“Eligible
Senior Secured Last-Out Loan” shall mean an Underlying Loan that satisfies the definition of Eligible Senior Secured
Loan except that (i) there is a remedies standstill period applicable to such Pledged Loan of no more than 180 days during which
Borrower is prevented from exercising rights and remedies in relation to such Pledged Loan and/or (ii) there are restrictions on
the payment of accrued interest and/or principal that is due and owing by the Underlying Borrower, not to exceed 180 days in the
aggregate, following the occurrence of certain events described in the Underlying Loan Documents.


 


“Eligible
Senior Secured Loan” shall mean an Underlying Loan (i) that is entitled to the benefit of a first lien and first priority
perfected security interest on all or substantially all of the assets of the Underlying Borrower and which has the most senior
pre-petition priority with respect to any indebtedness of the Underlying Borrower in any proceeding under any Debtor Relief Law;
provided, however, that in the case of accounts receivable and inventory of the applicable Underlying Borrower, such
lien and security interest may be second in priority to a Permitted Working Capital Loan, (ii) in relation to which there are no
restrictions on the exercise of any rights and remedies by Borrower or any holder of such Underlying Loan, whether following the
occurrence and continuance of a default under such Pledged Loan or otherwise, (iii) in relation to which there are no restrictions
on the Underlying Borrower’s ability to make interest and/or principal payments in connection with such Underlying Loan,
whether following the occurrence and continuance of a default under such Pledged Loan or otherwise and (iv) that otherwise satisfies
the definition of Eligible Loan. As used herein, a “Permitted Working Capital Loan” shall mean a loan facility (i)
made by a third-party lender secured solely by such Underlying Borrower’s “accounts,” “inventory,”
machines and “equipment” and related assets (including “general intangibles”) (as such terms are defined
in the UCC) (with Borrower having a second lien perfected security interest on such “accounts” and “inventory”)
and (ii) with an outstanding principal balance (as of the date of determination) less than or equal to fifteen percent (15%) of
the Underlying Borrower’s enterprise value, as determined in accordance with the terms of this Agreement.


 


“Eligible
Structured Equity Interests” shall mean any Attached Equity Interests (i) the terms and provisions of which are substantially
similar to those that would otherwise govern Indebtedness obligations of a similarly situated Underlying Borrower, including without
limitation (A) terms providing for “current cash pay” dividends or distributions (as applicable) to Borrower at rates
specified in the Underlying Loan Documents evidencing or otherwise executed in connection with the issuance of such Attached Equity
Interests, and (B) terms providing Borrower the right to require that the related Underlying Borrower issuing such Attached Equity
Interests repurchase or otherwise redeem such Attached Equity Interests as of (x) a certain specified date, or (y)
the occurrence of specified circumstances or conditions, in each case pursuant to the terms and provisions of the Underlying Loan
Documents evidencing or otherwise executed in connection with the issuance of such Attached Equity Interests and (ii) with respect
to which Borrower has otherwise satisfied the terms and provisions of this Agreement with respect thereto.


 






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“Eligible
Underlying Borrower” shall mean an Underlying Borrower:


 


(a) that
is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of
organization (which jurisdiction shall be in the United States of America or Canada);


 


(b) that
has not entered into an Underlying Loan primarily for personal, family or household purposes;


 


(c) (i)
that is not an Affiliate or agent of, or is otherwise employed by, Borrower, Sponsor, Investment Adviser, Administrator, or Sub-Administrator,
or (ii) with respect to any Underlying Borrower in which any Attached Equity Interests represent a portion of the Equity Interests
of such Underlying Borrower, such Attached Equity Interests represent a portion of the total issued and outstanding Equity Interests
of such Underlying Borrower equal to an amount lesser than the Maximum Equity Threshold;


 


(d) that
is not either (i) the United States or any department, agency or instrumentality of the United States, (ii) any state of the United
States, or (iii) the government of any foreign country or sovereign state, or of any state, province, municipality or other political
subdivision thereof, or of any department, agency, public corporation or other instrumentality thereof;


 


(e) or
the business enterprise owned by the Underlying Borrower, that has an operating history of at least three (3) years;


 


(f) that
is not (and has not been for at least three (3) years been) subject to a bankruptcy, reorganization or other proceeding or liquidation
pursuant to any Debtor Relief Law, unless otherwise approved by the Requisite Lenders in writing in their sole discretion; and


 


(g) that
has not experienced a Material Adverse Effect in its condition, financial or otherwise, such as to affect the collectability of
the Underlying Loan or Underlying Collateral.


 


“Enterprise
Value” shall mean, as it relates to any Underlying Borrower, the “enterprise value” assigned to such Underlying
Borrower pursuant to the most recent valuation report received by Agent pursuant to Section 6.1(j) hereof; provided,
that to the extent such Underlying Loan has not yet been included in any such valuation report, “Enterprise Value”
shall mean the value assigned to such Underlying Borrower by Borrower (absent manifest error as determined by Agent in good faith)
in accordance with GAAP and its general valuation practices and procedures.


 






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“Environmental
Laws” shall mean, collectively and each individually, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances
Control Act, the Clean Air Act, the Clean Water Act, any other “Superfund” or “Superlien” law and all other
federal, state and local and foreign environmental, land use, zoning, occupational health, chemical use, safety and sanitation
laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, storage, treatment,
generation, transportation, processing, handling, production or disposal of Hazardous Substances, in each case, as amended, and
the legally-binding rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of Governmental
Authorities with respect thereto.


 


“Equity Interests”
shall mean, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity
ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other
equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common stock,
options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership
unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities
convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.


 


“Event of
Default” shall mean the occurrence of any event set forth in Article VIII.


 


“Excess Availability”
shall mean, the amount, as determined by Agent in its discretion, calculated at any date, equal to Availability, minus the
amount of all then outstanding and unpaid Obligations of Borrower.


 


“FATCA”
shall mean 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 any current or future regulations or official interpretations thereof.


 


“Fair Valuation”
shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized
by a willing seller within a reasonable time through collection or sale of such assets at market value on a going concern basis
to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.


 


“Fair Value”
shall mean (i) as it relates to any Underlying Loan that is a Level 3 Asset (as defined in FAS 157), the “fair value”
assigned to such Underlying Loan pursuant to the most recent valuation report received by Agent pursuant to Section 6.1(j)
hereof; provided, that to the extent such Underlying Loan has not yet been included in any such valuation report, “Fair
Value” shall mean the value assigned to such Underlying Loan by Borrower (absent manifest error as determined by Agent in
good faith) in accordance with GAAP and its general valuation practices and procedures and (ii) as it relates to any Underlying
Loan that is not a Level 3 Asset (as defined in FAS 157), the quoted value of such Underlying Loan pursuant to a quotation methodology
satisfactory to Agent in its Permitted Discretion. Notwithstanding anything herein to the contrary, the Fair Value of a Purchased
Loan shall not exceed par for such Purchased Loan.


 






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“FAS 157”
shall mean the Statement of the Financial Accounting Standards No. 157, promulgated by the Financial Accounting Standards Board.


 


“Fee Letter”
shall mean that certain fee letter agreement entered into as of the Closing Date between Harvest and Agent.


 


“Fifth Amendment
Effective Date” shall mean April 28, 2017.


 


“Financed
Portfolio” shall mean, collectively, the portfolio of all Eligible Loans which constitute Pledged Loans and, at the time
of determination, comprise the Borrowing Base except to the extent that, so long as no Default of Event of Default has occurred
and is continuing, Borrower elects, by written notice to Agent, to exclude certain Eligible Loans from the Borrowing Base to satisfy,
or to cure or prevent any noncompliance with, the provisions of Section 6.18, Section 7.19 or any other provisions
hereof.


 


“Financing
Subsidiary” shall mean an SPE Subsidiary or an SBIC Subsidiary.


 


“Fixed Charge
Coverage Ratio” shall mean, for any period of determination, the ratio of (i) EBITDA minus all capital expenditures
during such period to (ii) the sum for such period of (A) Interest Expense paid in cash during such period, plus (B) scheduled
payments of principal of Obligor Indebtedness paid in cash during such period, plus (C) scheduled payments (excluding any
portion that is Interest Expense) in connection with Capital Leases for such period, plus (iv) all income taxes paid in
cash during such period, plus (v) any management fees paid in cash to during such period as permitted by the Underlying
Loan Documents.


 


“Fourth Amendment
Effective Date’” shall mean August 4, 2016.


 


“GAAP”
shall mean generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental
Authority” shall mean any federal, state, municipal, national, local or other governmental department, court, commission,
board, bureau, agency or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative
or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the
United States of America or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or
the District of Columbia.


 






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“Guarantee”
shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation or (e) to otherwise assure or hold harmless the primary obligor against
loss in respect of such Indebtedness or other obligation; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business or customary indemnification agreements or terms entered into in the
ordinary course of business. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated
or determinable amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee
expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the
amount of such Guarantee shall be deemed to be an amount equal to such lesser amount).


 


“Harvest”
shall have the meaning assigned to such term in the introductory paragraph hereof.


 


“Hazardous
Substances” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde
foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous
or toxic substances or related materials as defined in or subject to any applicable Environmental Law.


 


“HCAP Advisors”
shall mean HCAP Advisors, LLC, a Delaware limited liability company.


 


“Historical
EBITDA” shall mean, solely with respect to the calculation of EBITDA for any Underlying Borrower for any purpose hereunder,
with respect to any Acquired Start-Up acquired by such Underlying Borrower, the EBITDA of such Person, determined for the period
during which such Person continues to satisfy the requirements for an Acquired Start-Up pursuant to the definition thereof, excluding
in each case the amount of any pro forma adjustments.


 


“ICC Loan
Subsidiary” shall have the meaning assigned to such term in the introductory paragraph hereof.


 


“ICE”
shall mean the Intercontinental Exchange.


 


“Incentive
Advisory Fee” shall mean the Incentive Fee (as defined in the Advisory Agreement) payable to Investment Adviser pursuant
to the Advisory Agreement.


 


“Increased
Leverage Refinancing Offer” shall have the meaning assigned to it in Section 3.2(b)(ii) hereof.


 






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“Indebtedness”
of any Person shall mean, without duplication, (a) all items which, in accordance with GAAP, would be included in determining
total liabilities as shown on the liability side of the balance sheet of such Person as of the date as of which Indebtedness is
to be determined, including any lease which, in accordance with GAAP would constitute Indebtedness, (b) all indebtedness secured
by any mortgage, pledge, security, Lien or conditional sale or other title retention agreement to which any property or asset owned
or held by such Person is subject, whether or not the indebtedness secured thereby shall have been assumed, (c) all indebtedness
of others which such Person has directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary
course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or repurchase or otherwise
acquire, or in respect of which such Person has agreed to supply or advance funds (whether by way of loan, Equity Interests, equity
or other ownership interest purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable (including,
without limitation, any Guarantee).


 


“Indemnified
Persons” shall have the meaning assigned to it in Section 12.4 hereof.


 


“Ineligible
Loan” shall mean any Pledged Loan that was not on the related Borrowing Date, or ceases at any time to be, an Eligible
Loan.


 


“Initial Advance”
shall have the meaning assigned to it in Section 4.1 hereof.


 


“Insolvency
Event” shall mean, with respect to any Person, the occurrence of any of the following: (i) such Person shall generally
fail to pay or admit in writing its inability to pay its debts as they become due, (ii) such Person shall seek dissolution
or reorganization or the appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its property,
assets or business or to effect a plan or other arrangement with its creditors, (iii) such Person shall make a general assignment
for the benefit of its creditors, or consent to or acquiesce in the appointment of a receiver, trustee, custodian or liquidator
for a substantial portion of its property, assets or business, (iv) such Person shall file a voluntary petition under any
bankruptcy, insolvency or similar law, (v) such Person shall take any corporate or limited liability company action to authorize
any of the foregoing, or (vi) such Person, or a substantial portion of its property, assets or business, shall become the
subject of an involuntary proceeding or petition for (A) its dissolution or reorganization or (B) the appointment of
a receiver, trustee, custodian or liquidator, and the case of clause (A) or (B) of this clause (vi), (I) such proceeding is
not dismissed or stayed within sixty (60) days or (II) an order for relief in respect of such Person shall have been entered
in such case or proceeding or a decree or order granting such other requested relief shall be entered.


 


“Insured Event”
shall have the meaning assigned to it in Section 12.4 hereof.


 


“Intangible
Assets” shall mean such property classified as intangible assets in accordance with GAAP, including, without limitation,
goodwill, franchises, licenses, patents, trademarks, trade names and copyrights.


 


“Intellectual
Property” shall mean all present and future: trade secrets, know-how and other proprietary information; Trademarks, internet
domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations,
derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business
relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued
thereon throughout the world; Copyrights (including Copyrights for computer programs, but excluding commercially available off-the-shelf
software and any Intellectual Property rights relating thereto) and all tangible and intangible property embodying the Copyrights,
unpatented inventions (whether or not patentable); Patents; industrial design applications and registered industrial designs; license
agreements related to any of the foregoing and income therefrom, books, records, writings, computer tapes or disks, flow diagrams,
specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations,
embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of
the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.


 






    29


     


    

 


“Interest
Expense” shall mean, as it relates to any Person, total interest expense generated during the period in question (including
attributable to conditional sales contracts, capital leases and other title retention agreements in accordance with GAAP) of such
Person with respect to all outstanding Indebtedness including accrued interest and interest paid in kind and capitalized interest
but excluding commissions, discounts and other fees owed with respect to letters of credit and bankers’ acceptance financing,
and net costs under any interest rate agreements.


 


“Interest
Settlement Date” shall have the meaning assigned to it in Section 13.5(a)(ii).


 


“Investment
Adviser” shall mean HCAP Advisors, or any other Person serving as an investment adviser to Harvest (within the meaning
of the Investment Advisers Act) pursuant to the terms of the Advisory Agreement or otherwise.


 


“Investment
Adviser Default” shall mean any material breach, as determined by the Agent in its Permitted Discretion, of the terms
of the Advisory Agreement by Investment Adviser.


 


“Investment
Advisers Act” shall mean the Investment Advisers Act of 1940, as amended from time to time.


 


“Investment
Company Act” shall mean the Investment Company Act of 1940, as amended from time to time.


 


“JMPCA”
shall mean JMP Credit Advisors LLC, a Delaware limited liability company.


 


“Key Person
Event” shall mean the occurrence of any of the following, unless such action is consented to in advance in writing by
the Requisite Lenders Joseph Jolson shall (i) no longer serve in the capacity of Chairman of the Board of Directors of Harvest,
unless he is replaced with an Approved Replacement within ninety (90) days thereof or within one hundred and twenty (120) days
thereof in the case of his death or disability; or (ii) cease to actively and materially participate in Harvest’s investment
committee, in the reasonable judgment of Agent, unless Joseph Jolson is replaced with an Approved Replacement within ninety (90)
days or within one hundred and twenty (120) days thereof in the case of his death or disability.


 


“Landlord
Waiver and Consent” shall mean a waiver/consent in form and substance satisfactory to Agent in its sole discretion from
the owner/lessor of any premises not owned by Borrower at which any of the Collateral is now or hereafter located for the purpose
of providing Agent access to such Collateral.


 






    30


     


    

 


“L/C Issuer”
shall mean (a) Pacific Western, if Pacific Western (in its capacity as a Lender) agrees in its sole discretion to become an L/C
Issuer for purposes of issuing a Standby Letter of Credit pursuant to Section 2.13, or (b) such other Person (which may
be a Lender) that, at the request of Agent (in its sole discretion), agrees (in such other Person’s sole discretion), to
become an L/C Issuer for purposes of issuing a Standby Letter of Credit pursuant to Section 2.13.


 


“Lead Investor”
shall mean, with respect to any Underlying Borrower as of any date of determination, the venture capital firm or other institutional
investor, if any, that owns the highest percentage of the outstanding Equity Interests of such Person.


 


“Lender”
and “Lenders” shall have the meanings assigned to them in the introductory paragraph hereof.


 


“Lender Addition
Agreement” shall have the meaning assigned to it in Section 12.2(a) hereof.


 


“Lending Office”
shall mean the office or offices of any Lender set forth opposite its name on the signature page hereto, as updated from time to
time.


 


“Letter of
Credit Usage” shall mean, as of any date of determination, the sum, without duplication, of (i) the aggregate, undrawn
face amount of all outstanding Standby Letters of Credit, plus (ii) the aggregate, unreimbursed amount of all
drawn Standby Letters of Credit, in each case as of such date of determination.


 


“LIBOR
Rate” shall mean a rate per annum rounded upwards, if necessary,
to the nearest 1/1000 of 1% (3 decimal places) equal to the rate of interest which is identified and normally published by Bloomberg
Professional Service page USD-LIBOR-ICE as the offered rate for loans in Dollars for a one (1) month period or three (3) month
period, as applicable pursuant to the terms of this Agreement. The rate shall be the rate set by the ICE Benchmark Administration
Limited as of 11:00 a.m. (London time) as of the date that is two (2) full Business Days prior to the first day of such one (1)
month period or three (3) month period selected by Borrower pursuant to the terms of this Agreement. If Bloomberg
Professional Service (or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate
or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London
Interbank Market or if such index no longer exists or if page USD-LIBOR-ICE no longer exists or accurately reflects the rate available
to Agent in the London Interbank Market, Agent may select a replacement index or replacement page, as the case may be. Any such
replacement index or replacement page shall be based upon such other indication of the prevailing equivalent rate of interest as
chosen by Agent in its sole discretion required to make such equivalent rate of interest equal to the LIBOR Rate as of such date
until such time as the situations described above are no longer in effect, or as otherwise provided hereinAgent
determines, in its Permitted Discretion, that LIBOR (i) has been, or imminently will be, discontinued, (ii) is no longer an industry-accepted
reference rate for loans of a similar type to the Loan and/or has been superseded by an alternative reference rate, or (iii) is
no longer representative or may not be used pursuant to a public statement by the administrator of LIBOR or other Governmental
Authority, including, without limitation, the Federal Reserve Board, in each case with respect to any type of loan or transaction,
then Agent may select an alternate reference rate. Such alternate reference rate along with any adjustments to the related spread,
margin, floor and/or ceiling, which would be implemented simultaneously with selection of an alternate reference rate for the purpose
of preserving the parties’ intent relative to the economics of the Pre-Replacement Rate (as defined below), and which may
be selected by Agent after giving due consideration to (x) any selection or recommendation of a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of LIBOR with the alternative reference rate by the
Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto, or (y) any evolving or industry-accepted
means for determining a spread adjustment, or method of calculating or determining such spread adjustment, for the replacement
of LIBOR with the alternative reference rate (collectively, the “Alternative Index”), shall be used in lieu
of the LIBOR-based interest rate set forth in the Note and/or this Agreement (the “Pre-Replacement Rate”); provided,
that in no event shall the Alternative Rate for the first month it is used as the Calculated Rate exceed the Calculated Rate in
effect as of the last day that the Loan is calculated using the LIBOR. Notwithstanding the foregoing, in no event shall
the LIBOR Rate be less than one-half
of one percent (0.51.0%)
at any time.


 






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“Lien”
shall mean any mortgage, deed of trust, deed to secure debt, or pledge, security interest, encumbrance, lien or charge of any kind
(including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in
the nature thereof), or any other arrangement pursuant to which title to the property is retained by or vested in some other Person
for security purposes.


 


“Liquidity”
shall mean, at any date of determination, an amount equal to unrestricted cash reserves on hand, plus Cash Equivalents (other
than Cash Equivalents subject to a Lien or security interest in favor of any Person other than Agent) plus Excess Availability.


 


“Loan”
shall mean, collectively, as of any date of determination, the sum of (a) all Advances made by Agent, on behalf of Lenders, to
Borrower (including for the avoidance of doubt any Restricted Advance), plus (b) the Letter of Credit Usage then in effect,
plus (c) any other amounts advanced by Agent or Lenders pursuant to the terms hereof), plus (d) all Obligations related
thereto.


 


“Loan Clearing
Account” shall mean each Borrower Loan Clearing Account and each Syndicated Loan Clearing Account.


 


“Loan Documents”
shall mean, collectively and each individually, this Agreement, the Notes, if any, the Security Documents, the Multi-Party Agreement,
the Custodial Agreement, the Administration Agreement, the Sub-Administration Agreement, the Sub-Administrator Multi-Party Agreement,
any Backup Administration Agreement, the Landlord Waiver and Consents, each Borrowing Certificate, the Blocked Account Agreement,
the Borrower Loan Clearing Account Agreement, the Lockbox Agreement (if any), the Fee Letter, and all other agreements, documents,
instruments and certificates heretofore or hereafter executed or delivered to Agent and/or Lenders in connection with any of the
foregoing or the Loan, as such may be amended, modified or supplemented from time to time in accordance with the terms thereof
and hereof.


 


“Loan Servicer”
shall have the meaning assigned to it in Section 12.12 hereof.


 






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“Lockbox Account”
shall have the meaning assigned to such term in Section 2.4(b).


 


“Lockbox Agent”
shall mean such Person as designated by Agent in writing from time to time, as Agent’s exclusive agent for the provision
of services related to any lockbox and the Lockbox Account.


 


“Lockbox Agreement”
shall mean a lockbox agreement governing the terms of a Lockbox Account established in accordance with the terms of this Agreement,
pursuant to which Lockbox Agent is engaged, at Borrower’s sole cost and expense, as Agent’s exclusive agent to receive,
deposit, and disburse all amounts paid by each Underlying Borrower, as well as certain financial reporting services, as amended,
modified or supplemented from time to time in accordance with the terms thereof and hereof.


 


“Material
Adverse Effect” shall mean any development, event, condition, obligation, liability or circumstance or set of events,
conditions, obligations, liabilities or circumstances or any change(s) which:


 


(a) has,
had or reasonably could be expected to have a material adverse effect upon or material adverse change in (i) the legality,
validity or enforceability of any Loan Document (other than the Sub-Administration Agreement and the Sub-Administrator Multi-Party
Agreement), (ii) the perfection or priority of any Lien granted to Agent or any Lender under any of the Security Documents
or (iii) the value, validity, enforceability or collectability of the Pledged Loans or any of the other Collateral;


 






    33


     


    

 


(b) has
been or reasonably could be expected to be material and adverse to the value of any of the Collateral or to the business, operations,
prospects, properties, assets, liabilities or condition (financial or otherwise) of Harvest (on a consolidated basis with the Subsidiary
Borrowers), Investment Adviser or Administrator, either individually or taken as a whole; or


 


(c) has
materially impaired or reasonably could be expected to materially impair the ability of Borrower, Investment Adviser, or Administrator
to perform any of the Obligations or its obligations, or to consummate the transactions, under the Loan Documents (other than the
Sub-Administration Agreement and the Sub-Administrator Multi-Party Agreement).


 


“Material
Contract” shall mean, with respect to Borrower, each contract or agreement to which Borrower is a party that is deemed
to be a material contract or material definitive agreement under any Securities Laws as applied to Borrower.


 


“Material
Indebtedness” shall mean, subject at all times to Section 7.1, Indebtedness (other than the Obligations) of Borrower
in an aggregate amount in excess of $2,500,000.


 


“Material
Modification” shall mean any amendment or waiver of, or modification or supplement to, any Underlying Loan Document related
to a Pledged Loan, executed or effected on or after the date on which the Borrower acquired such Pledged Loan that:


 


(a) reduces
or waives any or all of the principal amount of such Pledged Loan;


 


(b) reduces
(other than due to automatic changes in grid pricing existing at the time such Pledged Loan is acquired by the Borrower) the amount
of interest due with respect to such Pledged Loan (provided, however, that for the avoidance of doubt, the following
shall not be considered a reduction in the amount of interest due with respect to any Pledged Loan: (i) a change in the required
payment date for any interest payment and (ii) a change in the mechanism for paying interest in relation to such Pledged Loan or
calculating the amount of interest payable with respect thereto from interest paid in cash to “paid-in-kind” or “PIK”
interest, so long as such change would not result in a reduction in the aggregate amount of interest ultimately payable in cash
(as interest or as interest converted to principal) with respect to such PledgePledged
Loan);


 


(c) contractually
or structurally subordinates such Pledged Loan by operation of a priority of payments, turnover provisions, the transfer of assets
in order to limit recourse to the related Underlying Borrower or the granting of Liens (other than customary permitted Liens) on
any of the Underlying Collateral; or


 


(d) releases
all or substantially all (other than as permitted by such Underlying Loan Documents) of the Underlying Collateral securing such
Pledged Loan, and each such substitution, alteration or release, as determined in the Permitted Discretion of the Agent, materially
and adversely affects the value of such Pledged Loan.


 


“Maturity
Date” shall mean the earliest of (i) the occurrence of an Event of Default if amounts outstanding under the Loan
Documents and other Obligations shall be due and payable in connection therewith or as a result thereof as required by this Agreement,
(ii) Agent’s demand upon an Event of Default of payment of amounts outstanding under the Loan Documents and other Obligations,
and (iii) the last day of the Term.


 


“Maximum Equity
Threshold” shall mean, with respect to any Underlying Borrower that has issued Attached Equity Interests, with respect
to the aggregate amount of such Attached Equity Interests as a percentage of the Equity Interests of the Underlying Borrower, a
percentage equal to ten percent (10%).


 


“Maximum Loan
Amount” shall mean an amount equal to $55,000,00045,000,000,
as may be increased pursuant to and in accordance with Section 2.12 hereof.


 


“Maximum Rate”
shall mean the highest lawful and non-usurious rate of interest applicable to the Loan, that at any time or from time to time may
be contracted for, taken, reserved, charged, or received on the Loan and the Obligations under the laws of the United States and
the laws of such states as may be applicable thereto, that are in effect or, to the extent allowed by such laws, that may be hereafter
in effect and that allow a higher maximum nonusurious and lawful interest rate than would any Applicable Laws now allow.


 


“Minimum
Balance Threshold” shall mean $16,500,000.


 


“Minimum
Balance Deficiency Period” shall mean, as of any
date on or after the Eighth Amendment Effective Date (but prior to the
expiration of the Revolving Period), each period (a) commencing as of the date upon which (x)
the aggregate amount of the Unsecured Longer-Term Indebtedness exceeds $30,000,000, and (y) the aggregate outstanding principal
amount of Advances under the Loan (other than any Restricted Advance) is less than the Minimum Balance Threshold, and (ii) ending
as of the date thereafter upon which (x) the aggregate outstanding principal amount of Advances under the Loan (other than
any Restricted Advance) is equal to or greater than the Minimum Balance Threshold, or (y) the aggregate amount of the Unsecured
Longer-Term Indebtedness is less than or equal to $30,000,000.


 






    34


     


    

 


“Modified
Net Investment Income” shall mean an amount, as of any date of determination, equal to (a) Net Investment Income for
the relevant period of determination thereof, plus (b) with respect to any Indebtedness of Borrower (other than the Obligations),
any Borrower Prepayment Charges actually paid by Borrower (pursuant to the terms and provisions of the documents, instruments,
and agreements evidencing such Indebtedness) during the relevant period of determination, plus (c) reasonable, documented,
out-of-pocket transaction costs paid by Borrower during the relevant period of determination (in an aggregate amount not to exceed
$1,000,000 during the period commencing as of the Seventh Amendment Effective Date and ending as of the Maturity Date) in conjunction
with any proposed (i) purchase or acquisition by Borrower of (x) the Equity Interests or securities of, or any other interest
in, any Person or joint venture, or (y) all or substantially all of the assets of any Person or joint venture, (ii) sale,
transfer, or other conveyance by Borrower of (x) any Equity Interests of Borrower, or (y) all or substantially all
of the assets of Borrower, (iii) merger of Borrower into and with any other Person, or (iv) similar transaction or series of transactions
(provided, however, that nothing in this clause (c) shall be deemed to permit Borrower to undertake any such
transaction described herein except to the extent such transaction is otherwise permitted pursuant to the terms and provisions
hereof).


 


“Moody’s”
shall have the meaning assigned to it in the definition of “Cash Equivalents”.


 


“Multi-Party
Agreement” (a) as of any date prior to the Seventh Amendment Effective Date, that certain Multi-Party Agreement, dated
as of the Closing Date, by and among JMPCA, Harvest and Agent, and (b) as of any date on or after the Seventh Amendment Effective
Date, that certain Amended and Restated Multi-Party Agreement, by and among HCAP Advisors, Harvest and Agent, as such may be amended,
modified or supplemented from time to time in accordance with the terms thereof and hereof.


 


“Net Income”
shall mean the net income (or loss) of any Person for such period taken as a single accounting period determined in conformity
with GAAP.


 


“Net Investment
Income” shall mean the amount of net investment income appearing as a line item in Harvest’s most recent financial
statements as filed with the SEC.


 


“New Lending
Office” shall have the meaning assigned to it in Section 13.8(g) hereof.


 


“Ninth
Amendment Effective Date” shall mean April 30, 2020.


 


“Non-Consenting
Lender” shall have the meaning assigned to it in Section 13.2(d) hereof.


 


“Non-Funding
Lender” shall have the meaning assigned to it in Section 13.7 hereof.


 


“Non-U.S.
Lender” shall have the meaning assigned to it in Section 13.8(f) hereof.


 






    35


     


    

 


“Note(s)”
shall mean, individually and collectively, any promissory notes payable to the order of a Lender executed by Borrower evidencing
the Loan and the Advances thereunder, as amended, modified or supplemented from time to time in accordance with the terms thereof
and hereof


 


“Obligations”
shall mean, without duplication, all present and future obligations, Indebtedness and liabilities of Borrower to Agent, L/C Issuer,
and Lenders at any time and from time to time of every kind, nature and description, direct or indirect, secured or unsecured,
joint and several, absolute or contingent, due or to become due, matured or un-matured, now existing or hereafter arising, contractual
or tortious, liquidated or unliquidated, under any of the Loan Documents or otherwise relating to this Agreement, any Standby Letters
of Credit, any Notes and/or the Loan, or under or in respect of any Bank Products Agreement, including, without limitation, interest,
all applicable fees (including without limitation any Standby Letter of Credit Fee), charges and expenses and/or all amounts paid
or advanced by Agent or a Lender on behalf of or for the benefit of Borrower for any reason at any time, and including, in each
case, obligations of performance as well as obligations of payment and interest that accrue after the commencement of any proceeding
under any Debtor Relief Law by or against Borrower.


 


“Obligor Indebtedness”
shall mean, as of any date of determination and without duplication, all accrued but unpaid (x) Indebtedness or other obligations
of such Underlying Borrower owing to Borrower as of such date, and (y) Indebtedness or other obligations of such Underlying
Borrower senior to those referenced in clause (x) owing to other Persons as of such date.


 


“OFAC”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


“Original
Maximum Loan Amount” shall mean an amount equal to $55,000,000.


 


“Other Lender”
shall have the meaning assigned to it in Section 13.7.


 


“Other Permitted
Indebtedness” shall mean (a) accrued expenses and current trade accounts payable incurred in the ordinary course
of the Borrower’s business which are not overdue for a period of more than 60 days or which are being contested in good faith
by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with
transactions in the ordinary course of the Borrower’s business in connection with its purchasing of securities, derivatives
transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment
Company Act and the Borrower’s Credit Policy; provided, that such Indebtedness does not arise in connection with the
purchase of Investments other than Cash Equivalents and U.S. Government Obligations and (c) Indebtedness in respect of judgments
or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards
do not constitute an Event of Default under Article VIII.


 


“Other Taxes”
shall have the meaning assigned to it in Section 13.8(b) hereof.


 


“Pacific Western”
shall have the meaning assigned to it in the introductory paragraph hereof.


 






    36


     


    

 


“Participant”
shall have the meaning assigned to it in Section 12.2(b) hereof.


 


“Patents”
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title and interest in and to: (i) all patents, patent applications, inventions, invention disclosures and improvements,
and all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof
or in any other country, and all research and development relating to the foregoing; and (ii) the reissues, divisions, continuations,
renewals, extensions and continuations-in-part of any of the foregoing.


 


“Patriot Act”
shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, P.L. 107-56, as amended.


 


“Payment Date”
shall mean (x) the fifteenth (15th) day of each calendar month (or, if such date is not a Business Day, then
the next Business Day to occur), commencing on November 15, 2013, or (y) such earlier date determined by Agent in its Permitted
Discretion.


 


“Permit”
shall mean collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.


 


“Permitted
Discretion” shall mean a determination made in the good faith exercise of reasonable (from the perspective of a senior
secured lender) business judgment.


 


“Permitted
Foreign Jurisdiction” shall mean, with respect to any specific Underlying Loan, such jurisdiction other than the United
States or Canada (or any political subdivision thereof) approved in writing by Agent in its sole discretion.


 


“Permitted
Indebtedness” shall have the meaning assigned to it in Section 7.1 hereof.


 


“Permitted
Liens” shall mean Liens of Borrower permitted under Section 7.2 hereof.


 


“Permitted
ULTI Refinancing” shall mean any one (1) refinancing by Borrower of any Unsecured Longer-Term Indebtedness outstanding
as of the Fifth Amendment Effective Date with new Indebtedness of Borrower that satisfies the requirements of Unsecured Longer-Term
Indebtedness.


 


“Permitted
SBIC Guarantee” shall mean any guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then
applicable form; provided, that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence
of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided
in clause (o) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise
to such recourse occurs).


 


“Person”
shall mean an individual, a partnership, a corporation, a limited liability company, a business trust, a joint stock company, a
trust, an unincorporated association, a joint venture, a Governmental Authority or any other entity of whatever nature.


 






    37


     


    

 


“Pledged Loan”
shall mean all Underlying Loans owned by Borrower; provided, that as it relates to any Approved Syndicated Loan or Broadly
Syndicated Loan, any reference to such “Approved Syndicated Loan” or “Broadly Syndicated Loan” shall be
interpreted to refer to Borrower’s applicable holding percentage of such Approved Syndicated Loan or Broadly Syndicated Loan
(including, without limitation, as it relates to the calculation of the Borrowing Base in relation to such Approved Syndicated
Loan or Broadly Syndicated Loan).


 


“Power of
Attorney” shall mean that certain Power of Attorney, dated as of the Closing Date, by Borrower in favor of Agent, as
such may be amended, modified or supplemented from time to time in accordance with the terms thereof and hereof.


 


“Pre-Replacement
Rate” shall have the meaning assigned to such term in the definition of “LIBOR” herein.


 


“Principal
Balance” shall mean, with respect to any Pledged Loan as of any date of determination, the outstanding principal amount
of such Pledged Loan as of such date; provided, however, that the Principal Balance of any Pledged Loan that defers
or capitalizes interest shall exclude such deferred or capitalized interest, and the Principal Balance shall exclude any protective
advances made in respect of such Pledged Loan.


 


“Pro Rata
Share” shall mean, with respect to all payments, computations and other matters relating to the Commitment or Advances
of any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender, by (b) the aggregate Revolving
Exposure of all Lenders.


 


“Purchased
Loan” shall mean a whole-loan debt obligation that has been purchased by Borrower in the ordinary course of its business
and that is currently owned by Borrower (and in which no participation or other ownership or economic interest has been granted
to, or held by, any other Person with respect to any portion of the Purchased Loan, other than the interests granted to Agent pursuant
to the Loan Documents); provided, that (i) Agent has approved the form of the purchase documentation relating to such Purchased
Loan, in each case in its Permitted Discretion and (ii) such purchase documentation had been collaterally assigned to Agent, for
the benefit of Lenders, pursuant to documentation satisfactory to Agent in its Permitted Discretion.


 


“Receipt”
shall have the meaning assigned to it in Section 12.5 hereof.


 


“Receiving
Party” shall have the meaning assigned to it in Section 12.10(c) hereof.


 


“Register”
shall have the meaning assigned to it in Section 12.2(c) hereof.


 


“Related Fund”
shall mean (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of its business and
is advised or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment adviser that manages
a Lender or (iv) an Affiliate of an investment adviser that manages a Lender, or (b) any finance company, insurance company
or other financial institution which temporarily warehouses Loans for any Lender or any Person described in clause (a) above.


 


“Reorganization
Effective Date” shall mean March 12, 2015.


 






    38


     


    

 


“Reporting
Date” shall mean, with respect to any Payment Date, the second (2nd) Business Day preceding such Payment Date.


 


“Request for
Advance” shall have the meaning assigned to it in Section 2.3 hereof.


 


“Requisite
Lenders” shall mean (i) during the Revolving Period, Lenders holding more than sixty-six and two-thirds percent
(66 2/3%) of the aggregate Revolving Exposure at such time and (ii) on and after the expiration of the Revolving Period, Lenders
holding more than sixty-six and two-thirds percent (66 2/3%) of the aggregate unpaid principal amount of the Loans at such time;
provided, however, that the Commitments and any outstanding Advances of any Defaulting Lender shall be excluded for
purposes of making a determination of Requisite Lenders; provided, that if there are less than four (4) unaffiliated Lenders
at such time, “Requisite Lenders” shall mean all Lenders.


 


“Reporting
Date” shall mean, with respect to any Payment Date, the second (2nd) Business Day preceding
such Payment Date.


 


“Responsible
Officer” shall mean the chief executive officer, chief financial officer or the president of Borrower, or any other officer
having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery
of financial information, the chief financial officer, the treasurer or the controller of Borrower, or any other officer having
substantially the same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate
delivered to Agent, in form and substance acceptable to Agent in its sole discretion.


 


“Restricted
Advance” shall mean any Advance of the Loan (a) made by Agent and the Lenders at the request of Borrower, and (b) the
proceeds of which Agent shall disburse to (and shall (at all times prior to the repayment thereof) be retained in) the BlockedRestricted
Advance Account.


 


“Restricted
Advance Account” shall mean that certain Deposit Account at Pacific Western held in the name of Harvest, for purposes of
holding the proceeds of any Restricted Advance.


 


“Restricted
Advance Account Agreement” shall mean that certain deposit account control agreement, by and among Agent, Harvest and Pacific
Western, as the depositary bank thereunder, in form and substance acceptable to Agent (and otherwise reasonably acceptable to Borrower),
maintained at Borrower’s sole cost and expense which perfects Agent’s first priority Lien and security interest (subject
to Permitted Liens) in the Restricted Advance Account referenced therein and all items of payment, instruments, funds and sums
contained therein, as the same may be amended, modified, supplemented, restated, replaced or renewed in writing from time to time.


 


“Restricted
Underlying Loan” shall mean any Underlying Loan that was not included in the Static Financed Asset Pool as of April 24, 2020,
including any Ineligible Loan as of such date, regardless of whether such Underlying Loan (a) remains an Ineligible Loan subsequent
to April 24, 2020, or (b) satisfies the requirements for an “Eligible Loan” under this Agreement subsequent to April
24, 2020; provided, however, that the term “Restricted Underlying Loan” shall not include any Substituted Static Loan
(provided, that such replacement Substituted Static Loan satisfies the requirements for an “Eligible Loan” under this
Agreement as of any date of determination on or after the date it is added to the Static Financed Asset Pool). 


 






    39


     


    

 


“Retained
Equity Interests” shall mean Equity Interests issued by any Person to Borrower with respect to which (a) such Equity
Interests were previously Attached Equity Interests issued to Borrower in conjunction with an Underlying Loan that was previously
included in the Financed Portfolio, (b) the Underlying Loan which such Equity Interests were issued to Borrower in connection with
is no longer included in the Financed Portfolio, and (c) Borrower has retained all right, title, and interest in such Equity Interests
notwithstanding that the related Underlying Loan is no longer included in the Financed Portfolio.


 


“Revolving
Exposure” shall mean, with respect to any Lender as of any date of determination, (a) prior to the termination of
the Commitments, that Lender’s Commitment, and (b) after (x)
the expiration of the Revolving Period or (y) the termination of the Commitments,
the aggregate outstanding principal amount of all Advances made by that Lender.


 


“Revolving
Period” shall mean the period commencing on the Closing Date and ending on the earlier of (a)
June 19, 2020, solely to the extent the Commitment Reallocation Trigger Date has not occurred prior to such date and (b)(x)
the occurrence and continuance of an Event of Default or
(y) April 30July
31, 2020.


 


“RIC”
shall mean a regulated investment company as defined under Section 851 of the Code.


 


“S&P”
shall have the meaning assigned to it in the definition of “Cash Equivalent”.


 


“Sarbanes-Oxley”
shall mean the Sarbanes-Oxley Act of 2002, as amended from time to time.


 


“SBA”
shall mean the United States Small Business Administration.


 


“SBIC Equity
Commitment” shall mean a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.


 


“SBIC Subsidiary”
shall mean any direct or indirect Subsidiary (including such Subsidiary’s general partner or managing entity to the extent
that the only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of Harvest
licensed as a small business investment company under the Small Business Investment Act of 1958, as amended, and which is designated
by Harvest (as provided below) as an SBIC Subsidiary, so long as (a) no portion of the Indebtedness or any other obligations (contingent
or otherwise) of such Subsidiary: (i) is Guaranteed by Borrower (other than a Permitted SBIC Guarantee), (ii) is recourse to or
obligates any Borrower in any way (other than in respect of any SBIC Equity Commitment or Permitted SBIC Guarantee), or (iii) subjects
any property of Borrower, directly or indirectly, contingently or otherwise, to the satisfaction thereof, and (b) Borrower does
not have any obligation to maintain or preserve such Subsidiary’s financial condition or cause such entity to achieve certain
levels of operating results. Any such designation by Harvest shall be effected pursuant to a certificate of a financial officer
delivered to the Agent, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge,
such designation complied with the foregoing conditions.


 






    40


     


    

 


“SEC”
shall mean the Securities and Exchange Commission and any successor federal agency having similar powers.


 


“Securities
Laws” shall mean the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable
accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public
Company Accounting Oversight Board, in each case, as amended from time to time.


 


“Security
Documents” shall mean this Agreement, UCC financing statements, agreements related to Deposit Accounts, the Power of
Attorney, and all other documents or instruments necessary to create or perfect the Liens in the Collateral, as such may be amended,
modified or supplemented from time to time in accordance with the terms thereof and hereof.


 


“Senior Leverage
Ratio” shall mean the ratio of (a) the amount equal to (i) total Indebtedness for borrowed money of Borrower (calculated
on a consolidated basis), minus (ii) the aggregate amount of (x) any Subordinated Debt, plus (y) any
Unsecured Longer-Term Indebtedness, to (b) the Tangible Net Worth of Borrower (on a consolidated basis).


 


“Settlement
Date” shall have the meaning assigned to it in Section 13.5(a)(ii) hereof.


 


“Seventh Amendment
Effective Date” shall mean October 30, 2018.


 


“Sixth Amendment
Effective Date” shall mean November 28, 2017.


 


“Solvency
Certificate” shall have the meaning assigned to it in Section 4.1(e) hereof.


 


“Specified
Deposit Account” shall mean the Deposit Account (a) established and maintained by Borrower at Pacific Western and (b)
identified by Borrower in writing to Agent on or after the Eighth Amendment Effective Date, which writing may be accomplished by
electronic mail.


 


“SPE Subsidiary”
shall mean a direct or indirect Subsidiary of the Borrower to which Borrower sells, conveys or otherwise transfers (whether directly
or indirectly) investments, which engages in no material activities other than in connection with the purchase or financing of
such assets and which is designated by the Borrower (as provided below) as an SPE Subsidiary:


 


(a) no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by Borrower (other than
Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates Borrower in any way other than
pursuant to Standard Securitization Undertakings or (iii) subjects any property of Borrower, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,


 


(b) with
which Borrower does not have any Material Contract or other material arrangement or understanding other than on terms no less favorable
to Borrower than those that might be obtained at the time from Persons that are not Affiliates of Borrower, other than fees payable
in the ordinary course of business in connection with servicing receivables, and


 






    41


     


    

 


(c) to
which Borrower does not have any obligation to maintain or preserve such entity’s financial condition or cause such entity
to achieve certain levels of operating results.


 


Any such designation
by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to Agent, which certificate shall
include a statement to the effect that such designation complies with the foregoing conditions. Each Subsidiary of an SPE Subsidiary
shall be deemed to be an SPE Subsidiary and shall comply with the foregoing requirements of this definition.


 


“Sponsor”
shall mean, collectively, (x) at all times prior to the Reorganization Effective Date, JMP Group, Inc, a Delaware corporation,
and (y) at all times on or after the Reorganization Effective Date, JMP Group, LLC, a Delaware limited liability company.


 


“Standard
Securitization Undertakings” shall mean, collectively, (a) customary arms-length servicing obligations (together
with any related performance guarantees), (b) (i) obligations (together with any related performance guarantees) to refund
the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectibility
of the assets sold or the creditworthiness of the associated account debtors) or (ii) options to substitute conforming assets for
non-conforming assets and (c) representations, warranties, covenants and indemnities (together with any related performance
guarantees) of a type that are reasonably customary in accounts receivable securitizations or loan securitizations.


 


“Standby Letters
of Credit” shall mean any standby letter of credit issued by the L/C Issuer for the account of Borrower.


 


“Standby Letter
of Credit Application” shall have the meaning given such term in Annex I.


 


“Standby Letter
of Credit Fee” shall have the meaning given such term in Section 3.7(a).


 


“Static
Financed Asset Pool” shall mean, collectively, those Underlying Loans included in the Financed Portfolio on or after the
Ninth Amendment Effective Date that (a) as of April 24, 2020, (i) were included on the Borrowing Certificate delivered by Borrower
to Agent (a copy of which is attached hereto as Schedule 2.1 and incorporated herein by reference), and (ii) satisfied the requirements
for an “Eligible Loan” under this Agreement as of such date, or (b)(i) are designated by Borrower, as of any date after
the Ninth Amendment Effective Date, to replace an Ineligible Loan in the Static Financed Asset Pool pursuant to Section 2.6(b)
below and (ii) satisfies the requirements for an “Eligible Loan” under this Agreement as of any date of determination
on or after the date it is added to the Static Financed Asset Pool.


 


“Sub-Administration
Agreement” shall mean that certain Loan Servicing Agreement, dated as of January 11, 2018, by and between Administrator
and Sub-Administrator, as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof.


 






    42


     


    

 


“Sub-Administrator”
shall mean (a) U.S. Bank National Association or (b) any Person engaged by Administrator or Harvest, with the prior written consent
of Agent (which, prior to the occurrence and continuance of an Event of Default, shall not be unreasonably withheld, conditioned,
or delayed), to perform specified services (in accordance with a sub-administration agreement) otherwise conducted by the Administrator.


 


“Sub-Administrator
Default” shall mean any material breach of the terms and provisions of the Sub-Administration Agreement by Sub-Administrator.


 


“Sub-Administrator
Multi-Party Agreement” shall mean that certain Loan Servicing and Disbursement Agreement, dated on or about the Seventh
Amendment Effective Date, by and among Administrator, Sub-Administrator, and Agent, as such may be amended, modified or supplemented
from time to time in accordance with the terms thereof and hereof.


 


“Subordinated
Debt” shall mean unsecured Indebtedness of Borrower that is subordinated, pursuant to documentation acceptable to the
Requisite Lenders in their sole discretion, in right of payment and remedies to all of the Obligations and all of the Agent’s
and Lender’s rights, Liens and remedies in form and substance satisfactory to the Requisite Lenders in their sole discretion.


 


“Subsidiary”
shall mean, as to any Person, any other Person in which more than fifty percent (50%) of all Equity Interests is owned directly
or indirectly by such Person or one or more of its Subsidiaries.


 


“Subsidiary
Borrower” shall have the meaning assigned to such term in the introductory paragraph hereof.


 


“Substituted
Static Loan” shall mean any Underlying Loan that would otherwise be a Restricted Underlying Loan as of any date on or after
the Ninth Amendment Effective Date, solely to the extent (a) such Underlying Loan is designated by Borrower to replace an Ineligible
Loan in the Static Financed Asset Pool pursuant to Section 2.6(b) below and (b) such replacement Underlying Loan satisfies the
requirements for an “Eligible Loan” under this Agreement as of any date of determination on or after the date it is
added to the Static Financed Asset Pool.


 


“Syndicated
Loan Clearing Account” shall mean those certain Deposit Accounts of Borrower or Administrator (and/or any subaccounts
thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts)) designated as such on
Schedule 5.18B attached hereto and incorporated herein by reference (as may be updated from time to time (prior to the occurrence
and continuance of any Event of Default) by written notice of Borrower to Agent).


 


“Tangible
Net Worth” shall mean, for any measurement period, the amount by which any Person’s total assets (excluding Intangible
Assets, prepaid expenses and accrued interest) exceeds such Person’s total liabilities as determined, in each case, on a
consolidated basis in accordance with GAAP.


 


“Taxes”
shall have the meaning assigned to it in Section 13.8(a) hereof.


 






    43


     


    

 


“Term”
shall mean the period commencing on the Closing Date and ending upon the earlier of (x) October 30, 2021, or (y)
the date that is six (6) months prior to the maturity of any of Borrower’s outstanding Unsecured Longer-Term Indebtedness
as of such date of determination.


 


“Termination”
shall have the meaning assigned to it in Section 3.2(a) hereof.


 


“Third Party
Agented Loan” shall mean any Approved Syndicated Loan or Broadly Syndicated Loan (as applicable) with respect to which
the applicable collateral agent, paying agent and/or administrative agent in relation to such Approved Syndicated Loan or Broadly
Syndicated Loan (as applicable) is a Person other than Borrower.


 


“Third Party
Credit Agent” shall mean, with respect to any Third Party Agented Loan, as of any date of determination, the Person serving
in the capacity as collateral agent, paying agent and/or administrative agent (or equivalent thereof) in relation to such Third
Party Agented Loan.


 


“Total Leverage
Ratio” shall mean the ratio of (a) the amount equal to the total Indebtedness of Borrower (calculated on a consolidated
basis) to (b) the Tangible Net Worth of Borrower (on a consolidated basis).


 


“Trademarks”
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) all of Borrower’s (or if referring to another Person, such other Person’s)
trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos, other business identifiers, all applications, registrations and recordings relating to the foregoing as may at any time
be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof,
any political subdivision thereof or in any other country, and all research and development relating to the foregoing; (ii) all
renewals thereof, and (iii) all designs and general intangibles of a like nature.


 


“Transaction
Persons” shall have the meaning assigned to it in Section 5.25(a) hereof.


 


“Transferee”
shall have the meaning assigned to it in Section 12.2(a) hereof.


 


“UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York; provided, that if perfection or the effect
of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.


 


“Underlying
Borrower” shall mean, with respect to an Underlying Loan, the issuer(s) or obligor(s) and any guarantor thereof pursuant
to the terms of the related Underlying Loan Documents.


  


“Underlying
Collateral” shall mean all collateral and assets collateralizing, or otherwise securing payment and performance of, an
Underlying Loan.


 






    44


     


    

 


“Underlying
Loan” shall mean (a)(i) a Purchased Loan or (ii) a whole-loan debt obligation or Approved Syndicated Loan or Broadly
Syndicated Loan that was originated by the Borrower in the ordinary course of its business and that is currently owned by Borrower
(and in which no participation or other ownership or economic interest has been granted to, or is held by, any other Person with
respect to any portion of the Underlying Loan, other than the interests granted to Agent pursuant to the Loan Documents) and (b)
any Eligible Structured Equity Interests.


 


“Underlying
Loan Documents” shall mean the credit agreement or other agreement or instrument pursuant to which an Underlying Loan
has been issued or created and each and every other agreement that governs the terms of or secures the obligations represented
by such Underlying Loan or of which the holders (or any agent therefor) of such Underlying Loan are the beneficiaries.


 


“Underlying
Modification” shall have the meaning assigned to it in clause (j) of the definition of “Eligible Loan”
herein.


 


“Un-Restricted
Add-Backs” shall mean, solely with respect to the calculation of EBITDA for any Underlying Borrower for any purpose hereunder,
the aggregate amount of any of the following, to the extent any such items would otherwise be added back to the calculation of
EBITDA for such Underlying Borrower: (a) with respect to any Acquired Start-Up, the Historical EBITDA of such Person, (b) with
respect to any Underlying Borrower utilizing the proceeds of the related Underlying Loan, in whole or in part, for the purpose
of financing the consummation by such Underlying Borrower of a transaction or series of transactions pursuant to which such Underlying
Obligor has, in any transaction or series of transactions, (x) merged with, purchased, owned, held, invested in or otherwise
acquired any obligations or Equity Interests or securities of, or any other interest in any Person, or (y) otherwise acquired
all or substantially all of the assets of any Person, the amount of any reasonable, documented, out-of-pocket transaction costs
paid in conjunction therewith using the proceeds of such Underlying Loan, and (c) the amount of any non-cash (i) amortization,
write-downs or write-offs of goodwill or other Intangible Assets or (ii) charges paid by the Underlying Borrower during the relevant
period of determination in conjunction with the purchase, redemption, retirement or other acquisition of or voluntary payment or
prepayment of the principal of or interest on, the related Underlying Loan or any portion thereof (excluding, for the avoidance
of doubt, (x) any amounts paid by such Underlying Borrower with respect to regularly scheduled payments, prepayments or
redemptions of principal and interest in respect of any such Indebtedness as required pursuant to the instruments evidencing such
Indebtedness, and/or (y) any amounts paid by such Underlying Borrower with respect to the payment or prepayment of the principal
of or interest on such Indebtedness in conjunction with the exercise of remedies or of any right to accelerate the maturity thereof
by Borrower).


 


“Unsecured
Longer-Term Indebtedness” shall mean any Indebtedness of Borrower that (a) has no amortization prior to, and a final
maturity date not earlier than, six (6) months after the Maturity Date, (b) is incurred pursuant to documentation that is substantially
comparable to market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in
its good faith, reasonable judgment, and (c) is not secured by any assets of Borrower.


 


“Unused Line
Fee” shall mean the fee payable in accordance with Section 3.3.


 






    45


     


    

 


“U.S. Government
Obligations” shall mean (i) obligations of, or obligations guaranteed as to principal and interest by, the government
of the United States or any agency or instrumentality thereof, when these obligations are backed by the full faith and credit of
the United States and (ii) certain obligations of government-sponsored agencies that are not backed by the full faith credit
of the United States which are limited to: Federal Home Loan Mortgage Corp. debt obligations; Farm Credit System (formerly Federal
Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) consolidated system-wide bonds and notes; Federal Home
Loan Banks consolidated debt obligations; Federal National Mortgage Association debt obligations; Financing Corp. debt obligations;
and Resolution Funding Corp. debt obligations.


 


“Valuation
Policy” shall mean the written valuation policy of Harvest as described in Harvest’s most recent SEC filing, as
the same may be amended or modified from time to time in accordance with this Agreement.


 


“WBL Entities”
shall mean, collectively, WBL SPE I, LLC, a Delaware limited liability company, and WBL SPE II, LLC, a Delaware limited liability
company.


 


II. LOAN,
PAYMENTS, INTEREST AND COLLATERAL


 


2.1 The
Loan


 


Subject to the provisions
of this Agreement, each Lender, severally agrees to on
or after the Ninth Amendment Effective Date (after giving effect, for
the avoidance of doubt, to the re-balancing contained in
Section 2.1(e)), upon the prior approval of (and in the sole discretion of) Agent, each Lender may, in each such Lender’s
sole discretion, make Advances to Borrower under the Loan from time to time during the Revolving Period; provided,
that the Advances of such Lender at any time outstanding under the Loan shall not exceed an amount equal to such Lender’s
Pro Rata Share of (such aggregate amount as applicable to all Lenders being referred to herein as “Availability”):
(i)  with respect to any Restricted Advance, the sum of (x) the Maximum Loan Amount, minus (y) the
Letter of Credit Usage in effect at such time, minus (z) the aggregate outstanding principal amount of Advances under
the Loan (including for purposes hereof the outstanding principal amount of any prior Restricted Advance), and (ii) with respect
to any other Advance that is not a Restricted Advance, the lesser of (A) the sum of (x) the Maximum Loan Amount, minus
(y) the Letter of Credit Usage in effect at such time, minus (z) the aggregate outstanding principal amount
of Restricted Advances under the Loan and (B) the sum of (x) the value, in Dollars, of one hundred percent (100%) of
the aggregate Borrowing Base, minus (y) the Letter of Credit Usage in effect at such time. The Loan is a revolving
credit facility which may be drawn, repaid and redrawn from time to time during the Revolving Period as permitted under this Agreement.
Any determination of Availability for requested Advances shall be made by Agent in its sole discretion and is final and binding
upon Borrower, absent manifest error. Unless otherwise permitted by Agent, each Advance shall be in an amount of at least Two Hundred
Fifty Thousand Dollars ($250,000). No more than one (1) Advance (other than a Restricted Advance) may be made in any calendar week,
unless otherwise permitted by Agent. Subject to the provisions of this Agreement, Borrower may request Advances up to and including
the value, in Dollars, of one hundred percent (100%) of Availability. Notwithstanding
the foregoing or any other term or provision of this Agreement to the contrary, during the period on or after the Ninth Amendment
Effective Date through the expiration of the Revolving Period, Agent
and the Lenders shall not make any Advances to Borrower with respect to (and the Borrowing Base shall not otherwise include) any
Restricted Underlying Loan.


 






    46


     


    

 


(a) Evidence
of Loans.


 


(i) Agent
shall maintain, in accordance with its usual practice, true, correct and complete electronic or written records evidencing the
Indebtedness and Obligations owed by Borrower to Lenders, in which it will record (A) the amount of all Advances made under
this Agreement, (B) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrower
and payable to Lenders under the Loan Documents and (C) all amounts received by Agent under this Agreement from Borrower.


 


(ii) The
entries made in the electronic or written records maintained pursuant to subsection (i) of this Section 2.1(a) (the
“Balance Register”) shall be prima facie evidence of the existence and amounts of the Obligations
and Indebtedness therein recorded; provided, however, that the failure of Agent to maintain such records or any error
therein shall not in any manner affect the obligations of Borrower to repay the correct amounts owed pursuant to the Loan, including
all Advances made by Lenders, and all other Obligations in accordance with the terms of this Agreement and all other Loan Documents.


 


(iii) Agent
will account to Borrower monthly with a written statement of the Advances under the Loan, and any charges and payments made pursuant
to this Agreement, provided, however, that the failure of Agent to provide such written statement shall not constitute
a default or breach by Agent or any Lender of this Agreement or any other Loan Document and in the absence of manifest error, such
accounting rendered by Agent shall be deemed final, binding and conclusive unless Agent is notified by Borrower in writing to the
contrary within sixty (60) Business Days of Receipt of each accounting, which notice shall be deemed an objection only to items
specifically objected to therein.


 


(b) Notes.
Borrower agrees that:


 


(i) upon
written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the
benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower
shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender an appropriate
promissory note or notes substantially in the form attached hereto as Exhibit D;


 


(ii) all
references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned
to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time
to time;


 


(iii) upon
written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver
to such Lender new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange
for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided,
that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount
of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be
replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten
(10) days after Agent’s receipt of the replacement Notes; and


 






    47


     


    

 


(iv) upon
receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership
thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes
in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen;
and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being
replaced have been mutilated, they shall be surrendered to Borrower after delivery of the replacement Notes.


 


(c) Payment
at Maturity Date. All amounts outstanding under the Loan and all other Obligations under the Loan shall be due and payable
by Borrower in full, if not earlier in accordance with this Agreement, on the Maturity Date.


 


(d) Repayment
of Restricted Advances. The aggregate outstanding amount of any Restricted Advance shall be due and payable by Borrower in
full, if not earlier in accordance with this Agreement, on the earlier of (i) the date that is ten (10) days after the date upon
which such Restricted Advance was initially made (or such later date agreed to in writing by Agent (which writing may be by electronic
mail)) and (ii) the Maturity Date.


 


(e) Re-Balancing
of Revolving Exposures. Upon any change in (i) the Maximum Loan Amount (including without limitation any increase thereof pursuant
to Section 2.12) that is not pro rata among all Lenders or (ii) the amount of each Lender’s Pro Rata Share (including (for
the avoidance of doubt) pursuant to the terms and provisions of the Commitment Reallocation Letter Agreement), Borrower shall,
in conjunction with any such change, be deemed to have prepaid such Loans in their entirety and, to the extent the Borrower elects
to do so and subject to the conditions specified in this Agreement with respect thereto, the Borrower shall be deemed to have re-borrowed
Advances from the Lenders in proportion to their respective Pro Rata Share after giving effect to such change, until such time
as the Revolving Exposure of each Lender is in proportion to their respective Pro Rata Share after giving effect to such change.



 


2.2 Interest
on the Loan


 


(a) Borrower
agrees to pay interest in respect of the outstanding principal amount of the Loan, monthly in arrears to Agent for the account
of Lenders, from the date the proceeds thereof are made available to the Borrower until paid, at a rate per annum equal to the
lesser of (i) the LIBOR Rate,
plus three and one-quarter of onefour
and one-half percent (3.254.5%)
per annum (such rate, the “Calculated Rate”) and (ii) the Maximum Rate. All such payments of interest
shall be made on each Payment Date for the immediately preceding calendar month in accordance with Section 2.5. If Lenders
are prevented from charging or collecting interest at the Calculated Rate, then the interest rate shall continue to be the Maximum
Rate until such time as Lenders have charged and collected the full amount of interest that would be chargeable and collectable
if interest at the Calculated Rate had always been lawfully chargeable and collectible.


 






    48


     


    

 


(b) Borrower
shall be permitted to request that the LIBOR Rate
for any calendar month be based on the offered rate for loans in United States dollars for either a one (1) month
or three (3) month period upon a written request to Agent received no later than two (2) Business Days prior to the start of such
calendar month. Absent any written request by Borrower, the LIBOR Rate
shall be deemed to be based on the offered rate for loans in United States dollars for a one (1) month period.
To the extent Borrower chooses (or is deemed to choose) the LIBOR Rate
to be based on the offered rate for loans in United States dollars for a one (1) month period, the applicable LIBOR
Rate with respect to such one (1) month period shall be determined by Agent on
the first Business Day of such month and shall be the same throughout such month and (y) to the extent Borrower chooses
the LIBOR Rate to be based on
the offered rate for loans in United States dollars for a three (3) month period, the applicable LIBOR Rate
shall be determined by Agent on the first Business Day of the first month of such period and shall be the same
throughout such period. The monthly interest due on the principal balance of the Loan outstanding shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days and shall be calculated by determining the average daily principal
balance of the Obligations outstanding for each day of the calendar month in question.


 


2.3 Loan
Disbursements; Requirement to Deliver Borrowing Certificate


 


(a) At
such time during the Revolving Period that Borrower desires to incur an Advance under the Loan hereunder (a “Proposed
Advance”), Borrower shall first provide Agent with notice thereof (which may be delivered via e-mail attachment,
so long as it is signed by a Responsible Officer) not later than 4:00 p.m. (New York City time) at least one (1) Business Day before
the proposed Business Day on which such Proposed Advance is to be made (each, a “Borrowing Date”), together
with a completed Borrowing Certificate, accompanied by relevant supporting documentation satisfactory to Agent in its sole discretion,
which shall (x) specify the proposed Borrowing Date of such Advance and (y) specify the principal amount
of such Proposed Advance.


 


(b) On
the Borrowing Date, Borrower may formally request the Proposed Advance of the Loan by delivering to Agent an irrevocable Request
for Advance in the form attached hereto as Exhibit B (each, a “Request for Advance”) (which may
be delivered via e-mail attachment, so long as it is signed by a Responsible Officer) not later than 11:00 a.m. (New York City
time) on such Borrowing Date, together with (i) a representation that the conditions precedent contained in Section 4.2
are satisfied as of such Borrowing Date (subject to the update of the Schedules hereto), together with calculations evidencing
satisfaction of such conditions and (ii) such other supporting documentation with respect to the figures and information in the
Borrowing Certificate as Agent shall request in its sole discretion. On each Borrowing Date, Borrower irrevocably authorizes Agent
and Lenders to disburse the proceeds of the requested Advance to the applicable account(s) of Borrower or as otherwise specified
in the applicable Borrowing Certificate (which in each case shall be one or more of the accounts set forth on Schedule 5.18B),
for credit to the account of Borrower (or to such other account as to which Borrower shall instruct Agent in writing) via Federal
funds wire transfer; provided, however, that for the avoidance of doubt, the aggregate proceeds of any Restricted
Advance shall be disbursed by Agent only to the BlockedRestricted
Advance Account. Notwithstanding the foregoing, in no event shall Agent consider making any Advance under the Loan hereunder
(A) unless (x) all conditions set forth in Section 4.2
have been and continue to be satisfied or waived, and (y) no Default or Event of Default has otherwise occurred or
is continuing or would result from the making of such proposed Loan Advance and
(B) during the period on or after the Ninth Amendment Effective Date through the expiration of the Revolving Period, with respect
to (and the Borrowing Base shall not otherwise include) any Restricted Underlying Loan.


 






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(c) Notwithstanding
anything to the contrary in this Agreement, Agent and Lenders shall be entitled to rely upon the authority of a Responsible Officer
of Borrower for communications with and instructions from Borrower until written notice has actually been received that such officer
no longer has such authority.


 


2.4 Loan
Collections; Repayment


 


(a) At
all times Borrower shall and shall cause the Administrator (either itself or through the Sub-Administrator (as applicable)) to
instruct and cause:


 


(i) for
all Pledged Loans for which Borrower is acting as agent for itself and one or more other unaffiliated lenders, each Underlying
Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable Syndicated Loan Clearing Account and/or
any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and not actual accounts), all
interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description payable by or on
behalf of the related Underlying Borrower with respect to such Pledged Loan;


 


(ii) for
all Pledged Loans that are Third Party Agented Loans, the related Third Party Credit Agent to pay directly by wire transfer to
the Blocked Account and/or any subaccounts thereof (which, for the avoidance of doubt, may be ledger or book entry accounts and
not actual accounts), all interest, principal, prepayments (both voluntary and mandatory), and other amounts of any and every description
payable to Borrower with respect to such Third Party Agented Loan; and


 


(iii) for
all other Pledged Loans, each Underlying Borrower in respect of such Pledged Loan to pay directly by wire transfer to the applicable
Borrower Loan Clearing Account and/or the Blocked Account (as applicable) and/or any subaccounts thereof (which, for the avoidance
of doubt, may be ledger or book entry accounts and not actual accounts), and other amounts of any and every description payable
by or on behalf of the related Underlying Borrower with respect to such Pledged Loan.


 


With respect to any Available
Amounts deposited to any Loan Clearing Account pursuant to the foregoing clauses (i) or (iii), within one (1) Business
Day after deposit into such applicable Loan Clearing Account of any Available Amounts as set forth in clauses (i) or (iii)
above, Borrower shall transfer (or cause Administrator to transfer) all such Available Amounts in relation to any and all Pledged
Loans and any other Collateral (in the form so received) payable to Borrower (as opposed to any other unaffiliated lender for which
Borrower is acting as agent under the applicable Pledged Loan) to the Deposit Account established and maintained by Borrower in
accordance with the provisions of the Blocked Account Agreement (collectively, the “Blocked Account”).
In the event Borrower receives any payments on any Pledged Loan directly from or on behalf of the Underlying Borrower thereof,
Borrower shall receive such payment in trust for the sole and exclusive benefit of Agent, and Borrower shall deliver such payment
to the Administrator within two (2) Business Days (in the form so received), unless Agent shall have notified Borrower to deliver
directly to Agent all payments in respect of the Pledged Loans which may be received by Borrower, in which event all such payments
(in the form received) shall be endorsed by Borrower to Agent and delivered to Agent promptly upon Borrower’s receipt thereof.
On (A) the last Business Day of each month and (B) the first (1st) Business Day to occur after an Underlying Loan has
been paid in full (but solely with respect to proceeds of such Underlying Loan), Agent shall transfer 100% of cleared funds in
the Blocked Account and the Lockbox Account (if established) to the Collection Account, via wire transfer, for distribution from
the Collection Account by Agent in accordance with Section 2.5.


 






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(b) Agent
shall have the right at any time to establish (or require the establishment of) a lockbox account in Agent’s name, controlled
by Agent, established at an institution selected by Agent and pursuant to documentation acceptable to Agent (the “Lockbox
Account”) for the collection of all interest, principal, prepayments (both voluntary and mandatory), and other amounts
of any and every description payable to Borrower by or on behalf of any Underlying Borrower under any Collateral, and at any time
and Agent shall have the right to notify any Underlying Borrower to deposit such sums into such Lockbox Account.


 


(c) Subject
to the terms and provisions of this Agreement (including without limitation, Section 6.17 and 11.1 below (and without
limiting the application thereof)), in addition to payments in the ordinary course of business as set forth above, the Loan may
be prepaid in whole or in part by Borrower at any time upon not less than two (2) Business Days prior written notice (any such
date on which the Loan is to be prepaid, referred to herein as the “Prepayment Date”). If the Loan is
to be prepaid as provided in this clause (c), the prepayment price shall be equal to the sum of (x) the outstanding
unpaid principal balance of the Loan to be voluntarily prepaid (the “Prepayment Amount”), plus
(y) accrued and unpaid interest on the Prepayment Amount to the Prepayment Date. Notwithstanding any other provision of
any Loan Document, no voluntary prepayment under this Agreement shall affect Agent’s rights or any of the Obligations existing
as of the Prepayment Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations
(other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims
that would give rise thereto are pending) have been fully performed and indefeasibly paid in cash in full.


 


2.5 Promise
to Pay; Manner of Payment


 


(a) On
each Payment Date and on the first (1st) Business Day after Agent has transferred funds received under clause (iiB)
of the last sentence of Section 2.4(a) for distribution to the Collection Account, prior to the occurrence and continuance
of an Event of Default and subject to the other terms and conditions of this Agreement, all Available Amounts received during the
month most recently ended shall be paid from the Collection Account by Agent to the following Persons in the following order of
priority, to the extent amounts are due and owing to such Persons:


 






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(i) to
Agent, for any indemnities, costs, fees or expenses owed to Agent to the extent not previously reimbursed or paid;


 


(ii) to
Agent, for the benefit of the Lenders on a pari-passu basis, first, an amount equal to any protective advances made pursuant
to Section 2.8 hereof, together with all interest owed with respect to such protective advances, second, any indemnities,
costs, fees or expenses owed to Lenders, third, all accrued and unpaid interest on the Obligations charged at the Default
Rate and fourth, all other accrued and unpaid interest on the Obligations, in each case, to the extent not previously reimbursed
or paid;


 


(iii) to
Investment Adviser, all accrued and unpaid Advisory Fees;


 


(iv) to
Blocked Account Bank, for any indemnities, costs, fees or expenses owed to the extent not previously reimbursed or paid in relation
to the Blocked Account and/or any Loan Clearing Account;


 


(v) to
the Lockbox Agent (if any), for any indemnities, costs, fees or expenses owed to the extent not previously reimbursed or paid in
relation to the Lockbox Account;


 


(vi) to
the Custodian, for any indemnities, costs, fees or expenses owed the Custodian pursuant to (a) the Custody Agreement dated as of
May 2, 2013 by and between Custodian and Harvest, as amended from time to time, and (b) the Custodial Agreement to the extent not
previously reimbursed or paid;


 


(vii) to
(A) the Sub-Administrator, for any indemnities, costs, fees or expenses owed the Sub-Administrator with respect to the Delegated
Functions pursuant to the Sub-Administration Agreement to the extent not previously reimbursed or paid, and (B) the Backup Administrator,
(if any) for any indemnities, costs, fees or expenses owed the Backup Administrator pursuant to the Backup Administration Agreement
to the extent not previously reimbursed or paid;


 


(viii) to
Agent, for the benefit of Lenders on a pari-passu basis, an amount equal to the amount required (if any) to cause Borrower to be
in compliance with Section 2.6 hereof;


 


(ix) during
the Amortization Period, to Agent, for the benefit of Lenders on a pari-passu basis, any amountsthe
lesser of (A) all remaining Available Amounts after giving effect to the payments described above in this Section 2.5 or (B) the
required monthly payment amount due and owing for such calendar
month pursuant to Section 2.7(b), to be applied by Agent
and the Lenders to pay down the principal balance of the Loan;


 


(x) to
Agent and/or Lenders, any and all other Obligations due and payable as of such Payment Date;


 


(xi) during
the Amortization Period, to Agent, for the benefit of the Lenders on a pari-passu basis, 90% of any Available Amount representing
principal collections less amounts paid under clause (ix) above,
to be applied by Agent and the Lenders to pay down the principal balance of the Loan;


 






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(xii) during
the Amortization Period, to Agent, for the benefit of the Lenders on a pari-passu basis, 10% of any remaining Available Amount,
but only so long as payment under this item would not result in Borrower’s inability to make sufficient distributions or
dividends necessary to maintain its eligibility to qualify as a RIC or to avoid the imposition of a federal excise tax on undistributed
earnings under Section 4982 of the Code, to be applied by Agent and
the Lenders to pay down the principal balance of the Loan;


 


(xiii) to
Investment Adviser, theall
accrued and unpaid Incentive Advisory Fees;


 


(xiv) to
Investment Adviser and Administrator, for any indemnities, costs, fees or expenses owed pursuant to the Advisory Agreement and
the Administration Agreement, as applicable, to the extent not previously reimbursed or paid; and


 


(xv) to
Borrower, all remaining Available Amounts after giving effect to the payments described above in this Section 2.5, free
and clear of the security interest created by this Agreement, to be used by Borrower any lawful purpose.


 


In the event that amounts
distributed under Sections 2.5(a) on any Payment Date are insufficient for payment of the amounts set forth in (I)
Section 2.5(a)(i) through (xviii)
for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within three (3) Business Days of
request by Agent and (II) Section 2.5(a)(ix) and (x) for such Payment
Date, Borrower shall pay an amount equal to the extent of such insufficiency on or before the last Business Day of the calendar
month in which such Payment Date occurs.


 


(b) Borrower
absolutely and unconditionally promises to pay, when due and payable pursuant hereto, principal, interest and all other amounts
and Obligations payable, hereunder or under any other Loan Document, without any right of rescission and without any deduction
whatsoever, including any deduction for set-off, recoupment or counterclaim, notwithstanding any damage to, defects in or destruction
of the Collateral or Underlying Collateral or any other event, including obsolescence of any property or improvements. Any payments
made by Borrower, shall be made only by wire transfer on the date when due, without offset, deduction or counterclaim, in Dollars,
in immediately available funds to such account as may be indicated in writing by Agent to Borrower from time to time. Any such
payment received after 2:00 p.m. (New York City time) on any date shall be deemed received on the following Business Day. Whenever
any payment hereunder shall be stated to be due or shall become due and payable on a day other than a Business Day, the due date
thereof shall be extended to, and such payment shall be made on, the next succeeding Business Day, and such extension of time in
such case shall be included in the computation of payment of any interest (at the applicable interest rate then in effect during
such extension) and/or fees, as the case may be. Borrower hereby waives setoff, recoupment, counterclaim, demand, presentment,
protest, all defenses with respect to any and all instruments and all notices and demands of any description, and the pleading
of any statute of limitations as a defense to any demand under this Agreement and any other Loan Document.


 






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2.6 Repayment
of Excess Advances


 


(a) If,
at any time and for any reason, the outstanding unpaid principal balance of the Loan (including (for the avoidance of doubt) any
Restricted Advance) exceeds the Maximum Loan Amount, Borrower shall immediately, without the necessity of any notice or demand,
and whether or not a Default or an Event of Default has occurred or is continuing, prepay the principal balance of the Loan in
an amount equal to the difference between such sum and Availability (all accrued and unpaid interest with respect to such difference
shall be simultaneously prepaid).


 


(b) If,
at any time on or after the Ninth Amendment Effective Date,
for any reason (including, without limitation, as a result of one or more Pledged Loans no longer constituting Eligible Loans (as
a result of no longer complying with the eligibility criteria set forth in the definition thereof) and/or as a result of a decrease
in Fair Value and/or Enterprise Value (as calculated by Borrower’s internal valuation methodology and/or any updated third
party valuation report received by Agent pursuant to Section 6.1(ij)
hereof) as it applies to one or more Pledged Loans or Underlying Borrowers, as applicable), the outstanding unpaid principal balance
of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) exceeds the value, in Dollars, of
one hundred percent (100%) of the aggregate Borrowing Base calculated
with respect to the Static Financed Asset Pool, Borrower shall immediately, without the necessity of any notice or demand,
and whether or not a Default or an Event of Default has occurred or is continuing, either immediately (i) prepay the principal
balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted Advance) in an amount equal to the
difference between such sum and the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base (all accrued
and unpaid interest with respect to such difference shall be simultaneously prepaid) or (b) so long as Revolving Period is
then in effect, increase the aggregate principal amount of Eligible Loans included in the calculation
ofpledge an additional Eligible Loan as a Substituted
Static Loan to replace any such Pledged Loans no longer constituting Eligible Loans (as a result of no longer complying with the
eligibility criteria set forth in the definition thereof) so that, after calculating the Borrowing Base so
thatto give effect to any such Substituted Static Loan,
the outstanding unpaid principal balance of the Loan (excluding (for purposes hereof) the outstanding amount of any Restricted
Advance) is less than or equal to the value, in Dollars, of one hundred percent (100%) of the aggregate Borrowing Base calculated
with respect to the Static Financed Asset Pool. The pledge and delivery to Agent of additional EligibleSubstituted
Static Loans shall comply with the document delivery requirements set forth in Section 4.2, and shall be accompanied
by a written certification of Borrower to the effect that such additional Pledged Loans are Eligible
LoansSubstituted Static Loan and that, after
giving effect to the pledge to Agent of such Eligible Loans no Default or Event of Default will exist.


 


2.7 Other
Mandatory Prepayments


 


(a) If
a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the
consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay
the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other
amounts owing to Agent and Lenders under the Loan Documents.


 






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(b) In
addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly
basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section
2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four
percent (4%) of the Original Maximum Loan Amount for each
of the first two (2) full calendar quarters following the termination of the Revolvingoccurring
in the Amortization Period, (ii) six percent (6%) of the Original
Maximum Loan Amount for each of the succeeding two (2) full calendar quarters occurring
in the Amortization Period and (iii) seven and one-half percent (7.5%) of the Original
Maximum Loan Amount for each of the succeeding two
(2) full calendar quarters.quarter
occurring in the Amortization Period thereafter. In furtherance of the foregoing, with respect to any calendar month during each
relevant calendar quarter referenced in the foregoing clauses (i) through (iii), in the event the proceeds remitted on the Payment
Date for such calendar month pursuant to Section 2.5(a) are insufficient to pay the full amount of the required monthly payment
amount for such calendar month, Borrower shall, on or before the last Business Day of such calendar month, pay to Agent, for the
ratable benefit of Lenders, the remaining amount of such deficiency. 


 


(c) During
the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt
securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option
or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations
and all other amounts outstanding under the Loan Documents (other than indemnity obligations
under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not
then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses
and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.


 


2.8 Payments
by Agent; Protective Advances


 


(a) Should
any amount required to be paid under any Loan Document be unpaid beyond any applicable cure period, such amount may be paid by
Agent, for the account of Agent or Lenders, which payment shall be deemed a request for an Advance under the Loan as of the date
such payment is due, and Borrower irrevocably authorizes disbursement of any such funds by Agent, by way of direct payment of the
relevant amount, interest or Obligations in accordance with Section 2.5 without necessity of any demand whether or not a
Default or an Event of Default has occurred or is continuing. No payment or prepayment of any amount by Agent, Lenders or any other
Person shall entitle any Person to be subrogated to the rights of Agent and/or Lenders under any Loan Document unless and until
the Obligations have been fully performed and paid indefeasibly in cash and the Commitments have been terminated. Any sums expended
or amounts paid by Agent and/or Lenders as a result of Borrower’s failure to pay, perform or comply with any Loan Document
or any of the Obligations may be charged to Borrower’s account as an Advance under the Loan and added to the Obligations.


 


(b) Notwithstanding
any provision of any Loan Document, Agent, in its sole discretion, shall have the right, but not any obligation, at any time that
Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance (at Borrower’s expense) covering
any of the Underlying Collateral to the extent not obtained as required under any Underlying Loan Document or upon the Underlying
Borrower’s failure to do so; (ii) discharge (at Borrower’s expense) taxes or Liens affecting any of the Underlying
Collateral that have not been paid in violation of any Underlying Loan Document or that jeopardizes Borrower’s or Agent’s
Lien priority in the Underlying Collateral; or (iii) make any other payment (at Borrower’s expense) for the administration,
servicing, maintenance, preservation or protection of the Underlying Collateral or Collateral. Agent shall be reimbursed for all
such advances pursuant to Section 2.5 and any such advances shall bear interest at the Applicable Rate from the date the
Advance is made until it is repaid. No such advance by Agent shall be construed as a waiver by Agent, or any Lender of any Default
or Event of Default or any of the rights or remedies of Agent or any Lender.


 






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2.9 Grant
of Security Interest; Collateral


 


(a) To
secure the payment and performance of the Obligations, Borrower hereby grants to Agent, for the benefit of Agent and Lenders, a
valid, perfected and continuing first-priority security interest in and Lien upon, and pledges to Agent, for the benefit of Agent
and Lenders, all of Borrower’s assets, personal property, goods, Instruments, Equipment, Inventory, Fixtures, Accounts, General
Intangibles, Chattel Paper, Contract Rights, Contracts, Documents, Letter-of-Credit Rights, Deposit Accounts, Software, Money,
Investment Property, Health-Care-Insurance Receivables, Supporting Obligations and the Proceeds of each and all other types of
property, in each case whether now owned or existing or hereafter from time to time acquired or coming into existence, including
without limitation, all of Borrower’s right, title and interest in, to and under all of the following, whether now owned
or existing or hereafter from time to time acquired or coming into existence:


 


(i) all
of Borrower’s tangible personal property related to the Underlying Loans, including, without limitation, all present and
future Goods, Inventory and Equipment (including items of equipment which are or become Fixtures), and Computer Hardware and Software,
now owned or hereafter acquired related to the Pledged Loans;


 


(ii) all
right, title and interest of Borrower in and to any and all Pledged Loans and Attached Equity Interests;


 


(iii) all
of Borrower’s intangible personal property related to the Pledged Loans, including, without limitation, all present and future
Accounts, Securities, Contract Rights, Permits, General Intangibles, Chattel Paper, Investment Property, Intellectual Property,
Documents, Instruments, Deposit Accounts, Letter-of-Credit Rights and Supporting Obligations, rights to the payment of money or
other forms of consideration of any kind, tax refunds, insurance proceeds (including, without limitation, proceeds of any life
insurance policy), now owned or hereafter acquired, and all intangible and tangible personal property relating to or arising out
of any of the foregoing, including, but not limited to, the following:


 


(A) all
right, title and interest of Borrower in and to the Underlying Loans and Underlying Loan Documents related thereto;


 






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(B) all
right, title and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower
which secures (or constitutes collateral for) any of the Underlying Loans or Underlying Loan Documents, including without limitation,
all Attached Equity Interests and all right, title and interest in and to all financing statements perfecting such security interests
in any of the foregoing;


 


(C) all
right, title and interest of Borrower in and to all guaranties and other instruments by which any Person guarantees the payment
or performance of the Underlying Loans;


 


(D) all
right, title and interest of Borrower in and to all insurance policies pertaining to or obtained by any Underlying Borrower or
Borrower in connection with, or arising out of, any Underlying Loan Document;


 


(E) all
right, title and interest of Borrower in and to all commitments and other agreements to purchase any Pledged Loans;


 


(F) all
right, title and interest of Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing;


 


(G) all
files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records,
and other records, information, and data of Borrower relating to the Accounts (including all information, data, programs, tapes,
discs and cards necessary to administer and service the Pledged Loans);


 


(H) all
rights, claims, actions and causes of action under Underlying Loan Documents, now existing or hereafter accruing in favor of the
holder thereof, including rights of acceleration, rights to exercise remedies, rights in respect of representations, warranties,
covenants and indemnities and rights under guaranties or other instruments or agreements evidencing or assuring payment or performance
thereunder;


 


(I) all
right, title and interest of Borrower in and to (x) the Administration Agreement, and (y) the Sub-Administration
Agreement, together with (in each case) all rights (including, without limitation, Borrower’s rights of enforcement and all
precautionary Lien granted) thereunder;


 


(J) all
policies of insurance (including without limitation, casualty and hazard insurance and policies of owner’s or mortgagee’s
title insurance), or rights as loss payee or endorsee thereof, and escrow agreements, all tax, insurance, security or other deposits,
including rights in respect of letters of credit evidencing or securing any such deposit, and rights acquired by reason of condemnation
or exercise of the power of eminent domain with respect to any Underlying Collateral;


 






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(K) all
contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described
in (A) through (J) above and as to all such Collateral described in (A) through this subparagraph (K) whether
now existing or hereafter at any time acquired or arising;


 


(L) all
now existing or hereafter arising rights to service, administer and/or collect Underlying Loans and all rights to the payment of
money on account of such servicing, administration and/or collection activities;


 


(M) the
Controlled Accounts and all money, investment property, instruments and other property credited to, carried in or deposited in
the Controlled Accounts, including (for the avoidance of doubt) (x) the aggregate amount of the proceeds of any Restricted
Advance deposited into (and retained in) the BlockedRestricted
Advance Account and (y) the Specified Operating Account and all money, investment property, instruments and other
property credited to, carried or deposited therein;


 


any and all additions to any of the foregoing,
and any and all replacements, products and proceeds (including insurance proceeds) of any of the foregoing.


 


(b) Borrower
shall promptly notify Agent of any Commercial Tort Claims related to the Pledged Loans in which Borrower has an interest arising
after the Closing Date and shall provide all necessary information concerning each such Commercial Tort Claim and make all necessary
filings with respect thereto to perfect Agent’s first-priority security interest therein.


 


(c) Borrower
has full right and power to grant to Agent, for the benefit of Agent and Lenders, a perfected, first-priority security interest
and Lien on the Collateral pursuant to this Agreement, subject to no transfer or other restrictions or Liens of any kind in favor
of any other Person. No financing statement relating to any of the Collateral is on file in any public office except those on behalf
of Agent. Borrower is not party to any agreement, document or instrument that conflicts with this Section 2.9.


 


(d) Borrower
hereby authorizes Agent to prepare and file financing statements provided for by the UCC and to take such other action as may be
required, in Agent’s sole discretion, to perfect and to continue the perfection of Agent’s security interests in the
Collateral. Without limiting the generality of the foregoing, Borrower hereby agrees that such financing statements may (i) describe
the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect, (ii)
describe the Collateral as being of equal or lesser scope or with greater detail, or (iii) contain any information required by
part 5 of Article 9 of the Code for the sufficiency of filing office acceptance. Borrower also hereby ratifies any and all financing
statements or amendments previously filed by Agent in any jurisdiction.


 






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2.10 Collateral
Administration


 


(a) All
Collateral (except (x) Deposit Accounts and/or any Loan Clearing Account and (y) Collateral in the possession of
Custodian) will at all times be kept by Borrower at the locations set forth on Schedule 5.18A hereto, and shall not, without
thirty (30) calendar days prior written notice to Agent, be moved therefrom other than to another such location, and in any case
shall not be moved outside the continental United States. Borrower hereby agrees to deliver, or cause to be delivered, to Custodian,
the Custodian Deliverables with respect to each Pledged Loan (other than as it relates to an Approved Syndicated Loan or Broadly
Syndicated Loan) within five (5) Business Days after the related Borrowing Date. All Pledged Loans shall, regardless of their location,
be deemed to be under Agent’s dominion and control (with files so labeled) and deemed to be in Agent’s possession.
Any of Agent’s officers, employees, representatives or agents shall have the right upon reasonable notice, at any time during
normal business hours, in the name of Agent or any designee of Agent or Borrower, to verify the validity, amount or any other matter
relating to the Collateral, including inventory appraisals. Borrower shall cooperate fully with Agent in an effort to facilitate
and promptly conclude such verification process or inventory appraisals. In addition to and notwithstanding any provision of any
Loan Document, Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to
notify any Person owing amounts pursuant to Pledged Loans that their Pledged Loan has been assigned to Agent and to collect such
amounts directly in its own name and to charge collection costs and expenses, including reasonable attorneys’ fees, to Borrower,
provided, however, that Borrower shall endeavor in the first instance to make collection of such amounts for Agent.


 


(b) As
and when determined by Agent in its sole discretion, Agent will perform the searches described in clauses (i) and (ii) below
against Borrower: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower
are organized and/or maintain their executive offices, a place of business or assets; and (ii) judgment, federal tax lien
and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above.


 


(c) Within
five (5) Business Days after the applicable Borrowing Date, Borrower shall deliver, or cause to be delivered, to Agent or Custodian
any Attached Equity Interests and all items of Collateral that Agent must receive possession of to obtain a first-priority perfected
Lien in such Collateral to the extent not already in the possession of Agent or Custodian.


 


(d) Borrower
shall keep accurate and complete records of the Collateral and all payments and collections thereon and shall submit such records
to Agent on such periodic basis as Agent may request in its sole discretion. If requested by Agent upon or at any time after the
occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Agent, formal written assignments
of all of its Pledged Loans as Agent may request, together with copies of claims, invoices and/or other information related thereto.
To the extent that collections from such assigned Pledged Loans exceed the amount of the outstanding Obligations, upon confirmation
by Agent of such excess amount and so long as no Default or Event of Default has occurred and is continuing, such excess amount
shall be refunded to Borrower upon written request in accordance with the terms of this Agreement.


 


(e) Borrower
hereby agrees to take the following protective actions to prevent destruction of records pertaining to Borrower’s Collateral:
(i) if Borrower maintains its Collateral records on a manual system, such records shall be kept in a fire proof room or on
no less than thirty (30) calendar days following the end of each calendar month, a record of all payments on Pledged Loans and
all other matters relating to the Collateral shall be placed in an off-site safety deposit box (and Agent shall have access to
such safety deposit box); or (ii) if the Collateral records are computerized, Borrower agrees to create an electronic “back-up”
of the computerized information and to provide Agent monthly with an electronic copy of such “back-up” information
(A) prior to the Closing Date and (B) no later than thirty (30) days following the end of each calendar month following
the Closing Date.


 






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(f) Promptly
upon learning of the anticipated payment in full of any Pledged Loan, Borrower shall give written notice thereof to Agent. Within
two (2) Business Days after the actual payment in full of any Pledged Loan and delivery of the proceeds thereof to the applicable
Loan Clearing Account or the Blocked Account (as applicable) in accordance with Section 2.4 hereof, Borrower shall give
written notice thereof to Agent and Custodian of such payment.


 


(g) Notwithstanding
anything set forth herein to the contrary, so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, then upon Agent’s receipt of (i)(A) a written request for the release of Agent’s Lien on any Pledged Loan,
(B) unless otherwise agreed to in writing by Agent in its sole discretion, evidence acceptable to Agent that such Pledged Loan
is being sold to a third-party, non-Affiliate of Borrower on an arms-length basis for which purchase no Affiliate of Borrower is
providing seller financing in connection with such sale and (C) receipt of payment (or payment into escrow pursuant to a mechanism
acceptable to Agent) of an amount equal to (x) 100% of the net proceeds of the sale of such Pledged Loan plus (y)
the amount required (if any) to cause borrower to be in compliance with Section 2.6 hereof following the release of such
Pledged Loan, Agent shall, promptly, at Borrower’s cost and expense, deliver to Borrower (I) any Collateral relating to such
Pledged Loan and (II) Borrower-prepared release, satisfaction, discharge and/or termination agreements or similar instruments or
filings in relation to such related Collateral and any other UCC or similar filings made by Agent in relation thereto, in form
and substance reasonably satisfactory to Agent; and/or (ii)(A) written notice from Borrower that any Loan Clearing Account that
was previously a “Borrower Loan Clearing Account” has become a “Syndicated Loan Clearing Account” and (B)
an updated schedule to the Borrower Loan Clearing Account Agreement reflecting the removal of such Loan Clearing Account from the
Borrower Loan Clearing Account Agreement, Agent shall, promptly, at Borrower’s cost and expense, deliver to Borrower an acknowledged
copy of such updated schedule to the Borrower Loan Clearing Account Agreement. Upon the request of Borrower, Agent agrees to provide
a payoff letter, in form and substance acceptable to Agent, for the release of Agent’s Lien on any such Pledged Loan, subject
to the terms and conditions of this clause (g). Borrower shall
bear the responsibility of recording any such documents delivered pursuant to this clause (g) and
shall bear all out-of-pocket expenses (including, without limitation, legal fees and disbursements of Agent or any Lender) in connection
with any such payoff letter, supplemental schedule, release, reassignment and delivery delivered pursuant to this clause
(g).


 


(h) Without
limiting the foregoing (and in furtherance thereof), in the event any Syndicated Loan Clearing Account becomes a Borrower Loan
Clearing Account, Borrower shall deliver to Agent (or cause Administrator to deliver to Agent), within ten (10) Business Days,
an updated schedule to the Borrower Loan Clearing Account Agreement (acknowledged by Agent) reflecting such Borrower Loan Clearing
Account (or such other document, instrument, or agreement as is necessary to perfect Agent’s Lien thereon and provide Agent
control of, in each case in form and substance acceptable to Agent in its sole discretion).


 






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2.11 Power
of Attorney


 


(a) In
addition to the powers set forth in the Power of Attorney, Agent is hereby irrevocably made, constituted and appointed the true
and lawful attorney for Borrower (without obligating Agent to act as such) with full power of substitution to do the following:
(i) endorse the name of Borrower upon any and all checks, drafts, money orders and other instruments for the payment of money
that are payable to Borrower and constitute collections on Borrower’s Pledged Loans or other Accounts; (ii) execute
and/or file in the name of Borrower any financing statements, amendments to financing statements, schedules to financing statements,
releases or terminations thereof, assignments, instruments or documents that it is obligated to execute and/or file under any of
the Loan Documents; (iii) execute and/or file in the name of Borrower assignments, instruments, documents, schedules and statements
that it is obligated to give Agent under any of the Loan Documents; and (iv) do such other and further acts and deeds in the
name of Borrower that Agent may deem necessary to enforce, make, create, maintain, continue, enforce or perfect Lender’s
Lien or rights in any Collateral. In addition, if Borrower breaches its obligation hereunder to direct payments of Pledged Loans
or other Accounts or the proceeds of any other Collateral to the Lockbox Account, Agent, as the irrevocably made, constituted and
appointed true and lawful attorney for such Person pursuant to this paragraph, may, by the signature or other act of any of Agent’s
officers or authorized signatories (without requiring any of them to do so), direct any federal, state or private payor or fiscal
intermediary to pay proceeds of Pledged Loans or other Accounts or any other Collateral to the Lockbox Account or another account
designated in writing by Agent.


 


(b) The
power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until
the Obligations have been paid in full. The powers conferred on Agent under the Power of Attorney are solely to protect the Agent’s
and the Lenders’ interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such
powers. Agent agrees that (i) except as specified in the Power of Attorney, it shall not exercise any power or authority granted
under the Power of Attorney unless an Event of Default has occurred and is continuing, and (ii) Agent shall account for any monies
received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney; provided,
that Agent shall not have any duty as to any Collateral, and Agent shall be accountable only for amounts that it actually receives
as a result of the exercise of such powers. NEITHER AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE,
EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT
OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.


 


2.12 Increase
of Maximum Loan Amount.


 


Borrower, Agent and
Lenders will be permitted, at any time prior to the Maturity Date, subject to the consent of any Person whose consent is required
under the terms of any of the other Loan Documents, to increase the Maximum Loan Amount up to an aggregate amount of $85,000,000.00
with additional Commitments from Lenders or new Commitments from financial institutions acceptable to Agent; provided, that:
(i) at the time of any such increase, no Event of Default, or any condition that would (or with the passage of time would) constitute
an Event of Default under this Agreement or any other Loan Document, has occurred and is continuing; (ii) each of the other conditions
precedent in Section 4.2 are satisfied, (iii) no Lender shall be obligated to participate in any such increase by increasing
the amount of its own Revolving Exposure and/or Commitment, which decision shall be made in the sole discretion of each Lender;
(iv) each Lender shall have been provided an opportunity to participate in such increase on a ratable basis; (v) such additional
Commitment shall be in a minimum aggregate principal amount of $5,000,000.00 and integral multiples of $5,000,000.00 in excess
thereof; and (vi) all documents reasonably required by Agent to evidence any such increase shall be executed and delivered to Agent
on or before the effective date of such increase, including, without limitation, one or more new or replacement Notes.


 






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2.13 Letters
of Credit.


 


Subject to the terms
and conditions set forth in this Agreement and on Annex I hereto, Borrower may request that one or more L/C Issuers issue
Standby Letters of Credit (in accordance with each such L/C Issuer’s usual and customary business practices). To the extent
Agent (in its sole discretion) agrees to issue such Standby Letter of Credit to Borrower, (a) Pacific Western (as an L/C Issuer)
may elect (in its sole discretion) to (x) only issue any such Standby Letter of Credit in its own name, or (y) issue
such Standby Letter of Credit and allow each Lender (in such Lender’s sole discretion) to incur or purchase participations
in such Standby Letter of Credit in respect of Borrower in an amount equal to such Lender’s respective Pro Rata Share, or
(b) Agent may (in its sole discretion) request that another Lender or other Lenders (in each such Lender’s sole discretion)
agree to issue any such Standby Letter of Credit in such Lender’s own name (as an L/C Issuer). For the avoidance of doubt,
the issuance of any Standby Letter of Credit to Borrower hereunder shall be made in the sole discretion of Agent, and the participation
of Pacific Western (as a Lender and L/C Issuer) or any other Lender (as an L/C Issuer or as a participant in any Standby Letter
of Credit) shall be made in the sole discretion of Pacific Western or such other Lender.


 


III. FEES
AND OTHER CHARGES


 


3.1 Commitment
Fee


 


(a) On
the Closing Date, in addition to any fees set forth in the Fee Letter, Borrower shall pay to Agent, for the benefit of the Lenders,
a nonrefundable commitment fee equal to one percent (1.0%) of the Maximum Loan Amount, which shall be deemed fully earned and non-refundable
on the Closing Date.


 


(b) On
the Seventh Amendment Effective Date, in addition to any fees previously paid by Borrower pursuant the terms of this Agreement
or any other Loan Document, Borrower shall pay to Agent, for the benefit of the Lenders, a nonrefundable commitment fee equal to
one-quarter of one percent (0.25%) of the Maximum Loan Amount, which shall be deemed fully earned and non-refundable on the Seventh
Amendment Effective Date.


 






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3.2 Early
Termination Fee


 


If, prior to May 1,
2020, (i) Agent demands or accelerates the Obligations, or Borrower is otherwise required to make payment in full of the Obligations,
(ii) a Change of Control occurs, and/or final payment of all outstanding Obligations pursuant to Section 2.7(a) occurs or
is required to occur as a result thereof, (iii) any other termination of this Agreement and/or final prepayment (in full) of the
Loan or the Obligations occur, whether by virtue of Agent’s exercising its right of set-off or otherwise, or (iv) any automatic
acceleration of the Loan or the Obligations or cessation of lending on account of or during a bankruptcy, reorganization or other
proceeding or liquidation or pursuant to any Debtor Relief Law (each, a “Termination”), then, at the effective
date of any such Termination, Borrower shall pay Agent, for the ratable benefit of Lenders (in addition to the then outstanding
principal, accrued interest and fees and other Obligations owing pursuant to the terms of this Agreement and any other Loan Document),
as yield maintenance for the loss of bargain and not as a penalty, a fee (an “Early Termination Fee”) in an
amount equal to (x) if such Termination occurs on or before October 31, 2019, one percent (1.0%) of the Maximum Loan Amount
in effect as of such date of Termination, and (y) if such Termination occurs on or after November 1, 2019, but on or before
April 30, 2020, one-half of one percent (0.5%) of the Maximum Loan Amount in effect as of such date of Termination.


 


3.3 Unused
Line Fee and Minimum Balance Fee


 


(a)
Commencing on the ClosingNinth
Amendment Effective Date and due on each Payment Date thereafter during (and immediately following the termination of,
as provided herein) the Revolving Period, Borrower agrees to pay to Agent, for the benefit of Lenders, with respect to the preceding
calendar month (or the portion thereof, if the termination of the Revolving Period does not occur on the first day of a calendar
month) a non-refundable unused line fee as follows (the “Unused Line
Fee”):


 


in
an amount equal to the product of (a)
(i) if the average daily principal balance
of the Obligations (including for the avoidance of doubt the
Letter of Credit Usage) outstanding for the prior calendar month is less than fifty percent (50%) of the Maximum Loan Amount, then
an amount equal to the product of (A) three quarters of one percent
(0.75%) per annum, multiplied by (B) the difference between
(x) the Maximum Loan Amount and (y) the average daily principal balance of the Obligations outstanding during such
prior calendar month; or


 


(ii) if
the average daily principal balance of the Obligations (including for the avoidance of doubt the Letter of Credit Usage) outstanding
for the prior calendar month is equal to or greater than fifty percent (50%) of the Maximum Loan Amount, then an amount equal to
the product of (A) one-half of one percent (0.5%) per annum, multiplied by (Bb)
the difference between (x) the Maximum Loan Amount and (y) the average daily principal balance of the Obligations
outstanding during such prior calendar month.


 


(b)
Commencing as of the Eighth Amendment Effective Date through the expiration
of the Revolving Period, on each Payment Date occurring upon the occurrence and continuance of
any Minimum Balance Deficiency Period, Borrower agrees to pay to Agent, for the benefit of Lenders, a non-refundable minimum balance
fee (the “Minimum Balance Fee”), accruing
from the initial date of such Minimum Balance Deficiency Period until the expiration of such Minimum Balance Deficiency Period,
in an aggregate amount (for each day occurring during such Minimum Balance Deficiency Period prior to such Payment Date) equal
to the product of (i) two and one-half percent (2.50%) per annum, multiplied by (ii) an
amount equal to (x) the Minimum Balance Threshold, minus (y) the aggregate
outstanding principal amount of Advances under the Loan as of each such day; provided,
however, that for the avoidance of doubt, any Minimum Balance Deficiency Period shall
continue (and the Minimum Balance Fee shall continue to accrue during the continuance of such Minimum Balance Deficiency Period)
notwithstanding the occurrence of any interim Payment Date and the payment of any accrued Minimum Balance Fee accruing with respect
to such Minimum Balance Deficiency Period prior to such Payment Date.


 






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3.4 Computation
of Fees; Lawful Limits


 


All fees hereunder
(other than the Commitment Fee) shall be computed on the basis of a year of 360 days and for the actual number of days elapsed
in each calculation period, as applicable. In no contingency or event whatsoever, whether by reason of acceleration or otherwise,
shall the interest and other charges paid or agreed to be paid to Agent, for the benefit of Agent and Lenders, for the use, forbearance
or detention of money hereunder exceed the maximum rate permissible under Applicable Law which a court of competent jurisdiction
shall, in a final determination, deem applicable hereto. If, due to any circumstance whatsoever, fulfillment of any provision hereof,
at the time performance of such provision shall be due, shall exceed any such limit, then the obligation to be so fulfilled shall
be reduced to such lawful limit, and, if Agent or Lenders shall have received interest or any other charges of any kind which might
be deemed to be interest under Applicable Law in excess of the Maximum Rate, then such excess shall be applied first to any unpaid
fees and charges hereunder, then to unpaid principal balance owed by Borrower hereunder, and if the then remaining excess interest
is greater than the previously unpaid principal balance, Agent and Lenders shall promptly refund such excess amount to Borrower
and the provisions hereof shall be deemed amended to provide for such permissible rate. The terms and provisions of this Section
3.4 shall control to the extent any other provision of any Loan Document is inconsistent herewith.


 


3.5 Default
Rate of Interest


 


Upon the occurrence
and during the continuation of an Event of Default, the Applicable Rate in effect from time to time thereafter shall automatically
be increased by three percent (3.00%) per annum (subject to the Maximum Rate) (the “Default Rate”). Interest
at the Default Rate shall accrue from the initial date of such Event of Default until such Event of Default is waived, and shall
be payable upon demand.


 


3.6 Increased
Costs; Capital Adequacy


 


(a) If
any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then Borrower
will pay to such Lender such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction
suffered.


 






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(b) If
any Lender determines that any Change in Law regarding capital 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 Loans made by such Lender to a level below that which such Lender or such Lender’s holding company, as applicable,
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, as applicable, with respect to capital adequacy), then from time to time Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender’s or such Lender’s holding company, as applicable,
for any such reduction suffered.


 


(c) A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or such Lender’s holding
company, as the case may be, as specified in Sections 3.6(a) and (b), shall be delivered to Borrower and shall be
conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.


 


(d) Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 3.6 shall not constitute a waiver of
such Lender’s right to demand such compensation; provided, that Borrower shall not be required to compensate a Lender
pursuant to this Section 3.6 for any increased costs or reductions incurred more than 180 days prior to the date such Lender
notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to
claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions
is retroactive or if Lender is prohibited under Applicable Law from giving such notice, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof or any period where such notice could not lawfully be given.


 


3.7 Standby
Letters of Credit Fee


 


(a) For
the period from and including the date of issuance of each Standby Letter of Credit to and including the date of termination or
expiration of such Standby Letter of Credit, Borrower shall pay to Agent (for the benefit of the applicable L/C Issuer) a standby
letter of credit fee equal to four and one-half of one percent (4.50%) per annum (the “Standby Letter of Credit Fee”)
of the aggregate, undrawn face amount of all outstanding Standby Letters of Credit issued for the account of Borrower, which fee
shall be payable in arrears on each Payment Date. Upon the occurrence and during the continuation of any Event of Default, all
Standby Letter of Credit Fees shall be payable on demand at a rate equal to (x) the Standby Letter of Credit Fee, plus
(y) three percent (3.00%) per annum, in each case, on the aggregate undrawn face amount of all outstanding Standby Letters
of Credit issued for the account of Borrower. Borrower also shall pay on demand the normal and customary administrative charges
for issuance, amendment, negotiation, renewal or extension of any Standby Letter of Credit imposed by the applicable L/C Issuer.


 


(b) On
demand by Agent at any time after the occurrence and during the continuance of any Event of Default, Borrower will cause cash to
be deposited and maintained in an account with Agent, as cash Collateral, in an amount equal to one hundred five percent (105%)
of the Letter of Credit Usage, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrower’s behalf
and in Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower,
in the amounts required to be made by Borrower, out of the proceeds of Collateral or out of any other funds of Borrower coming
into Agent’s possession at any time. Agent will invest such cash Collateral (less applicable reserves) in such short-term
money-market items as to which Agent in its Permitted Discretion may determine and the net return on such investments shall be
credited to such account and constitute additional cash Collateral. Borrower may not withdraw amounts credited to any such account
unless all Obligations have been indefeasibly paid in full, all Standby Letters of Credit have expired or been terminated and this
Agreement has been terminated.”


 






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IV. CONDITIONS
PRECEDENT


 


4.1 Conditions
to the Initial Advance and Closing


 


The obligations of
Lenders to consummate the transactions contemplated herein and the obligations of Lenders to make the initial Advance under the
Loan (the “Initial Advance”), are subject to the satisfaction (or waiver), in the sole judgment of Agent,
of the following:


 


(a) Agent
shall have received from (i) Borrower all Loan Documents to which it is a party duly executed by a Responsible Officer of
Borrower, and (ii) each other Person, all Loan Documents to which such Person is a party duly executed and delivered by such
Person;


 


(b) Agent
shall have received (i) a report of UCC financing statement, tax and judgment lien searches performed with respect to Borrower
in each jurisdiction determined by Agent in its sole discretion, and such report shall show no Liens on the Collateral, (ii) each
document (including, without limitation, any UCC financing statement) required by any Loan Document or under law or requested by
Agent to be filed, registered or recorded to create, in favor of Agent, for the benefit of Agent and Lenders, a first-priority
and perfected security interest upon the Collateral, and (iii) evidence of each such filing, registration or recordation and
of the payment by Borrower of any necessary fee, tax or expense relating thereto;


 


(c) Agent
shall have received (i) copies of the Charter and Good Standing Documents of Borrower, (ii) a certificate of the corporate
secretary or assistant secretary of Borrower in his or her capacity as such and not in his or her individual capacity dated the
Closing Date, as to the incumbency and signature of the Persons executing the Loan Documents on behalf of Borrower, as applicable,
in form and substance acceptable to Agent in its Permitted Discretion, and (iii) a certificate executed by an authorized officer
of Borrower, which shall constitute a representation and warranty by Borrower as of the Closing Date and the Borrowing Date for
the Initial Advance that all conditions contained in this Agreement (including those in Section 4.2) have been satisfied;


 


(d) Agent
shall have received usual and customary written legal opinions for transactions of this type from counsel and/or special counsel
of Borrower, in each case in form and substance satisfactory to Agent and its counsel;


 






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(e) Agent
shall have received a certificate of the chief financial officer (or, in the absence of a chief financial officer, the chief executive
officer) of Borrower, in his or her capacity as such and not in his or her individual capacity, in form and substance satisfactory
to Agent in its sole discretion (a “Solvency Certificate”), certifying (i) the solvency of Borrower,
after giving effect to the transactions and the Indebtedness contemplated by the Loan Documents, and (ii) as to Borrower’s
financial resources and anticipated ability to meet its obligations and liabilities as they become due, to the effect that as of
the Closing Date, and after giving effect to such transaction and Indebtedness: (A) the assets of Borrower, individually and
on a consolidated basis, at a Fair Valuation, exceed the total liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of Borrower, and (B) no unreasonably small capital base with which to engage in its anticipated business exists
with respect to Borrower;


 


(f) Agent
shall have received copies of the Borrower’s Credit Policy, the Valuation Policy, all material Permits, and each Material
Contract, each certified to be true, complete and correct by a Responsible Officer of Borrower;


 


(g) Agent
shall have received satisfactory results of its various due diligence examinations of Borrower, as determined by Agent in its sole
discretion, including, without limitation: (i) the terms and conditions of all obligations owed by Borrower deemed material
by Agent; (ii) reference checks and calls, credit checks, and background checks with respect to the relevant key management
and principals of Borrower and Joseph Jolson; (iii) the books, records, business, obligations, financial condition and operational
state of Borrower;


 


(h) Agent
shall have received all financial statements, projections, budgets, and other financial information relating to the Collateral
and Borrower, in each case, satisfactory to Agent in its sole discretion;


 


(i) Agent
shall have received (or is satisfied that it will receive simultaneously with the funding of the Initial Advance) all fees, charges
and expenses due and payable to Agent and Lenders on or prior to the Closing Date pursuant to the Loan Documents;


 


(j) Agent
shall have received such consents, approvals and agreements from such third parties as Agent and its counsel shall deem are necessary
or desirable with respect to (i) the Loan Documents and/or the transactions contemplated thereby, (ii) claims against
Borrower or the Collateral, and/or (iii) agreements, documents or instruments to which Borrower is a party or by which any
of its properties or assets are bound or subject;


 


(k) Agent
shall have received copies of certificates of all such required insurance policies and endorsements thereto and confirming that
they are in effect and that the premiums due and owing with respect thereto have been paid in full and naming only Agent, for the
benefit of Agent and Lenders, as sole beneficiary or loss payee and additional insured, as deemed appropriate in the discretion
of Agent;


 


(l) all
corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated
by the Loan Documents shall be satisfactory to Agent in its sole discretion;


 


(m) Borrower
shall be in compliance with Applicable Laws, no default shall exist as to any obligations of Borrower, including, without limitation,
any obligations under any Underlying Loan or Material Contract, and there shall exist no fact, condition or circumstance which,
with the passage of time, the giving of notice or both, could reasonably be expected to result in a Material Adverse Effect;


 






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(n) neither
Borrower, nor any of its principal or key management personnel, shall have been indicted or is under active investigation by a
U.S. Attorney for a felony crime;


 


(o) there
shall not have occurred any Material Adverse Effect from that which was reflected on the financial statements of Borrower, dated
June 30, 2013, provided to Agent, or any liabilities or obligations of any nature with respect to Borrower which could reasonably
be likely to have a Material Adverse Effect;


 


(p) Agent
shall have received satisfactory evidence that the Blocked Account has been established on terms satisfactory to Agent in its sole
discretion and the Blocked Account Agreement executed and delivered by the parties thereto; and


 


(q) all
other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered,
executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.


 


4.2 Conditions
to Each Advance


 


The obligations of
Lenders to make any Advance under the Loan (including, without limitation, the Initial Advance) are subject to the satisfaction,
in the sole discretion of Agent and each Lender, of the following conditions precedent:


 


(a) Borrower
shall have previously complied with all conditions set forth in Section 4.1 as of the Closing Date or such conditions shall
have been previously waived;


 


(b) at
least one (1) Business Day prior to the proposed Borrowing Date, Borrower shall have delivered to Agent (i) a Request for
Advance (which Request for Advance shall include, to the extent delivered in connection with any request for an Advance that is
not a Restricted Advance, representations and warranties by Borrower as to (x) the Fair Value of each Underlying Loan to
be pledged in connection with such Advance, (y) the Enterprise Value of the Underlying Borrower in relation to each such
Underlying Loan and (z) whether each such Underlying Loan is an Eligible Covenant-Lite Loan, Eligible Junior Secured Loan,
Eligible Junior Secured Subordinated Loan, Eligible Secured Subordinated Loan, Eligible Senior Secured Last-Out Loan or Eligible
Senior Secured Loan, Eligible Allowed Affiliated Interest Loan, Eligible Allowed Controlling Interest Loan, Eligible Agreed Asset
Loan (secured by Agreed Asset Collateral located in the United States or Canada), or Eligible Agreed Asset Loan (secured by Agreed
Asset Collateral located in a Permitted Foreign Jurisdiction), as applicable) and (ii) solely to the extent the requested Advance
is an Advance that is not a Restricted Advance, a Borrowing Certificate, accompanied by all necessary supporting documentation
and executed by a Responsible Officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing
Date that the conditions contained in this Section 4.2, have been satisfied;


 






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(c) each
of the representations and warranties made by Borrower in or pursuant to the Loan Documents (including the Administration Agreement)
shall be accurate before and after giving effect to the making of such Advance (except for those representations and warranties
made as of a specific date), Borrower shall be in full compliance with all covenants, agreements and obligations under each Loan
Document, and no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested
Advance on such Borrowing Date;


 


(d) immediately
after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Loan shall not exceed
Availability;


 


(e) there
shall be no liabilities or obligations with respect to Borrower of any nature whatsoever which, either individually or in the aggregate,
could reasonably be likely to have or result in a Material Adverse Effect;


 


(f) there
shall not have occurred any Material Adverse Effect;


 


(g) Agent
shall have received all fees, charges and expenses payable to Agent and Lenders on or prior to such date pursuant to the Loan Documents;


 


(h) solely
to the extent the requested Advance is an Advance that is not a Restricted Advance, Agent shall be satisfied that upon funding
such Advance, Agent will have a valid and enforceable first-priority security interest in the Underlying Loan to be pledged in
connection with such Advance;


 


(i) solely
with respect to the first Restricted Advance made on or after the Ninth Amendment Effective Date, (i) Borrower shall have established
or caused to be established the Restricted Advance Account at Pacific Western and (ii) Agent shall have received from Borrower
the Restricted Advance Account Agreement duly executed by a Responsible Officer of Borrower and by each other Person party thereto;


 


(j) (i)
all other documents and legal matters in connection with the transactions contemplated by this Agreement shall
have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent; and


 


(k) (j)
no Default or Event of Default hereunder has occurred and is continuing.


 


V. REPRESENTATIONS
AND WARRANTIES


 


Borrower represents
and warrants as of each Borrowing Date as follows:


 


5.1 Organization
and Authority


 


(a) (i)
Harvest is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, and (ii) each Subsidiary
Borrower is duly organized, validly existing and in good standing under the laws of its respective jurisdiction of formation.


 


(b) (i)
Borrower has all requisite power and authority to own its properties and assets (including, without limitation, the Collateral)
and to carry on its business as now being conducted and as contemplated in the Loan Documents, and (ii) Harvest is duly qualified
to do business in the jurisdictions set forth on Schedule 5.1, which are all of the jurisdictions in which failure to so
qualify could reasonably be likely to have or result in a Material Adverse Effect.


 






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(c) Borrower
has all requisite power and authority (i) to execute, deliver and perform the Loan Documents to which it is a party, (ii) to
acquire the Pledged Loans and other Collateral, (iii) to consummate the transactions contemplated under the Loan Documents
to which it is a party, and (iv) to grant the Liens with regard to the Collateral pursuant to the Security Documents to which
it is a party. Borrower has all requisite power and authority to borrow hereunder.


 


(d) Harvest
is an “investment company” under the Investment Company Act.


 


(e) No
transaction contemplated in this Agreement or the other Loan Documents requires compliance with any bulk sales act or similar law.


 


5.2 Loan
Documents


 


The execution, delivery
and performance by each of Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated
thereby, (a) have been duly authorized by all requisite action of Borrower and have been duly executed and delivered by or
on behalf of Borrower; (b) do not violate any provisions of (i) any Applicable Law, statute, rule, regulation, ordinance
or tariff, (ii) any order of any Governmental Authority binding on Borrower or any of its properties, or (iii) the bylaws
(or any other equivalent governing agreement or document) of Borrower, or any agreement between Borrower and its equity owners
or among any such equity owners; (c) are not in conflict with, and do not result in a breach or default of or constitute an
event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute
or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which Borrower
is a party, or by which the properties or assets of Borrower is bound, the effect of which could reasonably be expected to be,
have or result in a Material Adverse Effect; (d) except as set forth herein or therein, will not result in the creation or
imposition of any Lien of any nature upon any of the properties or assets of Borrower other than a Permitted Lien and (e) except
for filings in connection with the perfection of Agent’s Liens, do not require the consent, approval or authorization of,
or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each
of the Loan Documents to which Borrower is a party and to which Administrator is a party will constitute the legal, valid and binding
obligation of each such Person enforceable against each such Person in accordance with its terms, subject to the effect of any
applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’
rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies. Borrower
has furnished to Agent true, correct and complete copies of the Administration Agreement and the Sub-Administration Agreement.


 


5.3 Subsidiaries,
Capitalization and Ownership Interests


 


As of the Sixth Amendment
Effective Date, Borrower has no Subsidiaries other than Harvest’s ownership of one-hundred percent of the Equity Interests
in each Subsidiary Borrower. As of the Closing Date, eleven and forty-nine one hundredths of one percent (11.49%) of the outstanding
Equity Interest in Harvest is directly owned (both beneficially and of record) by Sponsor free and clear of any Liens other than
Liens in favor of Agent and/or Lenders, if any. The outstanding Equity Interests of Borrower have been duly authorized and validly
issued. Schedule 5.3 lists the officers or directors of Harvest as of the Closing Date. Other than Equity Interests
acquired in compliance with Section 7.3(a), Attached Equity Interests, Retained Equity Interests, and Harvest’s ownership
of one-hundred percent of the Equity Interests in each Subsidiary Borrower, Borrower does not (a) own any Investment Property
other than as otherwise permitted under this Agreement or (b) own any interest or participate or engage in any joint venture,
partnership or similar arrangements with any Person.


 






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5.4 Properties


 


Borrower (a) is
the sole owner and has good, valid and marketable title to, or a valid leasehold interest in, license of, or right to use, all
of its properties and assets, including the Pledged Loans and Underlying Loan Documents and the other Collateral, whether personal
or real, subject to no transfer restrictions (except for provisions restricting or prohibiting assignment of leases or other contracts
listed on Schedule 5.4) or Liens of any kind except for Permitted Liens, and (b) is in compliance in all material respects
with Permit or other license to which it is a party or otherwise bound. Borrower does not own fee title to, or leasehold interest
in, any real property.


 


5.5 Other Agreements


 


Borrower is not: (a) a
party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would have
a Material Adverse Effect on its ability to execute and deliver, or perform its obligations under, any Loan Document to which it
is a party; (b) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained
in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which
default, if not remedied within any applicable grace or cure period, could reasonably be expected to be, have or result in a Material
Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute
or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable
grace or cure period could reasonably be expected to be, have or result in a Material Adverse Effect; (c) in default in the performance,
observance or fulfillment of any obligation, covenant or condition contained in any Underlying Loan Document; or (d) except pursuant
to the Administration Agreement and the Advisory Agreement, a party or subject to any agreement, document or instrument with respect
to, or obligation to pay any, service or management fee with respect to, the ownership, operation, leasing or performance of any
of its business or the Underlying Loans. Except as set forth on Schedule 5.16 or as otherwise permitted under Section
5.16 or Section 7.5, there are no existing or proposed agreements, arrangements, understandings or transactions between
Borrower and any of its officers, directors, stockholders, employees or affiliates or any member of their respective immediate
families.


 






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5.6 Litigation


 


(a) Borrower is
not a party to any material pending or threatened action, suit, proceeding or investigation related to the business of Borrower,
(b) there is no pending or, to the knowledge of Borrower, as applicable, threatened action, suit, proceeding or investigation
involving Borrower or its business that could reasonably be expected to prevent or materially delay the consummation by Borrower,
as applicable, of the transactions contemplated herein, (c) Borrower does not have any reason to believe that any material
action, suit, proceeding or investigation may be brought or threatened against Borrower’s business, (d) Borrower is
not a party to or subject to any order, writ, injunction, judgment or decree of any Governmental Authority, (e) Borrower is
not currently subject to an action, suit, proceeding or investigation, and (f) Borrower does not owe any existing accrued
and/or unpaid Indebtedness to any Governmental Authority.


 


5.7 Hazardous Materials


 


Borrower is in compliance
in all material respects with all applicable Environmental Laws and it has not been notified of any action, suit, proceeding or
investigation (a) relating in any way to non-compliance by or liability of Borrower under any Environmental Laws, (b) which
otherwise alleges that any of them has a liability or potential liability with respect to any Hazardous Substance or any Environmental
Law, or (c) which seeks to suspend, revoke or terminate any Permit or other license or approval of Borrower necessary for
the generation, handling, storage, treatment or disposal of any Hazardous Substance.


 


5.8 Tax Returns;
Governmental Reports; Taxes


 


Borrower (a) has
filed all federal, state, foreign (if applicable) and local tax returns and other reports which are required by law to be filed,
and (b) has paid prior to delinquency all taxes, assessments, fees and other governmental charges, including, without limitation,
payroll and other employment related taxes, in each case that are due and payable, except only for items that are currently being
contested in good faith and described on Schedule 5.8 and for which adequate reserves have been established in accordance
with GAAP, consistently applied.


 


5.9 Financial Statements
and Reports


 


All financial statements,
budgets, projections, and financial information relating to Borrower that have been or may hereafter be delivered to Agent by,
or with respect to, Borrower (a) are consistent with the books of account and records of such Person, (b) have been prepared
in accordance with GAAP, on a consistent basis throughout the indicated periods, except that the unaudited financial statements
contain no footnotes or year-end adjustments, and (c) present fairly in all material respects the financial condition, assets
and liabilities and results of operations of such Person at the dates and for the relevant periods indicated in accordance with
GAAP consistently applied. Borrower does not have any material obligations or liabilities of any kind required to be disclosed
therein that are not disclosed in such financial statements, and since the date of the most recent financial statements submitted
to Agent pursuant to Section 6.1, there has not occurred any Material Adverse Effect or, to Borrower’s knowledge,
any other event or condition that could reasonably be expected to be, have or result in a Material Adverse Effect. For the avoidance
of doubt, Material Adverse Effect as used in this Section 5.9 shall not include any development, event, condition, obligation,
liability or circumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s) with respect
to the Investment Adviser, Administrator, or Sub-Administrator.


 






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Each designation of
an Underlying Loan by Borrower as an Eligible Covenant-Lite Loan, Eligible Junior Secured Loan, Eligible Junior Secured Subordinated
Loan, Eligible Secured Subordinated Loan, Eligible Senior Secured Last-Out Loan or Eligible Senior Secured Loan, Eligible Allowed
Affiliated Interest Loan, Eligible Allowed Controlling Interest Loan, Eligible Agreed Asset Loan (secured by Agreed Asset Collateral
located in the United States or Canada), or Eligible Agreed Asset Loan (secured by Agreed Asset Collateral located in a Permitted
Foreign Jurisdiction), as applicable, whether in connection with a Request for Advance or otherwise, is true and correct, and any
determination by Borrower as to Fair Value or Enterprise Value was made in accordance with GAAP and Borrower’s general valuation
practices and procedures.


 


5.10 Compliance
with Law; Business


 


Borrower (a) is
in compliance with all laws, statutes, rules, regulations, ordinances and tariffs of any Governmental Authority applicable to Borrower,
the Business, Borrower’s assets and/or Borrower’s operations, and any laws or regulations pertaining to the Business,
and (b) is not in violation of any order of any Governmental Authority or other board or tribunal. Borrower has not received
any notice that Borrower is not in compliance in any material respect with any of the requirements of any of the foregoing. Borrower
has (i) not engaged in any non-exempt prohibited transactions as defined in Section 406 of ERISA and Section 4975 of the Code,
(ii) not failed to meet any applicable minimum funding requirement under Section 302 of ERISA with respect to any pension
plan subject thereto or made any application for a funding waiver or delayed extension of any amortization period under Section
412(d) and (e) of the Code, (iii) no knowledge of any event or occurrence which would cause the Pension Benefit Guaranty Corporation
(a Federal corporation created by the Employee Retirement Income Security Act of 1974, as amended) to institute proceedings under
Title IV of ERISA to terminate any of its employee benefit plans, (iv) no fiduciary responsibility under ERISA for investments
with respect to any plan existing for the benefit of Persons other than its employees or former employees and their beneficiaries,
or (v) not withdrawn, completely or partially, from any multi-employer pension plans so as to incur liability under the Title
IV of ERISA. With respect to Borrower, there exists no event described in Section 4043 of ERISA, excluding Subsections 4043(c)(2)
and 4043(c)(3) thereof, for which the thirty (30) day notice period contained in the applicable regulations thereto has not been
waived. Borrower has maintained in all material respects all records required to be maintained by any applicable Governmental Authority.
Since its formation, Borrower has not engaged, or engage, directly or indirectly, in any business other than the Business and such
activities as are incidental to the Business.


 


5.11 Intellectual
Property


 


Except as set forth
on Schedule 5.11, Borrower does not own, license, utilize, and is not a party to, any patents, patent applications, registered
trademarks, trademark applications, registered service marks, service mark applications, registered copyrights, domain name registrations,
copyright applications, trade secrets, trade names, software (other than mass marketed, commercially available software) or licenses
or other registrations or applications for registration of Intellectual Property. The items listed on Schedule 5.11 constitute
all of the Intellectual Property necessary or required for the operation of the Business as of the Closing Date and each of them
owns or has a valid and enforceable right to use all such Intellectual Property. All such items are in full force and effect and
none are in known conflict with the rights of others. Borrower is not in breach of or default under the provisions of any license
agreement, domain name registration or other agreement related to Intellectual Property, nor is there any event, fact, condition
or circumstance which breach or default would reasonably be expected to be, have or result in a Material Adverse Effect.


 






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5.12 Licenses and
Permits; Labor


 


Borrower is in compliance
with and has all Permits necessary or required by Applicable Law or any Governmental Authority for the operation of the Business
as presently conducted and as proposed to be conducted. All Permits necessary or required by Applicable Law or Governmental Authority
for the operation of Borrower’s Business are in full force and effect and not in known conflict with the rights of others,
except where such conflict or lack of being in full force and effect could not reasonably be expected to be, have or result in
a Material Adverse Effect. Borrower has not been involved in any labor dispute, strike, walkout or union organization which could
reasonably be expected to be, have or result in a Material Adverse Effect.


 


5.13 No Default;
Solvency


 


No Default or Event
of Default exists. Borrower is and, after giving effect to the transactions and the Indebtedness contemplated by the Loan Documents,
will be solvent and able to meet its obligations and liabilities as they become due, and the assets of Borrower, at a Fair Valuation,
exceed its total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), and no unreasonably
small capital base with which to engage in its business exists with respect to Borrower (on a consolidated basis).


 


5.14 Disclosure


 


No Loan Document nor
any other agreement, document, certificate, or statement furnished to Agent and/or Lenders and prepared by or on behalf of Borrower
in connection with the transactions contemplated by the Loan Documents, nor any representation or warranty made by Borrower in
any Loan Document, contains any untrue statement of material fact or omits to state any fact necessary to make the factual statements
therein taken as a whole not materially misleading in light of the circumstances under which it was furnished. There is no fact
known to Borrower which has not been disclosed to Agent in writing which could reasonably be expected to be, have or result in
a Material Adverse Effect. For the avoidance of doubt, Material Adverse Effect as used in this Section 5.14 shall not include
any development, event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities
or circumstances or any change(s) with respect to the Investment Adviser or Administrator.


 


5.15 Existing Indebtedness;
Investments, Guarantees and Contracts; Contractual Obligations


 


Borrower does not (a) have
any outstanding Indebtedness, except Permitted Indebtedness, or (b) except as set forth on Schedule 5.15 and as permitted
pursuant to Section 7.3 own or hold any equity or long-term debt investments in, or have any outstanding advances to or
any outstanding guarantees for, the obligations of, or any outstanding borrowings from, any other Person. Borrower has performed
all material obligations required pursuant to or in connection with any Permitted Indebtedness and there has occurred no breach,
default or event of default under any document evidencing any such items or any fact, circumstance, condition or event which, with
the giving of notice or passage of time or both, would constitute or result in a breach, default or event of default thereunder.
Except for Permitted Indebtedness, any investment which may be made by Borrower in a Financing Subsidiary or each Subsidiary Borrower
in the future in accordance with the terms and conditions of this Agreement and the investments, cash or accounts in which any
Subsidiary Borrower or such Financing Subsidiary (as applicable) may have an interest, Borrower has not, directly or indirectly,
made, and there does not exist, any loan, advances or guarantees to or for the benefit of any Person or agreements to assume, guarantee,
endorse, contingently agree to purchase or otherwise become liable for or upon or incur any obligation of any Person.


 






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5.16 Affiliated
Agreements


 


Except (x) as
set forth on Schedule 5.16, (y) with respect to the Administration Agreement, the Multi-Party Agreement, the Sub-Administrator
Multi-Party Agreement, and the Advisory Agreement, and (z) as otherwise permitted pursuant to the terms and provisions of
Section 7.5, there are no existing or proposed agreements, arrangements, understandings or transactions between Borrower,
on the one hand, and Borrower’s investors, officers, directors, stockholders, other equity holders, employees, or Affiliates
or any members of their respective families, on the other hand.


 


5.17 Insurance


 


As of the Closing Date,
Borrower has in full force and effect such insurance policies as are listed on Schedule 5.17.


 


5.18 Names; Location
of Offices, Records and Collateral; Deposit Accounts


 


Since the Closing Date,
Borrower has not conducted business under or used any name (whether corporate, partnership or assumed) other than its current name.
Borrower has maintained its place of business and chief executive offices only at the location set forth on Schedule 5.18A,
and all Pledged Loans of Borrower arise, originate and are located, and all of the Collateral and all books and records in connection
therewith or in any way relating thereto or evidencing the Collateral are located and shall be only, in and at such locations (other
than (i) Deposit Accounts, and (ii) Collateral in the possession of Agent or the Custodian). All of the Collateral is
located only in the continental United States. Schedule 5.18B lists all of Borrower’s Deposit Accounts as of the Eighth
Amendment Effective Date.


 


5.19 Non-Subordination


 


The Obligations are
not subordinated in any way to any other obligations or Indebtedness of Borrower or to the rights of any other Person.


 






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5.20 Pledged Loans


 


With respect to each
Pledged Loan that constitutes an Eligible Loan, Borrower represents to Agent and Lenders that during the Term and so long as any
of the Obligations remain unpaid and until the Commitments and this Agreement have been terminated: (i)  in determining which
Underlying Loans are Eligible Loans, Agent may rely upon all statements or representations made by Borrower, and (ii) such Pledged
Loans designated as Eligible Loans meet each of the following requirements:


 


(a) such
Pledged Loan is genuine; is in all respects what it purports to be; and the related Underlying Loan Documents have only one original
counterpart to the extent any such Underlying Loan Document is chattel paper or a negotiable instrument;


 


(b) such
Pledged Loan represents undisputed bona fide transactions created by the lending of money by the Harvest to the applicable Underlying
Borrower;


 


(c) the
amounts of the Principal Balance shown on any schedule or report delivered to Agent represents amounts actually and absolutely
owing to Borrower and are not contingent for any reason;


 


(d) the
Underlying Borrower with respect to such Pledged Loan is in compliance with the Patriot Act; and


 


(e) with
respect to each Broadly Syndicated Loan, the Fair Value of such Broadly Syndicated Loan (as compared to the Fair Value of such
Broadly Syndicated Loan as of the date it was originated) has not decreased (x) in the aggregate, more than thirty-three
percent (33%) since the date such Broadly Syndicated Loan was originated, or (y) more than ten percent (10%) in any three
(3) consecutive fiscal quarters.


 


5.21 Administrator;
Investment Adviser


 


(a) (i)(A)
Harvest has entered into the Administration Agreement with Administrator pursuant to which Borrower has engaged Administrator,
as administrator and as Borrower’s agent, to monitor, manage and collect the Pledged Loans and disburse any collections in
respect thereof as provided by the Administration Agreement and the Multi-Party Agreement, subject to the terms of this Agreement,
and (B) as of the Seventh Amendment Effective Date, Administrator is party to the Sub-Administration Agreement with Sub-Administrator
pursuant to which Administrator has engaged Sub-Administrator, as a delegee of the Delegated Functions and (in such capacity) as
Borrower’s agent, to undertake such Delegated Functions for and on behalf of Borrower and Administrator with respect to the
Delegated Functions, as provided by the Sub-Administration Agreement and the Sub-Administrator Multi-Party Agreement, subject to
the terms of this Agreement, (ii) Borrower hereby represents that Administrator and Sub-Administrator are the only Persons providing
such services to Borrower, (iii) Borrower acknowledges that Administrator and Sub-Administrator have the requisite knowledge, experience,
expertise and capacity to service the Pledged Loans in such manner, and (iv) each of the Administration Agreement and Sub-Administration
Agreement are in full force and effect and no material default exists thereunder.


 


(b) Harvest
has entered into the Advisory Agreement with Investment Adviser pursuant to which Borrower has engaged Investment Adviser to perform
investment advisory services to Borrower (including without limitation enforcing, modifying and disposing of Pledged Loans) in
accordance with Applicable Law. Borrower acknowledges that Investment Adviser has the requisite knowledge experience, expertise
and capacity to perform such services. The Advisory Agreement is in full force and effect and no material default exists thereunder.


 






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5.22 Legal Investments;
Use of Proceeds


 


Borrower is not engaged
in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security”
(within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of
the Loan will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of
purchasing or carrying any margin stock or margin security.


 


5.23 Broker’s
or Finder’s Commissions


 


Except as set forth
on the “Broker Schedule” attached hereto, no broker’s, finder’s or placement fee or commission
will be payable to any broker or agent engaged by Borrower or any of its officers, directors or agents with respect to the Loan
or the transactions contemplated by this Agreement except for fees payable to Agent and Lenders. Borrower agrees to indemnify Agent
and each of the Lenders and hold each harmless from and against any claim, demand or liability for broker’s, finder’s
or placement fees or similar commissions, whether or not payable by Borrower, alleged to have been incurred in connection with
such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent and/or Lenders without
the knowledge of Borrower.


 


5.24 Licensing,
Permits, Etc.


 


Borrower possesses
and will at all times continue to possess all requisite franchises, certificates of convenience and necessity, operating rights,
Permits, consents, authorizations, exemptions, and orders as are reasonably necessary or appropriate to carry on its Business as
it is now being conducted, without any known conflict with the rights of others and, with respect to Borrower and the Collateral,
in each case subject to no mortgage, pledge, Lien, lease, encumbrance, charge, security interest, title retention agreement, or
option other than the Permitted Liens. All such franchises, certificates of convenience and necessity, operating rights, Permits,
consents, authorizations, exemptions, and orders are presently in full force and effect, and there is no action currently pending
or threatened effort to revoke or modify any of them.


 


5.25 Anti-Terrorism;
OFAC


 


(a) (i)
Neither Borrower nor any Person controlling or controlled by Borrower, nor any Person having a beneficial interest in Borrower,
nor any Person for whom Borrower is acting as agent or nominee in connection with this transaction (“Transaction Persons”)
(1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such
executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order,
or (3) is a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations
or prohibitions under any other OFAC regulation or executive order.


 






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(b) No
part of the proceeds of the Loans or Underlying Loans will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.


 


(c) Borrower
acknowledges by executing this Agreement that each Lender has notified Borrower that, pursuant to the requirements of the Patriot
Act, Lender is required to obtain, verify and record such information as may be necessary to identify Borrower (including, without
limitation the name and address of Borrower) in accordance with the Patriot Act.


 


5.26 Environmental
Matters


 


To Borrower’s
knowledge (after reasonable due inquiry), no Underlying Collateral consisting of real property contains any Hazardous Substances.
Neither Borrower, nor any representative thereof has received notice from any Governmental Authority or other Person with regard
to Hazardous Substances on, under, or affecting all or any portion of the Collateral, and neither Borrower, nor any Collateral
are in violation of any Environmental Laws.


 


5.27 Survival


 


Borrower hereby makes
the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying and will
rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the Closing and
the making of any and all Advances.


 


5.28 Regulated
Entities; Investment Company Act


 


(a) Status
as Business Development Company. Harvest is an “investment company” that has elected to be regulated as a “business
development company” within the meaning of the Investment Company Act, and Harvest qualifies as a RIC or will take such actions
as may be necessary to qualify as a RIC beginning with the taxable year ended December 31, 2013.


 


(b) Compliance
with Investment Company Act. The business and other activities of Borrower, including the making of the Loans hereunder, the
application of the proceeds and repayment thereof by Borrower and the consummation of the transactions contemplated by the Loan
Documents do not result in a violation or breach of the provisions of the Investment Company Act or any rules, regulations or orders
issued by the SEC, in each case, that are applicable to the Borrower.


 


(c) Credit
Policy. Borrower is in compliance with its Credit Policy delivered to the Agent and the Lenders prior to the Closing Date.


 


(d) Other
Regulations. Borrower is not subject to regulation under any Federal or state statute or regulation that would prevent Borrower
from incurring Indebtedness as contemplated by this Agreement, except for limitations on the amount of indebtedness that may be
incurred by the Borrower that are imposed by rules and regulations applicable to the Borrower under the Investment Company Act
of 1940.


 






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5.29 Material Contracts


 


Schedule 5.29
attached hereto sets forth all Material Contracts to which Borrower is a party or is bound as of the Closing Date. Borrower is
not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention
of any other party thereto to terminate any Material Contract.


 


VI. AFFIRMATIVE
COVENANTS


 


Borrower hereby covenants
and agrees that, until full performance and satisfaction, and payment in full in cash of all the Obligations and termination of
the Commitments and this Agreement:


 


6.1 Financial Statements,
Reports and Other Information


 


(a) Financial
Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 days after the end of each
fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower
as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all
reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect
that such consolidated financial statements present fairly in all material respects the financial condition and results of operations
of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set
forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the
applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for
such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures
for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end
of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting
fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that
the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on
Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated
balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified
by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower
on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s
investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s
investments as of the most recent quarter end.


 






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(b) With
each annual financial statement of Borrower and for monthly financial statements of Borrower of each year, Harvest shall also deliver
a compliance certificate of an officer of Harvest, in the form satisfactory to Agent, stating that (i) such officer of Borrower
has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (ii) no Default or Event of Default has occurred
or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence
thereof and the steps taken or proposed to be taken with respect thereto, and (iii) Borrower is in compliance with the financial
covenants set forth in Article VII. Such certificate shall be accompanied by the calculations necessary to show compliance
with such financial covenants in a form satisfactory to Agent in its Permitted Discretion.


 


(c) Other
Materials. Borrower shall furnish to Agent as soon as available, and in any event within thirty (30) calendar days after the
preparation or issuance thereof or such other time as set forth below, as applicable: (i) any reports, returns, information,
notices and other materials that Borrower shall send to its stockholders and/or other equity owners, (ii) copies of any reports
submitted to Borrower by its independent accountants in connection with any interim audit of the books of such Person or any of
its Affiliates and copies of each management control letter provided by such independent accountants, and (iii) such additional
information, documents, statements, reports and other materials as Agent may request in its Permitted Discretion from time to time.


 


(d) Borrowing
Base Details. On the tenth (10th) day of each month and at least two (2) Business Days prior to the proposed Borrowing
Date, and in each case, if such day or date is not a Business Day then on the immediately preceding Business Day, Harvest shall
furnish Agent a Borrowing Certificate, together with such supporting documentation with respect to the Borrowing Base and the figures
and information in the Borrowing Certificates as Agent may request.


 


(e) Pledged
Loan Data. On each Reporting Date, Harvest shall furnish to Agent an electronic activity report, showing, with respect to all
Pledged Loans: (i) a list of each Pledged Loan, (ii) a list of each Underlying Borrower, together with its phone number
and address, (iii) the original principal amount of each Pledged Loan and the principal, interest and other payments received
with respect to such Pledged Loans since the previous Reporting Date, (iv) the Principal Balance and maturity date of each
Pledged Loan and any deferred interest payable thereunder, (v) a list of delinquencies and all other defaults under each Pledged
Loan; and (vi) such other matters as Agent may from time to time request, all prepared by Harvest and certified as to being
true, correct and complete in all material respects by the chief financial officer or other Responsible Officer of Harvest;


 






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(f) Notices.
Borrower shall promptly, and in any event within two (2) Business Days notify Agent in writing of (i) any pending or threatened
legal action, litigation, suit, investigation, arbitration, dispute resolution proceeding or administrative or regulatory proceeding
brought or initiated by or against Borrower or otherwise affecting or involving or relating to Borrower or any of its property
or assets, (ii) any Default or Event of Default, which notice shall specify the nature and status thereof, the period of existence
thereof and what action is proposed to be taken with respect thereto, (iii) any other development, event, fact, circumstance
or condition that could reasonably be expected to be, have or result in a Material Adverse Effect, in each case describing the
nature and status thereof and the action proposed to be taken with respect thereto, (iv) any matter(s) in existence at any
one time affecting in any material respect the value, enforceability or collectability of any Collateral, (v) receipt of any
material notice or request from any Governmental Authority regarding any liability, (vi) receipt of any material notice or
document by Borrower regarding any lease of real property of Borrower (and such notice shall include a copy of the notice or document),
(vii) any lease of real property entered into by Borrower after the Closing Date, (viii) the filing, recording or assessment
of any federal, state, local or foreign tax lien against the Collateral or Borrower, (ix) any action taken or threatened to
be taken by any Governmental Authority (or any notice of any of the foregoing) with respect to Borrower which could reasonably
be expected to be, have or result in a Material Adverse Effect or with respect to any Collateral, (x) any change in the corporate
name of Borrower, and/or (xi)(A) copies of any Material Contract to which Borrower is a party or by which its properties or assets
are subject or bound that (x) Borrower files on EDGAR at the www.sec.gov website or any successor service provided by the
Securities and Exchange Commission and (y) is not otherwise reflected on Schedule 5.29 attached hereto, and (B) the
loss or termination of any Material Contract to which Borrower is a party or by which its properties or assets are subject or bound.


 


(g) Consents.
Borrower shall obtain and deliver to Agent from time to time all required consents, approvals and agreements from such third parties
as are necessary and that are satisfactory to Agent in its sole discretion with respect to (i) the Loan Documents and the
transactions contemplated thereby, (ii) claims against Borrower or the Collateral, and/or (iii) any agreements, consents,
documents or instruments to which Borrower is a party or by which any properties or assets of Borrower or any of the Collateral
is or are bound or subject.


 


(h) Deposit
Accounts, Other Accounts and Investment Property. To the extent the same relates to any Pledged Loan, Borrower shall (i) promptly,
and in any event within five (5) Business Days after Borrower (A) establishes any Deposit Account, securities account, money
market account or any similar account, or (B) becomes the owner of any Investment Property, in each case, on and with respect
to which Agent does not have a perfected, first-priority Lien, notify Lender of such, and thereafter (ii) deliver to Agent,
within ten (10) Business Days, documentation to perfect Agent’s Lien thereon and provide Agent control thereof, in each case
in form and substance acceptable to Agent in its sole discretion; provided, that for the avoidance of doubt, Borrower shall
not be required to deliver any documentation to perfect Agent’s Lien with respect to the Specified Operating Account.


 


(i) Notice
of Ineligible Loan. Harvest shall promptly notify Agent upon the discovery that any Pledged Loan is or has become an Ineligible
Loan.


 






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(j) Third
Party Valuations of Pledged Loans. Harvest shall provide to Agent within five (5) Business Days of receipt a third party valuation
report, prepared by CTS Capital Advisors, LLC, or such other third-party acceptable to Agent in its Permitted Discretion, and otherwise
in form and substance acceptable to Agent in its Permitted Discretion, in relation to each Underlying Loan and each Underlying
Borrower, which report shall include, without limitation, a calculation of Fair Value for each Pledged Loan that is a Level 3 Asset,
as defined in FAS 157; provided, however, that with respect to each Pledged Loan that is a Level 3 Asset with an
investment rating of “1” or “2” (a “Specified Level 3 Asset”), in lieu of a third
party valuation report, Harvest may (in its reasonable discretion and in accordance with commercially reasonable business practices)
prepare an internal portfolio monitoring report (a “PMR”) that shall include a commercially reasonable
calculation of Fair Value for such Specified Level 3 Asset (provided, that (I) in each case, the form and substance of each
such PMR shall be acceptable to Agent in its sole discretion, and (II) notwithstanding the foregoing, in the event Agent determines
in its sole discretion that a PMR is insufficient for the calculation of the Fair Value for any Specified Level 3 Asset, Harvest
shall deliver to Agent within thirty (30) days of Agent’s notice to Harvest of such determination a third party valuation
report for such Specified Level 3 Asset, prepared by CTS Capital Advisors, LLC, or such other third-party acceptable to Agent in
its Permitted Discretion); provided further, however, that notwithstanding the foregoing, no more than ten percent
(10%) (as determined on the basis of the Aggregate Principal Balance of such Pledged Loans) of the Pledged Loans in the Financed
Portfolio shall be Specified Level 3 Assets with respect to which Harvest has delivered a PMR in lieu of a third party valuation
report pursuant to this clause (j). Harvest shall not be required to obtain and provide all such PMRs or other reports for
the same period or at the same time during the calendar year so long as one such PMR or other report is provided for each Underlying
Loan and Underlying Borrower (x) within twelve (12) months of the date of the Advance in conjunction with which such Underlying
Loan was pledged to Agent, and (y) within each subsequent twelve (12) month period thereafter.


 


(k) Other
Documentation. Upon Agent’s request, Borrower shall deliver to Agent such other documentation and/or evidence (including,
without limitation, copies of any and all Underlying Loan Documents requested by Borrower in relation to one or more Underlying
Loans) as Agent may request in its Permitted Discretion to support Borrower’s designation of an Underlying Loan as an Eligible
Covenant-Lite Loan, Eligible Junior Secured Loan, Eligible Junior Secured Subordinated Loan, Eligible Secured Subordinated Loan,
Eligible Senior Secured Last-Out Loan or Eligible Senior Secured Loan, Eligible Allowed Affiliated Interest Loan, Eligible Allowed
Controlling Interest Loan, Eligible Agreed Asset Loan (secured by Agreed Asset Collateral located in the United States or Canada),
or Eligible Agreed Asset Loan (secured by Agreed Asset Collateral located in a Permitted Foreign Jurisdiction), as applicable.


 


6.2 Payment of
Obligations


 


Borrower shall make
full and timely payment in cash of the principal of and interest on the Loan and all other Obligations when due and payable.


 


6.3 Conduct of
Business and Maintenance of Existence and Assets


 


Borrower shall (a) conduct
its Business in accordance with its current business practices, (b) engage principally in the same or similar lines of business
substantially as heretofore conducted, (c) collect (or cause to be collected) its Accounts and all Pledged Loans in the ordinary
course of business, (d) maintain all of its Collateral used or useful in its Business in good repair, working order and condition
(normal wear and tear excepted and except as may be disposed of in the ordinary course of business and in accordance with the terms
of the Loan Documents), (e) from time to time to make all necessary repairs, renewals and replacements thereof, (f) maintain
and keep in full force and effect its existence and all material Permits and qualifications to do business and good standing in
its jurisdiction of formation and each other jurisdiction in which the ownership or lease of property or the nature of its Business
makes such Permits or qualification necessary and in which failure to maintain such Permits or qualification could reasonably be
expected to be, have or result in a Material Adverse Effect, (g) remain in good standing and maintain operations in all jurisdictions
in which currently located, except where the failure to remain in good standing or maintain operations would not reasonably be
expected to be, have or result in a Material Adverse Effect, and (h) maintain, comply with and keep in full force and effect
its existence and all Intellectual Property and Permits necessary to conduct its Business, except in each case where the failure
to maintain, comply with or keep in full force and effect could not reasonably be expected to be, have or result in a Material
Adverse Effect.


 






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6.4 Compliance
with Legal and Other Obligations


 


Borrower shall (a) comply
with all laws, statutes, rules, regulations, ordinances and tariffs of all Governmental Authorities applicable to it or its business,
assets or operations, (b) pay all taxes (including any real estate taxes), assessments, fees, governmental charges, claims
for labor, supplies, rent and all other obligations or liabilities of any kind when due and payable, (c) perform in accordance
with its terms each contract, agreement or other arrangement to which it is a party or by which it or any of the Collateral is
bound, and (d) properly file all reports required to be filed with any Governmental Authority.


 


6.5 Insurance


 


Borrower shall keep
all of its insurable properties and assets adequately insured in all material respects against losses, damages and hazards as are
customarily insured against by businesses of similar size engaging in similar activities or lines of business or owning similar
assets or properties and at least the minimum amount required by this Agreement, Applicable Law and any agreement to which Borrower
is a party or pursuant to which Borrower provides any services, including, without limitation, fidelity bonds, directors and officers
liability, errors and omissions and property and business interruption insurance, as applicable; and maintain general liability
insurance at all times against liability on account of damage to Persons and property having such limits, deductibles, exclusions
and co-insurance and other provisions as are customary for a business of a similar size engaged in activities similar to those
of Borrower; all of the foregoing insurance policies and coverage levels to (i) be satisfactory in form and substance to Agent
in its sole discretion, (ii) name Agent, for the benefit of Agent and Lenders, as a loss payee or additional insured thereunder,
as applicable, and (iii) expressly provide that such insurance policies and coverage levels cannot be altered, amended or
modified in any manner which is adverse to Agent and/or Lenders, or canceled or terminated without thirty (30) calendar days prior
written notice to Agent, and that they inure to the benefit of Agent and Lenders, notwithstanding any action or omission or negligence
of or by Borrower, or any insured thereunder.


 


6.6 True Books


 


Borrower shall (a) keep
true, complete and accurate (in accordance with GAAP, except for the omission of footnotes and year-end adjustments in interim
financial statements) books of record and account in accordance with commercially reasonable business practices in which true and
correct entries are made of all of its dealings and transactions in all material respects, and (b) set up and maintain on
its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes, assessments, charges, levies
and claims and with respect to its Business.


 






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6.7 Inspection;
Periodic Audits; Quarterly Review


 


Borrower shall permit
the representatives of Agent for the benefit of Agent and each Lender, at the expense of Borrower, from time to time during normal
business hours upon reasonable notice (provided, that so long as no Default or Event of Default has occurred and is continuing,
Borrower shall only be liable for the out-of-pocket expense of the foregoing twice per calendar year), to (a) visit and inspect
Borrower’s offices or properties or any other place where Collateral is located to inspect the Collateral and/or to examine
and/or audit all of Borrower’s books of account, records, reports and other papers, (b) make copies and extracts therefrom,
and (c) discuss Borrower’s business, operations, prospects, properties, assets, liabilities, condition and/or Pledged
Loans with its officers and independent public accountants (and by this provision such officers and accountants are authorized
to discuss the foregoing). Borrower’s officers and Agent shall meet at least once per quarter, if requested by Agent (which
meeting may take place telephonically if requested by Agent), to review Borrower’s Business, operations, prospects, properties,
assets, liabilities, condition and/ or Pledged Loans.


 


6.8 Further Assurances;
Post Closing


 


At Borrower’s
cost and expense, Borrower shall (a) within five (5) Business Days (or such longer period in the case of actions involving
third parties as determined by Agent in its sole discretion) after Agent’s demand, take such further actions, obtain such
consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Agent
may request in its Permitted Discretion in order to effectuate the purposes, terms and conditions of the Loan Documents and the
consummation of the transactions contemplated thereby, whether before, at or after the performance and/or consummation of the transactions
contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (b) without limiting and
notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements
and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as
are set forth on Schedule 6.8, and (c) upon the exercise by Agent, any Lender or any of its Affiliates of any power,
right, privilege or remedy pursuant to any Loan Document or under Applicable Law or at equity which requires any consent, approval,
registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute
and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that may be
so required for such consent, approval, registration, qualification or authorization. Agent may, at any time and from time to time,
request a certificate from an officer of Borrower representing that all conditions precedent to the making of the Loan contained
herein are satisfied. Agent may, at its option, cease to make any further Advances until Agent has received such certificate, and,
in addition, Agent has determined that such conditions are satisfied, in its Permitted Discretion.


 


6.9 Payment of
Indebtedness


 


Except as otherwise
prescribed in the Loan Documents, Borrower shall pay, discharge or otherwise satisfy when due and payable (subject to applicable
grace periods and, in the case of trade payables, to ordinary course of payment practices) all of its obligations and liabilities,
except when the amount or validity thereof is being contested in good faith by appropriate proceedings and such reserves shall
have been made in accordance with GAAP consistently applied.


 






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6.10 Other Liens


 


If Liens other than
Permitted Liens exist, Borrower immediately shall take all actions, and execute and deliver all documents and instruments necessary
to promptly release and terminate such Liens. Immediately upon discovery of any Lien other than a Permitted Lien, Borrower shall
notify Agent.


 


6.11 Use of Proceeds


 


Borrower shall use
the proceeds of the Loans solely as follows: (a) to acquire and fund Underlying Loans and Equity Interests that are subject to
a first priority, perfected Lien in favor of Agent, in compliance in all material respects with the Investment Company Act and
Borrower’s Credit Policy, and in compliance with this Agreement, (b) for working capital and general corporate purposes,
including for the avoidance of doubt payment of dividends in accordance with the terms of this Agreement and (c) to pay costs and
expenses required to be paid pursuant to this Agreement in each case, not in contravention of any Applicable Law and not in violation
of this Agreement.


 


6.12 Collateral
Documents; Security Interest in Collateral


 


On demand of Agent,
Borrower shall make available to Agent copies of any and all documents, instruments, materials and other items that relate to,
secure, evidence, give rise to or generate or otherwise involve Collateral, including, without limitation, any and all Underlying
Loan Documents. Borrower shall (i) execute, obtain, deliver, file, register and/or record any and all financing statements,
continuation statements, stock powers, instruments and other documents, or cause the execution, filing, registration, recording
or delivery of any and all of the foregoing, that are necessary or required under law or otherwise requested by Agent, in its sole
discretion, to be executed, filed, registered, obtained, delivered or recorded to create, maintain, perfect, preserve, validate
or otherwise protect Borrower’s interest in the Collateral and the pledge of the Collateral to Agent’s perfected first-priority
Lien on the Collateral (and Borrower irrevocably grants Agent the right, at Agent’s option, to file any or all of the foregoing),
(ii) maintain, or cause to be maintained, at all times, the pledge of the Collateral to Agent and Agent’s perfected
first-priority and perfected Lien on the Collateral, and (iii) defend the Collateral and Agent’s first-priority and
perfected Lien thereon against all claims and demands of all Persons at any time claiming the same or any interest therein adverse
to Agent, and pay all costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses
and reasonable attorneys’ fees and expenses) in connection with such defense, which may, at Agent’s discretion, be
added to the Obligations. Without limiting the foregoing (and in furtherance thereof), in the event any Syndicated Loan Clearing
Account becomes a Borrower Loan Clearing Account, Borrower shall deliver to Agent (or cause Administrator to deliver to Agent),
within ten (10) Business Days, an updated schedule to the Borrower Loan Clearing Account Agreement (acknowledged by Agent) reflecting
such Borrower Loan Clearing Account (or such other document, instrument, or agreement as is necessary to perfect Agent’s
Lien thereon and provide Agent control of, in each case in form and substance acceptable to Agent in its sole discretion).


 






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6.13 Attached Equity
Interests and Retained Equity Interests


 


Borrower shall take
any and all actions necessary or as Agent may reasonably request, to create and maintain a valid perfected first-priority Lien
in the Attached Equity Interests and any Retained Equity Interests, including, without limitation, by delivery of duly executed
blank transfer powers.


 


6.14 Portfolio
Collateral Documents


 


Borrower agrees and
covenants that it shall:


 


(a) Deliver,
or cause to be delivered, to Custodian (or Agent) all Underlying Loan Documents, instruments and other documentation required by
Section 2.10(a) and (c);


 


(b) Deliver,
or cause to be delivered, to Agent such assignment documents required by this Agreement or any other Loan Document in connection
with Agent’s ability to transfer ownership of any Pledged Loan and the related Underlying Loan Documents to Agent or its
assigns, and all collateral securing the Pledged Loans after and during the occurrence of Default or an Event of Default; and


 


(c) Cause
the Administrator (either directly or indirectly (through the Sub-Administrator with respect to the Delegated Functions) to maintain
and implement administrative and operating procedures (including without limitation an ability to recreate records evidencing the
Pledged Loans in the event of the destruction or loss of the originals thereof) and keep and maintain, all documents, books, records
and other information reasonably necessary or advisable for the collection of all Pledged Loans (including without limitation records
adequate to permit the daily identification of all collections with respect to, and adjustments of amounts payable under, each
Pledged Loan).


 


6.15 Administration
Agreement; Sub-Administration Agreement; Backup Administrator; Advisory Agreement


 


(a) (i)
Harvest shall cause Administrator (either directly or indirectly (through the Sub-Administrator with respect to the Delegated Functions)
to perform any roles and functions as to all Pledged Loans in accordance with the terms of the Administration Agreement, the Multi-Party
Agreement, and (to the extent that Delegated Functions have been (and during such time as such Delegated Functions are) delegated
to the Sub-Administrator) the Sub-Administration Agreement and the Sub-Administrator Multi-Party Agreement. (ii) Harvest shall
(A) comply with all provisions, terms and conditions set forth in the Administration Agreement and the Advisory Agreement, (B)
not terminate the Administration Agreement, or the Advisory Agreement without Agent’s prior written consent, acting on its
behalf and at the direction of the Requisite Lenders, and (C) not permit Administrator to terminate the Sub-Administration Agreement
without prior written notice to Agent. All duties of the Administrator under the Administration Agreement with respect to the Pledged
Loans shall be performed by the Administrator (and/or Sub-Administrator as a delegee of Administrator) on behalf of Harvest.


 






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(b) (i)
Agent shall have the right, to (A) in its sole discretion, at any time and from time to time and at Harvest’s sole expense,
engage a Backup Administrator pursuant to a Backup Administration Agreement which, prior to a Default or Event of Default, shall
be reasonably acceptable to Harvest, to monitor the Collateral, Harvest and Administrator and to perform certain other functions
on behalf of Agent in connection with this Agreement and the Collateral, all in accordance with the terms of the Backup Administration
Agreement, and (B) upon the occurrence of a Default or an Event of Default to immediately (1) terminate (x) the Administration
Agreement in accordance with the terms of the Administration Agreement and (y) the Sub-Administration Agreement in accordance
with the terms of the Sub-Administration Agreement and/or the Sub-Administrator Multi-Party Agreement and/or (2) substitute the
Backup Administrator, Agent or any other third party administrator acceptable to Agent in its sole discretion, in all of Administrator’s
roles and functions as contemplated by the Loan Documents and the Administration Agreement (including without limitation any Delegated
Functions delegated to the Sub-Administrator as of such date (as applicable)), exercisable at Agent’s sole option. (ii) Harvest
covenants and agrees (A) not to, and will cause Administrator and Sub-Administrator (or cause Administrator to cause Sub-Administrator)
not to, interfere with Backup Administrator’s performance of its duties under any Backup Administration Agreement or to take
any action that would be inconsistent in any way with the terms of such Backup Administration Agreement, and (B) to, and will cause
Administrator and Sub-Administrator (or cause Administrator to cause Sub-Administrator) to, provide any and all information and
data requested by Agent to be provided promptly to Backup Administrator in the manner and form requested by Agent. Harvest shall
pay all costs and expenses of Agent entering into and maintaining the Backup Administration Agreement and any fees, expenses or
costs payable to Backup Administrator pursuant to such Backup Administration Agreement.


 


(c) Upon
the occurrence and during the continuance of an Event of Default, and at the election of Agent, acting on its behalf and at the
instruction of the Requisite Lenders, by written notice to Harvest, Harvest shall (i) not permit Investment Adviser to consent
to modifications to Underlying Loans in the Financed Portfolio or to make any acquisition or disposition of Underlying Loans in
the Financed Portfolio hereunder and (ii) cause Investment Adviser to direct Harvest to dispose of any Underlying Loan as directed
by Agent, acting on its behalf and at the instruction of the Requisite Lenders in their sole discretion.


 


6.16 BDC Status


 


Harvest shall maintain
its status as a business development company and shall comply with all Applicable Law of any Governmental Authority with respect
to Harvest’s status as an externally-managed BDC.


 


6.17 Refinancing
Right of First Refusal


 


In the event Borrower
(a) receives a bona fide written offer (other than an Increased Leverage Refinancing Offer (which shall be subject to the terms
and provisions of Section 3.2 above) from any third party to refinance the Loan during any period that Pacific Western Bank
is Agent, (a “Financing Offer”); (b) desires to accept such Financing Offer, Borrower shall immediately (i)
notify Agent in writing of the existence of the Financing Offer and its desire to accept same (the “Financing Offer Notice”);
(ii) provide Agent with a copy of all documents constituting the Financing Offer; and (iii) provide Agent with such other information
as it shall reasonably request, in the case of each of clause (ii) and clause (iii), to the extent Borrower is not restricted from
doing so. Borrower shall not accept any Financing Offer until the earlier of (x) the day after the fifteenth (15th) Business Day
following the Business Day Agent received the Financing Offer Notice (“Acceptance Period”); and (y) the date
on which Agent notifies Borrower in writing that it will not match the Financing Offer.  If Agent exercises its right, in
writing, to provide additional financing or refinancing that matches the terms of the Financing Offer during the Acceptance Period
(the “Acceptance Notice”), Borrower and Agent shall use reasonable efforts to consummate such transaction. 
If Borrower receives an Acceptance Notice during the Acceptance Period, (i) Agent and Borrower shall act in good faith and with
reasonable efforts to close the additional financing or refinancing within thirty (30) days from the date Borrower receives the
Acceptance Notice and (ii) Borrower may not voluntarily prepay the Loan.  Notwithstanding the foregoing, Borrower acknowledges
that Agent is under no obligation whatsoever to make any offer to refinance the Loan, provided additional financing or to match
any Financing Offer to Borrower on any specific terms and conditions. Notwithstanding the foregoing, any partial prepayment of
Permitted Indebtedness shall not give rise to any rights of Agent hereunder. For the avoidance of doubt, only Pacific Western Bank
may exercise any rights pursuant to this Section 6.17, and no such rights shall extend to any successors or assigns of Pacific
Western Bank. For the avoidance of doubt, this Section 6.17 shall not apply to any rights or obligations with respect to any Increased
Leverage Refinancing Offer governed by Section 3.2.


 






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6.18 Portfolio
Requirements


 


Borrower shall at all
times cause the Financed Portfolio to be in full compliance with the following requirements:


 


(a) the
average Allocated Loan Amount of all Pledged Loans in the Financed Portfolio and all other Pledged Loans in the Financed Portfolio
payable by any Underlying Borrower or its Affiliates shall not exceed seven and one-half of one percent (7.5%) of the Original
Maximum Loan Amount, unless waived by the Requisite Lenders in writing in their sole discretion; provided, however,
that solely for purposes of determining compliance with this clause (a), the WBL Entities shall not be considered “Affiliates”;


 


(b) the
lesser of (x) the average Adjusted Principal Balance, or (y) the Fair Value of each Pledged Loan in the Financed
Portfolio and all other Pledged Loans in the Financed Portfolio payable by any Underlying Borrower or its Affiliates, shall not
exceed, in the aggregate, seven and one-half of one percent (7.5%) of Harvest’s Investible Capital, unless waived by the
Requisite Lenders in writing in their discretion; provided, however, that solely for purposes of determining compliance
with this clause (b), the WBL Entities shall not be considered “Affiliates”;


 


(c) the
lesser of (x) the average Adjusted Principal Balance of each Pledged Loan in the Financed Portfolio payable by an Underlying
Borrower and its Affiliates, or (y) the Fair Value of each Pledged Loan, in the aggregate, shall not exceed (unless waived
by the Requisite Lenders in writing in their sole discretion) (I) at all times prior to any increase to the Maximum Loan Amount
pursuant to and in accordance with Section 2.12 hereof ten percent (10%) of the Original
Maximum Loan Amount, or (II) if the Maximum Loan Amount is increased pursuant to and in accordance with Section 2.12 hereof,
seven and one-half percent (7.5%); provided, however, that solely for purposes of determining compliance with this
clause (c), the WBL Entities shall not be considered “Affiliates”;


 






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(d) the
weighted average interest rate (which, for the avoidance of doubt, shall not include any interest paid or payable in-kind but shall
include the imposition of any interest rate floors) of the Financed Portfolio shall be two and one-half percent (2.50%) greater
than the interest rate payable by Borrower pursuant to Section 2.2(a) hereof;


 


(e) the
weighted average Obligor Indebtedness to Enterprise Value ratio (through Borrower’s last dollar) of the Financed Portfolio
shall be less than or equal to sixty-seven and one-half of one percent (67.5%), as determined by the most recently delivered third-party
valuation report;


 


(f) the
weighted average ratio of total Obligor Indebtedness to EBITDA (through Borrower’s last dollar) for (x) the Financed
Portfolio, as measured on a trailing twelve (12) month basis, shall be less than or equal to 4.25:1.00, and (y) all Underlying
Loans that are included in the Financed Portfolio that are not Broadly Syndicated Loans, as measured on a trailing twelve (12)
month basis, shall be less than or equal to 4.00:1.00;


 


(g) the
weighted average Fixed Charge Coverage Ratio of the Financed Portfolio, as measured on a trailing twelve (12) month basis, shall
be greater than or equal to 1.30:1.00;


 


(h) the
weighted average remaining term to maturity of (x) the Financed Portfolio (excluding the term to maturity of any Broadly
Syndicated Loan for purposes of determining compliance with this clause (x)) shall be less than or equal to fifty-four
(54) months, and (y) the entire Financed Portfolio shall be less than or equal to seventy-six (76) months;


 


(i) no
more than ten percent (10%) (as determined on the basis of the Aggregate Principal Balance of such Pledged Loans) of the Pledged
Loans in the Financed Portfolio shall be greater than thirty days (30) days contractually delinquent;


 


(j) no
more than ten percent (10%) (as determined on the basis of the Aggregate Principal Balance of such Pledged Loans) of the Pledged
Loans in the Financed Portfolio shall be owing by Underlying Borrowers that are organized under the laws of Canada or that otherwise
are based in Canada;


 


(k) no
more than (x) ten percent (10%) of the Pledged Loans in the Financed Portfolio that are not Broadly Syndicated Loans, and
(y) twenty-five percent (25%) of all Pledged Loans in the Financed Portfolio (in each case, as determined on the basis of
the Aggregate Principal Balance of such Pledged Loans), shall have a total Obligor Indebtedness to EBITDA ratio (through Borrower’s
last dollar), as measured on a trailing twelve (12) month basis, equal to or greater than 5:00:1.00; and


 


(l) no
more than twenty-five percent (25%) (as determined on the basis of the Aggregate Principal Balance of such Pledged Loans) of the
Pledged Loans in the Financed Portfolio shall be owing by Underlying Borrowers that share a common Lead Investor.


 






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VII. NEGATIVE
COVENANTS


 


Borrower covenants
and agrees that, until full performance and satisfaction, and payment in full in cash of all the Obligations and termination of
the Commitments and this Agreement:


 


7.1 Indebtedness


 


Borrower shall not
create, incur, assume or suffer to exist any Indebtedness other than the following (collectively, the “Permitted Indebtedness”):
(a) Indebtedness incurred hereunder and pursuant to the Loan Documents; (b) repurchase obligations arising in the ordinary course
of business with respect to U.S. Government Obligations; (c) obligations payable to clearing agencies, brokers or dealers in connection
with the purchase or sale of securities in the ordinary course of business; (d) Other Permitted Indebtedness; (e) Unsecured Longer-Term
Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, and (ii) the aggregate amount of such Unsecured
Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply
with the provisions of Section 7.19 and Section 7.21; (f) any Subordinated Debt; (g) Permitted SBIC Guarantees;
and (h) Standard Securitization Undertakings.


 


7.2 Liens


 


Borrower shall not
create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties
or assets or any of its shares, securities or other equity or ownership interests, whether now owned or hereafter acquired, except
the following (collectively, “Permitted Liens”): (a) Liens created pursuant to this Agreement or
under any other Loan Documents or otherwise arising in favor of Agent, for the benefit of Agent and Lenders; (b) Liens imposed
by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance
with GAAP; (c) Liens on Equity Interests in any SBIC Subsidiary created in favor of the SBA; (d) Liens securing repurchase obligations
arising in the ordinary course of business with respect to U.S. Government Obligations; (e) Liens of clearing agencies, broker-dealers
and similar Liens incurred in the ordinary course of business; provided, that such Liens (i) attach only to the securities
(or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale,
and not any obligation in connection with margin financing; (f) Liens imposed by law, such as materialmen’s, mechanics’,
carriers’, workmens’, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of
business and securing obligations (other than Indebtedness for borrowed money) not yet due or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance
with GAAP; (g) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured
amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal
bonds and other obligations of a similar nature incurred in the ordinary course of business; (h) Liens arising out of judgments
or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards
do not constitute an Event of Default under Article VIII; and (i) any right of set-off granted in favor of any
financial institution in respect of Deposit Accounts opened and maintained in the ordinary course of business or pursuant to the
requirements of this Agreement; provided, that with respect to any such Deposit Account, Agent has a perfected Lien thereon
and control thereof, in form, scope and substance satisfactory to Agent in its sole discretion.


 






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7.3 Investment
Property; Collateral; Subsidiaries


 


Borrower shall not,
directly or indirectly:


 


(a) merge
with, purchase, own, hold, invest in or otherwise acquire any obligations or Equity Interests or securities of, or any other interest
in, or all or substantially all of the assets of, any Person or any joint venture, other than the following, which in each case
are subject to a first priority, perfected Lien in favor of Agent and are expressly permitted, (i) the ownership of Attached Equity
Interests or any Retained Equity Interests constituting Collateral in accordance with the terms of the Loan Documents; (ii) investments
in each Subsidiary Borrower; (iii) investments in a Financing Subsidiary; (iv)(x) investments in the equity of collateralized
loan obligations made in accordance with the Credit Policy, and (y) other investments made in accordance with the Credit
Policy, in the case of clause (x) and clause (y), in the aggregate up to but not exceeding fifteen
percent (15%) of the total assets of Harvest; and (v) as otherwise provided in this Section 7.3;


 


(b) purchase,
own, hold, invest in or otherwise acquire any Investment Property (except (i) for (x) Deposit Accounts with financial institutions
as required by this Agreement; provided, that with respect to any such Deposit Accounts, Agent has a perfected Lien thereon
and control thereof, in form, scope and substance satisfactory to Agent in its sole discretion; or (y) Cash Equivalents
with respect to which Agent has a perfected, first-priority Lien and control agreement each in form and substance satisfactory
to Agent in its sole discretion; or (ii) as otherwise provided in this Section 7.3);


 


(c) make
or permit to exist any loan, advances or guarantees to or for the benefit of any Person or assume, guarantee, endorse, contingently
agree to purchase or otherwise become liable for or upon or incur any obligation of any Person, other than (i) those created by
the Loan Documents, (ii) Permitted Indebtedness; (iii) Underlying Loans (provided, that such loans are permitted under the
Investment Company Act and the Credit Policy); and (iv) the endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business;


 


(d) purchase,
lease, own, operate, hold, invest in or otherwise acquire any property or asset or any Collateral that is located outside of the
continental United States other than in Canada; or


 


(e) have
any Subsidiaries other than (x) Harvest’s ownership of the Equity Interests of each Subsidiary Borrower, and (y)
a Financing Subsidiary; provided, that (i) Borrower shall cause any SBIC Subsidiary to execute and deliver to the Agent
such certificates and agreements, in form and substance satisfactory to the Agent, as it shall determine are necessary to confirm
that such SBIC Subsidiary continues to maintain its license as an “SBIC Subsidiary”, pursuant to the definition thereof,
and (ii) in the event that any SBIC Subsidiary shall cease to be licensed as an “SBIC Subsidiary” pursuant to the definition
thereof, the Borrower will, in each case, on or before thirty (30) days following the date such Subsidiary ceases to be licensed,
cause such new Subsidiary to join this Agreement and the other Loan Documents as a Borrower pursuant to documentation that is in
form and substance satisfactory to Agent in its Permitted Discretion.


 






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7.4 Dividends;
Redemptions; Equity


 


(a) Subject
to clause (b) below, Borrower may apply any of its funds, property or assets to the acquisition, redemption or other
retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing
issued by Harvest (“Securities Repurchase”); provided, that Borrower (x) upon the prior
request of Agent (in its Permitted Discretion), delivers to Agent evidence (the form and substance of which is acceptable to Agent
in its sole discretion) that upon the consummation of such Securities Repurchase, Borrower will (on a pro forma basis having given
effect to such Securities Repurchase in the calculation thereof) have Liquidity of not less than $5,000,000, and (y) in
making any such Securities Repurchase(s), shall not, in any fiscal quarter, utilize an aggregate amount greater than (I) the Liquidity
of Borrower calculated as of the first day of such fiscal quarter, multiplied by (II) twenty percent (20%).


 


(b) Upon
the occurrence and during the continuance of a Default or an Event of DefaultAs
of any date on or after the Ninth Amendment Effective Date and prior to the full performance and satisfaction, and payment in full
in cash of all the Obligations and termination of the Commitments and this Agreement, Harvest shall not (i) declare,
pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests, (ii) apply any
of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities
or interests or of any options to purchase or acquire any of the foregoing, (iii) otherwise make any payments, dividends or
distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity
as such, or (iv) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity
Interests of Harvest (other than, in the case of this clause (iv), so
long as no Default or Event of Default is continuing, the payment (pursuant to the terms and provisions of Section 2.5(a)) of fees
contemplated by the performance of the agreements set forth in Section 7.5(c)). Notwithstanding the preceding sentence,
Borrower may declare, pay or make any distribution or dividend necessary to maintain its eligibility to qualify as a RIC or to
avoid the imposition of a federal excise tax on undistributed earnings under Section 4982 of the Code.


 






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7.5 Transactions
with Affiliates


 


Borrower shall not
enter into or consummate any transaction of any kind with any of its Affiliates other than (a) transactions with a Financing Subsidiary
at prices and on terms and conditions not less favorable to Borrower than could be obtained at the time on an arm’s-length
basis from unrelated third parties, (b) transactions between or among the Borrowers, (c) the execution, delivery of and performance
under the Advisory Agreement, the Administration Agreement, the Multi-Party Agreement, and the Sub-Administrator Multi-Party Agreement,
(d) transactions with JMP Securities LLC in connection with a public offering, or a repurchase, of Borrower’s debt or equity
securities, at prices and on terms and conditions not less favorable to Borrower than could be obtained at the time on an arm’s-length
basis from unrelated third parties (and otherwise in compliance with Applicable Laws), (e) co-investment transactions with any
Affiliate as and to the extent permitted by the exemptive order dated December 10, 2015, issued by the SEC to Harvest and certain
Affiliates, (f) with respect to any Affiliated Underlying Borrower, (w) any Underlying Loan made to such Affiliated Underlying
Borrower, (x) any ownership of Attached Equity Interests of such Affiliated Underlying Borrower (and related transactions
in conjunction therewith), (y) any transactions related to the management of (I) any Underlying Loan made to such Affiliated
Underlying Borrower, (II) any Attached Equity Interests with respect thereto, or (III) the operations of any such Affiliated Underlying
Borrower (in each case, to the extent otherwise permitted pursuant to the terms and provisions hereof), and (z) any other
transaction expressly permitted in writing by Agent in its sole discretion, (g) with respect to any Person issuing Retained Equity
Interests to Borrower, (x) any ownership of Retained Equity Interests of such Person (and related transactions in conjunction
therewith), (y) any transactions related to the management of (I) any Retained Equity Interests with respect thereto, or
(II) the operations of any such Person issuing Retained Equity Interests to Borrower (in each case, to the extent otherwise permitted
pursuant to the terms and provisions hereof), and (z) any other transaction expressly permitted in writing by Agent in its
sole discretion, and (h) the payment of compensation and reimbursement of expenses
of officers and directors in a manner consistent with current practice of the Borrower and general market practice, and indemnification
of officers and directors in the ordinary course of business, and (i)
the transactions contemplated pursuant to the terms and provisions of the Commitment Reallocation Letter Agreement.


 


7.6 Charter Documents;
Fiscal Year; Dissolution; Use of Proceeds; Insurance Policies; Disposition of Collateral; Taxes; Trade Names


 


Borrower shall not
(a) amend, modify, restate or change its certificate of incorporation, bylaws or similar charter or governance documents in
a manner adverse to Agent and Lenders, (b) change its state of organization or change its registered name, without prior written
consent of Agent, which consent shall not be unreasonably withheld (c) change its fiscal year, (d) amend, alter, suspend,
terminate or make provisional in any material way, any Permit, the suspension, amendment, alteration or termination of which could
reasonably be expected to be, have or result in a Material Adverse Effect without the prior written consent of the Requisite Lenders,
which consent shall not be unreasonably withheld, (e) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence
or suffer any proceedings seeking or that would result in any of the foregoing, (f) use any proceeds of any Loan for “purchasing”
or “carrying” “margin stock” as defined in Regulations T, U or X of the Board of Governors of the Federal
Reserve System for any use not contemplated or permitted by this Agreement, (g) amend, modify, restate or change any insurance
policy in a manner materially adverse to Agent or Lenders without the prior written consent of Agent, (h) engage, directly
or indirectly, in any business other than the Business, (i) change its federal tax employer identification number or similar
tax identification number under the relevant jurisdiction or establish new or additional trade names without providing not less
than thirty (30) days advance written notice to Agent, (j) revoke, alter or amend any Tax Information Authorization (on IRS
Form 8821 or otherwise) or other similar authorization mandated by the relevant Government Authority given to Agent or (k) cause
any Collateral to be converted from a General Intangible to Investment Property, in each case without Agent’s prior written
consent.


 






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7.7 Transfer of
Collateral


 


Except (x) as
provided in Section 7.10, (y) for any transfer or assignment of Attached Equity Interests or Retained Equity Interests
by Harvest to any Subsidiary Borrower or by any Subsidiary Borrower to Harvest, and (z) for any transfer or assignment to
the ICC Loan Holder by Harvest of Harvest’s right, title, and interest in, and rights and obligations under, the ICC Loan,
Borrower shall not sell, lease, transfer, pledge, encumber, assign or otherwise dispose of any Collateral.


 


7.8 Guarantees


 


Except as otherwise
expressly permitted by this Agreement, Borrower shall not enter into any Guarantee or otherwise assume, guarantee, endorse, contingently
agree to purchase or otherwise become liable for or upon or incur any obligation of any Person (other than indemnities to officers
and directors of such Person to the extent permitted by Applicable Law); provided, however, that nothing contained
in this Section 7.8 shall prohibit Borrower from endorsing checks in the ordinary course of its business.


 


7.9 Truth of Statements


 


Borrower shall not
furnish to Agent any certificate or other document that contains any untrue statement of a material fact or that omits to state
a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.


 


7.10 Sale of Collateral


 


(a) Borrower
shall not sell, transfer or otherwise dispose of any Pledged Loans (or any Attached Equity Interests with respect thereto) in the
Financed Portfolio unless such Pledged Loans (and any Attached Equity Interests with respect thereto) are being sold and: (i) notice
of such sale is given to Agent three (3) Business Days (or such shorter period agreed to by Agent in its Permitted Discretion)
prior to the occurrence of such sale (which notice shall describe the timing and terms of such sale), (ii) the consideration
for such sale is cash payable at the closing of such sale, (iii) all proceeds of such sale are deposited into the Blocked
Account or the applicable Loan Clearing Account (as applicable) within one (1) Business Day of the closing of such sale, (iv) before
and after giving effect to such sale, no Default or Event of Default shall have occurred and be continuing, (v) before and
after giving effect to such sale Availability is, and will be, greater than zero and (vi) the aggregate Adjusted Principal
Balance of all such Pledged Loans sold during any twelve (12) month period shall not exceed twenty-five percent (25%) of the aggregate
Adjusted Principal Balance of all Pledged Loans at the beginning of such twelve (12) month period.


 


(b) Borrower
shall not sell, transfer or otherwise dispose of any Retained Equity Interests unless such Retained Equity Interests are being
sold and: (i) notice of such sale is given to Agent three (3) Business Days (or such shorter period agreed to by Agent in
its Permitted Discretion) prior to the occurrence of such sale (which notice shall describe the timing and terms of such sale),
(ii) the consideration for such sale is cash payable at the closing of such sale, (iii) all proceeds of such sale are
deposited into the Blocked Account or the applicable Loan Clearing Account (as applicable) within one (1) Business Day of the closing
of such sale, (iv) before and after giving effect to such sale, no Default or Event of Default shall have occurred and be
continuing, and (v) before and after giving effect to such sale Availability is, and will be, greater than zero.


 






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(c) Notwithstanding
the foregoing conditions in clauses (a) and (b) above, (i) Borrower shall be permitted to (x) transfer
Underlying Loans to an SBIC Subsidiary pursuant to a transaction not prohibited hereunder immediately after originating or purchasing
such Underlying Loan, or (y) sell any Collateral on such other conditions as Agent, acting on its behalf and at the
instruction of the Requisite Lenders in their sole discretion, shall approve in advance in writing, and (ii) nothing in this Section
7.10 shall in any way limit any rights of Borrower pursuant to Section 7.7(y) and (z) above.


 


(d) Notwithstanding
anything to the contrary herein, Borrower shall not sell, transfer or otherwise dispose of any Collateral during the continuance
of a Default or Event of Default or if a Default or Event of Default would result therefrom.


 


7.11 Credit Policy


 


Harvest shall not,
nor shall it permit Investment Adviser to, amend, modify, change, supplement or rescind its Credit Policy in any material respect,
without the prior written consent of Agent acting on its behalf and at the instruction of the Requisite Lenders (other than any
change required by Applicable Law) (provided, that Harvest shall provide prompt evidence of the same to Agent).


 


7.12 Anti-Terrorism;
OFAC


 


Borrower shall not
(a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1
of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section
2 of such executive order, or otherwise be associated with any such Person in any manner violative of Section 2 of such executive
order, or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of
the limitations or prohibitions under any other OFAC regulation or executive order.


 


7.13 Deposit Accounts


 


(a) Borrower
shall not open any Deposit Account (other than (x) those listed on Schedule 5.18B as of the Eighth Amendment Effective
Date and (y) the Specified Deposit Account), without the prior written consent of Agent.


 


(b) Borrower
shall not add or terminate any bank as a Blocked Account Bank, or make any change in the instructions to any Underlying Borrower
regarding payments to be made to the applicable Loan Clearing Account or the Blocked Account (as applicable) or the Lockbox Account
(if any) without the prior written consent of Agent in its sole discretion.


 


(c) Borrower
shall not cause (or otherwise allow) the balance of any funds in the Specified Operating Account, as of any date of determination,
to exceed $100,000.


 






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7.14 Change in
Business


 


Harvest shall not engage
in any business in a manner that would violate in any material respect the applicable Credit Policy, the Investment Company Act,
or any Applicable Law applicable to Harvest as a BDC. Harvest will at all times comply with any portfolio diversification and similar
requirements set forth in the Investment Company Act applicable to business development companies. Harvest will at all times, subject
to applicable grace periods and similar cure periods set forth in the Code, comply with the portfolio diversification and similar
requirements set forth in the Code applicable to RICs.


 


7.15 Administration
Agreement; Sub-Administration Agreement; Advisory Agreement


 


Borrower shall not:


 


(a) (i)
with respect to the Administration Agreement or Advisory Agreement, make any material change to or terminate the Administration
Agreement or Advisory Agreement, without the prior written consent of Agent acting on its behalf and at the instruction of the
Requisite Lenders, or (ii) with respect to the Sub-Administration Agreement, permit Administrator to make any material change to
the Sub-Administration Agreement to increase the scope of Delegated Functions to be performed by Sub-Administrator pursuant to
the terms and provisions thereof, without the prior written consent of Agent acting on its behalf and at the instruction of the
Requisite Lenders (which consent, prior to the occurrence and continuance of an Event of Default, shall not be unreasonably withheld,
conditioned, or delayed). Notwithstanding the foregoing, and for the avoidance of doubt so long as no Event of Default has occurred
and is continuing, Administrator may (or Harvest may cause Administrator to) terminate the Sub-Administration Agreement or otherwise
amend the Sub-Administration Agreement to update the scope of the Delegated Functions (including without limitation to reduce the
scope of Delegated Functions to be performed by Administrator) with prior written notice to Agent and otherwise in accordance with
the terms and provisions of the Sub-Administration Agreement and the Sub-Administrator Multi-Party Agreement;


 


(b) except
(i) in connection with the replacement of the Administrator by the Backup Administrator, Agent, or any other third party administrator
acceptable to Agent in its sole discretion after a Default or an Event of Default pursuant to the provisions of this Agreement,
and/or (ii) Administrator’s delegation of the Delegated Functions (if any) from time to time under the Administration Agreement
to the Sub-Administrator pursuant to the terms and provisions of the Sub-Administration Agreement, allow Administrator to delegate
any of its duties or functions under the Administration Agreement to any Person, or otherwise engage any such Person to perform
any such duties or functions for or on behalf of the Administrator or Borrower; and


 


(c) except
in connection with the replacement of the Administrator by the Backup Administrator after a Default or an Event of Default pursuant
to the provisions of this Agreement, transfer the duties and functions of the Administrator under any Administration Agreement
to any other Person (provided, that for the avoidance of doubt, Agent and Lenders acknowledge and agree that Administrator
entering into the Sub-Administration Agreement with the Sub-Administrator shall not be deemed to be a transfer of the duties and
functions of the Administrator for purposes of this clause (c)).


 






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7.16 Valuation
Policy.


 


Borrower shall not
make any material change in its Valuation Policy without the prior written consent of Agent acting on its behalf and at the instruction
of the Requisite Lenders (other than any change required pursuant to GAAP or Applicable Law).


 


7.17 RIC Status.


 


Subsequent to filing
its United States federal income tax return for its taxable year ended December 31, 2013, Harvest shall not fail to qualify as
a RIC (subject to applicable grace periods and cure provisions set forth in the Code).


 


7.18 Tangible Net
Worth


 


Harvest shall not permit
its Tangible Net Worth at any time to be less than (a) as of any date
prior to the Commitment Reallocation Trigger Date, Sixty Million and No/100 Dollars ($60,000,000).
and (b) as
of any date on or after the Commitment Reallocation Trigger
Date, an amount equal to the greater of (i)(x) Sixty Million and No/100 Dollars ($60,000,000), minus (y) an amount
equal to the amount of any loss realized by Harvest (as determined in accordance with GAAP) in conjunction with the Reallocation
Loan Sale (as such term is defined in the Commitment Reallocation Letter Agreement), and (ii) Fifty-Five Million and No/100 Dollars
($55,000,000).


 


7.19 Debt Service
Coverage Ratio


 


(a) Borrower
shall not permit its Debt Service Coverage Ratio to be less than 1.40 to 1.00 as of the end of any quarter during the Revolving
Period, commencing with the quarter ended September 30, 2013.


 


(b) Borrower
shall not permit its Debt Service Coverage Ratio to be less than 1.25 to 1.00 as of the end of any quarter during the Amortization
Period.


 


7.20 Minimum Liquidity


 


Borrower shall at all
times maintain Liquidity (calculated on a consolidated basis) of not less than 4.0%, multiplied
by the Maximum Loan Amount$2,200,000.


 


7.21 Maximum Leverage
Ratio


 


(a) Borrower
shall not permit its Senior Leverage Ratio to be more than 1.00 to 1.00 at any time.


 


(b) Borrower
shall not permit its Total Leverage Ratio to be more than 1.40 to 1.00 at any time.


 






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7.22 SBIC Guarantee.


 


The Borrower will not
cause or permit the occurrence of any event or condition that would result in any recourse to Borrower under any Permitted SBIC
Guarantee.


 


7.23 Payments of
Unsecured Longer-Term Indebtedness.


 


Except for any Permitted
ULTI Refinancing, the Borrower will not purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment
or prepayment of the principal of or interest on, or any other amount owing in respect of, any Unsecured Longer-Term Indebtedness,
except for regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant
to the instruments evidencing such Indebtedness.


 


VIII. EVENTS
OF DEFAULT


 


The occurrence of any
one or more of the following shall constitute an “Event of Default”:


 


(a) Borrower
shall fail to pay any amount on the Obligations or provided for in any Loan Document when due (in all cases, whether on any payment
date, at maturity, by reason of acceleration, required prepayment or otherwise) and in each case irrespective of whether Available
Amounts are sufficient for payment thereof;


 


(b) Borrower
shall fail to comply with Section 2.6;


 


(c) any
representation, statement or warranty made or deemed made by Borrower or Administrator in any Loan Document or in any other certificate,
document, report or opinion delivered in conjunction with any Loan Document to which it is a party, shall not be true and correct
in all material respects or shall have been false or misleading in any material respect on the date when made or deemed to have
been made (except to the extent already qualified by materiality, in which case it shall be true and correct in all respects and
shall not be false or misleading in any respect) except those made only as of a specific date;


 


(d) except
as provided in the foregoing clauses (a) and (b) above, Borrower, or any other party hereto, other than Agent or
any Lender, shall be in violation, breach or default of, or shall fail to perform, observe or comply with any other covenant, obligation
or agreement set forth in this Agreement (other than any violation, breach, failure or default in the covenants set forth in (i) Section
2.4 and Article VII, for which there shall be no cure period or (ii) Section 2.7, for which there shall
be a two (2) day cure period), and, in each case, such violation, breach, failure or default shall continue or not be cured within
a period of fifteen (15) days after the earlier of the actual knowledge of Borrower or the delivery of written notice by Agent
of such violation, breach, failure or default or such other applicable period set forth in this Agreement;


 


(e) any
Person party thereto, other than Agent or any Lender, shall be in violation, breach or default of, or shall fail to perform, observe
or comply with any covenant, obligation or agreement set forth in, or any event of default occurs under, any Loan Document (other
than this Agreement) and such violation, breach, default, event of default or failure shall not be cured within the applicable
period set forth in the applicable Loan Document;


 






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(f) (i) any
of the Loan Documents ceases to be in full force and effect (other than in accordance with its terms), or (ii) any Lien created
thereunder ceases to constitute a valid first-priority perfected Lien on the Collateral in accordance with the terms thereof, or
Agent and Lenders cease to have a valid perfected first-priority Lien in any of the Collateral or any securities pledged to Agent,
for the benefit of Agent and Lenders, pursuant to the Loan Documents;


 


(g) (i)
one or more judgments or decrees in an aggregate amount in excess of five percent (5%) of the consolidated gross assets of Harvest
and its Subsidiaries (on a consolidated basis) is rendered against any Borrower, which is/are not satisfied, stayed, vacated or
discharged of record within thirty (30) calendar days of being rendered, or (ii) any one or more non-monetary final judgments rendered
against Borrower that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period
of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is
not in effect;


 


(h) (i) any
default or breach occurs, which is not cured within any applicable grace period or waived, (x) in the payment of any
amount with respect to any Material Indebtedness, (y) in the performance, observance or fulfillment of any provision
contained in any agreement, contract, document or instrument to which any of Borrower is a party or to which any of its properties
or assets are subject or bound under or pursuant to which any Material Indebtedness was issued, created, assumed, guaranteed or
secured and such default or breach continues for more than any applicable grace period or permits the holder of any such Indebtedness
to accelerate the maturity thereof, or (ii) any Material Indebtedness (A) is declared to be due and payable or is required
to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof, or (B) is not paid when due or
within any applicable grace period, or (C) becomes or is declared to be due and payable before the expressed maturity thereof,
or (D) there occurs any event which would cause any Material Indebtedness to become, or allow any such obligation to be declared,
due and payable;


 


(i) Borrower
shall (i) be unable to pay its debts generally as they become due, (ii) file a petition under any insolvency statute,
(iii) make a general assignment for the benefit of its creditors, (iv) commence a proceeding for the appointment of a
receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise
be dissolved or liquidated, (v) file a petition seeking reorganization or liquidation or similar relief under any Debtor Relief
Law or any other Applicable Law or (vi) otherwise become subject to an Insolvency Event;


 


(j) (i) a
court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator
or conservator of any of Borrower or the whole or any substantial part of any of Borrower’s properties, which shall continue
unstayed and in effect for a period of thirty (30) calendar days, (B) approve a petition filed against Borrower seeking reorganization,
liquidation or similar relief under the any Debtor Relief Law or any other Applicable Law, which is not dismissed within thirty
(30) calendar days or, (C) under the provisions of any Debtor Relief Law or other Applicable Law or statute, assume custody
or control of Borrower or of the whole or any substantial part of any of Borrower’s properties, which is not irrevocably
relinquished within thirty (30) calendar days, or (ii) there is commenced against Borrower any proceeding or petition seeking
reorganization, liquidation or similar relief under any Debtor Relief Law or any other Applicable Law or statute, which (A) is
not unconditionally dismissed within thirty (30) calendar days after the date of commencement, or (B) is with respect to which
Borrower takes any action to indicate its approval of or consent;


 






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(k) (i) any
Change of Control occurs, (ii) any Material Adverse Effect occurs, (iii) Harvest ceases any material portion of its business
operations as contemplated by the Loan Documents or (iv) Borrower is enjoined, restrained or in any way prevented by a court order
or other binding decree or resolution from continuing to conduct all or any material part of its business affairs as of the Closing
Date;


 


(l) Borrower
or any of its directors, managers, or senior officers is criminally indicted or convicted (a) of a felony, or (b) under
any law that could lead to a forfeiture of any material (as determined by Agent in its Permitted Discretion) Collateral;


 


(m) the
issuance of any process for levy, attachment or garnishment or execution upon or prior to any judgment against Borrower or any
of its or their material property or assets or against any of the Collateral, in each case which is/are not satisfied, stayed,
vacated, dismissed or discharged within thirty (30) calendar days of being issued or executed;


 


(n) any
SBIC Subsidiary shall be transferred into liquidation status or receivership by the SBA;


 


(o) an
Administrator Default or an Investment Adviser Default occurs; or


 


(p) Harvest
without the consent of Agent, acting on its behalf and at the instruction of the Requisite Lenders, (A) fails to comply (or fails
to cause any Subsidiary Borrower or any other Subsidiary to comply) with the Valuation Policy in any material respect adverse to
the Lenders, or (B) fails to comply (or fails to cause any Subsidiary Borrower or any other Subsidiary to comply) with its Credit
Policy and, in each case, such failure shall continue un-remedied for a period of thirty (30) or more calendar days after the earlier
of notice thereof by the Agent to Harvest or knowledge thereof by a Responsible Officer;


 


In any such event, notwithstanding any
other provision of any Loan Document, (I) Agent may (and at the request of Requisite Lenders, shall), by notice to Borrower
(i) cease making Advances, (ii) terminate its obligations hereunder, whereupon the same shall immediately terminate,
(iii) pursue its rights under Sections 6.15(b) and (c) of this Agreement, including, but not limited to, terminating
the Administration Agreement and (to the extent that Delegated Functions have been (and during such time as such Delegated Functions
are) delegated to the Sub-Administrator) the Sub-Administration Agreement and substituting the Backup Administrator, Agent, or
any other third party administrator acceptable to Agent in its sole discretion in accordance with Section 6.15(b), (iv) with
respect to the Collateral: (A) upon foreclosure of the Collateral, service the Collateral in all respects, including the right
to institute collection, foreclosure and other enforcement actions against the Collateral; (B) receive, collect, open and
read all mail of Borrower or Administrator, for the purpose of obtaining all items pertaining to the Collateral and any collateral
described in any Loan Document; (C) collect all interest, principal, prepayments (both voluntary and mandatory), and other
amounts of any and every description payable by or on behalf of any Underlying Borrower pursuant to any Pledged Loan or Underlying
Loan Document; and (D) apply all amounts in or subsequently deposited in the Controlled Accounts to the payment of the unpaid
Obligations in accordance with the provisions of this Agreement; and (v) declare all or any of the Loan and/or Notes, all
interest thereon and all other Obligations to be due and payable immediately (except in the case of an Event of Default under Section
8(f), Section 8(i) or Section 8(j), in which event all of the foregoing shall automatically and without further
act by Agent or Lenders be due and payable and Agent’s or Lenders’ obligations hereunder shall terminate, in each case
without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower) and (II)
effective immediately upon receipt of notice from Agent (unless specifically prohibited and provided for in Article VII,
in which case effective immediately upon an Event of Default without any action of Agent or any Lender), no action permitted to
be taken under Article VII hereof may be taken.


 






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IX. RIGHTS
AND REMEDIES AFTER DEFAULT


 


9.1 Rights and
Remedies


 


(a) In
addition to the acceleration provisions set forth in Article VIII above, upon the occurrence and continuation of an Event
of Default, Agent shall have the right to (and at the request of Requisite Lenders, shall) exercise any and all rights, options
and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right
to (i) apply any property of Borrower held by Agent to reduce the Obligations, (ii) foreclose the Liens created under
the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged, with or without
judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower might exercise, (v) collect
and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance,
enter any premises at which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose
of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums,
and Borrower shall not resist or interfere with such action, (vii) at Borrower’s expense, require that all or any part
of the Collateral be assembled and made available to Agent at any place designated by Agent in its sole discretion, (viii) reduce
or otherwise change the amount of the Maximum Loan Amount, Availability, the Borrowing Base and/or any component of the foregoing
and/or (ix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision
of any Loan Document, Agent, in its sole discretion, shall have the right, at any time that Borrower fails to do so, and from time
to time, without prior notice, to: (A) obtain insurance covering any of the Collateral to the extent required hereunder; (B) pay
for the performance of any of the Obligations; (C) discharge taxes, levies and/or Liens on any of the Collateral that are
in violation of any Loan Document unless Borrower is in good faith with due diligence by appropriate proceedings contesting those
items; and (D) pay for the maintenance, repair and/or preservation of the Collateral. Such expenses and advances shall be
deemed Advances hereunder and shall be added to the Obligations until reimbursed to Agent, for its own account and for the benefit
of the Lenders, and shall be secured by the Collateral, and such payments by Agent, for its own account and for the benefit of
the Lenders, shall not be construed as a waiver by Agent or Lenders of any Event of Default or any other rights or remedies of
Agent or Lenders.


 






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(b) Borrower
agrees that notice received at least ten (10) calendar days before the time of any intended public sale, or the time after which
any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other
disposition. If permitted by Applicable Law, any perishable Collateral which threatens to speedily decline in value or which is
sold on a recognized market may be sold immediately by Lender without prior notice to Borrower. At any sale or disposition of Collateral
or securities pledged, Agent may (to the extent permitted by Applicable Law) purchase all or any part thereof free from any right
of redemption by Borrower which right is hereby waived and released. Borrower covenants and agrees not to interfere with or impose
any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral. In dealing with or disposing
of the Collateral or any part thereof, Agent shall not be required to give priority or preference to any item of Collateral or
otherwise to marshal assets or to take possession or sell any Collateral with judicial process.


 


9.2 Application
of Proceeds


 


Notwithstanding any
other provision of this Agreement (including, without limitation, Section 2.5 hereof), in addition to any other rights,
options and remedies Agent and Lenders have under the Loan Documents, the UCC, at law or in equity, all dividends, interest, rents,
issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling,
or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder upon
the occurrence and continuation of an Event of Default shall be applied in the following order of priority: (i) first,
to the payment of all costs and expenses of collection and to the payment of all sums which Agent or Lenders may be required or
may elect to pay in the exercise of any remedies with respect to Borrower or the Collateral or any part thereof, and all other
payments that Agent or Lenders may be required or authorized to make under any provision of the Loan Documents (including, without
limitation, in each such case, in-house documentation and diligence fees and legal expenses, search, audit, recording, professional
and filing fees and expenses and reasonable attorneys’ fees and all expenses, liabilities and advances made or incurred in
connection therewith); (ii) second, ratably to the payment of all Obligations; (iii) third, to the payment
of any surplus then remaining to Borrower, unless otherwise provided by law or directed by a court of competent jurisdiction; provided,
that Borrower shall be liable for any deficiency if such proceeds are insufficient to indefeasibly satisfy the Obligations or any
of the other items referred to in this Section in full in cash.


 


Notwithstanding the
foregoing, Obligations arising under Bank Products Agreements shall be excluded from the application described above if Agent has
not received written notice thereof, together with such supporting documentation as Agent may request, from the applicable Lender
or Affiliate of such Lender.


 


9.3 Rights to Appoint
Receiver


 


Without limiting and
in addition to any other rights, options and remedies Agent and Lenders have under the Loan Documents, the UCC, at law or in equity,
upon the occurrence and continuation of an Event of Default, Agent shall have the right to apply for and have a receiver appointed
by a court of competent jurisdiction in any action taken by Agent and/or any Lender to enforce its rights and remedies in order
to manage, protect and preserve the Collateral and continue the operation of the business of Borrower and to collect all revenues
and profits thereof and apply the same to the payment of all expenses and other charges of such receivership including the compensation
of the receiver and to the payments as aforesaid until a sale or other disposition of such Collateral shall be finally made and
consummated.


 






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9.4 Attorney-in-Fact


 


Borrower hereby irrevocably
appoints (which appointment is coupled with an interest) Agent as its attorney-in-fact for the limited purpose of taking any action
permitted under the Loan Documents that Agent deems necessary or desirable (in Agent’s sole discretion) upon the occurrence
and continuation of an Event of Default to protect and realize upon Agent’s Lien in the Collateral, including the execution
and delivery of any and all documents or instruments related to the Collateral in Borrower’s name, and said appointment shall
create in Agent a power coupled with an interest.


 


9.5 Rights and
Remedies not Exclusive


 


Agent shall have the
right in its sole discretion to determine which rights, Liens and/or remedies Agent and Lenders may at any time pursue, relinquish,
subordinate or modify, and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights,
Liens or remedies under any Loan Document, Applicable Law or equity. The enumeration of any rights and remedies in any Loan Document
is not intended to be exhaustive, and all rights and remedies of Agent and Lenders described in any Loan Document are cumulative
and are not alternative to or exclusive of any other rights or remedies which Agent and Lenders otherwise may have. The partial
or complete exercise of any right or remedy shall not preclude any other further exercise of such or any other right or remedy.


 


X. WAIVERS
AND JUDICIAL PROCEEDINGS


 


10.1 Waivers


 


Except as expressly
provided for herein, Borrower hereby waives set off, rescission counterclaim, demand, presentment, protest, all defenses with respect
to any and all instruments and all notices and demands of any description, and the pleading of any statute of limitations as a
defense to any demand under any Loan Document. Borrower hereby waives any and all defenses and counterclaims it may have or could
interpose in any action or procedure brought by Agent to obtain an order of court recognizing the assignment of, or Lien of Agent
in and to, any Collateral.


 


10.2 Delay; No
Waiver of Defaults


 


No course of action
or dealing, renewal, release or extension of any provision of any Loan Document, or single or partial exercise of any such provision,
or delay, failure or omission on Agent’s part in enforcing any such provision shall affect the liability of Borrower or operate
as a waiver of such provision or preclude any other or further exercise of such provision. No waiver by any party to any Loan Document
of any one or more defaults by any other party in the performance of any of the provisions of any Loan Document shall operate or
be construed as a waiver of any future default, whether of a like or different nature, and each such waiver shall be limited solely
to the express terms and provisions of such waiver. Notwithstanding any other provision of any Loan Document, by completing the
Closing under this Agreement and/or by making Advances, Lender does not waive any breach of any representation or warranty of under
any Loan Document, and all of Agent’s or any Lender’s claims and rights resulting from any such breach or misrepresentation
are specifically reserved.


 






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10.3 Jury Waiver


 


(A) EACH
PARTY HEREBY (i) EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING
UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO ANY LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY,
AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS
OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.


 


(B) IN
THE EVENT ANY SUCH CLAIM OR CAUSE OF ACTION IS BROUGHT OR FILED IN ANY UNITED STATES FEDERAL COURT SITTING IN THE STATE OF CALIFORNIA
OR IN ANY STATE COURT OF THE STATE OF CALIFORNIA, AND THE WAIVER OF JURY TRIAL SET FORTH IN SECTION 10.3(A) IS DETERMINED
OR HELD TO BE INEFFECTIVE OR UNENFORCEABLE, THE PARTIES AGREE THAT ALL CLAIMS AND CAUSES OF ACTION SHALL BE RESOLVED BY REFERENCE
TO A PRIVATE JUDGE SITTING WITHOUT A JURY, PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, BEFORE A MUTUALLY ACCEPTABLE
REFEREE OR, IF THE PARTIES CANNOT AGREE, A REFEREE SELECTED BY THE PRESIDING JUDGE OF THE LOS ANGELES COUNTY, CALIFORNIA. SUCH
PROCEEDING SHALL BE CONDUCTED IN LOS ANGELES COUNTY, CALIFORNIA, WITH CALIFORNIA RULES OF EVIDENCE AND DISCOVERY APPLICABLE TO
SUCH PROCEEDING. IN THE EVENT CLAIMS OR CAUSES OF ACTION ARE TO BE RESOLVED BY JUDICIAL REFERENCE, ANY PARTY MAY SEEK FROM ANY
COURT HAVING JURISDICTION THEREOVER ANY PREJUDGMENT ORDER, WRIT OR OTHER RELIEF AND HAVE SUCH PREJUDGMENT ORDER, WRIT OR OTHER
RELIEF ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW NOTWITHSTANDING THAT ALL CLAIMS AND CAUSES OF ACTION ARE OTHERWISE SUBJECT
TO RESOLUTION BY JUDICIAL REFERENCE.


 


10.4 Amendment
and Waivers


 


(a) Except
as otherwise permitted in Section 12.8 and Section 13.2, and subject to Section 13.2, no amendment, modification,
termination, or waiver of any provision of this Agreement or any Loan Document, or consent to any departure by Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by Agent, Requisite Lenders and Borrower and the
other signatures hereto.


 






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(b) Each
amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for
which it was given. No amendment, modification, termination or waiver shall be required for Agent, to take or impose a Lien on
additional Collateral pursuant to any Loan Document.


 


(c) Any
amendment, modification, termination, waiver or consent effected in accordance with this Section 10.4 shall be binding upon
Agent, Lenders, Borrower and each other signatory hereto.


 


XI. EFFECTIVE
DATE AND TERMINATION


 


11.1 Effectiveness
and Termination


 


Subject to Agent’s
right to accelerate the Loan and terminate and cease making and funding Advances upon the occurrence and during the continuation
of any Event of Default, this Agreement shall continue in full force and effect until the Maturity Date, unless terminated sooner
as provided in this Section 11.1. Borrower may not terminate this Agreement and/or the Commitment prior to November 1, 2017.
Any such early termination by Borrower on or after November 1, 2017, shall be effective upon not less than thirty (30) calendar
days prior written notice to Agent and upon full performance and payment in full in cash of all Obligations (including any Early
Termination Fee) on or prior to such 30th calendar day after Receipt by Agent of such written notice. Upon the earlier
to occur of the expiration of the Revolving Period, the Maturity Date, or the Receipt by Agent of such written notice from Borrower
electing to terminate this Agreement in accordance with this Section 11.1, the obligation of Lenders to make Advances shall
terminate. All of the Obligations shall be immediately due and payable upon the earlier of any such termination on the Maturity
Date or the termination date stated in the notice of termination delivered to Agent pursuant to this Section 11.1, as applicable.
Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Agent’s or any Lender’s
rights or any of the Obligations existing as of the effective date of such termination, and the provisions of the Loan Documents
shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. The
Liens granted to Agent and/or under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers
of Agent shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time
to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly paid in full in
cash and the Commitments and this Agreement have been terminated.


 


11.2 Survival


 


All obligations, covenants,
agreements, representations, warranties, waivers and indemnities made by Borrower in any Loan Document shall survive the execution
and delivery of the Loan Documents, the Closing, the making and funding of the Loan and any termination of this Agreement until
all Obligations are fully performed and indefeasibly paid in full in cash. The obligations and provisions of Sections 3.1,
3.2, 3.4, 3.5, 3.6, 10.1, 10.3, 11.1, 11.2, 12.1, 12.3, 12.4,
12.7, 12.8, 12.9, 12.10, 12.11 and 13.8 shall survive termination of the Loan Documents
and any payment, in full or in part, of the Obligations.


 






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XII. MISCELLANEOUS


 


12.1 Governing
Law; Jurisdiction; Service of Process; Venue


 


(A) THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK IN RELIANCE ON NEW YORK GENERAL OBLIGATIONS
LAW SECTION 5-1401, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN APPLICATION OF THE LAWS OF A DIFFERENT
JURISDICTION; EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST
CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE Applicable
LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE Applicable
LAW OF SUCH STATE, FEDERAL LAW OR THE Applicable LAW OF THE STATE OF NEW
YORK, AS APPLICABLE, SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS
ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED BY Applicable LAW,
BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE Applicable
LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


(B) BY
EXECUTION AND DELIVERY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND BORROWER
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. BORROWER AGREE THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(C) EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION 12.1. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.


 






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(D) EACH
OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF PROCESS AND AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 12.5. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


12.2 Successors
and Assigns; Assignments and Participations


 


(a) Subject
to Sections 12.2(f) and (h), a Lender may at any time assign all or a portion of its rights and delegate all or a
portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect
to the Loan) to one or more Persons (a “Transferee”); provided, however, that so long as
no Default or Event of Default has occurred and is continuing, no such Transferee shall be a BDC or a wholly-owned Subsidiary of
a BDC. Notwithstanding anything to the contrary in this Agreement, but subject to the immediately proceeding proviso, there shall
be no limitation or restriction on any Lender’s ability to assign, pledge or otherwise transfer any Note or other Obligation.
The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement,
which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”).
Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition
Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement,
have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall
be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof, as the case may be, to the
extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and,
in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such
assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Borrower hereby
acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee
shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement,
any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests,
remedies, powers, and duties hereunder or thereunder.


 






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(b) A
Lender may at any time sell participations in all or any part of its rights and obligations under this Agreement and the other
Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Persons (each, a “Participant”);
provided, however, that so long as no Default or Event of Default has occurred and is continuing, no such Participant
shall be a BDC or a wholly-owned Subsidiary of a BDC. In the event of any such sale by a Lender of a participation to a Participant,
(i) such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible for the performance thereof, (iii) such Lender shall remain the holder of any such
Loan (and any Note evidencing such Loan) for all purposes under this Agreement and the other Loan Documents, (iv) Borrower
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement and the other Loan Documents, and (v) all amounts payable pursuant to Section 6.2 by Borrower hereunder
shall be determined as if such Lender had not sold such participation. Any agreement pursuant to which a Lender shall sell any
such participation shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender’s
rights and enforce Borrower’s obligations hereunder, including the right to consent to any amendment, supplement, modification
or waiver of any provision of this Agreement or any of the other Loan Documents; provided, that such participation agreement
may provide that such Lender will not agree, without the consent of the Participant, to any amendment, supplement, modification
or waiver of: (A) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such
holder participates; (B) any extension of the termination date of this Agreement or the date fixed for any payment of principal,
interest or fees payable with respect to any Loan in which such holder participates; and (C) any release of all or substantially
all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges
and agrees that the Participant under each participation shall, solely for the purposes of Sections 12.4 and 12.7
of this Agreement be considered to be a “Lender” hereunder.


 


(c) Agent,
on behalf of Borrower, shall maintain at its address referred to in Section 12.5 a copy of each Lender Addition Agreement
delivered to it and a written or electronic register (the “Register”) for the recordation of the names
and addresses of Lenders and the Commitment of, and the principal amount of the Loan owing to, and the Notes evidencing such Loan
owned by, each Lender from time to time. Notwithstanding anything in this Agreement to the contrary, Borrower and Agent shall treat
each Person whose name is recorded in the Register as the owner of the Loan, the Notes and the Commitment recorded therein for
all purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.


 


(d) Notwithstanding
anything in this Agreement to the contrary, no assignment under Section 12.2(a) of any rights or obligations under or in
respect of the Loan or the Notes evidencing such Loan shall be effective unless and until Agent shall have recorded the assignment
pursuant to Section 12.2(c). Upon its receipt of a Lender Addition Agreement executed by an assigning Lender and a Transferee,
Agent shall (i) promptly accept such Lender Addition Agreement and (ii) on the effective date determined pursuant thereto
record the information contained therein in the Register and give prompt notice of such acceptance and recordation to Lender and
Borrower. On or prior to such effective date, the assigning Lender shall surrender any outstanding Notes held by it, all or a portion
of which are being assigned, and Borrower, at its own expense, shall, upon the request of Agent by the assigning Lender or the
Transferee, as applicable, execute and deliver to Agent, within five (5) Business Days of any request, new Notes to reflect the
interest held by the assigning Lender and its Transferee.


 


(e) Any
Lender may furnish any information concerning Borrower in the possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants).


 






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(f) Notwithstanding
any other provision set forth in this Agreement, a Lender may at any time create a security interest in all or any portion of its
rights under this Agreement, including, without limitation, the Loan owing to it and the Notes held by it and the other Loan Documents
and Collateral.


 


(g) Borrower
agrees to use commercially reasonable best efforts to assist each Lender in assigning or selling participations in all or any part
of any Loan made by any Lender to another Person identified by such Lender.


 


(h) Notwithstanding
anything in the Loan Documents to the contrary, (i) a Lender and its Affiliates shall not be required to execute and deliver
a Lender Addition Agreement in connection with any transaction involving its Affiliates or lenders, (ii) no lender to or funding
or financing source of any Lender or its Affiliates shall be considered a Transferee, (iii) there shall be no limitation or
restriction on any Lender’s ability to assign or otherwise transfer any Loan Document to any such Affiliate or lender or
funding or financing source, and (iv) there shall be no limitation or restriction on such Affiliates’ or lenders’
or financing or funding sources’ ability to assign or otherwise transfer any Loan Document, Loan, Note or Obligation (or
any of its rights thereunder or interest therein); provided, however, such Lender shall continue to be liable as
a “Lender” under the Loan Documents unless such Affiliate or lender or funding or financing source executes a Lender
Addition Agreement and thereby becomes a “Lender”.


 


(i) The
Loan Documents shall inure to the benefit of Agent, Lenders, Transferee, Participant (to the extent expressly provided herein only)
and all future holders of the Notes, the Obligations and/or any of the Collateral, and each of their respective successors and
permitted assigns. Each Loan Document shall be binding upon the Persons other than Agent that are parties thereto and their respective
successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations
thereunder without the prior written consent of Agent. No rights are intended to be created under any Loan Document for the benefit
of any third party donee, creditor or incidental beneficiary of Borrower. Nothing contained in any Loan Document shall be construed
as a delegation to Agent of any other Person’s duty of performance. BORROWER ACKNOWLEDGES AND AGREES THAT AGENT AT ANY TIME
AND FROM TIME TO TIME MAY (I) DIVIDE AND REISSUE (WITHOUT SUBSTANTIVE CHANGES OTHER THAN THOSE RESULTING FROM SUCH DIVISION)
THE NOTES, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS
UNDER ANY LOAN DOCUMENT, NOTE, THE OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS, IN EACH CASE ON THE TERMS AND CONDITIONS
PROVIDED HEREIN. Each Transferee and Participant shall have all of the rights, obligations and benefits with respect to the Obligations,
Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof; provided, that notwithstanding
anything to the contrary in any Loan Document, Borrower shall not be obligated to pay under this Agreement to any Transferee or
Participant any sum in excess of the sum which it would have been obligated to pay to Agent had such participation not been effected.
Agent may disclose to any Transferee or Participant all information, reports, financial statements, certificates and documents
obtained under any provision of any Loan Document; provided, that Transferees and Participants shall be subject to the confidentiality
provisions contained herein that are applicable to Agent.


 






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(j) Any
Lender may assign or pledge all or any portion of the Loans or Notes held by it to any Federal Reserve Bank or the United States
Treasury as collateral security to secure obligations of such Lender, including without limitation, any assignment or pledge pursuant
to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank; provided, that any payment in respect of such assigned Loans or Notes made by Borrower to or for the account of the
assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy Borrower’s obligations hereunder
in respect to such assigned Loans or Notes to the extent of such payment. No such assignment shall release the assigning Lender
from its obligations hereunder.


 


12.3 Application
of Payments


 


To the extent that
any payment made or received with respect to the Obligations is subsequently invalidated, determined to be fraudulent or preferential,
set aside, defeased or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other Person under
any Debtor Relief Law, common law or equitable cause or any other law, then the Obligations intended to be satisfied by such payment
shall be revived and shall continue as if such payment had not been received by Agent and the Liens created hereby shall be revived
automatically without any action on the part of any party hereto and shall continue as if such payment had not been received by
Agent. Except as specifically provided in this Agreement, any payments with respect to the Obligations received shall be credited
and applied in such manner and order as Agent shall decide in its sole discretion.


 






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12.4 Indemnity


 


Borrower
hereby indemnifies and holds harmless Agent, each Lender, each Participant, and their respective Affiliates, managers, members,
officers, employees, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified
Persons”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements
of counsel and in-house documentation and diligence fees and legal expenses) which may be imposed on, incurred by or asserted against
any Indemnified Person with respect to or arising out of, or in any litigation, proceeding or investigation instituted or conducted
by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any act of or omission
by Borrower or, any of its Affiliates acting on Borrower’s behalf or any of their respective managers, members, officers,
employees, agents, or representatives, including, without limitation: (i) fraud, willful misconduct, misrepresentation or
failure to disclose a material fact by or on behalf of Borrower, or any of its respective agents or representatives in connection
with the Loan, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act (RICO); (ii) any
theft, misappropriation or conversion by or on behalf of Borrower of Collateral (including failure to turn over to Agent on demand
following an Event of Default); (iii) any misappropriation of funds of use of the proceeds of the Loan not in accordance with
the terms of the Loan Agreement or any other Loan Document; (iv) the forfeiture by Borrower of any Collateral, or any portion thereof,
because of the conduct or purported conduct of criminal activity by Borrower or, any of its Affiliates or any of their respective
managers, members, officers, employees, agents, or representatives; (v) any Change of Control not approved in writing by Agent
(at its sole option); (vi) any waste, transfer, sale, encumbrance or other disposal of the Collateral not permitted by the
Loan Agreement or the other Loan Document; or (vii) the breach of any representation, warranty, covenant or indemnification
in any Loan Document concerning Environmental Laws or Hazardous Substances. If any Indemnified Person uses in-house counsel for
any purpose for which Borrower is responsible to pay or indemnify, Borrower expressly agrees that their indemnification obligations
include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected
by such Indemnified Person in its sole discretion for the work performed. Agent agrees to give Borrower reasonable notice of any
event of which Agent becomes aware for which indemnification may be required under this Section 12.4, and Agent may elect
(but is not obligated) to direct the defense thereof; provided, that the selection
of counsel shall be subject to Borrower’s consent, which consent shall not be unreasonably withheld or delayed, and Borrower
shall be entitled to participate in the defense of any matter for which indemnification may be required under this Section 12.4
and to employ counsel at its own expense to assist in the handling of such matter. Any Indemnified Person may, in its reasonable
discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial
or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral,
subject to Borrower’s prior approval of any settlement, which shall not be unreasonably withheld or delayed. Notwithstanding
the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Agent
agrees not to exercise its right to select counsel to defend the event if that would cause Borrower’s insurer to deny coverage;
provided, however, that Agent reserves the right to retain counsel to represent any Indemnified Person with respect
to an Insured Event at its sole cost and expense. To the extent that Agent obtains recovery from a third party other than an Indemnified
Person of any of the amounts that Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4,
then Agent shall promptly pay to Borrower the amount of such recovery. Without limiting any of the foregoing, Borrower hereby indemnifies
the Indemnified Parties for all claims for brokerage fees or commissions (other than claims of a broker with whom such Indemnified
Party has directly contracted in writing) which may be made in connection with respect to any aspect of, or any transaction contemplated
by or referred to in, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.


 


12.5 Notice


 


Any notice or request
under any Loan Document shall be given to any party to this Agreement at such party’s address set forth beneath its signature
on the signature page to this Agreement, or at such other address as such party may hereafter specify in a notice given in the
manner required under this Section 12.5. Any notice or request hereunder shall be given only by, and shall be deemed to
have been received upon (each, a “Receipt”): (i) registered or certified mail, return receipt requested,
on the date on which such received as indicated in such return receipt, (ii) delivery by a nationally recognized overnight
courier, one (1) Business Day after deposit with such courier, or (iii) facsimile or electronic transmission, in each case
upon telephone or further electronic communication from the recipient acknowledging receipt (whether automatic or manual from recipient),
as applicable.


 






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12.6 Severability;
Captions; Counterparts; Electronic Signatures


 


If any provision of
any Loan Document is adjudicated to be invalid under Applicable Laws or regulations, such provision shall be inapplicable to the
extent of such invalidity without affecting the validity or enforceability of the remainder of the Loan Documents which shall be
given effect so far as possible. The captions in the Loan Documents are intended for convenience and reference only and shall not
affect the meaning or interpretation of the Loan Documents. The Loan Documents may be executed in one or more counterparts (which
taken together, as applicable, shall constitute one and the same instrument) and by electronic transmission, which facsimile signatures
shall be considered original executed counterparts. Each party to this Agreement agrees that it will be bound by its own facsimile
signature and that it accepts the facsimile signature of each other party.


 


12.7 Expenses


 


Borrower shall pay,
whether or not the Closing occurs, all fees, costs and expenses incurred or earned by Agent, any Lender, and/or its Affiliates,
including, without limitation, portfolio management, documentation and diligence fees and expenses, all search, audit, appraisal,
recording, professional and filing fees and expenses and all other charges and expenses (including, without limitation, UCC and
judgment and tax lien searches and UCC filings and fees for post-Closing UCC and judgment and tax lien searches and wire transfer
fees and audit expenses), and reasonable internal and external attorneys’ fees and expenses, (i) in any effort to enforce,
protect or collect payment of any Obligation or to enforce any Loan Document or any related agreement, document or instrument,
(ii) in connection with entering into, negotiating, preparing, reviewing and executing the Loan Documents and/or any related
agreements, documents or instruments, (iii) arising in any way out of administration of the Obligations or the taking or refraining
from taking by Agent of any action requested by Borrower, (iv) in connection with instituting, maintaining, preserving, enforcing
and/or foreclosing on Agent’s Liens in any of the Collateral or securities pledged under the Loan Documents, whether through
judicial proceedings or otherwise, (v) in defending or prosecuting any actions, claims or proceedings arising out of or relating
to Agent’s or any Lender’s transactions with Borrower, (vi) in seeking, obtaining or receiving any advice with
respect to its rights and obligations under any Loan Document and any related agreement, document or instrument, (vii) arising
out of or relating to any Default or Event of Default or occurring thereafter or as a result thereof, (viii) in connection
with all actions, visits, audits and inspections undertaken by Agent or its Affiliates pursuant to the Loan Documents, and/or (ix) in
connection with any modification, restatement, supplement, amendment, waiver or extension of any Loan Document and/or any related
agreement, document or instrument. All of the foregoing shall be charged to Borrower’s account and shall be part of the Obligations.
If Lender or any of its Affiliates uses in-house counsel for any purpose under any Loan Document for which Borrower is responsible
to pay or indemnify, Borrower expressly agrees that its Obligations include reasonable charges for such work commensurate with
the fees that would otherwise be charged by outside legal counsel selected by Agent or such Affiliate in its sole discretion for
the work performed. Without limiting the foregoing, Borrower shall pay all Taxes (other than Taxes based upon or measured by a
Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of any Note and the filing
and/or recording of any documents and/or financing statements.


 






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12.8 Entire Agreement


 


This Agreement and
the other Loan Documents to which Borrower is a party constitute the entire agreement between Borrower, Agent and Lenders with
respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings (including but not limited
to the term sheet dated on or about May, 2013), if any, relating to the subject matter hereof or thereof. Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by Borrower,
Agent and Requisite Lenders, as appropriate. Except as otherwise permitted in Section 10.4 and Section 13.2, and
subject to Section 13.2, no provision of any Loan Document may be changed, modified, amended, restated, waived, supplemented,
discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by in writing signed by
Borrower, Agent and Requisite Lenders; provided, that no consent or agreement by Borrower shall be required to amend, modify,
change, restate, waive, supplement, discharge, cancel or terminate any provision of Article XII so long as no additional
duties are required to be assumed by Borrower. Each party hereto acknowledges that it has been advised by counsel in connection
with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with
the terms and provisions hereof. The schedules attached hereto may be amended or supplemented by Borrower upon delivery to Agent
of such amendments or supplements and, except as expressly provided otherwise in this Agreement, the written approval thereof by
Agent.


 


12.9 Approvals
and Duties


 


Unless expressly provided
herein to the contrary, any approval, consent, waiver or satisfaction of Agent with respect to any matter that is subject of any
Loan Document may be granted or withheld by Agent, the Lenders or any Lender, as applicable, in its sole and absolute discretion.
Neither Agent nor any Lender shall have any responsibility for or obligation or duty with respect to any of the Collateral or any
matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums
due in respect thereof or to protect or preserve any rights pertaining thereto.


 


12.10 Confidential/Publicity


 


(a) Borrower,
Agent and Lenders shall mutually agree on the contents of any press release, public announcement or other public disclosure regarding
this Agreement and the transactions contemplated hereunder to be made following the mutual execution and delivery of this Agreement;
provided, that (i) Agent or any Lender may disclose the terms hereof and give copies of the Loan Documents to assignees
and participants and to prospective assignees and participants and (ii) Borrower may disclose the terms and copies hereof in its
filings with the Securities and Exchange Commission and thereafter such information shall be made generally available in the public
domain. If either party fails to respond to the other party in writing with either an approval or a disapproval within five (5)
Business Days of a party’s receipt of the other party’s request for consent or approval as expressly contemplated pursuant
to this Section 12.10, then such consent or approval will be deemed to have been given; provided, that such five
(5) Business Day period will not commence to run unless and until the other party has received all information, materials, documents
and other matters required to be submitted to it hereunder, with respect to such consent or approval and all other information,
materials, documents and other matters reasonably essential to its decision process.


 






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(b) Borrower
shall not, without the prior written consent of Agent, use the name of Agent or any Lender in connection with any of its business
activities, except in connection with internal business matters, potential or current investors and/or lenders, and as required
in dealings with governmental agencies and other financial institutions and as may otherwise be required pursuant to Applicable
Laws or in a press release with respect to the Loan. Upon the consent of Borrower, Agent and Lenders may use the name of Borrower
and any of its Affiliates in any press release, advertisement or other promotional materials issued with respect to the Loan.


 


(c) Agent
and each Lender (each a “Receiving Party”) understands that Borrower may disclose to a Receiving Party confidential
or proprietary information relating to Borrower’s business, including, without limitation: (i) marketing philosophy, objectives,
strategies and information; (ii) competitive advantages and disadvantages; (iii) cost, pricing, budgets and other financial data,
information, objectives and strategies; (iv) information concerning customers, vendors and other business partners; (v) market
position and objectives; (vi) business methods; (vii) data processing and management information systems, programs and practices;
(viii) application, operating system, communication and other software; (ix) source and object code, technical data, system architecture,
formulae, flowcharts and algorithms; (x) trade secrets and any other information that derives independent economic value from not
being generally known to, and not being readily ascertainable through proper means by, the public; (xi) insurance and risk management
related quotes, costs, data and/or information and (xii) any and all improvements or additions to any of the above (together, “Confidential
Information”)


 


(d) In
consideration of access Receiving Party may be provided to Confidential Information, Receiving Party hereby agrees: (i) to hold
the Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information, including,
without limitation, all precautions Receiving Party employs with respect to its most confidential materials; (ii) not to sell,
copy, transfer, modify, publish, or display any such Confidential Information or any information derived therefrom to any third
person; provided, that Receiving Party may disclose the Confidential Information to its Representatives who have a legitimate
“need to know” for the sole purpose of providing support to those individuals who have such need; provided,
that such Representatives are informed of the confidential nature of such information and must have agreed to treat such Confidential
Information (which agreement may be oral) in accordance with the terms of this Section 12.10, and (iii) not to make any
use whatsoever at any time of such Confidential Information except for the purposes contemplated by the parties in this Agreement.
Notwithstanding the foregoing or otherwise, Receiving Party shall be liable for any breach or threatened breach of the confidentiality
obligations set forth herein by Receiving Party or any Representative of said Receiving Party.


 


(e) Confidential
Information will not include, however, information which: (a) was publicly known or made generally available in the public domain
prior to the time of receipt by Receiving Party; (b) becomes publicly known or made generally available in the public domain after
receipt by Receiving Party through no action or inaction by Receiving Party in breach of this Section 12.10; (c) at the
time of receipt by Receiving Party, was already in Receiving Party’s possession, as evidenced by Receiving Party’s
files and records immediately prior to Receiving Party’s receipt thereof; (d) is obtained by Receiving Party from a Person
other than Borrower or Borrower’s Representatives without a breach of such Person’s obligations of confidentiality
or similar obligation or violation by such Person of any Applicable Law; or (e) is independently developed by Receiving Party without
use of or reference to any Confidential Information.


 






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(f) In
the event that Receiving Party is required by Applicable Law or by legal process to disclose any Confidential Information, Receiving
Party, if legally permissible, shall provide Borrower with immediate notice of such requirement in order to enable Borrower to
seek an appropriate protective order or other remedy, to consult with Receiving Party with respect to Borrower’s taking steps
to resist or narrow the scope of such requirement or legal process, or to waive compliance, in whole or in part, with the terms
of this Section 12.10. In any such event Receiving Party shall use commercially reasonable efforts to ensure that all Confidential
Information that is so disclosed will be accorded confidential treatment and that any disclosure will be the minimum disclosure
required under the circumstances. Nothing contained in this Section 12.10 shall limit Agent or any Lender’s right
to disclose such Confidential Information (i) as may be required in connection with such Person’s actual or potential exercise
or enforcement of any right or remedy under any Loan Document or (ii) as may be required by regulatory authorities so long as such
authorities are informed of the confidential nature of such information.


 


(g) Each
Receiving Party hereby acknowledges that United States securities laws prohibit any person with material, non-public information
about a registered security from buying or selling such securities or, subject to certain limited exceptions, from communicating
such information to any other Person. Each Receiving Party hereby agrees that the Confidential Information may contain material,
non-public information and further agrees to comply, and to insure compliance by its Representatives, with applicable securities
laws concerning the Confidential Information, so long as any such disclosure comports with all Applicable Laws.


 


(h) For
purposes of this Section 12.10, “Representative” means, as to any Person, its affiliates and its
and their directors, officers, employees, trustees, partners, members, managers, agents, advisors and professional consultants
(including, without limitation, financial advisors, attorneys and accountants), controlling Persons, lenders, funding or financing
sources, and any applicable rating agency. Unless the context clearly requires otherwise, references in this Section 12.10
to Receiving Party shall include Receiving Party’s Representatives.


 


12.11 Release of
Collateral


 


So long as no Default
or Event of Default has occurred and is continuing, upon request of Borrower, Agent shall release any Lien granted to or held by
Agent upon any Collateral being sold or disposed of in compliance with the provisions of the Loan Documents, as determined by Agent
in its Permitted Discretion. Promptly following full performance and satisfaction and indefeasible payment in full in cash of all
Obligations and the termination of the Commitments and this Agreement, the Liens created hereby shall terminate and Agent shall
execute and deliver such documents, at Borrower’s expense, as are necessary to release Agent’s Liens in the Collateral
and shall return the Collateral to Borrower or the Person lawfully entitled thereto; provided, however, that the
parties agree that, notwithstanding any such termination or release or the execution, delivery or filing of any such documents
or the return of any Collateral, if and to the extent that any such payment made or received with respect to the Obligations is
subsequently invalidated, determined to be fraudulent or preferential, set aside, defeased or required to be repaid to a trustee,
debtor in possession, receiver, custodian or any other Person under any Debtor Relief Law, common law or equitable cause or any
other law, then the Obligations intended to be satisfied by such payment shall be revived and shall continue as if such payment
had not been received by Agent and/or Lender and the Liens created hereby shall be revived automatically without any action on
the part of any party hereto and shall continue as if such payment had not been received by Agent and/or Lender. Neither Agent
nor any Lender shall be deemed to have made any representation or warranty with respect to any Collateral so delivered except that
such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from Agent’s own acts.


 






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12.12 Appointment
of Servicer


 


(a) Agent
may from time to time enter into a servicing agreement (a “Loan Servicing Agreement”) with CapitalSource
Finance LLC or an Affiliate of Agent or CapitalSource Finance LLC (a “Loan Servicer”) to service and
enforce the Loan Documents and collect the Obligations on Agent’s behalf. Pursuant to the Loan Servicing Agreement, Agent
may authorize the Loan Servicer to take certain actions, perform certain duties and exercise certain powers on Lender’s behalf
under the provisions of the Loan Documents and any other instruments and agreements referred to in this Agreement, all of to which
Borrower hereby consent.


 


(b) The
Loan Servicer shall have no duties or responsibilities to Borrower, but only to Agent and then only as expressly set forth in the
Loan Servicing Agreement. Without limiting the generality of the foregoing, the Loan Servicer shall have no obligation to make
any loans or advances to Borrower. Neither the Loan Servicer nor any of its officers, directors, employees or agents shall be liable
for any action taken or omitted by them under this Agreement or in connection herewith, unless caused by its or their willful misconduct.
The Loan Servicer’s duties shall be mechanical and administrative in nature; nothing in this Agreement, express or implied,
is intended to or shall be so construed as to impose upon the Loan Servicer any obligations with respect to the Loan Documents
except as expressly set forth herein. Neither Borrower nor Sponsor shall in any way be construed to be a third party beneficiary
of any relationship between Loan Servicer and Agent.


 


(c) The
Loan Servicer shall be entitled to rely, and shall be fully protected in relying, upon any communication whether written or oral
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal
matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.


 


(d) Borrower
shall be entitled to rely upon any communication whether written or oral sent or made by the Loan Servicer for and on behalf of
Agent with respect to all matters pertaining to the Loan Documents and Borrower’ duties and obligations hereunder, unless
and until Borrower receive written notice from Lender that the Loan Servicer is no longer servicing the Loans.


 


(e) The
Loan Servicing Agreement may be terminated at any time without prior notice to or consent of Borrower, and Agent will notify Borrower
within a reasonable period of time thereafter of such termination. Upon termination of the Loan Servicing Agreement and failure
to replace the Loan Servicing Agreement with a new servicing agreement, all references herein to the Loan Servicer shall thereafter
mean and refer to Lender.


 






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XIII. AGENT
PROVISIONS; SETTLEMENT


 


13.1 Agent


 


(a) Appointment.
Each Lender hereby designates and appoints Pacific Western as the administrative agent, payment agent and collateral agent under
this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Pacific Western, as Agent for such Lender,
to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are delegated to Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such on the
conditions contained in this Article XIII. The provisions of this Article XIII are solely for the benefit of Agent
and Lenders, and Borrower shall have no rights as third-party beneficiaries of any of the provisions of this Article XIII
other than the second sentence of Section 13.1(h)(iii). Agent may perform any of its duties hereunder, or under the Loan
Documents, by or through its agents, employees or sub-agents. Agent may not be removed hereunder without its prior written consent.


 


(b) Nature
of Duties. In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its
duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship
of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower.
Agent shall have no duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other
Loan Documents. Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect
of any Lender. Each Lender shall make its own independent investigation of the financial condition and affairs of Borrower in connection
with the extension of credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information,
notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the
account of or with copies for Lenders, Agent shall have no duty or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the Closing
Date or at any time or times thereafter. If Agent seeks the consent or approval of any Lenders to the taking or refraining from
taking any action hereunder, then Agent shall send prior written notice thereof to each Lender. Agent shall promptly notify each
Lender in writing any time that the applicable percentage of Lenders have instructed Agent to act or refrain from acting pursuant
hereto.


 


(c) Rights,
Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys
or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith; provided, that the foregoing shall not prevent Agent from being be liable
to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and
nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its
express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it
in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse
of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount
to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous
payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would
in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations
or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability
or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial
condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of
the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or
the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders
with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted
or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval
and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval
under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without
limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining
from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage
of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith,
believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys
or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such
action.


 






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(d) Reliance.
Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone
message or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to be genuine
and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement
or any of the other Loan Documents and its duties hereunder or thereunder, upon advice of legal counsel, independent accountants
and other experts selected by Agent in its sole discretion.


 


(e) Indemnification.
Each Lender, severally and not (i) jointly or (ii) jointly and severally, agrees to reimburse and indemnify and hold
harmless Agent and its officers, directors, managers, members, equity owners, employees, attorneys and agents (to the extent not
reimbursed by Borrower), ratably according to their respective Pro Rata Share in effect on the date on which indemnification is
sought under this subsection of the total outstanding Obligations (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their Pro Rata Share immediately
prior to such date of the total outstanding Obligations), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, advances, or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against Agent or any of its officers, directors, managers, members, equity owners, employees,
attorneys or agents in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken
or omitted by Agent under this Agreement or any of the other Loan Documents; provided, however, that no Lender shall
be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements to the extent resulting from Agent’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction on a final and non-appealable basis. The obligations of Lenders under this Article XIII
shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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(f) Agent
in its Individual Capacity. With respect to the Loans made by it, if any, Pacific Western and its successors as Agent shall
have, and may exercise, the same rights and powers under the Loan Documents, and is subject to the same obligations and liabilities,
as and to the extent set forth in the Loan Documents, as any other Lender. The terms “Lenders” or “Requisite
Lenders” or any similar terms shall include Agent in its individual capacity as a Lender. Agent and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind
of lending, banking, trust, financial advisory or other business with, Borrower or any Subsidiary or Affiliate of Borrower as if
it were not acting as Agent pursuant hereto.


 


(g) Successor Agent.


 


(i) Resignation.
Agent may resign from the performance of all or part of its functions and duties hereunder at any time by giving at least thirty
(30) calendar days’ prior written notice to Borrower and Lenders. Such resignation shall take effect upon the acceptance
by a successor Agent of appointment pursuant to clause (ii) below or as otherwise provided below.


 


(ii) Appointment
of Successor. Upon any such notice of resignation pursuant to clause (g)(i) of this Section 13.1, Requisite Lenders
shall appoint a successor Agent with the consent of Borrower, which consent shall not be unreasonably withheld, delayed or conditioned
(or required if any Default or Event of Default exists); provided, however, that so long as no Default or Event of
Default has occurred and is continuing, no such successor Agent shall be a BDC or a wholly-owned Subsidiary of a BDC. If a successor
Agent shall not have been so appointed within said thirty (30) calendar day period referenced in clause (g)(i) above, the
retiring Agent, upon notice to Borrower, may, on behalf of Lenders, appoint a successor Agent with the consent of Borrower, which
consent shall not be unreasonably withheld, delayed or conditioned (or required if any Default or Event of Default exists), who
shall serve as Agent until such time as Requisite Lenders appoint a successor Agent as provided above; provided, however,
that so long as no Default or Event of Default has occurred and is continuing, no such successor Agent shall be a BDC or a wholly-owned
Subsidiary of a BDC. If no successor Agent has been appointed pursuant to the foregoing within said thirty (30) calendar day period,
the resignation shall become effective and Requisite Lenders thereafter shall perform all the duties of Agent hereunder, until
such time, if any, as Requisite Lenders appoint a successor Agent as provided above.


 


(iii) Successor
Agent. Upon the acceptance of any appointment as Agent under the Loan Documents by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and, upon
the earlier of such acceptance or the effective date of the retiring Agent’s resignation, the retiring Agent shall be discharged
from its duties and obligations under the Loan Documents; provided, that any indemnity
rights or other rights in favor of such retiring Agent shall continue after and survive such resignation and succession. After
any retiring Agent’s resignation as Agent under the Loan Documents, the provisions of this Article XIII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents.


 






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(h) Collateral Matters.


 


(i) Collateral.
Each Lender agrees that any action taken by Agent (or at the direction of the Requisite Lenders (or, where required by the express
terms of this Agreement, a greater number of Lenders)) in accordance with the provisions of this Agreement or of the other Loan
Documents relating to the Collateral, and the exercise by Agent (or at the direction of the Requisite Lenders (or, where so required,
such greater number of Lenders)) of the powers set forth herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of Lenders and Agent. Without limiting the generality of the foregoing, Agent
shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for Lenders with respect
to all payments and collections arising in connection herewith and with the Loan Documents in connection with the Collateral; (ii) execute
and deliver each Loan Document relating to the Collateral and accept delivery of each such agreement delivered by the Credit Parties
or any of their Subsidiaries; (iii) act as collateral agent for Lenders for purposes of the perfection of all security interests
and Liens created by such agreements and all other purposes stated therein; (iv) manage, supervise and otherwise deal with
the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security
interests and Liens created or purported to be created by the Loan Documents relating to the Collateral; and (vi) except as
may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all right and remedies given
to such Agent and Lenders with respect to the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise.


 


(ii) Release
of Collateral. Lenders hereby irrevocably authorize Agent, at its option and in its discretion, to release any Lien granted
to or held by Agent, for the benefit the of Lenders, upon any Property covered by the Loan Documents (A) upon termination
of this Agreement and the payment and satisfaction in full in cash of all Obligations (other than contingent indemnification Obligations
to the extent no claim giving rise thereto has been asserted); (B) constituting Property being sold or disposed of if Borrower
certifies to Agent that the sale or disposition is made in compliance with the provisions of the Loan Documents (and Agent may
rely conclusively on any such certificate, without further inquiry); or (C) constituting Property leased to any Borrower under
a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has
not been, and is not intended by Borrower to be, renewed or extended.


 






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(iii) Confirmation
of Authority; Execution of Releases. Without in any manner limiting Agent’s authority to act without any specific or
further authorization or consent by Lenders (as set forth in Section 13.1(h)(i) and (ii)), each Lender agrees to
confirm in writing, upon request by Borrower, the authority to release any property covered by this Agreement or the Loan Documents
conferred upon Agent under Section 13.1(h)(ii). So long as no Event of Default exists, upon receipt by Agent of confirmation
from the requisite percentage of Lenders of its authority to release any particular item or types of Property covered by this Agreement
or the other Loan Documents, and upon at least five (5) Business Days’ prior written request by Borrower, Agent shall (and
hereby is irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens
granted to Agent, for the benefit of Lenders, herein or pursuant hereto upon such Collateral; provided, however,
that (A) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent
to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty
(other than that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s
own acts), and (B) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or
obligations of Borrower or any Subsidiary of any Borrower in respect of) all interests retained by Borrower or any Subsidiary of
any Borrower, including, without limitation, the proceeds of any sale, all of which shall continue to constitute part of the Collateral
covered by this Agreement or the Loan Documents.


 


(iv) Absence
of Duty. Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral covered
by this Agreement or the other Loan Documents exists or is owned by any Borrower or is cared for, protected or insured or has been
encumbered or that the Liens granted to Agent, on behalf of Lenders, herein or pursuant hereto have been properly or sufficiently
or lawfully created, perfected, protected, enforced or maintained or are entitled to any particular priority, or to exercise at
all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this Section 13.1(h) or in any of the Loan Documents; it being understood
and agreed that in respect of the Collateral covered by this Agreement or the other Loan Documents, or any act, omission or event
related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in Collateral
covered by this Agreement or the Loan Documents as one of Lenders and Agent shall have no duty or liability whatsoever to any of
the other Lenders; provided, that Agent shall exercise the same care which it would
in dealing with loans for its own account.


 


(i) Agency
for Perfection. Each Lender hereby appoints Agent as agent for the purpose of perfecting Lenders’ security interest in
Collateral which, in accordance with Article 9 of the UCC in any applicable jurisdiction, can be perfected only by possession.
Should any Lender (other than Agent) obtain possession of any such Collateral, such Lender shall hold such Collateral for purposes
of perfecting a security interest therein for the benefit of Lenders, notify Agent thereof and, promptly upon Agent’s request
therefor, deliver such Collateral to Agent or otherwise act in respect thereof in accordance with Agent’s instructions.


 






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(j) Exercise
of Remedies. Except as set forth in Section 13.4, each Lender agrees that it will not have any right individually to
enforce or seek to enforce this Agreement or any other Loan Document or to realize upon any Collateral security for the Loans or
other Obligations; it being understood and agreed that such rights and remedies may be exercised only by Agent in accordance with
the terms of the Loan Documents.


 


13.2 Amendments,
Waivers and Consents


 


(a) Except
as otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, or
consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed
by Borrower and the Requisite Lenders (or by the Agent on their behalf) without taking into account the Revolving Exposure and/or
Commitments held by Defaulting Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that except as otherwise expressly provided herein, no
amendment, waiver or consent shall, unless in writing and signed by Borrower and all Lenders (other than any Defaulting Lender),
do any of the following at any time: (a) change the number of Lenders that shall be required for Lenders or any of them to
take any action hereunder; (b) amend the definition of “Requisite Lenders”; (c) amend this Section 13.2;
(d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loan or any fees or other amounts
payable hereunder; or (e) postpone any date on which any payment of principal of, or interest on, the Loan or any fees or
other amounts payable hereunder is required to be made; provided, further, that no amendment, waiver or consent shall, unless
in writing and signed by (i) a Lender, change the Pro Rata Share or increase the Commitment of such Lender,
(other than, for the avoidance of doubt, in conjunction with any such
change upon the occurrence of the Commitment Reallocation Trigger Date), (ii) the Agent, in addition to Lenders
required above, to take any such action that affects the rights or duties of Agent under this Agreement or any other Loan Document
and (iii) all Lenders (or by the Agent at their instruction), any change adverse to the Lenders affecting the provisions of this
Agreement relating to the Borrowing Base (including the definitions used therein), the Eligible Loans (including the definitions
used therein), or the provisions of Section 6.18 (including the definitions used therein); provided, further, that
notwithstanding clause (iii) in the immediately preceding proviso, as between Agent and Lenders, Agent shall be permitted
to waive eligibility requirements with respect to proposed Eligible Loans in its reasonable discretion consistent with past practices
without the consent of Requisite Lenders (it being understood that any such waiver shall be in Agent’s sole discretion as
between Agent and Borrower).


 


(b) In
the event Agent requests the consent of a Lender and does not receive a written denial thereof within five (5) Business Days after
such Lender’s receipt of such request, then such Lender will be deemed to have given such consent so long as such request
contained a notice stating that such failure to respond within five (5) Business Days would be deemed to be a consent by such Lender.


 


(c) In
the event Agent requests the consent of a Lender in a situation where such Lender’s consent would be required and such consent
is denied, then Agent may, at its option, require such Lender to assign its interest in the Loans to Agent for a price equal to
the then outstanding principal amount thereof due such Lender plus accrued and unpaid interest and fees due such Lender, which
principal, interest and fees will be paid to Lender when collected from Borrower. In the event that Agent elects to require any
Lender to assign its interest to Agent pursuant to this Section 13.2 Agent will so notify such Lender in writing within
forty-five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent no later than five
(5) calendar days following receipt of such notice.


 






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(d) If,
in connection with any proposed amendment, waiver or consent requiring the consent of Requisite Lenders, the consent of the Requisite
Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained being referred
to herein as a “Non-Consenting Lender”), then the Borrower shall have the right, at its sole cost and expense,
to replace each such Non-Consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 13.7(d) so
long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.


 


13.3 Set-off and
Sharing of Payments


 


In addition to any
rights and remedies now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence
and during the continuation of any Event of Default, each Lender is hereby authorized by Borrower at any time or from time to time,
to the fullest extent permitted by law, with the prior written consent of Agent and without notice to Borrower or any other Person
other than Agent (such notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances
(general or special, time or demand, provisional or final) held by such Lender at any of its offices for the account of Borrower
(regardless of whether such balances are then due to any Borrower ), and (b) other Property at any time held or owing by such
Lender to or for the credit or for the account of any Borrower, against and on account of any of the Obligations which are not
paid when due; provided, that no Lender or any such holder shall exercise any such right without prior written notice to
Agent. Any Lender that has exercised its right to set-off or otherwise has received any payment on account of the Obligations shall,
to the extent the amount of any such set off or payment exceeds its Pro Rata Share of payments obtained by all of Lenders on account
of such Obligations, purchase for cash (and the other Lenders or holders of the Loans shall sell) participations in each such other
Lender’s or holder’s Pro Rata Share of Obligations as would be necessary to cause such Lender to share such excess
with each other Lenders or holders in accordance with their respective Pro Rata Shares; provided, however, that if
all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Lender, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of such recovery. Borrower agrees, to the fullest extent
permitted by law, that (y) any Lender or holder may exercise its right to set-off with respect to amounts in excess
of its Pro Rata Share of the Obligations and may sell participations in such excess to other Lenders and holders, and (z) any
Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of set-off,
bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct
holder of Loans and other Obligations in the amount of such participation.


 






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13.4 Disbursement
of Funds


 


Agent may, on behalf
of Lenders, disburse funds to Borrower for the Advances requested. Each Lender shall reimburse Agent on demand for its Pro Rata
Share of all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender shall remit to Agent its Pro Rata Share
of any Advance before Agent disburses such Advance to or on account of Borrower. If Agent so elects to require that funds be made
available prior to disbursement to Borrower, Agent shall advise each Lender by telephone, telex or telecopy of the amount of such
Lender’s Pro Rata Share of such requested Advance no later than one (1) Business Day prior to the Borrowing Date, and each
such Lender shall pay Agent such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to Agent’s
account not later than 2:00 p.m. (New York City time). If Agent shall have disbursed funds to Borrower on behalf of any Lender
and such Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify
Borrower, and Borrower shall immediately repay such amount to Agent. Any repayment by Borrower required pursuant to this Section
13.4 shall be without premium or penalty. Nothing in this Section 13.4 or elsewhere in this Agreement or the other Loan
Documents, including, without limitation, the provisions of Section 13.5, shall be deemed to require Agent to advance funds
on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights
that Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


13.5 Settlements;
Payments; and Information


 


(a) Advances;
Payments; Interest and Fee Payments.


 


(i) The
amount of outstanding Loans pursuant to Advances may fluctuate from day to day through Agent’s disbursement of funds to or
on account of, and receipt of funds from, Borrower. In order to minimize the frequency of transfers of funds between Agent and
each Lender, notwithstanding terms to the contrary set forth in Section 13.4, Advances and repayments thereof may be settled
according to the procedures described in Sections 13.5(a)(ii) and 13.5(a)(iii). Notwithstanding these procedures,
each Lender’s obligation to fund its Pro Rata Share of any Advances made by Agent to or on account of Borrower will commence
on the date such Advances are made by Agent. Nothing contained in this Agreement shall obligate a Lender to make an Advance at
any time any Default or Event of Default exists. All such payments will be made by such Lender without set-off, counterclaim or
deduction of any kind.


 


(ii) Once
each week, or more frequently (including daily), if Agent so elects (each such day being a “Settlement Date”),
Agent will advise each Lender by 1:00 p.m. (New York City time) on a Business Day by telephone, telex or telecopy of the amount
of each such Lender’s Pro Rata Share of the outstanding Advances. In the event payments are necessary to adjust the amount
of such Lender’s share of the Advances to such Lender’s Pro Rata Share of the Advances, the party from which such payment
is due will pay the other party, in same day funds, by wire transfer to the other’s account not later than 2:00 p.m. (New
York City time) on the Business Day following the Settlement Date.


 


(iii) Not
later than the first Business Day after the Payment Date of each month (“Interest Settlement Date”),
Agent will advise each Lender by telephone or facsimile of the amount of interest and fees charged to and collected from Borrower
for the preceding month in respect of the Loans. Provided that such Lender has made all payments required to be made by it under
this Agreement and provided that Lender has not received its Pro Rata Share of interest and fees directly from Borrower, Agent
will pay to such Lender, by wire transfer to such Lender’s account (as specified by such Lender on Schedule A of this
Agreement as amended by such Lender from time to time after the date hereof pursuant to the notice provisions contained herein
or in the applicable Lender Addition Agreement) not later than 2:00 p.m. (New York City time) on the next Business Day following
the Interest Settlement Date, such Lender’s share of such interest and fees.


 






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(b) Availability
of Lenders’ Pro Rata Share.


 


(i) Unless
Agent has been notified by a Lender prior to any proposed Borrowing Date of such Lender’s intention not to fund its Pro Rata
Share of an Advance, Agent may assume that such Lender will make such amount available to Agent on the proposed Borrowing Date
or the Business Day following the next Settlement Date, as applicable; provided, however, that nothing contained
in this Agreement shall obligate a Lender to make an Advance at any time any Default or Event of Default exists. If such amount
is not, in fact, made available to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from
such Lender without set-off, counterclaim or deduction of any kind.


 


(ii) Nothing
contained in this Section 13.5(b) will be deemed to relieve a Lender of its obligation to fulfill its commitments or to
prejudice any rights Agent, any other Lender or Borrower may have against such Lender as a result of any default by such Lender
under this Agreement.


 


(c) Return
of Payments.


 


(i) If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by Agent from any Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount
from such Lender without set-off, counterclaim or deduction of any kind.


 


(ii) If
Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Borrower or paid to
any other Person pursuant to any Debtor Relief Law or otherwise, then, notwithstanding any other term or condition of this Agreement,
Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand
any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is
required to pay to Borrower or such other Person, without set-off, counterclaim or deduction of any kind.


 


13.6 Dissemination
of Information


 


Upon request by a Lender,
Agent will distribute promptly to such Lender, unless previously provided by any Borrower to such Lender, copies of all notices,
schedules, reports, projections, financial statements, agreements and other material and information, including, without limitation,
financial and reporting information received from Borrower or generated by a third party (and excluding only internal information
generated by Pacific Western for its own use as a Lender or as Agent and any attorney-client privileged communications or work
product), as provided for in this Agreement and the other Loan Documents as received by Agent. Agent shall not be liable to any
of Lenders for any failure to comply with its obligations under this Section 13.6, except to the extent that such failure
is attributed to Agent’s gross negligence or willful misconduct and results in demonstrable damages to such Lender as determined,
in each case, by a court of competent jurisdiction on a final and non-appealable basis.


 






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13.7 Defaulting
Lender


 


(a) Agent
may recover from a Defaulting Lender on demand the Defaulting Lender’s Pro Rata Share of any Loans made available by Agent
on such Lender’s behalf that Defaulting Lender fails to pay to Agent or any other amount owing by a Defaulting Lender to
Agent hereunder that such Defaulting Lender fails to pay to Agent.


 


(b) The
failure of any Lender to fund its Pro Rata Share of any Advance shall not relieve any other Lender of its obligation to fund its
Pro Rata Share of such Advance. Conversely, no Lender shall be responsible for the failure of another Lender to fund such other
Lender’s Pro Rata Share of an Advance.


 


(c) Agent
shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s
benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Agent may hold and, in its discretion,
re-lend to Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes
of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall
be deemed not to be a Lender and such Lender’s Commitment or Loans made by it, as applicable, for such purposes shall be
deemed to be zero. This Section shall remain effective with respect to such Lender until (i) the Defaulting Lender has paid
all amounts required to be paid to Agent hereunder or (ii) Borrower, the Requisite Lenders and Agent shall have waived such
Lender’s default in writing. The operation of this Section shall not be construed to increase or otherwise affect the Commitment
of any Lender or to relieve or excuse the performance by Borrower of its duties and obligations hereunder.


 


(d) If
any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 12.2), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided,
that (i) the Borrower shall have received the prior written consent of the Agent which consent shall not unreasonably be withheld
or delayed, and (ii) 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, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).  A Lender
shall not be required to make any such assignment and delegation if prior thereto the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 






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13.8 Taxes


 


(a) Subject
to Section 13.8(g), any and all payments by or on account of any obligations of Borrower to each Lender or Agent under this
Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for, any and all present
or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (including penalties,
interest and additions to tax), imposed by any Governmental Authority, excluding, in the case of each Lender and Agent, (i) such
taxes (including income taxes or franchise taxes) as are imposed on or measured by the net income, overall receipts or total capital
of such Lender or Agent, respectively, by the jurisdiction in which such Lender or Agent, as the case may be, is organized or maintains
a Lending Office or any political subdivision thereof, and (ii) any branch profits taxes imposed by the United States of America
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to
as “Taxes”).


 


(b) In
addition, Borrower shall pay to the relevant Governmental Authority any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery
or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other
Taxes”) not paid pursuant to Section 13.8(a).


 


(c) Subject
to Section 13.8(g), Borrower shall indemnify, defend and hold harmless each Lender and Agent for the full amount of any
and all Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section
13.8) paid or payable by such Lender or Agent and any liability (other than any penalties, interest, additions, and expenses
that accrue after the 180th day after the receipt by Agent or such Lender of written notice of the assertion of such
Taxes or Other Taxes unless before the date that Agent or such Lender provides Borrower with a certificate relating thereto pursuant
to Section 13.8(1)) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted by the relevant Governmental Authority. Payments under this indemnification shall be made within thirty (30) days
from the date any Lender or Agent makes written demand therefor.


 


(d) If
Borrower shall be required by applicable law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Lender or Agent, then, subject to Section 13.8(g):


 


(i) the
sum payable shall be increased to the extent necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section 13.8), such Lender or Agent, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made;


 


(ii) Borrower
shall make such deductions; and


 


(iii) Borrower
shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


 


(e) As
soon as practicable after the date of any payment by Borrower of Taxes or Other Taxes to a Governmental Authority, Borrower shall
furnish to Agent (and the applicable Lender) the original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to Agent (and the applicable Lender).


 






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(f) Each
Lender that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or
organized in or under the laws of the United States (or any jurisdiction thereof), or any estate or trust that is subject to federal
income taxation regardless of the source of its income or is otherwise a “foreign person” within the meaning of Treasury
Regulation Section 1.1441-1(c) (a “Non-U.S. Lender”) shall deliver to Borrower and Agent (or, in the
case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the
assigning Lender and Agent and not to Borrower) two (2) copies of each applicable U.S. Internal Revenue Service Form W-8BEN, Form
W-8IMY or Form W-8ECI, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from United States federal withholding tax on all payments by Borrower under this Agreement
and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any
form previously delivered by such Non-U.S. Lender. In addition to properly completing and duly executing Forms W-8BEN or W-8IMY
(or any subsequent versions thereof or successor thereto), if such Non-U.S. Lender is claiming an exemption from withholding of
United States Federal income tax under Section 871(h) or 881(c) of the Code, such Lender hereby represents and warrants that (A) it
is not a “bank” within the meaning of Section 881(c) of the Code, (B) it is not subject to regulatory or other
legal requirements as a bank in any jurisdiction, (C) it has not been treated as a bank for purposes of any tax, securities
law or other filing or submission made to any governmental securities law or other legal requirements, (D) it is not a “10
percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code of Borrower, (E) it is not a controlled
foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code and (F) none
of the interest arising from this Agreement constitutes contingent interest within the meaning of Section 871(h)(4) or Section
881(c)(4) of the Code and such Non-U.S. Lender agrees that it shall provide Agent, and Agent shall provide to Borrower (or, in
the case of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to
the assigning Lender and Agent and not to Borrower), with prompt notice at any time after becoming a Lender hereunder that it can
no longer make the foregoing representations and warranties. Each Non-U.S. Lender shall promptly notify Borrower (or, in the case
of an assignment that is not disclosed to Borrower in accordance with the provisions of Section 12.2, solely to the assigning
Lender and Agent and not to Borrower) at any time it determines that it is no longer in a position to provide any previously delivered
form or certificate (or any other form of certification adopted by the U.S. taxing authorities for such purpose). If a payment
made to a Lender under any Loan Document would be subject to U.S. federal 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 Borrower and the Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the 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 Borrower or
Agent as may be necessary for the Borrower and the Agent to (x) comply with their obligations under FATCA and to determine that
such Lender has complied with such Lender’s obligations under FATCA or (y) determine the amount to deduct and withhold from
such payment. Notwithstanding any other provision of this section, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this subsection that such Non-U.S. Lender is not legally able to deliver. Each Lender who makes an assignment pursuant
to Section 12.2 where the assignment and assumption agreement is not delivered to Borrower shall indemnify and agree to
hold Agent, Borrower and the other Lenders harmless from and against any United States federal withholding tax, interest and penalties
that would not have been imposed but for (i) the failure of the Affiliate or the Related Fund that received such assignment
under Section 12.2 to comply with this Section 13.8(f) or (ii) the failure of such Lender to withhold and pay
such tax at the proper rate in the event such Affiliate or Related Fund does not comply with this Section 13.8(f) (or complies
with Section 13.8(f) but delivers forms indicating it is entitled to a reduced rate of such tax). Upon Borrower’s
reasonable request, any Lender that is a U.S. Lender shall deliver to Borrower and Agent (i) a properly prepared and duly
executed U.S. Internal Revenue Service Form W-9, or any subsequent versions thereof or successors thereto, certifying that such
Lender is entitled to receive any and all payments under this Agreement and each other Loan Document free and clear from withholding
of United States federal income taxes and (ii) such other reasonable documentation as will enable Borrower and/or Agent to
determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each Person that shall
become a Participant pursuant to Section 12.2 shall, on or before the date of the effectiveness of the related transfer,
be required to provide all of the forms, certifications and statements required pursuant to this Section 13.8(f) and Section
13.8(h), and shall make the representations and warranties set forth in clauses (A) — (F) above; provided,
that the obligations of such Participant, pursuant to this Section 13.8(f) and Section 13.8(h), shall be determined
as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements
to Lender from which the related participation shall have been purchased.


 






    128


     


    

 


(g) Borrower
will not be required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 13.8(d)
to any Lender or Agent or to indemnify any Lender or Agent pursuant to Section 13.8(c) to the extent that (i) the obligation
to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section
13.8(f) for any reason; (ii) with respect to a Lender, the obligation to withhold amounts with respect to United Stated
Federal income tax existed on the date such Lender became a party to this Agreement or, with respect to payments to a lending office
newly designated by a Lender (a “New Lending Office”), the date such Lender designated such New Lending
Office with respect to the applicable Loan; provided, however, that this clause (ii) shall not apply to the
extent the additional amounts any Lender (or Transferee) through a New Lending Office, would be entitled to receive (without regard
to this clause (ii)) do not exceed the additional amounts that the Person making the transfer, or Lender (or Transferee)
making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation;
(iii) the Internal Revenue Service has determined (which determination shall be final and non-appealable) that such Lender
or Agent is treated as a “conduit entity” within the meaning of Treasury Regulation Section 1.881-3 or any successor
provision; provided, however, that nothing contained in this clause (iii) shall preclude the payment of additional
amounts or indemnity payments by Borrower to the person for whom the “conduit entity” is acting; or (iv) such
Lender is claiming an exemption from withholding of United States Federal income tax under Sections 871(h) or 881(c) of the Code
but is unable at any time to make the representations and warranties set forth in clauses (A) (F) of Section 13.8(f);
or (v) any U.S. federal withholding taxes imposed under FATCA, including, for the avoidance of doubt, U.S. federal withholding
taxes if imposed under FATCA as a result of a Lender’s failure to comply with legislation with respect to or implementing
an intergovernmental agreement entered into by two or more Governmental Authorities with respect to FATCA.


 






    129


     


    

 


(h) Each
Non-U.S. Lender agrees to provide Borrower and Agent, upon the reasonable request of Borrower, such other forms or documents as
may be reasonably required under applicable law in order to establish an exemption from or eligibility for a reduction in the rate
or imposition of Taxes or Other Taxes. If, at any time, Borrower requests any Lender to deliver any such additional forms or other
documentation, then Borrower shall, on demand of such Lender through Agent, reimburse such Lender for any out-of-pocket costs and
expenses (including reasonable attorneys’ fees and expenses) reasonably incurred by such Lender in the preparation or delivery
of such forms or other documentation.


 


(i) If
Borrower is required to pay additional amounts to or for the account of any Lender or Agent pursuant to this Section 13.8,
then such Lender or Agent shall use its reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate
or document reasonably requested by Borrower or to designate a Lending Office from a different jurisdiction (if such a Lending
Office exists) so as to eliminate or reduce any such additional payments by Borrower which may accrue in the future if such filing
or changes in the reasonable judgment of such Lender or Agent, would not require such Lender to disclose information such Lender
deems confidential and is not otherwise disadvantageous to such Lender or Agent.


 


(j) If
Agent or a Lender, in its reasonable judgment, receives a refund of any Taxes or Other Taxes as to which it has been indemnified
by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 13.8 and no Default or
Event of Default exists, it shall promptly pay to Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by Borrower under this Section 13.8 with respect to the Taxes or Other Taxes
giving rise to such refund) and any interest paid by the relevant Governmental Authority with respect to such refund; provided,
that Borrower, upon the request of Agent or such Lender, shall repay the amount paid over to Borrower (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) to Agent or such Lender in the event Agent or such Lender is required
to repay the applicable refund to such Governmental Authority.


 


(k) Notwithstanding
anything herein to the contrary, if Agent is required by law to deduct or withhold any Taxes or Other Taxes or any other taxes
from or in respect of any sum payable to any Lender by Borrower or Agent, Agent shall not be required to make any gross-up payment
to or in respect of such Lender, except to the extent that a corresponding gross-up payment is actually received by Agent from
Borrower.


 


(l) Any
Lender claiming reimbursement or compensation pursuant to this Section 13.8 shall deliver to Borrower (with a copy to Agent)
a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive
and binding on Borrower in the absence of manifest error.


 


(m) The
agreements and obligations of Borrower in this Section 13.8 shall survive the payment of all other Obligations.


 






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13.9
Inability to Determine Rates


 


If
Agent determines that (i) for any reason adequate and reasonable means do not exist for determining the LIBOR Rate with respect
to a proposed Advance, (ii) it is illegal or unlawful for to make or incur Advances based on the LIBOR Rate, or (iii) that the
LIBOR Rate with respect to a proposed Advance does not adequately and fairly reflect the cost to the Lenders of funding such Advance,
Agent will promptly notify Borrower and all Lenders. Thereafter, the obligation of the Lenders to make Advances or maintain the
Loan based on the LIBOR Rate shall be suspended until Agent revokes such notice in writing.


 


13.9
Discontinuation of LIBOR; Selection of Alternative Index


 


(a) Agent
and Borrower acknowledge that the discontinuation of LIBOR is a future event over which neither Agent nor Borrower has influence
but which will necessarily affect the Pre-Replacement Rate. Accordingly, the Agent shall use reasonable efforts to select an Alternative
Index that Agent in good faith believes is a practical means of preserving the parties’ intent relative to the economics
of the Pre-Replacement Rate. Notwithstanding the foregoing, the parties acknowledge that, initially and/or over time, the Alternative
Rate will differ from the Pre-Replacement Rate. In selecting the Alternative Index, the Agent shall consider to what extent and
the manner in which industry-accepted substitutes for the Index have been established, and the parties acknowledge that different
Alternative Indexes may be selected for different types of loans and transactions. Borrower agrees that Agent shall not be liable
in any manner for its selection of an Alternative Index pursuant to this Section.


 


(b) The
Alternative Rate shall be used in lieu of the Pre-Replacement Rate, and all references in this Agreement to the Pre-Replacement
Rate shall be deemed to refer to the Alternative Rate, effective as of the date specified by Agent in a written notice given by
Agent to Borrower. To the extent practicable, such notice shall be given at least thirty (30) days prior to the effective date.
The Alternative Index shall remain in effect from the effective date set forth in such notice until the Maturity Date, as such
may be extended, unless such an instance occurs where the Alternative Index is no longer available, in which case the provisions
of this section will again apply for purposes of replacing the Alternative Index..


 


13.10 Patriot Act


 


Each Lender that is
subject to the requirements of the Patriot Act and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower,
which information includes the name and address of Borrower and other information that will allow Agent and each Lender to identify
Borrower in accordance with the Patriot Act. Borrower shall, promptly following a request by Agent or any Lender, provide all documentation
and other information that Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know
your customer” an anti-money laundering rules and regulations, including the Patriot Act.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK;
SIGNATURE PAGES FOLLOW]


 






    131


     


    

 





IN WITNESS WHEREOF,
each of the parties has duly executed this Loan and Security Agreement as of the date first written above.


 


BORROWER:


 


HARVEST CAPITAL CREDIT CORPORATION,


a Delaware corporation


 


By:                                                                           


Name:


Title: 


 


Address:


 


Harvest Capital Credit Corporation


767 Third Ave., 29th Floor


New York, New York 10017


Attn: William E. Alvarez, Jr., CFO


Email: balvarez@harvestcaps.com


 


with a copy to:


 


Eversheds Sutherland
(US)Dechert LLP


1900
K Street N.W.


Washington,
DC 20006


999 Peachtree Street NE, Suite 2300


Atlanta, Ga 30309-3996


Attn: Eric R. FenichelHarry
Pangas


Email: ericfenichel@eversheds-sutherlandharry.pangas@dechert.com


 


 


 


 


 


 


 


[Signature Page to Loan
and Security Agreement]


 



     


     


    

 





AGENT AND A LENDER:


 


CAPITALSOURCE BANK,


a California industrial bank


 


By:                                                                


Name:


Title: 


 


Address:


 


Pacific Western


5404 Wisconsin Ave, 2nd Floor


Chevy Chase, Maryland 20815


Attn: Sue Choi


 


with a copy to:


 


Holland & Knight LLP


300 Crescent Court, Suite 1100


Dallas, Texas 75201


Attn: Matthew Fontane


 


 


 


 


 


 


 


 


[Signature Page to Loan
and Security Agreement]


 






     


     


    

 


LENDER:


 


CITY NATIONAL BANK,


as a Lender


 


By:                                                               


Name:


Title:


 


Address:


 


City National Bank


555 South Flower Street, 24th Floor


Los Angeles, CA 90071


Attn: Eric Lo, Vice President


Fax: (213) 673-9801


Email: eric.lo@cnb.com


 


 


 


 


 


 


 


 


[Signature Page to Loan
and Security Agreement]


 






     


     


    

 





SCHEDULE A


 


Commitments; Account Information


 


	Prior to the Commitment Reallocation Trigger Date
	Lender	Commitments
	Dollars	Percentage
	Pacific Western Bank	$40,000,00032,728,500.00	72.772.73%
	City National Bank	$15,000,00012,271,500.00	27.327.27%
	TOTAL	$45,000,000.00	100.00%


 


	Lender	Account Information
	
        Pacific Western Bank

        5404 Wisconsin Ave, 2nd Floor

        Chevy Chase, Maryland 20815

        Attn: Karen Ruano

        Fax: (301) 272-3688

        Email: kruano@capitalsource.com

         
	
        Bank:Bank of America

        Location: Charlotte, NC

        ABA: 026009593

        Name: Capital Source Funding LLC SFG

        Number:003938703751

        Reference: 5741 – Harvest Capital Credit Corporation

         

	
        City National Bank

        555 South Flower Street, 24th Floor

        Los Angeles, CA 90071

        Attn: Elena Garcia

        Fax: (310) 297-8737

        Email: 354syndi@cnb.com

         
	
        Bank:City National Bank

        Location: El Segundo, CA

        ABA: 122016066

        Name: Wire Transfer Bank Control

        Number:101306674

        Reference: Harvest Capital Credit Corporation

         



 






     


     


    

 





Annex I


 


LETTERS OF CREDIT


 


Subject to the terms
and conditions of this Annex and of this Agreement, Agent may from time to time prior to the expiration of the Revolving Period
cause the L/C Issuer to issue Standby Letters of Credit for the account of Borrower; provided, however, that the
Lenders shall not issue or to cause to be issued any Standby Letters of Credit (i) to the extent that the issuance of such
Standby Letters of Credit would then cause the sum of the outstanding Advances and all outstanding Letter of Credit Usage, to exceed
the lesser of (x) the Maximum Loan Amount, and (y) the Availability (with the requested Standby Letters
of Credit being deemed to be outstanding for the purposes of calculating Availability), or (ii) if a Default or an Event of
Default shall have occurred and be continuing or would exist after giving effect to the issuance of the Standby Letter of Credit
on such date. The maximum amount of outstanding Standby Letters of Credit under this Agreement shall not exceed $2,000,000 in the
aggregate at any time. Each disbursement or payment by the L/C Issuer any Lender (with respect to its participation in any Standby
Letter of Credit) of an amount drawn under Standby Letters of Credit shall be deemed to be an Advance, or shall be automatically
reimbursed to the L/C Issuer or Agent (on behalf of the L/C Issuer) as an Advance, made pursuant to this Agreement and shall bear
interest at the Applicable Rate as of the date of such Advance pursuant to this Agreement. Standby Letters of Credit that have
not been drawn upon shall not bear interest.


 


(a) Borrower
may from time to time upon notice not later than 11:00 a.m., New York City time, at least three (3) Business Days in advance, request
that Pacific Western (and in Agent’s sole discretion, the other Lenders) assist Borrower in establishing or opening a Standby
Letter of Credit by delivering to Agent on Pacific Western’s (or such other L/C Issuer’s) standard form of standby
letter of credit application (the “Standby Letter of Credit Application”) completed to the satisfaction
of the L/C Issuer and such other certificates, documents and other papers and information as Agent or the L/C Issuer, respectively
may reasonably request.


 


(b) Each
Standby Letter of Credit shall, among other things, (i) provide for the payment of sight drafts when presented for honor thereunder
in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later
than twelve (12) months after such Standby Letter of Credit’s date of issuance (provided, that such expiry date may
be renewed for additional twelve (12) month periods unless L/C Issuer or Agent and Lenders notifies Borrower otherwise) and in
no event later than the Maturity Date. Each Standby Letter of Credit Application and each Standby Letter of Credit shall be subject
to the International Standby Practices (ISP98) issued by the Institute for International Banking Law and Practice, Inc., and any
amendments or revision thereof.


 


(c) In
connection with the issuance of any Standby Letter of Credit issued on behalf of Borrower, Borrower shall indemnify, save and hold
Agent, each Lender, and each L/C Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments
made by Agent and any Lender or any L/C Issuer, and reasonable expenses and reasonable attorneys’ fees incurred by Agent
and any Lender or any L/C Issuer arising out of, or in connection with, any Standby Letter of Credit to be issued for the account
of Borrower. Borrower shall be bound by the L/C Issuer’s regulations and good faith interpretations of any Standby Letter
of Credit issued or created for Borrower’s account, although these interpretations may be different from Borrower’s
own; and, neither Agent, any Lender nor any L/C Issuer, nor any of its correspondents shall be liable for any error, negligence,
or mistakes, whether of omission or commission, in following Borrower’s instructions or those contained in any Standby Letter
of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Standby Letter of Credit, except
for Agent’s, any Lender’s, such L/C Issuer’s or such correspondents’, as the case may be, gross negligence,
bad faith or willful misconduct.


 






    Annex I - 1


     


    

 


(d) Borrower
shall authorize and direct the L/C Issuer to name Borrower as the “Account Party” therein and to deliver to Agent and
Lenders all instruments, documents, and other writings and property received by the L/C Issuer pursuant to the Standby Letters
of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection
with the Standby Letters of Credit and the applications therefor.


 


(e) To
the extent (x) Pacific Western has agreed to issue a requested Standby Letter of Credit as L/C Issuer, or (y) Agent
has (in its sole discretion) requested that another Lender (in such Lender’s sole discretion) agree to issue any such requested
Standby Letter of Credit in such Lender’s own name (as an L/C Issuer), upon any issuance of such Standby Letter of Credit
in accordance with the terms of this Agreement, with respect to such Standby Letter of Credit and all disbursements made with respect
to such Standby Letter of Credit, each Lender shall be deemed to have irrevocably purchased, without recourse or warranty, an undivided
interest and participation (in an amount equal to such Lender’s respective Pro Rata Share) in such Standby Letter of Credit,
the aggregate amount of all disbursements made with respect to such Standby Letter of Credit, and each Advance made as a consequence
of such disbursement. Each Lender shall make the amount of its participation in such Advance available to Agent (for the benefit
of the L/C Issuer) not later than 2:00 p.m. (Eastern Time) on the Business Day following such Advance in same day funds by wire
transfer to Agent’s account.


 


(f) By
making available to Agent the amount of its participation in any Advance made as a consequence of any disbursement on a Standby
Letter of Credit, such Lender shall be deemed to have made a Loan to Borrower, which, upon receipt thereof by Agent for the benefit
of such L/C Issuer, the Borrower shall be deemed to have used in whole to repay the related Letter of Credit Usage.


 


(g) The
obligations of each Lender to make payments to Agent, for the account of any L/C Issuer, with respect to a Standby Letter of Credit
shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions
of this Agreement under all circumstances, including, without limitation, any of the following circumstances:


 


(a) any
lack of validity or enforceability of this Agreement or any of the Loan Documents;


 


(b) the
existence of any claim, setoff, defense or other right that Borrower may have at any time against a beneficiary named in such Standby
Letter of Credit or any transferee of such Standby Letter of Credit (or any Person for which any such transferee may be acting),
Agent, L/C Issuer, any Lender, or any other Person, whether in connection with this Agreement, such Standby Letter of Credit, the
transactions contemplated herein or any related transactions (including any underlying transactions between a Borrower or any other
party and the beneficiary named in such Standby Letter of Credit);


 






    Annex I - 2


     


    

 


(c) any
draft, certificate or any other document presented under such Standby Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;


 


(d) the
surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the Loan
Documents;


 


(e) any
failure by Agent to provide any notices required pursuant to this Agreement relating to such Standby Letter of Credit;


 


(f) any
payment by the L/C Issuer under any of the Standby Letters of Credit against presentation of a draft or certificate which does
not comply with the terms of such Standby Letter of Credit (if, in the good faith opinion of the L/C Issuer, such prepayment is
deemed to be appropriate);


 


(g) any
adverse change in the condition (financial or otherwise) of the Borrower; or


 


(h) the
occurrence and continuation of any Default or Event of Default.


 


*      *      *      *      *


  








    Annex I - 3


     


    

  


ANNEX
B


TO
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


Schedule
2.1 (Borrowing Certificate (April 24, 2020)) to Loan Agreement


 


(See
attached.)


 




     


     


    

 


Schedule
2.1 – Borrowing Certificate (April 24, 2020)


 


(See
attached.)