Exhibit 10.1


 


Execution Version





 


 


FOURTH AMENDED AND RESTATED


 


LOAN AGREEMENT


 


dated as of


 


November 22, 2019


 


among


 


WHITEHORSE FINANCE CREDIT I, LLC


 


The Financing Providers Party Hereto


 


The Collateral Administrator, Collateral
Agent and Securities Intermediary Party Hereto


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent


 


and


 


WHITEHORSE FINANCE, INC.,

as Portfolio Manager


 


 


 









     


     


    

 







Table of Contents


 


	 	  	 Page
	 	 	 
	 	ARTICLE I	 
	 	THE PORTFOLIO INVESTMENTS	 
	 	 	 
	SECTION 1.01.	Purchases of Portfolio Investments	20
	SECTION 1.02.	Procedures for Purchases and Related Financings	21
	SECTION 1.03.	Conditions to Purchases or Substitutions	21
	SECTION 1.04.	Sales of Portfolio Investments	22
	SECTION 1.05.	Substitution	24
	SECTION 1.06.	Certain Assumptions Relating to Portfolio Investments	24
	SECTION 1.07.	Currency Equivalents	25
	 	 	 
	 	ARTICLE II	 
	 	THE FINANCINGS	 
	 	 	 
	SECTION 2.01.	Financing Commitments	25
	SECTION 2.02.	[reserved]	25
	SECTION 2.03.	Financings; Use of Proceeds	25
	SECTION 2.04.	Other Conditions to Financings	27
	SECTION 2.05.	Commitment Increase Option	28
	 	 	 
	 	ARTICLE III	 
	 	ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS	 
	 	 	 
	SECTION 3.01.	The Advances	29
	SECTION 3.02.	General	33
	SECTION 3.03.	Taxes	33
	 	 	 
	 	ARTICLE IV	 
	 	COLLECTIONS AND PAYMENTS	 
	 	 	 
	SECTION 4.01.	Interest Proceeds	36
	SECTION 4.02.	Principal Proceeds	37
	SECTION 4.03.	Principal and Interest Payments; Prepayments; Commitment Fee	38
	SECTION 4.04.	MV Cure Account	39
	SECTION 4.05.	Priority of Payments	39
	SECTION 4.06.	Payments Generally	40
	SECTION 4.07.	Termination or Reduction of Financing Commitments	41
	 	 	 
	 	ARTICLE V	 
	 	THE PORTFOLIO MANAGER	 
	 	 	 
	SECTION 5.01.	Appointment and Duties of the Portfolio Manager	42
	SECTION 5.02.	Portfolio Manager Representations As to Eligibility Criteria; Etc.	42
	SECTION 5.03.	Limitation of Liability; Indemnification	43
	 	 	 
	 	ARTICLE VI	 
	 	REPRESENTATIONS, WARRANTIES AND COVENANTS	 
	 	 	 
	SECTION 6.01.	Representations and Warranties	44
	SECTION 6.02.	Covenants of the Company	47
	SECTION 6.03.	Amendments of Portfolio Investments, Etc.	53





 



     


     


    




 


	 	ARTICLE VII	 
	 	EVENTS OF DEFAULT	 
	 	 	 
	 	ARTICLE VIII	 
	 	ACCOUNTS; COLLATERAL SECURITY	 
	 	 	 
	SECTION 8.01.	The Accounts; Agreement As to Control	56
	SECTION 8.02.	Collateral Security; Pledge; Delivery	59
	 	 	 
	 	ARTICLE IX	 
	 	THE AGENTS	 
	 	 	 
	SECTION 9.01.	Appointment of Administrative Agent and Collateral Agent	62
	SECTION 9.02.	Additional Provisions Relating to the Collateral Agent, Securities Intermediary and the Collateral Administrator	65
	 	 	 
	 	ARTICLE X	 
	 	MISCELLANEOUS	 
	 	 	 
	SECTION 10.01.	Non-Petition; Limited Recourse; Limited Recourse	68
	SECTION 10.02.	Notices	68
	SECTION 10.03.	No Waiver	68
	SECTION 10.04.	Expenses; Indemnity; Damage Waiver; Right of Setoff	70
	SECTION 10.05.	Amendments	70
	SECTION 10.06.	Successors; Assignments	72
	SECTION 10.07.	Governing Law; Submission to Jurisdiction; Etc.	73
	SECTION 10.08.	Interest Rate Limitation	73
	SECTION 10.09.	PATRIOT Act	73
	SECTION 10.10.	Counterparts	73
	SECTION 10.11.	Headings	73
	SECTION 10.12.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	73
	 	 	 
	Schedules	 	 
	 	 	 
	Schedule 1	Transaction Schedule	 
	Schedule 2	Contents of Notice of Acquisition	 
	Schedule 3	Eligibility Criteria	 
	Schedule 4	Concentration Limitations	 
	Schedule 5	Initial Portfolio Investments	 
	Schedule 6	Moody’s Industry Classifications	 
	 	 	 
	Exhibit	 	 
	 	 	 
	Exhibit A	Form of Request for Advance	 


 







 



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FORTH AMENDED AND RESTATED LOAN AGREEMENT,
dated as of November 22, 2019 (this "Agreement"), among WHITEHORSE FINANCE CREDIT I, LLC, as borrower (the
 "Company"); WHITEHORSE FINANCE, INC. (the "Portfolio Manager"); the Financing Providers
party hereto; the Collateral Agent party hereto (in such capacity, the "Collateral Agent"); the Collateral Administrator
party hereto (in such capacity, the "Collateral Administrator"); the Securities Intermediary party hereto (in
such capacity, the "Securities Intermediary"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative
agent for the Financing Providers hereunder (in such capacity, the "Administrative Agent").


 


The parties hereto have entered into that
certain Loan Agreement, dated as of December 23, 2015, as amended and restated as of June 27, 2016, as further amended
October 14, 2016, as further amended and restated as of June 29, 2017, as further amended and restated as of May 15,
2018, as further amended as of November 19, 2018 and as further amended as of July 19, 2019 (the "Original Agreement").


 


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


 


The Company has entered into a Sale and Contribution
Agreement (the "Parent Sale Agreement"), dated as of December 23, 2015, between the Company and WhiteHorse
Finance, Inc. (the "Parent"), pursuant to which the Company acquired certain Portfolio Investments listed,
together with certain other Portfolio Investments acquired by the Company on the Effective Date, on Schedule 5 hereof (the "Initial
Portfolio Investments") and from time to time may acquire additional Portfolio Investments from the Parent.


 


The Company has formed the Permitted Subsidiary
to purchase or originate certain loans made to obligors in the State of California (the "Subsidiary Investments")
and the Company wishes to provide proceeds of Advances to the Permitted Subsidiary from time to time for that purpose.


 


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


 


Accordingly, the parties hereto agree that
the Original Agreement is hereby amended and restated in its entirety as follows:


 


Certain Defined Terms


 


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


 


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


 


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


 






    


     


    

 








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


 


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


 


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


 


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


 


"Amendment Date" means the
date of this Agreement.


 


"Amendment Date Letter" means
that letter agreement, dated as of the Amendment Date, by and between the Company and the Administrative Agent.


 


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


 


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


 


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


 


"Asset Pledge Agreement"
means the asset pledge agreement, dated May 15, 2018, between the Permitted Subsidiary and Citibank, N.A., in its capacity
as collateral agent, related to the Pledged Accounts and the other assets of the Permitted Subsidiary.


 


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


 


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


 


 








 






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Where:


 


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


 


PP = Principal Proceeds then on deposit in
the Accounts and the Permitted CAD Accounts (including cash and Eligible Investments (other than Principal Proceeds that have been
identified for use to settle outstanding Purchase Commitments which have traded but not settled)); and


 


AR = 60%.


 


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


calculation or conversion of amounts denominated in CAD, Business
Day shall be deemed to exclude any day on which banks are required or authorized to be closed in Toronto, Canada.


 


"CAD" and "C$"
mean Canadian dollars.


 


"CAD Collection Account"
means the account established by the Securities Intermediary (acting through its London Branch) in accordance with Section 8.01
and designated as the "CAD Collection Account".


 


"CAD Equivalent" means, with
respect to any amount in USD, the amount of CAD that could be purchased with such amount of USD using the reciprocal foreign exchange
rate(s) obtained as described in the definition of the term Spot Rate.


 


"CAD Obligation" means any
Portfolio Investment denominated in CAD.


 


"CAD Unfunded Exposure Account"
means the account established by the Securities Intermediary (acting through its London Branch) in accordance with Section 8.01
and designated as the "CAD Unfunded Exposure Account".


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


"Commitment Increase Date"
means any Business Day on which the Administrative Agent (in its sole discretion) approves in writing (which may be by email),
with a copy to the Collateral Administrator and the Collateral Agent, a Commitment Increase Request.


 


"Commitment Increase Request"
means, on any date prior to the termination of the Reinvestment Period, the request of the Company in writing (which may be by
email) to the Administrative Agent and the Lenders for an increase of the Financing Commitments pursuant to Section 2.05.


 


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


 


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


 


"Credit Risk Parties" has
the meaning set forth in Article VII(b).


 






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"Currency" means USD and
CAD.


 


"Currency Shortfall" has
the meaning specified in Section 4.06(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


"Dollar Equivalent" means,
with respect to any Advance denominated in CAD, the amount of USD that would be required to purchase the amount of CAD of such
Advance using the reciprocal foreign exchange rates obtained as described in the definition of the term Spot Rate.


 






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


 


"Effective Date" means December 23,
2015.


 


"Eligibility Criteria" has
the meaning set forth in Section 1.03(1).


 


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


 


"Equity Pledge Agreement"
means the Equity Pledge Agreement, dated as of May 15, 2018, among the Company, as pledgor, and the Collateral Agent, as security
agent, pursuant to which the Company pledges all of its rights, title and interest in the equity interests in the Permitted Subsidiary
to the Collateral Agent, for the benefit of the Secured Parties.


 


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


 


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


 


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


 


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


 


"Excess Interest Proceeds"
means, at any time of determination, the excess of (1) amounts then on deposit in the Accounts and the Permitted CAD Accounts
representing Interest Proceeds over (2) the projected amount required to be paid pursuant to Section 4.05(a),
(b) and (c) on the next Interest Payment Date or the Maturity Date, as applicable, in each case, as determined
by the Company in good faith and in a commercially reasonable manner and verified by in the case of clause (1) the Collateral
Agent and otherwise by the Administrative Agent.


 






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


 


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


 


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


 


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


 


"Federal Funds Effective Rate"
means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public
website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the effective
federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement.


 


"Financing Commitment" means,
with respect to each Financing Provider and each type of Financing available hereunder at any time, the commitment of such Financing
Provider to provide such type of Financing to the Company hereunder in an amount up to but not exceeding the portion of the applicable
financing limit set forth on the Transaction Schedule that is held by such Financing Provider at such time.


 


"FLLO Loan" means any interest
in a loan, including any assignment of or participation in or other interest in a loan, that satisfies the definition of "Senior
Secured Loan" except that, at any time after an event of default under the related underlying instruments, such interest will
be paid after one or more tranches of Senior Secured Loans issued by the related obligor have been paid in full in accordance with
a specified waterfall or other priority of payments as specified in the related underlying instruments, an agreement among lenders
or other applicable agreement. For the avoidance of doubt, any FLLO Loan identified as such on the related Notice of Acquisition
and approved by the Administrative Agent shall not be reclassified by the Administrative Agent after the related Trade Date.


 


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


 






    - 8 -


     


    

 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Ineligible Investment" means,
from time to time, any Portfolio Investment that fails, at such time, to satisfy the Eligibility Criteria; provided, that,
with respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on
Schedule 3, the Eligibility Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria
at any time after such waiver and such Portfolio Investment shall not be considered an "Ineligible Investment" by reason
of its failure to meet such waived criteria; provided, further, that any Portfolio Investment (other than an Initial
Portfolio Investment) which has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior
to its Trade Date or Substitution Date, as applicable, will be deemed to be an Ineligible Investment until such later date (if
any) on which such Portfolio Investment is so approved.


 


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


 






    - 9 -


     


    

 


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


 


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


 


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


 


"IRS" means the United States
Internal Revenue Service.


 


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


 


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


 


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


 


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


 


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


 


"Loan Documents" means this
Agreement, the Asset Pledge Agreement, the Equity Pledge Agreement, the Parent Sale Agreement and the Amendment Date Letter.


 






    - 10 -


     


    

 


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


 


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


 


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


 


If the Portfolio Manager disputes the determination
of Market Value with respect to any Portfolio Investment (i) whose Market Value is not determined by the Administrative Agent
using Markit Group Limited or LoanX, Inc., the Portfolio Manager may, with respect to up to three such Portfolio Investments
in each calendar quarter, engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation
of the applicable Portfolio Investments and submit evidence of such valuation to the Administrative Agent and (ii) whose Market
Value is determined by the Administrative Agent using Markit Group Limited or LoanX, Inc., the Portfolio Manager may, at the
expense of the Company, obtain a written executable bid from an Independent Broker-Dealer for the lower of (x) the full principal
amount of such Portfolio Investment and (y) an amount equal to at least $7,500,000 and submit evidence of such bid to the
Administrative Agent; provided that the Administrative Agent has the ability to execute any such bid by selling any portion
of such Portfolio Investment held by the Administrative Agent or its Affiliate for its own account directly to any such Independent
Dealer (or indirectly through a broker or other intermediary reasonably acceptable to the Administrative Agent) at the time such
bid is delivered to the Administrative Agent by the Portfolio Manager.


 


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


 


Notwithstanding anything to the contrary herein,
(A) the Market Value for any Portfolio Investment shall not be greater than the par amount thereof, (B) the Market Value
of any Ineligible Investment shall be deemed to be zero, (C) the Administrative Agent shall be entitled to disregard as invalid
any bid submitted by the Portfolio Manager from any Independent Broker-Dealer if, in the Administrative Agent's good faith judgment:
(i) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Investment or
portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for such
Portfolio Investment, as reasonably determined by the Administrative Agent; or (ii) such firm bid or such firm offer is not
bona fide due to the insolvency of the Independent Broker-Dealer and (D) no valuation provided by a Nationally Recognized
Valuation Provider shall be effective unless it is in form and substance commercially reasonably acceptable to the Administrative
Agent and takes into account factors commonly used by market participants in conducting valuation processes, including without
limitation (i) industry and comparable company analysis, (ii) market yield assumptions, (iii) credit fundamentals,
cyclical nature, and outlook of the business of the Portfolio Investment's obligor; (iv) historical material debt-financed
acquisitions consummated by the Portfolio Investment's obligor (if relevant) and (v) other corporate actions taken by the
Portfolio Investment's obligor (if relevant).


 






    - 11 -


     


    

 


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


 


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


 


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


 


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


 






    - 12 -


     


    

 


"Market Value Cure Trigger"
has the meaning set forth in the Transaction Schedule.


 


"Market Value Event" means
(A) the occurrence of both of the following events (i) the Administrative Agent shall have determined and notified the
Portfolio Manager in writing as of any date that the Net Advances equal or exceed the product of (a) the Market Value Trigger
specified on the Transaction Schedule and (b) the Net Asset Value and (ii) a Market Value Cure Failure or (B) if
in connection with any Market Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed to the Company
shall fail to settle within (i) in the case of a Loan, fifteen (15) Business Days (or such longer period of time agreed to
by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any other
Portfolio Investment, three (3) Business Days (or such longer period of time agreed to by the Administrative Agent in its
sole discretion) from the related Trade Date thereof.


 


"Market Value Trigger" has
the meaning set forth in the Transaction Schedule.


 


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


 


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


 


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


 


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


 


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


 


"Minimum Equity Test" means
a test that will be satisfied on any date of determination if the sum of the Net Asset Value minus the Net Advances as of
such date exceeds the Market Value of the four (4) largest Portfolio Investments (after giving effect to any haircuts applied
for the purposes of the Concentration Limitations) as of such date.


 


"Minimum Funding Amount"
means, on any date of determination, the amount set forth in the table below; provided that, on and after any Commitment
Increase Date, the Minimum Funding Amount shall be the amount set forth in the last row below plus 70% of the increase in
the Financing Commitment resulting from the Commitment Increase Request and any prior Commitment Increase Request:


 






    - 13 -


     


    

 


	Period Start Date	Period End Date	Minimum Funding Amount 

(U.S.$)
	Amendment Date	To and including the last day of the Reinvestment Period	175,000,000


 


 


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


 


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


 


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


 


"Net Asset Value" means,
(A) the sum of (I) the Market Value of each Portfolio Investment (both owned and in respect of which there are outstanding
Purchase Commitments which have traded but not settled) in the Portfolio that is not (x) an Ineligible Investment or (y) a
Portfolio Investment which has traded but not settled (i) in the case of a Loan, within fifteen (15) Business Days (or such
longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in
the case of any other Portfolio Investment, within three (3) Business Days (or such longer period of time agreed to by the
Administrative Agent in its sole discretion) from the related Trade Date thereof, multiplied by (II) the funded principal
amount of such Portfolio Investment minus (B) the Unfunded Exposure Shortfall; provided that product of the
Market Value and the Concentration Limitation Excess will be excluded from the calculation of the Net Asset Value and assigned
a value of zero for such purposes.


 


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


 


"Non-Call Period" means the
period beginning on, and including, the Amendment Date and ending on, but excluding, November 22, 2021.


 


"Non-Call Termination Event"
means, at any time, that (a)(i) the Company has properly delivered at least ten (10) Notices of Acquisition over the
course of the prior twelve calendar month period relating to proposed Portfolio Investments having credit characteristics
similar to the Initial Portfolio Investments, (ii) each Notice of Acquisition has satisfied the Eligibility Criteria and
approval process set forth in this Agreement (other than any requirement to obtain the consent of the Administrative Agent) and
(iii) the Administrative Agent has rejected at least five (5) of such requests or (b) the Lenders or the Administrative
Agent demand compensation pursuant to Section 3.01(f).


 






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


 


"Original Agreement" has
the meaning set forth in the recitals.


 


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


 


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


 


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


 


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


 


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


 


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


 


"Permitted CAD Account" means
(i) the CAD Collection Account and/or (ii) the CAD Unfunded Exposure Account.


 


"Permitted Distribution"
means, on any Business Day, distributions of (x) Interest Proceeds and (y) prior to November 22, 2022, Principal
Proceeds (in each case, at the discretion of the Company) to the Parent (or other permitted equity holders of the Company); provided
that amounts may be distributed pursuant to this definition only to the extent of available Excess Interest Proceeds and Principal
Proceeds and only so long as (i) no Default or Event of Default has occurred and is continuing (or would occur after giving
effect to such Permitted Distribution), (ii) no Market Value Event shall have occurred (or would occur after giving effect
to such Permitted Distribution), (iii) the Borrowing Base Test is satisfied (and will be satisfied after giving effect to
such Permitted Distribution), (iv) all Portfolio Investments satisfied the Eligibility Criteria on the Trade Date or Substitution
Date, as applicable, for their acquisition by the Company, (v) the Company gives at least two (2) Business Days' prior
written notice thereof to the Administrative Agent, (vi) the Company and the Administrative Agent confirm in writing (which
may be by email) to the Collateral Agent and the Collateral Administrator that the conditions to a Permitted Distribution set forth
herein are satisfied, (vii) not more than five Permitted Distributions are made in any single Calculation Period and (viii) the
Minimum Equity Test is satisfied.


 


"Permitted Lien" means any
of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently
be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with
GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen's, warehousemen's, mechanics',
carriers', workmen's and repairmen's Liens and other similar Liens, arising by operation of law in the ordinary course of business
for sums that are not overdue or are being contested in good faith, (c) with respect to any collateral underlying a Portfolio
Investment, the Lien in favor of the Company and Liens permitted under the related underlying instruments, (d) as to
agented Portfolio Investments, Liens in favor of the agent on behalf of all the lenders of the related obligor, (e) Liens
granted pursuant to or by the Loan Documents, and (f) bankers’ Liens, rights of setoff and other similar Liens existing
solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by such Person, in each case granted
in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing
to such bank with respect to cash management, operating account arrangements and netting arrangements.


 






    - 15 -


     


    

 


"Permitted Subsidiary" means
WhiteHorse Finance (CA), LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.


 


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


 


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


 


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


 


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


 


"Pledged Accounts" means
the accounts (including any applicable sub-accounts) established by the Permitted Subsidiary at Citibank, N.A. and pledged to the
Collateral Agent pursuant to the Asset Pledge Agreement.


 


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


 


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


 


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


 






    - 16 -


     


    

 


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


 


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


 


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


 


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


 


"Purchase" means each acquisition
of a Portfolio Investment hereunder (other than by Substitution), including, for the avoidance of doubt, by way of a contribution
by the Parent to the Company pursuant to the Parent Sale Agreement and, in the case of the Permitted Subsidiary, origination of
such Portfolio Investment, directly or indirectly.


 


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


 


"Reference Rate" means (i) with
respect to Advances denominated in USD and related calculations, the LIBO Rate and (ii) with respect to Advances denominated
in CAD and related calculations, the CDOR Rate. The Reference Rate shall be determined by the Administrative Agent (and notified
in writing to the Collateral Administrator and the Portfolio Manager), and such determination shall be conclusive absent manifest
error.


 


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


 


"Reinvestment Period" means
the period beginning on, and including, the Amendment Date and ending on, but excluding, the earliest of (i) November 22,
2023, (ii) the date on which a Market Value Event occurs and (iii) the date on which an Event of Default occurs.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


"Spot Rate" means, as of
any date of determination, (x) with respect to actual currency exchange between USD and CAD and the calculations made pursuant
to Section 1.07(b), the CAD-USD spot rate available through Citibank, N.A.'s banking facilities (or, if Citibank, N.A. has
notified the Administrative Agent and the Company that it will no longer provide such services or if Citibank, N.A. or one of its
Affiliates is no longer the Collateral Agent, through such other source agreed to by the Administrative Agent in writing) at the
time of such exchange or calculation and (y) with respect to all other purposes between USD and CAD, the CAD-USD spot rate
that appeared on the BFIX page of Bloomberg Professional Service (or any successor thereto) (or such other recognized service
or publication used by the Collateral Administrator for purposes of determining currency spot rates in the ordinary course of its
business from time to time) for such currency at 5:00 p.m. New York City time on the immediately preceding Business Day, as
determined by the Collateral Administrator. The determination of the Spot Rate shall be conclusive absent manifest error.


 


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


 






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"Subsidiary Investments"
has the meaning set forth in the recitals.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Unfunded Exposure Shortfall"
means, on any date of determination, an amount equal to the greater of (x) 0 and (y) the Unfunded Exposure Amount minus
(a) amounts on deposit in the Unfunded Exposure Account and the CAD Unfunded Exposure Account and (b) 2.5% of the
Collateral Principal Amount.


 


"USD" or "U.S. Dollars"
means United States dollars.


 


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


 


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


 


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


 


Article I

THE PORTFOLIO INVESTMENTS


 


Section 1.01.     Purchases
of Portfolio Investments. On the Effective Date, the Company acquired the Initial Portfolio Investments and has
acquired additional Portfolio Investments in accordance with the Original Agreement from time to time thereafter. From time
to time on and after the Amendment Effective Date and during the Reinvestment Period, the Company may Purchase (or cause the
Permitted Subsidiary to Purchase) additional Portfolio Investments, or request that Portfolio Investments be Purchased for
the Company's account, all on and subject to the terms and conditions set forth herein.


 






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Section 1.02.     Procedures
for Purchases and Related Financings.


 


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


 


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


 


(c)            Eligibility
of Portfolio Investments. The Administrative Agent shall have the right, on behalf of all Financing Providers, to reasonably
request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio
Manager and the Company (including via e-mail or other customary electronic messaging system) of its approval or failure to approve
each Portfolio Investment proposed to be acquired pursuant to a Notice of Acquisition (and, if approved, an initial determination
of the Market Value for such Portfolio Investment) no later than the fifth (5th) Agent Business Day succeeding the date on which
it receives such Notice of Acquisition and any information reasonably requested in connection therewith); provided that
(i) any Initial Portfolio Investment shall be deemed to be approved by the Administrative Agent and (ii) the failure
of the Administrative Agent to notify the Portfolio Manager and the Company of its approval in accordance with this Section 1.02(c) shall
be deemed to be a disapproval of such proposed acquisition.


 


(d)            The
failure of the Administrative Agent to approve the acquisition of a Portfolio Investment will not prohibit the Company from
acquiring such Portfolio Investment (subject to the conditions set forth in Section 1.03); provided, that
any Portfolio Investment not so approved prior to its Trade Date or Substitution Date (each as defined below) shall be deemed
to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved.


 


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


 


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


 


(2)            with
respect to a Purchase, the proposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan,
the date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion)
after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is three (3) Business Days
(or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date;


 






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


 


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


 


(x)           (i) the
Borrowing Base Test is satisfied and (ii) the Minimum Equity Test is satisfied;


 


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


 


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


 


(aa)         in
the case of a Purchase, the amount of such Financing (if any) shall be not less than U.S.$2,000,000.


 


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


 


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


 


With respect to a Purchase, promptly
following the Settlement Date for a Portfolio Investment and its receipt thereof, the Collateral Administrator shall provide
to the Administrative Agent a copy of the executed assignment agreement (or, in the case of a Portfolio Investment that is
not a Loan, the executed purchase agreement or similar instrument) pursuant to which such Portfolio Investment was assigned,
sold or otherwise transferred to the Company.


 


Section 1.04.     Sales
of Portfolio Investments. The Company will not (and will not permit the Permitted Subsidiary to) sell, transfer or otherwise
dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction
of the Required Financing Providers), except that, subject to Section 6.02(x), the Company may sell any Portfolio
Investment (including any Ineligible Investment) or other asset without such consent so long as, (x) after giving effect
thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the
sale of such asset by the Company shall be on an arm's-length basis and in accordance with the Portfolio Manager's standard market
practices. In addition, within ten (10) calendar days of any Revolving Loan or Delayed Funding Term Loan with an unfunded
commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding
sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection
with such sale or (ii) distribute such Revolving Loan or Delayed Funding Term Loan to the Parent; provided that, in
the case of this clause (ii), the Parent has paid the Company an amount equal to the Market Value of such Revolving Loan or Delayed
Funding Term Loan on the date of its Purchase multiplied by the then-current funded balance of such Revolving Loan or Delayed
Funding Term Loan.


 






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


 


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


 


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


 


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


 


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


 






    - 23 -


     


    

 


(A)           either:


 


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


 


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


 


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


 


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


 


Section 1.05.     Substitution.


 


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


 


Section 1.06.     Certain
Assumptions Relating to Portfolio Investments.


 


(a)            For
purposes of all calculations hereunder, any Portfolio Investment for which the trade date in respect of a sale thereof by the Company
or the Permitted Subsidiary has occurred, but the settlement date for such sale has not occurred, shall be considered to be owned
by the Company or the Permitted Subsidiary until such settlement date.


 






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


 


Section 1.07.     Currency
Equivalents.


 


(a)            Except
as set forth in clause (b) and Section 4.06(b), for purposes of all valuations and calculations under the Loan Documents,
(i) the principal amount and Market Value of all Portfolio Investments denominated in CAD, (ii) proceeds denominated
in CAD on deposit in any Permitted CAD Account and (iii) for the purposes of Net Advances and the Borrowing Base Test, the
outstanding aggregate principal amount of Advances denominated in CAD shall be converted to USD at the Spot Rate in accordance
with the definition of such term in consultation with the Administrative Agent on the applicable date of valuation or calculation,
as applicable.


 


(b)            Except
as provided in Section 4.06(b), for purposes of determining (i) whether the amount of any Advance, together with all
other Advances then outstanding or to be made at the same time as such Advances, would exceed the aggregate amount of the Financing
Commitments, (ii) the aggregate unutilized amount of the Financing Commitments and (iii) the limitations on the portion
of the Financing Limit and the Financing Commitment that may be utilized in CAD shall be deemed to be the Dollar Equivalent of
the amount of CAD of such Advances determined as of the date such Advances were made. Wherever in this Agreement in connection
with an Advance, an amount, such as a required minimum or multiple amount, is expressed in U.S. Dollars, but such Advance is denominated
in CAD, such amount shall be the CAD Equivalent of such U.S. dollar amount (rounded to the nearest 1,000 units of CAD).


 


Article II

THE FINANCINGS


 


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


 


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


 


Section 2.02.     [reserved]


 


Section 2.03.     Financings;
Use of Proceeds.


 


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


 






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


 


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


 


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


 


(e)            [Reserved]


 


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


 






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(g)            Without
limitation to clause (f) above, neither the Company nor the Permitted Subsidiary shall acquire any unfunded commitment under
any Revolving Loan or Delayed Funding Term Loan unless, on a pro forma basis after giving effect to such purchase, the Borrowing
Base Test, the Minimum Equity Test and item 5 of the Concentration Limitations will each be satisfied.


 


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


 


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


 


(b)            Loan
Documents. The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that Amendment Date
Letter and any other Loan Documents to be amended on the Amendment Date have been executed and are in full force and effect.


 


(c)            Opinions.
The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of Milbank LLP,
counsel for the Company and the Parent, covering such corporate and enforceability matters relating to the transactions contemplated
hereby and by the other Loan Documents as the Administrative Agent shall reasonably request in writing.


 


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


 


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


 


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


 






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(g)            Officer's
Certificate. The Administrative Agent shall have received a certificate of an officer of the Company in form and substance
reasonably satisfactory to the Administrative Agent to the effect that, as of the Amendment Date: (i) all of the representations
and warranties set forth in Section 6.01 of the Original Agreement are true and correct (subject to any materiality qualifiers
set forth therein) and (ii) no Default, Event of Default or Market Value Event has occurred.


 


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


 


Section 2.05.     Commitment
Increase Option. The Company may, at any time during the Reinvestment Period, submit a Commitment Increase Request for an increase
in the Financing Commitment to up to $350,000,000 (in the aggregate), subject to satisfaction of the following conditions precedent:


 


(a)            each
of the Lenders and Administrative Agent (in their sole discretion) approve in writing (which may be by email) such Commitment Increase
Request; provided, that each of the Lenders and the Administrative Agent shall use commercially reasonable efforts to respond
to any Commitment Increase Request within ten (10) Business Days of receipt thereof; provided, further, that
the failure of any Lender or the Administrative Agent to respond within ten (10) Business Days shall not constitute a breach
or default of any duty or obligation by such party.


 


(b)            no
Market Value Event shall have occurred and no Event of Default shall have occurred and be continuing, in each case on and as of
the Commitment Increase Date;


 


(c)            the
Borrowing Base Test and the Minimum Equity Test are each satisfied on and as of the Commitment Increase Date;


 


(d)            all
of the representations and warranties contained in Article VI and in any other Loan Document shall be true and correct in
all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers,
shall be true and correct), in each case on and as of the Commitment Increase Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or
with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct)
as of such earlier date;


 


(e)            no
commitment reduction shall have occurred pursuant to Section 4.07(a) in connection with JPMorgan Chase Bank, National
Association ceasing to act as Administrative Agent or the occurrence of a Non-Call Termination Event prior to the Commitment Increase
Date;


 


(f)            the
Company shall have paid to the Administrative Agent on the Commitment Increase Date, for the account of each Lender, an upfront
fee in the amount specified in the Amendment Date Letter;


 






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(g)            any
Commitment Increase Request shall be in an amount not less than $35,000,000 (or, if the positive difference between $350,000,000
and the Financing Commitment in effect immediately prior to such Commitment Increase Request is less than $35,000,000, the amount
of such positive difference); and


 


(h)            receipt
by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation,
documentation similar to that provided pursuant to Sections 2.04(c), (d) and (g) on the Amendment Effective Date.


 


Article III

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS


 


Section 3.01.     The
Advances.


 


(a)            Making
the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each
Lender shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New
York City time, to the Collateral Agent for deposit to the Collection Account or the CAD Collection Account, as applicable. Each
Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance,
provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance
with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and prepay Advances.
The Company may, during the Reinvestment Period, reborrow Advances in an amount up to (x) the aggregate Financing Commitments
of the Lenders on such date minus (y) the Minimum Funding Amount, subject to the terms and conditions set forth herein. Except
as set forth in the immediately preceding sentence, once prepaid, Advances may not be reborrowed.


 


(b)            Interest
on the Advances. Subject to Section 3.01(h), all outstanding Advances shall bear interest (from and including the
date on which such Advance is made) at a per annum rate equal to the applicable Reference Rate for each Calculation Period in
effect plus the Applicable Margin for such Advances set forth on the Transaction Schedule. Notwithstanding the
foregoing, if any principal of or interest on any Advance is not paid when due, whether at stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus
the rate otherwise applicable to the Advances as provided in the preceding sentence. If, on any date the aggregate principal
amount of the outstanding Advances is less than the Minimum Funding Amount specified in the definition of the term Minimum
Funding Amount, then the Company shall pay the Lenders interest at a per annum rate equal to (i) the Applicable Margin
for Advances in U.S. Dollars set forth on the Transaction Schedule multiplied by (ii) the amount equal to the Minimum
Funding Amount minus the aggregate principal amount of the outstanding Advances.


 


(c)            Evidence
of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder and the Currency thererof. The Administrative Agent shall maintain
accounts in which it shall record (1) the amount of each Advance made hereunder, (2) the amount of any principal or interest
due and payable or to become due and payable from the Company to each Lender hereunder, (3) the Currency of such Advance and
(4) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof. The entries made in the accounts maintained pursuant to this paragraph (c) shall, to the extent consistent
with the records in the Register, be prima facie evidence of the existence and amounts of the obligations recorded therein,
provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement.


 






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


 


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


 


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


 


(f)            Increased
Costs.


 


(i)            If
any Change in Law shall:


 


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


 


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


 






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


 


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


 


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


 


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


 


(iv)            Failure
or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's or and Administrative Agent's right to demand such compensation; provided that the
Company shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent notifies the Company
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Administrative Agent's intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof. No Lender nor the Administrative Agent shall be entitled to any such compensation unless such Person is generally
seeking such compensation from borrowers under substantially similar facilities with substantially similar assets and from whom
such Person is entitled so seek such compensation.


 


(v)            Each
of the Lenders and the Administrative Agent agrees that it will take such commercially reasonable actions as the Company may reasonably
request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 3.01(f) and
in Section 3.03(a) or (c); provided that no Lender or the Administrative Agent shall be obligated
to take any actions that would, in the reasonable opinion of such Lender or the Administrative Agent, be disadvantageous to such
Lender or the Administrative Agent (including, without limitation, due to a loss of money). In no event will the Company be responsible
for increased amounts referred to in this Section 3.01(f) or in Section 3.03(a) or (c) which
relates to any other entities to which any Lender provides financing.


 






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


 


(g)            No
Set-off or counterclaim. All payments to be made hereunder by the Company in respect of the Advances shall be made without
set-off or counterclaim and in such amounts as may be necessary in order that every such payment shall not be less than the amounts
otherwise specified to be paid under this Agreement; provided that this Section 3.01(g) shall not apply with respect
to Taxes.


 


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


 


(ii)            If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
(x) the circumstances set forth in Section 3.01(h)(i)(x) have arisen and such circumstances are unlikely to be
temporary or (y) the circumstances set forth in Section 3.01(h)(i)(x) have not arisen but the supervisor for
the administrator of the Reference Rate or a governmental authority having jurisdiction over the Administrative Agent has
made a public statement identifying a specific date after which the Reference Rate shall no longer be used for determining
interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of
interest to the Reference Rate that gives due consideration to the then prevailing market convention for determining a rate
of interest for syndicated loans in the United States (or, with respect to CAD denominated Advances, Canada) at such time,
and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes
to this Agreement as may be applicable (but for the avoidance of doubt, such changes shall not include a reduction in the
Applicable Margin). Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective
without any further action or consent of any other party to this Agreement (but with prior written notice to the Portfolio
Manager (which may be by email))so long as the Administrative Agent shall not have received, within five Business Days of the
date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Financing
Providers stating that such Required Financing Providers object to such amendment. Until an alternate rate of interest shall
be determined in accordance with this clause (ii) (but, in the case of the circumstances described in clause (y) of
the first sentence of this Section 3.01(h)(ii), only to the extent the Reference Rate for deposits in the
applicable Currency and such Calculation Period is not available or published at such time on a current basis), all
outstanding Advances (and all subsequently requested Advances) shall accrue interest at the Base Rate plus the
Applicable Margin for Advances set forth on the Transaction Schedule.


 






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


 


Section 3.03.     Taxes.


 


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


 


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


 


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


 


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


 






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


 


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


 


(ii)            Without
limiting the generality of the foregoing,


 


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


 


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


 


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


 






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(ii)     
      two copies of executed IRS Form W-8ECI;


 


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


 


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


 


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


 


(D)            each
Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the
Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to
FATCA after the date of this Agreement.


 


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


 


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


 






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


 


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


 


Article IV

COLLECTIONS AND PAYMENTS


 


Section 4.01.     Interest
Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each
Portfolio Investment to remit all amounts that constitute Interest Proceeds to the Collection Account (or, in the case of
Subsidiary Assets, the applicable Pledged Account); provided that Interest Proceeds denominated in CAD shall be
deposited into the CAD Collection Account. To the extent Interest Proceeds are received other than by deposit into the
Collection Account or the CAD Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments
to be deposited in the Collection Account or the CAD Collection Account, as applicable, or remitted to the Collateral Agent,
and the Collateral Agent shall credit (or cause to be credited) to the Collection Account or the CAD Collection Account, as
applicable, all Interest Proceeds received by it promptly upon receipt thereof in accordance with the written direction of
the Portfolio Manager.


 


Interest Proceeds shall be retained in the
Collection Account or the CAD Collection Account, as applicable, and held in cash and/or, in the case of the Collection Account,
invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral
Agent in Cash Equivalents selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market
Value Event has occurred, in which case, selected by the Administrative Agent) ("Eligible Investments"). Eligible
Investments shall mature no later than the end of the then-current Calculation Period. For the avoidance of doubt, (i) Interest
Proceeds received in CAD shall remain uninvested and shall be deposited in the CAD Collection Account and (ii) amounts held
in the CAD Collection Account shall remain uninvested. Not later than five Business Days following receipt, the Company shall cause
the Permitted Subsidiary to distribute Interest Proceeds received by it to the Company as a dividend or equivalent equity distribution
and deposit such Interest Proceeds into the Collection Account


 






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


 


Section 4.02.     Principal
Proceeds. The Company shall (or shall cause the Permitted Subsidiary to) notify the obligor with respect to each Portfolio
Investment to remit all amounts that constitute Principal Proceeds to the Collection Account (or, in the case of Subsidiary Assets,
the applicable Pledged Account); provided that Principal Proceeds denominated in CAD shall be deposited into the CAD Collection
Account. To the extent Principal Proceeds are received other than by deposit into the Collection Account or the CAD Collection
Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments to be deposited in the Collection
Account or the CAD Collection Account, as applicable, or remitted to the Collateral Agent, and the Collateral Agent shall credit
(or cause to be credited) to the Collection Account or the CAD Collection Account, as applicable, all Principal Proceeds received
by it immediately upon receipt thereof in accordance with the written direction of the Portfolio Manager.


 


All Principal Proceeds shall be
retained in the Collection Account or the CAD Collection Account, as applicable, and held in cash and/or, in the case of the
Collection Account, invested at the written direction of the Administrative Agent in overnight Eligible Investments selected
by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in
which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute
Interest Proceeds. For the avoidance of doubt, (i) Principal Proceeds received in CAD shall remain uninvested and shall
be deposited in the CAD Collection Account and (ii) amounts held in the CAD Collection Account shall remain uninvested.
Not later than the fifth Business Day following receipt, the Company shall cause the Permitted Subsidiary to distribute all
Principal Proceeds received by it to the Company as a dividend or equivalent equity distribution and deposit such Principal
Proceeds into the Collection Account


 


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


 


The Portfolio Manager shall notify the Administrative
Agent and the Collateral Agent if the Portfolio Manager reasonably determines in good faith that any amounts in the Collection
Account or the CAD Collection Account, as applicable, have been deposited in error or do not otherwise constitute Principal Proceeds,
whereupon such amounts on deposit in the Collection Account or the CAD Collection Account, as applicable, may be withdrawn by the
Collateral Agent (at the direction of the Company and with written confirmation from the Administrative Agent (or, upon the occurrence
and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) on
the next succeeding Business Day and remitted to the Company. For the avoidance of doubt, Principal Proceeds received in connection
with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay
Advances as set forth therein at the written direction of the Administrative Agent.


 






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


 


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


 


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


 


(c)


 


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


 


(ii)            Each
prepayment or commitment reduction pursuant to Section 4.03(c)(i)(C) and Section 4.07(a) that
is made on or before the date which is 9 months following the end of the Non-Call Period, whether in full or in part, shall be
accompanied by a premium equal to 1% of the principal amount of such prepayment or commitment reduction; provided that no
such premium shall be payable with respect to any prepayment (or portion thereof) that does not exceed the positive difference
(if any) of (x) the then-current aggregate outstanding principal amount of the Advances over (y) the then-current Minimum
Funding Amount (the "Excess Funded Amount").


 






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(d)           The
Company agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee in accordance with the Priority
of Payments which shall accrue at 0.75% per annum on the average daily unused amount of the Financing Commitment of such Lender
(excluding any portion of such unused amount with respect to which interest is paid pursuant to Section 3.01(b)) during the
period from and including the date of this Agreement to but excluding the last day of the Reinvestment Period. Accrued commitment
fees shall be payable in arrears on each Interest Payment Date, and on the date on which the Financing Commitments terminate. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(e)           The
Company agrees to pay the Administrative Agent, for the account of each Lender, an upfront fee on the Amendment Date in an aggregate
amount set forth in the Amendment Date Letter. Once paid, such fees or any part thereof shall not be refundable under any circumstances.


 


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


 


Section 4.04.     MV
Cure Account


 


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


 


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


 


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


 


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


 






    	 	- 39 -	 



     


    

 


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


 


(c)           To
pay interest due in respect of the Advances, any amounts due or payable pursuant to Section 3.03(c) and 3.03(a) and
commitment fees payable to the Lenders (pro rata based on amounts due);


 


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


 


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


 


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


 


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


 


(h)           To
make any Permitted Distributions or Permitted Tax Distributions (using Interest Proceeds and, in the case of Permitted Distributions
occurring during the Reinvestment Period, Principal Proceeds) directed pursuant to this Agreement; and


 


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


 


Section 4.06.     Payments
Generally.


 


(a)           All payments to the Lenders or the
Administrative Agent shall be made to the Administrative Agent at the account designated in writing to the Company and the
Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give
written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral
Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Lenders in
respect of the Advances and the amounts payable to the Portfolio Manager. At least two (2) Business Days prior to each
Interest Payment Date, the Maturity Date and any Additional Distribution Date, the Administrative Agent shall deliver an
invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on
such date. All payments not made to the Administrative Agent for distribution to the Lenders shall be made as directed in
writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments by the Company hereunder shall
be made without setoff or counterclaim. All payments hereunder shall be made in U.S. Dollars, other than payments of interest
and principal made in respect of Advances denominated in CAD, which shall be made in CAD. All interest calculated using the
LIBO Rate hereunder shall be computed on the basis of a year of 360 days and all interest calculated using the Base Rate or
the CDOR Rate hereunder shall be computed on the basis of a year of 365 days in each case, payable for the actual number of
days elapsed (including the first day but excluding the last day).


 






    	 	- 40 -	 



     


    

 


(b)           If
after receipt of an invoice from the Administrative Agent pursuant to Section 4.06(a) and at least two (2) Business
Days prior to any Interest Payment Date or the Maturity Date or an Additional Distribution Date, the Collateral Administrator shall
have notified the Company, the Collateral Agent and the Administrative Agent that the Company does not have a sufficient amount
of funds in a Currency on deposit in the applicable Accounts that will be needed (1) to pay to the Lenders all of the amounts
required to be paid on such date and/or (2) to pay any expenses required to be paid in accordance with the Priority of Payments,
in each case, in such Currency as required for such payment (a "Currency Shortfall"), then, so long as no Event
of Default shall have occurred and be continuing and no Market Value Event has occurred, the Company shall exchange (or shall direct
the Collateral Agent to exchange) amounts in the other Currency in any a Permitted CAD Account or the Collection Account, as applicable,
for the Currency in respect of which there is a Currency Shortfall in an amount necessary to cure such Currency Shortfall. Each
such exchange shall occur no later than one Business Day prior to such Interest Payment Date or Additional Distribution Date or
the Maturity Date, as applicable, and shall be made at the Spot Rate at the time of conversion. If for any reason the Company shall
have failed to effect any such currency exchange by the Business Day prior to such date, then the Administrative Agent shall be
entitled to (but shall not be obligated to) direct such currency exchange on behalf of the Company.


 


(c)            At
any time following the occurrence of a Market Value Event or if an Event of Default has occurred and is continuing, the Administrative
Agent may in its sole discretion direct the Collateral Agent to exchange amounts held in any Permitted CAD Account for USD, or
exchange amounts in the Collection Account for CAD, in each case, at the Spot Rate for application hereunder.


 


Section 4.07.     Termination
or Reduction of Financing Commitments.


 


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


 


(b)           The
Financing Commitments shall be automatically and irrevocably reduced on the date of any prepayment made in accordance with the
definition of "Market Value Cure" or in connection with the cure of a Default described in Article VII(n) in
an amount equal to the amount of such prepayment.


 


(c)           [Reserved].


 






    	 	- 41 -	 



     


    

 


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


 


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


 


Article V

THE PORTFOLIO MANAGER


 


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


 


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


 


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


 


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


 


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


 






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Section 5.03.     Limitation
of Liability; Indemnification.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


Article VI

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 6.01.     Representations
and Warranties. The Company (and, (i) with respect to clauses (a) through (e), (l), (n), (t) through (v) and
(dd), the Portfolio Manager and (ii) the Permitted Subsidiary) represents to the other parties hereto solely with respect
to itself (and, in the case of the Company, other than with respect to clauses (s), (cc) and (dd), the Permitted Subsidiary as
of each Trade Date, if applicable) that as of the date of the Original Agreement, the Effective Date, the Amendment Date, the
Amendment Effective Date and each Trade Date (or as of such other date as maybe expressly set forth below):


 


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


 


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


 


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


 


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


 


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


 






    	 	- 44 -	 



     


    

 


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


 


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


 


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


 


(i)            (x) it
does not have underlying assets which constitute "plan assets" within the meaning of the Plan Asset Rules; and (y) it
has not within the last six years sponsored, maintained, contributed to, or been required to contribute to and does not have any
material liability with respect to any Plan;


 


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


 


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


 


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


 


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


 


(n)           (x) it
has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject,
and all other matters actually known to it, without inquiry, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect and (y) no information (other than projections, forward-looking information, general
economic data or industry information) heretofore furnished by or on behalf of the Company in writing to the Administrative Agent
or any Lender in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates,
modifications and supplements to such information) contains (or, to the extent any such information was furnished by or relating
to a third party, to the Company's or the Portfolio Manager's knowledge contains), when taken as a whole, as of its delivery date,
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not materially misleading;


 


(o)           [Reserved];


 






    	 	- 45 -	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(u)           the
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its agents
and their respective directors, managers, officers and employees (as applicable) with Anti-Corruption Laws and applicable Sanctions,
and the Company and its officers and directors and, to its knowledge, its employees, members and agents are in compliance with
Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would
reasonably be expected to result in the Company being designated as a Sanctioned Person. None of (i) the Company or its officers
and employees or (ii) to the knowledge of the Company, any manager or agent of the Company that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person;


 


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


 


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


 


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


 






    	 	- 46 -	 



     


    

 


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


 


(z)           [Reserved];


 


(aa)         [Reserved];


 


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


 


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


 


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


 


(ee)         the
constituent documents of the Permitted Subsidiary restrict its activities to the origination, acquisition, holding and disposition
of Subsidiary Investments and activities incidental or related thereto; and


 


(ff)          the
Company is the sole legal and beneficial owner of all equity interests in the Permitted Subsidiary.


 


Section 6.02.     Covenants
of the Company. The Company:


 


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


 






    	 	- 47 -	 



     


    

 


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


 


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


 


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


 


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


 


(f)            (i) shall
not amend any of its constituent documents or any document to which it is a party in any manner that would reasonably be expected
to adversely affect the Lenders in any material respect without the prior written consent of the Administrative Agent and (ii) shall
not amend or permit the Permitted Subsidiary to amend any of its constituent documents or any document to which it is a party in
any manner (other than an amendment of a purely administrative or clerical nature) without the prior written consent of the Administrative
Agent);


 


(g)           [Reserved];


 


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


 






    	 	- 48 -	 



     


    

 


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


 


(j)            shall
do or cause to be done all things reasonably necessary to (i) preserve and keep in full force and effect its existence as
a limited liability company (and the Permitted Subsidiary's existence as a limited liability company) and take all reasonable action
to maintain its and the Permitted Subsidiary's rights, franchises, licenses and permits material to its business or the Permitted
Subsidiary's business in its applicable jurisdiction of its formation, (ii) qualify and remain qualified as a limited liability
company in good standing in each jurisdiction where the failure to qualify and remain qualified would reasonably be expected to
have a Material Adverse Effect and (iii) cause the Permitted Subsidiary to qualify and remain qualified as a limited liability
company in good standing in each jurisdiction where the failure to qualify and remain qualified would reasonably be expected to
have a Material Adverse Effect;


 


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


 


(l)            shall
not merge (and shall not permit the Permitted Subsidiary to) into or consolidate with any person or dissolve, terminate or liquidate
in whole or in part, in each case, without the prior written consent of the Administrative Agent;


 


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


 


(n)           shall
ensure that (i) its affairs and the Permitted Subsidiary's affairs are conducted so that its underlying assets do not constitute
 "plan assets" within the meaning of the Plan Asset Rules, and (ii) it and the Permitted Subsidiary do not sponsor,
maintain, contribute to or become required to contribute to or have any liability with respect to any Plan;


 


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


 






    	 	- 49 -	 



     


    

 


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


 


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


 


(r)            shall
permit representatives of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably
request (A) to inspect and make copies of and abstracts from its records relating to the Portfolio Investments and (B) to
visit its properties in connection with the collection, processing or managing of the Portfolio Investments for the purpose of
examining such records, and to discuss matters relating to the Portfolio Investments or such Person's performance under this Agreement
and the other Loan Documents with any officer or employee or auditor (if any) of such Person having knowledge of such matters.
The Company agrees to render to the Administrative Agent such clerical and other assistance as may be reasonably requested with
regard to the foregoing; provided that such assistance shall not interfere in any material respect with the Company's or
the Portfolio Manager's business and operations. So long as no Event of Default has occurred and is continuing, such visits and
inspections shall occur only (i) upon five (5) Business Days' prior written notice, (ii) during normal business
hours and (iii) no more than once in any calendar year. During the existence of an Event of Default, there shall be no limit
on the timing or number of such inspections and only one (1) Business Day' prior notice will be required before any inspection;


 






    	 	- 50 -	 



     


    

 


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


 


(t)            shall
not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that
(A) the Company may make Permitted Distributions subject to the other requirements of this Agreement and (B) the
Company may make Permitted Tax Distributions so long as (i) after giving effect to such Permitted Tax Distribution, the
Borrowing Base Test is satisfied, (ii) the Company gives at least two (2) Business Days prior notice thereof to the
Administrative Agent and (iii) if Permitted Tax Distributions are made after the occurrence and during the continuance
of an Event of Default, the aggregate amount of all Permitted Tax Distributions made in any 90 calendar day period (after
giving effect to such Permitted Tax Distribution) is not greater than $1,500,000;


 


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


 


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


 


(w)          shall
not (and shall ensure that the Permitted Subsidiary does not) acquire any Revolving Loan or Delayed Funding Term Loan if such acquisition
would cause the Unfunded Exposure Amount, collateralized or uncollateralized, to exceed 5% of the Collateral Principal Amount;


 


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


 


(y)           shall
post on a password protected website maintained by the Administrative Agent to which the Portfolio Manager will have access or
deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, within five (5) Business
Days of the Portfolio Manager's receipt of such information, without duplication of any other reporting requirements set forth
in this Agreement or any other Loan Document, any management discussion and analysis provided by such obligor and any financial
reporting packages with respect to such obligor and with respect to each Portfolio Investment for such obligor (including any attached
or included information, statements and calculations). The Company shall cause the Portfolio Manager to provide such other information
as the Administrative Agent may reasonably request with respect to any Portfolio Investment or obligor (to the extent reasonably
available to the Portfolio Manager with neither undue burden nor expense);


 






    	 	- 51 -	 



     


    

 


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


 


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


 


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


 


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


 


(dd)         [Reserved];


 


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


 


(ff)           shall
not maintain any bank accounts or securities accounts other than the Accounts and the Permitted CAD Accounts and shall not permit
the Permitted Subsidiary to maintain any bank accounts or securities accounts other than the Pledged Accounts;


 






    	 	- 52 -	 



     


    

 


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


 


(hh)         shall
not permit the Permitted Subsidiary to Purchase any Subsidiary Investment that is not held for the benefit of, or intended to be
transferred to, the Company or the Parent;


 


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


 


(jj)           shall
give notice to the Administrative Agent promptly in writing upon (and in no event later than three (3) Business Days (or,
in the case of clause (ii)(y) and (iv) below, one (1) Business Day) after) the Company or the Portfolio Manager
has actual knowledge of the occurrence of any of the following:


 


(i)            any
Adverse Proceeding;


 


(ii)           any
(x) Default or (y) Event of Default;


 


(iii)          any
adverse claim asserted against any of the Permitted Subsidiary, the Portfolio Investments, the Accounts, any Permitted CAD Account,
the Pledged Accounts or any other Collateral; and


 


(iv)          any
Portfolio Investment becomes an Ineligible Investment.


 


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


 






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Article VII

EVENTS OF DEFAULT


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(h)            any
final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for
the payment of money in an aggregate amount in excess of U.S.$1,000,000 (after giving effect to insurance, if any, available with
respect thereto) shall be rendered against the Company or the Permitted Subsidiary, and the same shall remain unsatisfied, unvacated,
unbonded or unstayed for a period of sixty (60) days after the date on which the right to appeal has expired;


 


(i)             an
ERISA Event occurs;


 


(j)             a
Change of Control occurs;


 


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


 


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


 


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


 






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(n)            the
Net Advances exceed the product of (a) 72.5% and (b) Net Asset Value and the failure of the Company to maintain the required
Net Asset Value set forth in this clause (n) is not remedied within one Business Day after the earlier of (x) receipt
by the Company and the Portfolio Manager of written notice of such failure from the Administrative Agent or (y) the date the
Company or the Portfolio Manager has actual knowledge of the occurrence of such excess;


 


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


 


Article VIII

ACCOUNTS; COLLATERAL SECURITY


 


Section 8.01.          The
Accounts; Agreement As to Control.


 


(a)            Establishment
and Maintenance of Accounts. The Company hereby appoints Citibank, N.A. as Securities Intermediary and has directed and the
Securities Intermediary hereby acknowledges that it has established (1) an account designated as the "Custodial Account",
(2) an account designated as the "Collection Account", (3) an account designated as the "MV
Cure Account", (4) an account designated as the "Expense Reserve Account", (5) an account designated
as the "Unfunded Exposure Account", (6) the CAD Collection Account and (7) the CAD Unfunded Exposure
Account (each such account set forth in clauses (1) through (7) above and any successor accounts established in connection
with the resignation or removal of the Securities Intermediary, the "Accounts"), and the account numbers for the
Accounts are set forth on the Transaction Schedule. The Securities Intermediary agrees to maintain each of the Accounts as a securities
intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement and (y) agrees not
to change the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary
hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others
and in that capacity has established the Accounts in the name of the Company.


 


The parties hereto acknowledge and agree (i)that
the Securities Intermediary (acting through its London Branch) will hold the funds held by it in the CAD Collection Account and
the CAD Unfunded Exposure Account (the "Deposit") in a non-interest bearing accounts established by it and (ii) to
the extent that the London Branch of the Securities Intermediary is treated as a Person separate from the New York branch of the
Securities Intermediary in connection with its establishment or maintenance of the CAD Collection Account and the CAD Unfunded
Exposure Account by any court or regulatory authority of competent jurisdiction, that, for all purposes under the this Agreement
and the UCC (as defined below), the London Branch is acting as the subcustodian and bailee of the securities intermediary within
the meaning of the UCC. The Securities Intermediary (acting through its London Branch) shall hold all money forming part of the
Deposit as banker and not as trustee or fiduciary and, as a result, such money will not be held as client money in accordance with
applicable local law.


 






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


 


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


 


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


 


(e)            Jurisdiction;
Governing Law of Accounts. The establishment and maintenance of each Account and all interests, duties and obligations related
thereto shall be governed by the law of the State of New York and the "securities intermediary's jurisdiction" (within
the meaning of Section 8-110 of the UCC) shall be the State of New York. The parties further agree that the law applicable
to all of the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities
Held with an Intermediary shall be the law of the State of New York. Terms used in this Section 8.01 without definition
have the meanings given to them in the UCC.


 


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


 






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


 


(h)            Unfunded
Exposure Account and CAD Unfunded Exposure Account.


 


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


 


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


 






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Section 8.02.          Collateral
Security; Pledge; Delivery.


 


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


 


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


 


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


 


(1)            except
as provided in clauses (3) and (4) below, in the case of Portfolio Investments and Eligible Investments and amounts on
deposit in the Accounts, by (x) causing the Securities Intermediary to indicate by book entry that a financial asset comprised
thereof has been credited to the applicable Account and (y) causing the Securities Intermediary to agree that it will comply
with entitlement orders originated by the Collateral Agent with respect to each such security entitlement without further consent
by the Company;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)            Without
limitation to the foregoing, exercise any available rights and remedies under the Equity Pledge Agreement and the Asset Pledge
Agreement.


 






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


 


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


 


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


 


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


 


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


 






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(i)            Release
of Security Interest upon Disposition of Collateral. Upon any sale, transfer or other disposition of any Collateral (or portion
thereof) that is permitted hereunder, the security interest granted hereunder in such Portfolio Investment or other Collateral
(or the portion thereof which has been sold or otherwise disposed of) shall, immediately upon the sale or other disposition of
such Loan or other Collateral (or such portion) and without any further action on the part of the Collateral Agent or any other
Secured Party, be released. Upon any such release, the Collateral Agent will, at the Company's sole expense, deliver to the Company,
or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all
certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and
execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such release.


 


Article IX

THE AGENTS


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


The rights, protections and immunities given
to the Agents in this Section 9.01, Section 9.02(c) and Section 9.02(h) shall likewise
be available and applicable to the Securities Intermediary and the Collateral Administrator.


 


Section 9.02.          Additional
Provisions Relating to the Collateral Agent, Securities Intermediary and the Collateral Administrator.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


(f)            Execution
by the Collateral Agent, the Securities Intermediary and the Collateral Administrator. The Collateral Agent, the Securities
Intermediary and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent, Securities
Intermediary and Collateral Administrator hereunder and in no event shall have any obligation to make any Advance, provide any
Financing or perform any obligation of the Administrative Agent hereunder. Each of the Lenders, the Administrative Agent and the
Borrower hereby directs the Collateral Agent to execute and deliver the Asset Pledge Agreement and the Equity Pledge Agreement
and directs the Securities Intermediary to execute and deliver the Asset Pledge Agreement.


 


(g)            Reports
by the Collateral Administrator. The Company hereby appoints Virtus Group, LP as Collateral Administrator and directs the Collateral
Administrator to prepare the reports in a form agreed among the Collateral Administrator, Administrative Agent and the Company.
Without limitation to the foregoing, upon the written request (including via email) of the Administrative Agent, which may be in
the form of a standing request, the Collateral Administrator shall provide to the Administrative Agent a copy of the most recent
notice memo, distribution report or similar notice or report received by it in respect of any Portfolio Investment(s) identified
by the Administrative Agent as soon as reasonably practicable after such request is made by the Administrative Agent (or, if such
request is a standing request, as soon as reasonably practicable after such notice or report is received).


 


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


 






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Article X

MISCELLANEOUS


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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The rights of the Collateral Agent and the
Securities Intermediary pursuant to this Section 10.04 are not exclusive of the rights of such Persons pursuant to
the Equity Pledge Agreement, the Asset Pledge Agreement or any other Loan Document and under the laws of any jurisdiction outside
of the United States.


 


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


 


Section 10.06.          Successors;
Assignments.


 


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


 


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


 


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


 






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


 


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


 


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


 






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(d)            Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on
which it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each
Lender Participant's interest in the Advances or other obligations under this Agreement (the "Participant
Register"); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register (including the identity of any Lender Participant or any information relating to a Lender Participant's
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except
to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5
of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of
such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01(e) and 3.03
(subject to the requirements and limitations therein, including the requirements under Section 3.03(f) (it
being understood that the documentation required under Section 3.03(f) shall be delivered to the Lender
that sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (d) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Section 3.01(f) relating to Lenders as if it were an assignee under paragraph (b) of this Section 10.06;
and (B) shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.03, with
respect to any participation, than the Lender that sells the participation would have been entitled to receive, except to the
extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Lender or the
Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company's request
and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions set forth in Section 3.01(f) with
respect to any Participant.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 10.12.          Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


 


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


 


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


 


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


 


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


 


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


 






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


 


As used herein:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[remainder of page intentionally blank]


 






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


 


	 	WHITEHORSE
    FINANCE CREDIT I, LLC, as Company
	 	 
	 	By: WhiteHorse
    Finance, Inc., its Designated Manager
	 	 
	 	 
	 	By	  /s/
    Joyson Thomas
	 	Name: Joyson
    Thomas
	 	Title: Authorized
    Signatory
	 	 
	 	 
	 	WHITEHORSE
    FINANCE, INC., as Portfolio Manager
	 	 
	 	 
	 	By	  /s/
    Joyson Thomas
	 	Name: Joyson
    Thomas
	 	Title: Authorized
    Signatory 




 






    


     


    

 


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




 






    


     


    

 


	 	CITIBANK, N.A., as Collateral
    Agent 
	 	 
	 	 
	 	By	  /s/ Jose Mayorga
	 	Name: Jose Mayorga
	 	Title: Senior Trust Officer




 


 


 


	 	CITIBANK, N.A., as Securities
    Intermediary
	 	 
	 	 
	 	By	  /s/
    Jose Mayorga
	 	Name: Jose Mayorga
	 	Title: Senior Trust Officer




 


 


 


	 	VIRTUS GROUP, LP, as Collateral
    Administrator
	 	 
	 	 
	 	By	  /s/
    Cynthia Gonzalvo
	 	Name: Cynthia Gonzalvo
	 	Title: Sr. Director




 


 


 


	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL
    ASSOCIATION, as Lender
	 	 
	 	By	  /s/
    James Greenfield
	 	Name: James Greenfield
	 	Title: Executive Director




 






    


     


    

 



SCHEDULE 1


 


Transaction Schedule


 





	1.	Types of Financing	Available	Financing Limit
	 	 	 	 
	 	Advances	yes	Prior to a Commitment Increase Date:  U.S.$250,000,000; After a Commitment Increase Date, if any, U.S.$250,000,000 plus the principal amount of each increase in the Financing Commitment set forth in the applicable Commitment Increase Requests up to U.S. $350,000,000 in the aggregate.

                                                             

	 	 	 	
        Notwithstanding anything in this Agreement to the contrary,
not more than 10% of the Financing Limit may be utilized in CAD.

	 	 	 	 
	2.	Financing Providers	 	Financing Commitment
	 	 	 	 
	 	Lender:	JPMorgan Chase Bank, National Association	
        Prior to a Commitment Increase Date: U.S.$250,000,000; After
        a Commitment Increase Date, if any, U.S.$250,000,000 plus the principal amount of each increase in the Financing Commitment
        set forth in the applicable Commitment Increase Requests up to U.S. $350,000,000 in the aggregate, in each case, as reduced from
        time to time pursuant to Section 4.07

         

        Notwithstanding anything in this Agreement to the contrary,
        not more than 10% of the Financing Commitment may be utilized in CAD.




 






    


     


    

 


	3.	Scheduled Termination Date:	November 22, 2024	 
	 	 	 	 
	4.	Interest Rates	 	 
	 	 	 	 
	 	Applicable Margin for Advances in U.S. Dollars:	
        With respect to interest based on the LIBO Rate, 2.50% per annum.

        With respect to interest based on the Base Rate, 2.50% per annum.
	 
	 	Applicable Margin for Advances in CAD:	
        With respect to interest based on the CDOR Rate, 2.55% per annum.

        With respect to interest based on the Base Rate, 2.55% per annum.
	 
	 	 	 	 
	5.	Account Numbers	 	 
	 	 	 	 
	 	Custodial Account:	11548100	 
	 	Collection Account:	11548200	 
	 	Expense Reserve Account:	11548300	 
	 	MV Cure Account:	11548400	 
	 	Unfunded Exposure Account:	11548500	 
	 	 	 	 
	6.	Market Value Trigger:	67.5%	 
	 	 	 	 
	7.	Market Value Cure Trigger:	60%	 
	 	 	 	 
	8.	Purchases of Restricted Securities	 	 
	 	 	 	 
	 	Notwithstanding anything herein to the contrary,
no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security.  As used herein, "Restricted
Security" means any security that forms part of a new issue of publicly issued securities (a) with respect to which
an Affiliate of any Financing Provider that is a "broker" or a "dealer", within the meaning of the Securities
Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed
purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Financing Provider.


 






    - 2 -


     


    

 


	Addresses for Notices
	 
	The Company:	WhiteHorse Finance Credit I, LLC

1450 Brickell Avenue, 31st Floor

Miami, FL  33131	Attn:  Operations

    Email:   operations@higcapital.com
	The Portfolio Manager:	WhiteHorse Finance, Inc.

1450 Brickell Avenue, 31st Floor

Miami, FL  33131	Attn:  Operations

    Email:   operations@higcapital.com
	The Administrative Agent:	JPMorgan Chase Bank, National Association

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd.,

3rd Floor

Newark, Delaware 19713	Attention:  DE_Custom_Business,

attention:  Nick Rapak

Telephone:  (302) 634-4961
	 	with a copy to	 
	 	JPMorgan Chase Bank, National Association

383 Madison Ave.

New York, New York  10179	
        Attention: Louis Cerrotta

        Telephone: 212-622-7092

        Email: louis.cerrotta@jpmorgan.com

        With a copy to:

        de_custom_business@jpmorgan.com

NA_Private_Financing_Diligence@jpmorgan.com

brian.m.larocca@jpmorgan.com

	 	 	 
	The Collateral Agent:	Citibank, N.A.

388 Greenwich Street

New York, NY 10013	Attention:  Agency & Trust

WhiteHorse Finance Credit I, LLC

Telephone:  (713) 693-6677

Email:  jacqueline.suarez@citi.com
	The Securities Intermediary:	Citibank, N.A.

388 Greenwich Street

New York, NY 10013	Attention:  Agency & Trust

WhiteHorse Finance Credit I, LLC

Telephone:  (713) 693-6677

Email:  jacqueline.suarez@citi.com
	 	
        Address for delivery of any physical securities:

        Citibank, N.A.

        399 Park Avenue

        Level "B" – Securities Vault

        New York, NY 10022
	
        Attention: Mr. Keith Whyte

        WhiteHorse Finance Credit I, LLC

        Telephone: (212) 559-1207

         

        all physical securities must be sent by trackable courier services
        (e.g. UPS or Federal Express)

         




 






    - 3 -


     


    

 


	The Collateral Administrator:	Virtus Group, LP

1301 Fannin St., Suite 1700

Houston, TX	Attention:  WhiteHorse Finance Credit I, LLC

Telephone:  (713) 993-4300

Facsimile:  (877) 638-9907

Email:  WhitehorseFinCredLLC@virtusllc.com
	JPMCB:	JPMorgan Chase Bank, National Association

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware  19713	Attention:  Robert Nichols

Facsimile:  (302) 634-1092
	 	with a copy to:	 
	 	JPMorgan Chase Bank, National Association

270 Park Avenue

New York, New York  10017	Attention:  Eugene O'Neill

Telephone:  212-834-9295
	Each other Financing Provider:	The address (or facsimile number or electronic mail address) provided by it to the Administrative Agent.	 




 






    - 4 -


     


    

 


SCHEDULE 2


 


Contents of Notices of Acquisition


 


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


 


JPMorgan Chase Bank, National Association,

as Administrative Agent

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

DE_Custom_Business

Attention: Nick Rapak

Email: de_custom_business@jpmorgan.com

brian.m.larocca@jpmorgan.com


 


JPMorgan Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Michael Grogan

Email: NA_Private_Financing_Diligence@jpmorgan.com


 


JPMorgan Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

DE_Custom_Business

Attention: Robert Nichols


 


cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group, LP, as Collateral Administrator


 






     


     


    

 


Ladies and Gentlemen:


 


Reference is hereby made to the Fourth Amended
and Restated Loan Agreement, dated as of November 22, 2019 (as amended from time to time, the "Agreement"),
among WhiteHorse Finance Credit I, LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association,
as administrative agent (the "Administrative Agent"), WhiteHorse Finance, Inc., as portfolio manager (the
 "Portfolio Manager"), the financing providers party thereto and the collateral agent, collateral administrator
and securities intermediary party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings given such terms in the Agreement.


 


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


 


	Obligor	Jurisdiction	Currency	Identifier

    (LoanX)	Requested

    Notional

    Amount	Asset
    Class	Current
    Pay

    (Y/N)	Syndication

    Type	Lien	Tranche
    

    Size	Price	Spread/Coupon	Base
    

    Rate	Reference
    

    Rate Floor	Maturity	Moody's
    

    Industry	LTM
    EBITDA 

    (in millions)	LTM
    Capital

    Expenditures (in

    millions)	Leverage
    Through

    Tranche (Net)	Financial
    

    Covenants
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


To the extent available, we have included
herewith (1) the material underlying instruments (including the collateral and security documents) relating to each such Portfolio
Investment, (2) audited financial statement for the previous most recently ended three years of the obligor of each such Portfolio
Investment, (3) quarterly statements for the previous most recently ended eight fiscal quarters of the obligor of each such
Portfolio Investment, (4) any appraisal or valuation reports conducted by third parties in connection with the proposed investment
by the Company, (5) applicable "proof of existence" details (if requested by the Administrative Agent) and (6) the
ratio of indebtedness to EBITDA as calculated by the Portfolio Manager. The Portfolio Manager acknowledges that it will provide
such other information from time to time reasonably requested by the Administrative Agent.


 





	 	Very truly yours,
	 	 
	 	WHITEHORSE FINANCE, INC., as Portfolio Manager




 


 


	 	By	 
	 	Name:	 
	 	Title:	 




 






     - 2 -


     


    

 



SCHEDULE 3


 


Eligibility Criteria


 


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



 


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



 


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



 


		4.	Such Portfolio Investment is denominated and payable in USD or CAD.



 


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



 


		6.	Such Portfolio Investment provides for periodic payments of interest thereon in cash at least semi-annually.



 


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



 


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



 


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



 


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



 


		11.	In the case of a Portfolio Investment that is a Senior Secured Loan, Second Lien Loan or FLLO Loan, (i) the Administrative
Agent is an "Eligible Assignee" (as such term, or comparable term, is defined in the documents evidencing such Portfolio
Investment) and such Portfolio Investment is otherwise permitted to be entered into by, sold or assigned to the Administrative
Agent and (ii) if the Portfolio Manager and the administrative agent in respect of such Portfolio Investment are affiliates,
within 30 days following the date of the Purchase of such Portfolio Investment by the Company (or, if the Amendment Effective Date
is later than the date of the Purchase of such Portfolio Investment, within 30 days following the Amendment Effective Date), the
Company shall have delivered to the Administrative Agent an assignment agreement duly executed by the administrative agent and/or
obligor in respect of such Portfolio Investment, naming the Administrative Agent as assignee.



 






    	 	 	 



     


    

 


		12.	The Portfolio Investment has been, or substantially concurrently with the acquisition thereof will be, Delivered to the Collateral
Agent



 


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


 


"Eligible Jurisdictions"
means Canada and the United States.


 


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


 


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


 


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


 


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


 






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SCHEDULE 4


 


Concentration Limitations


 


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


 


		1.	Not more than 5% of the Collateral Principal Amount may constitute the funded principal amount and Unfunded Exposure Amount,
collateralized or uncollateralized, of Portfolio Investments issued by a single obligor and its Affiliates; provided that,
the funded principal amount and Unfunded Exposure Amount, collateralized or uncollateralized, of Portfolio Investments that are
Senior Secured Loans issued by three obligors and their Affiliates may constitute up to 7.5% of the Collateral Principal Amount.
Notwithstanding the foregoing, no obligor shall be deemed an Affiliate of any person solely because they are under the control
of the same private equity sponsor or similar sponsor or because such obligor is owned by a common holding company with an obligor
of another obligation so long as the collateral securing such loans is not common.



 


		2.	Not less than 85% of the Collateral Principal Amount may consist of cash, Eligible Investments representing Principal Proceeds
and the funded principal amount of Senior Secured Loans.



 


		3.	(i) Not more than 15% of the Collateral Principal Amount may consist of FLLO Loans or Second Lien Loans (as determined
by the Administrative Agent in its sole discretion) and (ii) not more than 10% of the Collateral Principal Amount may consist
of Second Lien Loans.



 


		4.	Not more than 25% of the Collateral Principal Amount may consist of the funded principal amount of obligations of obligors
with an EBITDA of less than U.S.$10,000,000 for cash flow loans; provided that not more than 0.0% of the Collateral Principal
Amount may consist of the funded principal amount of obligations of obligors with an EBITDA of less than U.S.$5,000,000 for cash
flow loans.



 


		5.	Not more than 20% of the Collateral Principal Amount may consist of the funded principal amount of Portfolio Investments that
are issued by obligors that belong to the same Moody's Industry Classification. As used herein, "Moody's Industry Classifications"
means the industry classifications set forth in Schedule 6 hereto, as such industry classifications shall be updated at the option
of the Portfolio Manager (with the consent of the Administrative Agent) if Moody's publishes revised industry classifications.



 


		6.	The Unfunded Exposure Amount, collateralized or uncollateralized, shall not exceed 5% of the Collateral Principal Amount.



 


		7.	Not more than 10% of the Collateral Principal Amount may consist of Portfolio Investments denominated and payable in CAD.



 


		8.	Not more than 10% of the Collateral Principal Amount may consist of Portfolio Investments whose primary obligor is located
in Canada.



 






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SCHEDULE 5


 


Initial Portfolio Investments


 






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SCHEDULE 6


 


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


 






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EXHIBIT A


 


Form of Request for Advance


 


JPMorgan Chase Bank, National Association,

as Administrative Agent

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

DE_Custom_Business

Attention: Nick Rapak

Email: de_custom_business@jpmorgan.com

brian.m.larocca@jpmorgan.com


 


JPMorgan Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Louis Cerrotta

Email: louis.cerrotta@jpmorgan.com


 


JPMorgan Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

Attention: Robert Nichols


 


cc:


 


Citibank, N.A., as Collateral Agent


 


Virtus Group, LP, as Collateral Administrator


 


Ladies and Gentlemen:


 


Reference is hereby made to the Fourth Amended
and Restated Loan Agreement, dated as of November 22, 2019 (as amended from time to time, the "Agreement"),
among WhiteHorse Finance Credit I, LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association,
as administrative agent (the "Administrative Agent"), WhiteHorse Finance, Inc., as portfolio manager (the
 "Portfolio Manager"), the financing providers party thereto and the collateral agent, collateral administrator
and securities intermediary party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings given such terms in the Agreement.


 


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


 


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


 






    		- 6 -	 



     


    

 


(2)            The
aggregate amount of the Advance requested hereby is [USD][CAD][_________].1


 


(3)            The
Currency of the Advance requested hereby is [USD][CAD]


 


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


 


	Security	Par	Price	Purchased Interest (if any)
	 	 	 	 
	 	 	 	 


 


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


 


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




	 	 
	 	By	 
	 	Name:
	 	Title:




 





 
















1
Note: The requested Financing shall be in an amount such that, after giving effect thereto and the related purchase
(if any) of the applicable Portfolio Investment(s), the Borrowing Base Test and the Minimum Equity Test are each satisfied.




 





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