Exhibit 10.12


 


EXECUTION VERSION


 


THE SECURITIES REPRESENTED BY THIS AGREEMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED
OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES OR OTHER JURISDICTIONS. THEY ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION, QUALIFICATION OR EXEMPTION THEREFROM AND IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
OR OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


WHF STRS
OHIO SENIOR LOAN FUND LLC


 


LIMITED
LIABILITY COMPANY AGREEMENT


 




     


     


    

 


Table
of Contents





 


	 	 	Page
	 	 	 
	ARTICLE 1 DEFINITIONS	1
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	ARTICLE 2 GENERAL PROVISIONS	7
	 	 	 
	Section 2.1	Formation of the Limited Liability Company	7
	 	 	 
	Section 2.2	Company Name	7
	 	 	 
	Section 2.3	Place of Business; Agent for Service of Process	7
	 	 	 
	Section 2.4	Purpose and Powers of the Company	7
	 	 	 
	Section 2.5	Fiscal Year	8
	 	 	 
	Section 2.6	Liability of Members	8
	 	 	 
	Section 2.7	Member List	8
	 	 	 
	ARTICLE 3 COMPANY CAPITAL AND INTERESTS	8
	 	 	 
	Section 3.1	Capital Commitments	8
	 	 	 
	Section 3.2	Temporary Advances	8
	 	 	 
	Section 3.3	Defaulting Members	9
	 	 	 
	Section 3.4	Interest or Withdrawals	10
	 	 	 
	Section 3.5	Admission of Additional Members	10
	 	 	 
	Section 3.6	Alternative Investment Vehicle	11
	 	 	 
	ARTICLE 4 ALLOCATIONS	11
	 	 	 
	Section 4.1	Capital Accounts	11
	 	 	 
	Section 4.2	Allocations	11
	 	 	 
	Section 4.3	Changes of Interests	12
	 	 	 
	Section 4.4	Income Taxes and Tax Capital Accounts	12
	 	 	 
	ARTICLE 5 DISTRIBUTIONS	12
	 	 	 
	Section 5.1	General	12
	 	 	 
	Section 5.2	Withholding	13
	 	 	 
	Section 5.3	Certain Limitations	13
	 	 	 
	ARTICLE 6 MANAGEMENT OF COMPANY	13
	 	 	 
	Section 6.1	Management Generally; Delegation of Authority	13
	 	 	 
	Section 6.2	Board of Managers	14
	 	 	 
	Section 6.3	Meetings of the Board of Managers	14
	 	 	 
	Section 6.4	Quorum; Acts of the Board	14
	 	 	 
	Section 6.5	Electronic Communications	15


 




    -i- 


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 6.6	Compensation of Managers; Expenses	15
	 	 	 
	Section 6.7	Removal and Resignation of Managers; Vacancies	15
	 	 	 
	Section 6.8	Managers as Agents	15
	 	 	 
	Section 6.9	Duties of the Board	15
	 	 	 
	Section 6.10	Reliance by Third Parties	16
	 	 	 
	Section 6.11	Members’ Outside Transactions; Investment Opportunities	16
	 	 	 
	Section 6.12	Indemnification	17
	 	 	 
	Section 6.13	Partnership Representative	18
	 	 	 
	Section 6.14	Senior Financing	19
	 	 	 
	Section 6.15	Budget	19
	 	 	 
	ARTICLE 7 TRANSFERS OF COMPANY INTERESTS; WITHDRAWALS	20
	 	 	 
	Section 7.1	Transfers by Members	20
	 	 	 
	Section 7.2	Withdrawal by Members	21
	 	 	 
	ARTICLE 8 TERM, DISSOLUTION AND LIQUIDATION OF COMPANY	21
	 	 	 
	Section 8.1	Term	21
	 	 	 
	Section 8.2	Dissolution	21
	 	 	 
	Section 8.3	Wind-Up	22
	 	 	 
	ARTICLE 9 ACCOUNTING, REPORTING AND VALUATION PROVISIONS	25
	 	 	 
	Section 9.1	Books and Accounts	25
	 	 	 
	Section 9.2	Financial Reports; Tax Return	25
	 	 	 
	Section 9.3	Tax Elections	26
	 	 	 
	Section 9.4	Confidentiality	26
	 	 	 
	Section 9.5	Valuation	27
	 	 	 
	ARTICLE 10 MISCELLANEOUS PROVISIONS	27
	 	 	 
	Section 10.1	Power of Attorney	27
	 	 	 
	Section 10.2	Governing Law; Jurisdiction; Jury Waiver; Waiver of Partition	28
	 	 	 
	Section 10.3	Certificate of Formation	28
	 	 	 
	Section 10.4	Force Majeure	28
	 	 	 
	Section 10.5	Waivers	29
	 	 	 
	Section 10.6	Notices	29
	 	 	 
	Section 10.7	Construction	29
	 	 	 
	Section 10.8	Amendments	30


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 10.9	Further Assurances	30
	 	 	 
	Section 10.10	Legal Counsel	30
	 	 	 
	Section 10.11	Execution	30
	 	 	 
	Section 10.12	Binding Effect	30
	 	 	 
	Section 10.13	Severability	30
	 	 	 
	Section 10.14	Computation of Time	30
	 	 	 
	Section 10.15	Entire Agreement	30


 




    -iii- 


     


    




 


WHF STRS
OHIO SENIOR LOAN FUND LLC

LIMITED LIABILITY COMPANY AGREEMENT


 


This Limited Liability
Company Agreement, dated as of January 14, 2019, of WHF STRS Ohio Senior Loan Fund LLC (the “Company”)
is entered into by and between WhiteHorse Finance, Inc., a Delaware corporation, and State Teachers Retirement System of Ohio,
a public pension fund established under Ohio law (each, a “Member” and collectively, the “Members”).


 


WHEREAS, the Members
desire to form a co-managed limited liability company under the Act (as defined below) for the purposes and pursuant to the terms
set forth herein.


 


NOW THEREFORE, in consideration
of the mutual agreements set forth below, and intending to be legally bound, the Members hereby agree as follows:


 


ARTICLE
1

DEFINITIONS


 


Section 1.1          Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


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


 


“Act”
means the Limited Liability Company Act of the State of Delaware, as amended from time to time.


 


“Administrative
Agent” means H.I.G. WhiteHorse Administration, LLC, a Delaware limited liability company, or an affiliate thereof retained
by the Company with Board Approval to perform administrative services for the Company.


 


“Administrative
Fee” means the administrative fee due to the Administrative Agent pursuant to Section 3(b) of the Administrative
Services Agreement.


 


“Administrative
Services Agreement” means the Administrative and Loan Services Agreement between the Company and the Administrative Agent,
as amended from time to time with Board Approval.


 


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


 


“Affiliate”
means, with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.


 


“Agreement”
means this Limited Liability Company Agreement, as it may from time to time be amended.


 


“Alternative
Investment Vehicle” has the meaning set forth in Section 3.6.


 


“Alternative
Rate” means the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar
institution (including any committee or working group thereof) in the jurisdiction of the applicable index currency that is consistent
with accepted market practice, which, for the avoidance of doubt, shall be the Secured Overnight Financing Rate (SOFR), as published
by the Federal Reserve Bank of New York.


 


“Board”
means the Board of Managers of the Company.


 




    	 	-1-	 



     


    

 


“Board Approval”
means, as to any matter requiring Board Approval hereunder, the unanimous approval by a quorum of the Board.


 


“Budget”
has the meaning set forth in Section 6.15(a).


 


“Capital Account”
means, as to each Member, the capital account maintained on the books of the Company for such Member in accordance with Section 4.1.


 


“Capital Commitment”
means, as to each Member, the aggregate amount set forth in such Member’s Subscription Agreement or Agreements delivered
herewith or after the date hereof and on the Member List, which is contributed or agreed to be contributed to the Company by such
Member as a Capital Contribution.


 


“Capital Contribution”
means, as to each Member, the aggregate amount of cash contributed to the equity capital of the Company by such Member or the fair
market value of any property contributed to the equity capital of the Company by such Member, each as set forth in Section 3.1.
The Capital Contribution of a Member that is an assignee of all or a portion of an equity interest in the Company shall include
the Capital Contribution of the assignor (or a pro rata portion thereof in the case of an assignment of less than the Entire Interest
of the assignor).


 


“Cause”
means, (i) in the case of a Member, bad faith, gross negligence, fraud, willful misrepresentation or intentional misconduct
in connection with its obligations as a member of the Company hereunder, and (b) in the case of the Administrative Agent,
bad faith, gross negligence, fraud, willful misrepresentation or intentional misconduct in connection with its services to the
Company under the Administrative Services Agreement, any material violation of this Agreement or the Administrative Services Agreement
which, if such material violation can be cured, has not been cured within 30 days, or a material violation of applicable securities
laws.


 


“Certificate
of Formation” means the certificate of formation for the Company filed under the Act, as amended from time to time.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Company”
has the meaning set forth in the recitals.


 


“Control”
means the power, directly or indirectly, to direct the management or policies of a Person, whether by ownership of securities,
by contract or otherwise.


 


“Default”
has the meaning set forth in Section 3.3(a).


 


“Default Date”
has the meaning set forth in Section 3.3(a).


 


“Defaulting
Member” has the meaning set forth in Section 3.3(a).


 


“Depreciation”
means, for each Fiscal Year (or other applicable period), an amount equal to the depreciation, amortization or other cost recovery
deduction allowable for U.S. federal income tax purposes with respect to an asset for such period, except that (i) if the
Gross Asset Value of an asset differs from its adjusted tax basis and such difference is being eliminated by use of the “remedial
method” defined by Section 1.704-3(d) of the Treasury Regulations, Depreciation for such period shall be the amount
of book basis recovered for such period under the rules prescribed by Section 1.704-3(d)(2) of the Treasury Regulations, and
(ii) if the Gross Asset Value of any other asset differs from its adjusted tax basis for U.S. federal income tax purposes
at the beginning of such period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value
as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such period bears to such beginning
adjusted tax basis; provided, however, that if the adjusted tax basis for U.S. federal income tax purposes of an
asset at the beginning of such period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value
using any reasonable method selected by the Administrative Agent.


 




    	 	-2-	 



     


    

 


“Entire Interest”
means all of a Member’s interests in the Company, including the Member’s transferable interest and all management and
other rights.


 


“ERISA”
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Plan”
a Person that is an “employee benefit plan” within the meaning of, and subject to the provisions of, ERISA.


 


“Event of
Default” has the meaning set forth in Section 3.3(c).


 


“Expenses”
means all costs and expenses, of whatever nature, directly or indirectly borne by the Company, including, without limitation, those
borne by the Company under the Administrative Services Agreement, the Administrative Fee, the reimbursement of fees and expenses
set forth in the last sentence of Section 6.14 and the Organization Costs.


 


“Fiscal Year”
means the accounting period of the Company ending on December 31 of each year.


 


“GAAP”
means U.S. generally accepted accounting principles.


 


“Governmental
Authority” means any U.S. federal, state, local or foreign governmental or quasi-governmental entity, agency or regulatory
body.


 


“Gross Asset
Value” means, with respect to any asset of the Company, the asset’s adjusted basis for U.S. federal income tax
purposes, except as follows:


 


(i)          the
Gross Asset Value of any asset contributed by a Member to the Company is the Value of such asset as determined in accordance with
Section 9.5 at the time of contribution;


 


(ii)         the
Gross Asset Value of all Company assets shall be adjusted to equal their respective Values determined in accordance with Section 9.5,
including as of the following times: (A) the acquisition of any additional interests in the Company by any new or existing Member
in exchange more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis
amount of property as consideration for an additional interest in the Company; (C) the liquidation of the Company within the meaning
of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations; or (D) at such other times as are permitted under the Treasury
Regulations; provided, however, that the adjustments pursuant to clauses (A), (B) and (D) above shall be made only
if the Board determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members
in the Company; and


 


(iii)        the
Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the Value of such asset on the date
of distribution as determined in accordance with Section 9.5.


 


If the Gross Asset
Value of an asset of the Company has been determined or adjusted pursuant to subparagraph (i) or (ii) of the foregoing
definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset
for purposes of computing Profits or Losses.


 




    	 	-3-	 



     


    

 


“Indemnified
Loss” has the meaning set forth in Section 6.12(a).


 


“Investment”
means an investment of any type held, directly or indirectly, other than interests in Subsidiaries.


 


“Investor
Laws” has the meaning set forth in Section 7.2(b).


 


“LIBOR”
means the one-month London InterBank Offered Rate. Notwithstanding the preceding sentence, if LIBOR has been permanently or temporarily
discontinued, LIBOR shall be substituted with the Alternative Rate. As part of such substitution, the Board may make such adjustments
to the Alternative Rate or the spread thereon, in each case that are consistent with accepted market practice for the use of such
Alternative Rate.


 


“Manager”
means each Person elected, designated or appointed to serve as a member of the Board.


 


“Member”
and “Members” have the meaning set forth in the recitals and also includes any Person that becomes a Member
of the Company after the date hereof under the terms of this Agreement.


 


“Member List”
has the meaning set forth in Section 2.7.


 


“Non-Defaulting
Member” has the meaning set forth in Section 3.3(b).


 


“Organization
Costs” means all out-of-pocket costs and expenses reasonably incurred directly by the Company or for the Company by a
Member or its Affiliates in connection with the formation and capitalization of the Company, the initial offering of interests
in the Company to WHF and STRS Ohio, and the preparation by the Company to commence its business operations, including, without
limitation, reasonable and documented (i) fees and disbursements of external legal counsel to (A) the Company, (B) the
Administrative Agent or its Affiliates or (C) each Member up to $50,000 for each Member, other than the fees and disbursements
associated with the negotiation and execution of this Agreement, and (ii) accountant fees and other fees for professional
services. The total amount of Organization Costs shall not exceed $200,000.


 


“Partnership
Representative” has the meaning set forth in Section 6.13(a).


 


“Person”
means an individual, corporation, partnership, association, joint venture, company, limited liability company, trust, Governmental
Authority or other entity.


 


“Portfolio
Company” means, with respect to any Investment, any Person that is the issuer of any equity securities, equity-related
securities or obligations, debt instruments or debt-related securities or obligations (including senior debt instruments, including
investments in senior loans, senior debt securities and any notes or other evidences of indebtedness, preferred equity, warrants,
options, subordinated debt, mezzanine securities or similar securities or instruments) that are the subject of such Investment.
For the avoidance of doubt, direct or indirect wholly owned Subsidiaries of the Company are not Portfolio Companies.


 


“Proceeding”
has the meaning set forth in Section 6.12(a).


 




    	 	-4-	 



     


    

 


“Profits”
and “Losses” mean, for each Fiscal Year (or other applicable period), an amount equal to the Company’s
taxable income or loss for such period, determined in accordance with Section 703(a) of the Code (for this purpose, all items
of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(l) of the Code shall be included
in taxable income or loss), with the following adjustments:


 


(i)          Income
of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses
shall be added to such taxable income or loss.


 


(ii)         Expenditures
of the Company described in Section 705(a)(2)(B) of the Code or treated as such expenditures pursuant to Section 1.704-l(b)(2)(iv)(i) of
the Treasury Regulations, and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable
income or loss.


 


(iii)        In
the event the Gross Asset Value of the Company is adjusted, the amount of such adjustment shall be taken into account as gain or
loss from the disposition of such asset for purposes of computing Profits or Losses.


 


(iv)        Gain
or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for U.S. federal income
tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted
tax basis of such property differs from its Gross Asset Value.


 


(v)         In
lieu of depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such period computed in accordance with the definition thereof.


 


(vi)        To
the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code is required
pursuant to Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations to be taken into account in determining Capital Accounts
as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment
shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the
basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses.


 


(vii)       Any
items which are specially allocated pursuant to this Agreement shall not be taken into account in computing Profits or Losses.


 


(viii)      The
amounts of items of Company income, gain, loss or deduction available to be specially allocated pursuant to this Agreement shall
be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.


 


“Proportionate
Share” means, as to any Member, the percentage that its Capital Account represents of all Capital Accounts.


 


“Revolving
Credit Investment” means any revolving credit facility or similar credit facility provided by the Company, directly or
indirectly, to a borrower or acquired from another Person; provided that in the case of any such credit facility provided
or acquired indirectly through another entity which is not wholly owned by the Company, the Revolving Credit Investment shall be
the Company’s proportionate share thereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 




    	 	-5-	 



     


    

 


“STRS Ohio”
means State Teachers Retirement System of Ohio, a public pension fund established under Ohio law, or any Person substituted for
STRS Ohio as a Member pursuant to the terms of this Agreement.


 


“Subordinated
Note” means each of (i) the Subordinated Note of the Company issued to WHF on the date hereof and (ii) the
Subordinated Note of the Company issued to STRS Ohio on the date hereof.


 


“Subscription
Agreement” means any subscription agreement entered into by a Member in respect of its Capital Commitment.


 


“Subsidiary” as
to any Person, means any corporation, partnership, limited liability company, joint venture, trust or estate of or in which more
than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether at the time capital stock of any other class of such corporation may have voting power
upon the happening of a contingency), (b) the interest in the capital or profits of such partnership, limited liability company,
or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled
through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Temporary
Advance” has the meaning set forth in Section 3.2(a).


 


“Temporary
Advance Rate” means, with respect to any period, the rate equal to (i) the sum of the average LIBOR during such
period (expressed as an annual rate) plus 4.5%) per annum, multiplied by (ii) a fraction, the numerator of which is the number
of days in such period and the denominator of which is 365; provided that (A) the Temporary Advance Rate for any Temporary
Advance outstanding for less than four days shall equal zero and (B) the Board may adjust such Temporary Advance Rate from time
to time.


 


“Temporary
Investments” means short-term investments consisting of (a) U.S. government and agency obligations maturing within
one hundred eighty (180) days, (b) commercial paper rated not lower than A-1 by Standard & Poor’s Rating Services or
P-1 by Moody’s Investors Service, Inc. with maturities of not more than six (6) months and one (1) day, (c) interest-bearing
deposits in U.S. banks and U.S. branches of French, Japanese, English, Swiss, Dutch or Canadian banks, in either case having one
of the ratings referred to above, maturing within one hundred eighty (180) days, (d) money market mutual funds with assets of not
less than $750 million ($750,000,000) and all or substantially all of which assets are reasonably believed by the Board to consist
of items described in one or more of the foregoing clauses (a), (b) and (c), and (e) overnight repurchase agreements with primary
federal reserve bank dealers collateralized by direct U.S. government obligations and/or money market instruments and deposits
with banks and other financial institutions determined by the Board in good faith to be reputable. For greater certainty, the foregoing
requirements shall in no way apply to special purpose accounts established in connection with the consummation of an Investment.


 


“Temporary
Investment Income” means income from Temporary Investments, net of related expenses and reserves which are allocated
to such income.


 


“Transfer”
or “transfer” means, with respect to any Member’s interest in the Company, the direct or indirect sale,
assignment, a change of control (including also any going-public transaction) of the Company, transfer, withdrawal, mortgage, pledge,
hypothecation, exchange or other disposition of any part or all of such interest, whether or not for value and whether such disposition
is voluntary, involuntary, by operation of law or otherwise, and, in the case of WHF, any person or “group” (within
the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), other than H.I.G. Capital, L.L.C.
or its Affiliates, shall have acquired beneficial ownership of a majority of the voting interests of WHF. A “transferee”
or “transferor” means a Person that receives or makes a transfer.


 




    	 	-6-	 



     


    

 


“Treasury
Regulations” means all final and temporary federal income tax regulations, as amended from time to time, issued under
the Code by the United States Department of the Treasury.


 


“Value”
means, as of the date of computation with respect to an asset of the Company or any asset to be acquired by the Company, the value
of such asset determined in accordance with Section 9.5.


 


“WHF”
means WhiteHorse Finance, Inc., a Delaware corporation, or any Person substituted for WhiteHorse Finance, Inc. as a Member pursuant
to the terms of this Agreement.


 


ARTICLE
2

GENERAL PROVISIONS


 


Section 2.1          Formation
of the Limited Liability Company. The Company was formed under and pursuant to the Act upon the filing of the Certificate of
Formation in the office of the Secretary of State of the State of Delaware, and the Members hereby agree to continue the Company
under and pursuant to the Act. The Members agree that the rights, duties and liabilities of the Members shall be as provided in
the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof shall be admitted as
a Member at the time such Person has executed this Agreement or a counterpart of this Agreement.


 


Section 2.2          Company
Name. The name of the Company shall be “WHF STRS Ohio Senior Loan Fund LLC” or such other name as approved by Board
Approval.


 


Section 2.3          Place
of Business; Agent for Service of Process.


 


(a)         The
registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801, or such
other place as the Board may designate. The name of Company’s registered agent for service at such address is The Corporation
Trust Company or such other Person as the Members may designate.


 


(b)         The
initial principal business office of the Company shall be at 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131.


 


Section 2.4          Purpose
and Powers of the Company.


 


(a)         The
purpose and business of the Company shall be (i) to make Investments, either directly or indirectly through Subsidiaries or
other Persons, in senior secured loans of privately held companies, with guidelines as established from time to time by Board Approval,
and (ii) to engage in any other lawful acts or activities as the Board deems reasonably necessary or advisable for which limited
liability companies may be organized under the Act.


 


(b)         Subject
to the provisions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate,
proper, advisable, convenient or incidental to, or for the furtherance of, the purposes set forth in Section 2.4(a).


 


(c)         The
Company may enter into and perform Subscription Agreements among the Company and each Member, without any further act, vote or
approval of any Member notwithstanding any other provision of this Agreement (other than Section 3.1(a)), the Act or
any other applicable law, rule or regulation.


 




    	 	-7-	 



     


    

 


Section 2.5          Fiscal
Year. The fiscal year of the Company shall be the period ending on December 31 of each year.


 


Section 2.6          Liability
of Members. Except as expressly provided in this Agreement, a Member shall have no liability for the repayment, satisfaction
and discharge of the debts, liabilities and obligations of the Company other than as may be expressly required by the Act. A Member
that receives a distribution made in violation of the Act shall be liable to the Company for the amount of such distribution to
the extent, and only to the extent, required by the Act. The Members, in their capacities as such, shall not otherwise be liable
for the repayment, satisfaction or discharge of the Company’s debts, liabilities and obligations, except that each Member
shall be required to make Capital Contributions in accordance with the terms of this Agreement and shall be required to repay any
distributions which are not made in accordance with this Agreement.


 


Section 2.7          Member
List. The Administrative Agent shall cause to be maintained in the principal office of the Company a list (the “Member
List”) setting forth, with respect to each Member, such Member’s name, address, Capital Commitment, Capital Contributions
and such other information as the Administrative Agent may deem necessary or desirable or as required by the Act. The Administrative
Agent shall from time to time update the Member List as necessary to reflect accurately the information therein. Any reference
in this Agreement to the Member List shall be deemed to be a reference to the Member List as in effect from time to time. No action
of the Members shall be required to supplement or amend the Member List. Revisions to the Member List made by the Administrative
Agent as a result of changes to the information set forth therein made in accordance with this Agreement shall not constitute an
amendment of this Agreement.


 


ARTICLE
3

COMPANY CAPITAL AND INTERESTS


 


Section 3.1           Capital
Commitments.


 


(a)         Each
Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreements and
shall be payable in cash in U.S. dollars, or, with Board Approval, other property. Following Board Approval of an Investment or
a Capital Contribution, the Administrative Agent shall issue a notice to each Member setting forth the terms of the associated
Capital Contribution, including the payment date (provided that notice shall be provided no less than three business days prior
to the payment date). Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments.


 


(b)         Capital
Contributions which are not used within 90 days shall be returned to the Members (with any Temporary Investment Income earned
thereon) in the same proportion in which made, in which case such amount shall be added back to the unfunded Capital Commitments
of the Members and may be recalled by the Company as set forth in this Article 3.


 


Section 3.2           Temporary
Advances.


 


(a)         A
Member may (i) in its discretion and upon prior notice to the other Member, (A) if the Company does not have sufficient
liquidity to pay its obligations as they come due, make loans to temporarily fund the Company until Capital Contributions are made
by the Members as set forth in Section 3.1 or (B) make loans to temporarily fund the Company in order to make
Investments until Capital Contributions are made by the Members as set forth in Section 3.1 or (ii) with Board
Approval, contribute property with a fair market value in excess of such Member’s required Capital Contribution on such date
(such loan or the amount of such excess, a “Temporary Advance”).


 




    	 	-8-	 



     


    

 


(b)        At
the time of any Capital Contribution pursuant to Section 3.1, without any further approval by the Board or any Member,
an amount equal to any outstanding unreturned Temporary Advance, plus interest at the Temporary Advance Rate, shall be repaid to
the Member who made such Temporary Advance from the other Member’s Capital Contribution. At the time of any distribution
pursuant to Section 5.1(d), any outstanding unreturned Temporary Advances, plus interest at the Temporary Advance Rate,
shall be paid as set forth in Section 5.1(d)(i).


 


(c)         Any
Temporary Advance made pursuant to this Section 3.2 shall be repaid on the later of (i) 30 days from the date
on which the Temporary Advance was made, or (ii) 10 business days after a capital call is made with respect to any such Temporary
Advance.


 


Section 3.3          Defaulting
Members.


 


(a)         A
“Default” in respect of any Member (a “Defaulting Member”) means the occurrence of any of
the following events:


 


(i)          the
failure of such Member to pay in full any portion of such Member’s Capital Commitment;


 


(ii)         a
material breach of this Agreement by such Member; or


 


(iii)        any
action by such Member that constitutes Cause.


 


(b)         If
the other Member (the “Non-Defaulting Member”) has provided written notice to the Defaulting Member, and the
Default has not been cured within 10 days after such written notice has been given (the “Default Date”),
the Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies:


 


(i)          on
behalf of the Company, collect such unpaid portion, together with interest on the amount of such payment from the date such payment
was required to be made until the date of payment at a rate per annum equal to the “prime rate”, as published in the
“Money Rates” section of The Wall Street Journal in effect on the date such payment was required to be made,
plus 4% (and all attorneys’ fees and other costs incident thereto), by exercising and/or pursuing any legal remedy the Company
may have to collect such portion; provided that if The Wall Street Journal ceases publication of such rate, then
such rate shall mean such rate selected by the Company in its reasonable judgment as most nearly approximates the foregoing, and
changes in such rate shall be effective simultaneously with the change in the “prime rate” as so published or selected;
and


 


(ii)         exercise
any legal remedy, including, without limitation, recovering from the Defaulting Member all damages arising from or related to the
Default to the extent incurred by the non-Defaulting Member.


 


(c)         An
“Event of Default” means that a Non-Defaulting Member has given written notice to the Defaulting Member, and
the Default has not been cured within 20 business days after the Default Date. If an Event of Default occurs, the Non-Defaulting
Member, in its sole discretion, shall have the right to dissolve and wind up the Company in accordance with Article 8.


 




    	 	-9-	 



     


    

 


(d)         Notwithstanding
Section 3.3(c), in the case of a Default pursuant to Section 3.3(a)(i), an Event of Default may be cured if
the Defaulting Member contributes the required Capital Contribution, plus any interest or related damages pursuant to Section
3.3(b)(i) within 10 days from the Default Date.


 


Except as set forth
below, the Non-Defaulting Member’s election to pursue any such remedies in Section 3.3(b) or Section 3.3(c)
shall not be deemed to preclude such Member from pursuing any other such remedy, or any other available remedy, simultaneously
or subsequently.


 


(e)         Notwithstanding
any provision of this Agreement to the contrary:


 


(i)          a
Defaulting Member shall remain fully liable to the Company to the extent provided by law as if such default had not occurred;


 


(ii)         a
Defaulting Member shall not be entitled to distributions made after the Default Date until the Default is cured and any such distributions
to which such Defaulting Member would otherwise have been entitled if such Default had not occurred shall be debited against the
Capital Account of the Defaulting Member so as to reduce the remaining amount of the Default; and


 


(iii)        the
Company shall not make new Investments after the Default Date until the Default is cured; provided, however, that
the Company shall continue to (A) make Investments which the Company was committed to make in whole or in part (as evidenced
by a commitment letter, executed term sheet or executed letter of intent, or definitive legal documents under which less than all
advances have been made) prior to the Default Date and (B) satisfy funding or other obligations with respect to all Investments
made prior to the Default Date, including any ongoing funding obligations relating to Revolving Credit Investments.


 


Section 3.4          Interest
or Withdrawals. With the exception of Temporary Investment Income, no Member shall be entitled to receive any interest on any
Capital Contribution to the Company. Except as otherwise specifically provided herein, no Member shall be entitled to withdraw
any part of its Capital Contributions or Capital Account balance.


 


Section 3.5          Admission
of Additional Members.


 


(a)         The
Members may, with Board Approval, (i) admit additional Members upon terms approved by Board Approval, (ii) permit existing
Members to subscribe for additional interests in the Company and (iii) admit a substitute Member in accordance with Section 7.1.
The Board may condition any admission of additional Members upon the acceptance of appropriate amendments to this Agreement.


 


(b)         Each
additional Member shall execute and deliver a written instrument satisfactory to each of the existing Members whereby such Member
shall become a party to this Agreement, as well as a Subscription Agreement and any other documents reasonably required by the
existing Members. Each such additional Member shall thereafter be entitled to all the rights and subject to all the obligations
of Members as set forth in this Agreement. Upon the admission of or the increase in the interest of any Member as herein provided,
the Administrative Agent is hereby authorized to update the Member List, as required, to reflect such admission or increase.


 




    	 	-10-	 



     


    

 


Section 3.6          Alternative
Investment Vehicle. Based on legal, tax, regulatory and other structuring considerations, in connection with particular Investments,
the Company may, with Board Approval, create one or more parallel partnerships, corporations or other entities (each, an “Alternative
Investment Vehicle”) for purposes of making, holding and disposing of one or more Investments. One or more of the Members
shall be required to provide capital directly to each such Alternative Investment Vehicle to the same extent, for the same purposes
and on the same terms and conditions as the Members are required to provide capital to the Company and such capital shall reduce
the unfunded Capital Commitment to the same extent as if made to the Company. The terms of any Alternative Investment Vehicle,
including the terms with respect to management and control of the Alternative Investment Vehicle, shall be substantially similar
in all material respects to those of the Company; provided that such terms may vary based on the structure of the relevant
transaction, legal, tax and regulatory considerations. Any such Alternative Investment Vehicle will be structured in a manner whereby
the Members participating in such Alternative Investment Vehicle shall bear the incremental costs of the alternative arrangement
(including taxes). The governing documents of any Alternative Investment Vehicle shall provide for the limited liability of the
Members to the same extent in all material respects as is provided to the Members under this Agreement. If a Member fails to provide
all or a portion of its required capital to an Alternative Investment Vehicle on the applicable drawdown date (unless such Member
is excused from providing such capital by the governing documents of such Alternative Investment Vehicle), the other Member shall
be entitled to pursue any and all remedies set forth in Section 3.3 in addition to any applicable provisions of the
governing documents of the Alternative Investment Vehicle.


 


ARTICLE
4

ALLOCATIONS


 


Section 4.1          Capital
Accounts.


 


(a)         An
individual capital account (a “Capital Account”) shall be maintained for each Member consisting of such Member’s
Capital Contributions, increased or decreased by Profit or Loss allocated to such Member, decreased by the cash or Value of property
distributed to such Member (giving net effect to any liabilities the property is subject to, or which the Member assumes), and
otherwise maintained consistent with this Agreement. The Administrative Agent shall not modify the manner in which Capital Accounts
are computed without Board Approval. Capital Accounts shall be maintained in a manner consistent with applicable Treasury Regulations.


 


(b)         Profit
or Loss shall be allocated among Members as of the end of each fiscal year of the Company; provided that Profit or Loss
shall also be allocated at the end of (i) each period terminating on the date of any withdrawal by any Member, (ii) each
period terminating immediately before the date of any admission or increase in Capital Commitment of any Member, (iii) the
liquidation of the Company, or (iv) any period which is determined by Board Approval to be appropriate.


 


Section 4.2          Allocations.
Profit or Loss shall be allocated among the Members as provided by this Section 4.2. Loss (after taking into account
any interest expense incurred on Temporary Advances) shall be allocated among the Members pro rata in accordance with their Capital
Accounts. Profit shall be allocated among the Members (i) first, pro rata until the cumulative amount of Profit allocated
to a Member (or any transferee of any Member) equals the cumulative amount of Loss previously allocated to such Member (or any
transferee of such member) and (ii) thereafter pro rata in accordance with the Members’ respective Proportionate Shares.
Notwithstanding the foregoing, the Board may specifically allocate Profit and Loss (and, to the extent necessary, individual items
of income, gain, loss or deduction) if the Board reasonably determines that any such special allocation is necessary to give economic
effect to Articles 5 and 8 or other relevant provisions of this Agreement.


 




    	 	-11-	 



     


    

 


Section 4.3          Changes
of Interests. For purposes of allocating Profit or Loss for any fiscal year or other fiscal period between any permitted transferor
and transferee of an interest in the Company, or between any Members whose relative interests in the Company have changed during
such period, or to any withdrawing Member that is no longer a Member in the Company, the Company shall allocate according to any
method allowed by the Code and selected by the Members. Distributions with respect to an interest in the Company shall be payable
to the owner of such interest on the date of distribution. For purposes of determining the Profit or Loss allocable to or the distributions
payable to a permitted transferee of an interest in the Company or to a Member whose interest has otherwise increased or decreased,
Profit or Loss allocations and distributions made to predecessor owners with respect to such transferred interest or increase of
interest shall be deemed allocated and made to the permitted transferee or other holder.


 


Section 4.4          Income
Taxes and Tax Capital Accounts.


 


(a)         The
Company shall be treated as a partnership for U.S. federal income tax purposes. No Member shall take any action inconsistent with
the Company being treated as a partnership for U.S. federal income tax purposes.


 


(b)         Except
as otherwise provided in Section 4.4(c), each item of taxable income, gain, loss, deduction or credit shall be allocated
in the same manner as the corresponding book item is allocated pursuant to Section 4.2.


 


(c)         In
the event of any variation between the adjusted tax basis and Value of any Company property reflected in the Members’ Capital
Accounts maintained for federal income tax purposes, such variation shall be taken into account in allocating taxable income or
loss for income tax purposes in accordance with, and to the extent consistent with, the principles under Section 704(c) of
the Code and applicable Treasury Regulations, or the successor provisions of such Code Section or applicable Treasury Regulations.
A decision to use a method to allocate such variation pursuant to Treasury Regulations Section 1.704-3 shall be considered
a tax election requiring Board Approval.


 


ARTICLE
5

DISTRIBUTIONS


 


Section 5.1           General.


 


(a)         To
the extent of available cash and cash equivalents after the payment of Expenses, the Company may make distributions quarterly in
such amounts as determined by Board Approval, shared among the Members as set forth in Section 5.1(d); provided
that the amount of any such distribution may be reduced as provided by Section 5.2 and Section 5.3; provided
further that Capital Contributions that are otherwise distributable pursuant to this Section 5.1 may be reserved
for up to 90 days after the date on which any such Capital Contributions are otherwise distributable and any reserves shall be
disclosed (i) to the Members when such reserves are established and (ii) when used or released.


 


(b)        Unless
determined otherwise by Board Approval, distributions to the Members on an annual basis shall equal the sum of no less than: (i) 98%
of the Company’s ordinary income as defined in Section 4982 of the Code for such calendar year plus (ii) 98.2%
of the Company’s capital gain net income as defined in Section 4982 of the Code (both long-term and short-term) for
the one-year period ending on October 31 of the calendar year.


 


(c)         The
Company, with Board Approval, may determine to make one or more distributions, from time to time, in addition to those required
by Section 5.1(a) and (b) from available cash or cash equivalents received from one or more Investments (whether
from principal repayment or otherwise and after reduction as provided by Section 5.2 and Section 5.3).


 


(d)         Any
distribution under this Section 5.1 shall be made as follows:


 




    	 	-12-	 



     


    

 


(i)          First,
to pay any Temporary Advances that have been outstanding for a period of 30 days or more and any interest accrued thereon; and


 


(ii)         Second,
to the extent of any remaining available cash or cash equivalents after distributions pursuant to Section 5.1(d)(i),
to the Members in accordance with their respective Proportionate Shares.


 


Section 5.2          Withholding.
The Company may withhold from any distribution to any Member any amount which the Company has paid or is obligated to pay in respect
of any withholding or other tax, including without limitation, any interest, penalties or additions with respect thereto, imposed
on any interest or income of or distributions to such Member, and such withheld amount shall be considered an interest payment
or a distribution, as the case may be, to such Member for purposes hereof. If no payment is then being made to such Member in an
amount sufficient to pay the Company’s withholding obligation, any amount which the Company is obligated to pay shall be
deemed an interest-free advance from the Company to such Member, payable by such Member by withholding from subsequent distributions
or within 10 days after receiving written request for payment from the Company.


 


Section 5.3           Certain
Limitations. Notwithstanding the foregoing provisions:


 


(a)         In
no event shall the Company make a distribution to the extent that it would (i) render the Company insolvent, or (ii) violate
Section 18-607(a) of the Act or other applicable law.


 


(b)         Without
Board Approval, the Company shall not make in-kind distributions. Distributions of securities and of other non-cash assets of the
Company upon such Board Approval shall only be made pro rata to all Members (in proportion to their respective Capital Accounts)
with respect to each security or other such asset distributed. Securities listed on a national securities exchange that are not
restricted as to transferability and unlisted securities for which an active trading market exists and that are not restricted
as to transferability shall be valued in the manner contemplated by Section 9.5 as of the close of business on the
day preceding the distribution, and all other securities and non-cash assets shall be valued as determined in the last valuation
made pursuant to Section 9.5.


 


ARTICLE
6

MANAGEMENT OF COMPANY


 


Section 6.1          Management
Generally; Delegation of Authority.


 


(a)         The
management of the Company and its business and affairs shall be vested in the Board. The Board shall act as the “manager”
of the Company for the purposes of the Act, and the Members shall not manage or control the business and affairs of the Company
except for situations in which the approval of all or certain Members is required by this Agreement or by non-waivable provisions
of applicable law. Matters requiring Board Approval are set forth in further detail in Schedule I, which is incorporated
by reference herein.


 




    	 	-13-	 



     


    

 


(b)        The
Company shall enter into the Administrative Services Agreement, attached as Exhibit A, with the Administrative Agent
on the date hereof. Pursuant to the Administrative Services Agreement, certain accounting, reporting, audit, governance, financial
and tax-related services and other administrative functions are delegated to the Administrative Agent. The Members agree that,
notwithstanding anything to the contrary herein, the Administrative Services Agreement shall not require Board Approval and is
hereby approved by the Members; provided that any material modification or material waiver to the Administrative Services
Agreement after the date hereof shall require Board Approval as specified in Schedule I. All functions and discretionary
authority not expressly delegated to the Board from time to time shall be deemed delegated to the Administrative Agent. The Board
reserves the right to modify, from time to time, the functions and discretionary authority granted to the Administrative Agent.
Notwithstanding the foregoing, upon the occurrence of any action by the Administrative Agent that constitutes Cause and which has
not been cured within 30 days following written notice by a Member to the other Member and the Company to such effect, such Member
may provide written notice to the other Member and the Company within 10 business days following such 30th day directing
the Company to terminate the Administrative Services Agreement. Promptly following the receipt of such notice, (i) the Company
shall terminate the Administrative Services Agreement, (ii) the Administrative Agent shall cease to accrue and shall return any
Administrative Fee to the Company from the date of the occurrence of the action that constituted Cause, and (iii) each Member shall
have the right to dissolve and wind up the Company in accordance with Article 8.


 


(c)         The
Company shall require that the Administrative Agent shall at all times act in the best interest of the Company and its Members
as a whole.


 


Section 6.2           Board
of Managers.


 


(a)         The
Members may determine at any time by mutual agreement the number of Managers to constitute the Board, and the authorized number
of Managers may be increased or decreased by the Members at any time by mutual agreement, upon notice to all Managers; provided
that at all times each Member has an equal number of Managers on the Board. The initial number of Managers shall be four, and each
Member shall elect, designate or appoint two Managers. Each Manager elected, designated or appointed by a Member shall hold office
until a successor is elected and qualified by such Member or until such Manager’s earlier death, resignation, expulsion or
removal. A Manager need not be a Member.


 


(b)         The
Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes
described herein, including all powers, statutory or otherwise.


 


Section 6.3           Meetings
of the Board of Managers. The Board may hold meetings, both regular and special, within or outside the State of Delaware.
Meetings of the Board may be called by any Manager on not less than three business days’ notice to each Manager by telephone,
facsimile, mail, email or any other similar means of communication, with such notice stating the place, date and hour of the meeting,
the purpose or purposes for which such meeting is called, the means by which each Manager may participate by telephone conference
or similar communications equipment in accordance with Section 6.5, and any meeting materials attached. In the event of
an emergency, Managers shall cooperate in good faith to convene a meeting of the Board as soon as possible. Attendance of a Manager
at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not lawfully called or convened.


 


Section 6.4           Quorum;
Acts of the Board.


 


(a)         At
all meetings of the Board: (i) the presence of two Managers shall constitute a quorum for the transaction of business; provided
that at least one Manager is present that was elected, designated or appointed by each Member; (ii) the presence of three
Managers shall constitute a quorum for the transaction of business; provided that the Manager that was elected, designated
or appointed by the Member with only one Manager present shall be entitled to cast two votes on each matter; and (iii) the
presence of four Managers shall constitute a quorum; provided that two Managers are present that were elected, designated
or appointed by each Member. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting
may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.


 




    	 	-14-	 



     


    

 


(b)         Every
act or decision done or made by the Board shall require the unanimous approval of all Managers present at a meeting duly held at
which a quorum is present; provided, for the avoidance of doubt, a resolution as to any act or decision that does not receive
such unanimous approval shall fail to be adopted. The Company shall not have the authority without Board Approval to approve or
undertake any item set forth in Schedule I (as such schedule may be amended from time to time with Board Approval).
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without notice and without
a vote if all Managers entitled to vote with respect to the subject matter thereof consent thereto in writing (including by e-mail),
and the writing or writings are filed with the minutes of proceedings of the Board.


 


Section 6.5          Electronic
Communications. Managers may participate in meetings of the Board, or any committee, by means of telephone conference or similar
communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting
shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar
communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. The Administrative
Agent shall be responsible for providing telephone conference or similar communications equipment facilities.


 


Section 6.6           Compensation
of Managers; Expenses. The Managers will not receive any compensation. However, the Managers elected, designated or appointed
by WHF shall be reimbursed for their reasonable out-of-pocket expenses, if any, of attendance at meetings of the Board. Unless
and until the laws of the State of Ohio are changed, the Managers elected, designated or appointed by STRS Ohio shall not be reimbursed
for any expenses incurred in attending meetings of the Board. No such payment shall preclude any Manager from serving the Company
in any other capacity and receiving compensation therefor.


 


Section 6.7          Removal
and Resignation of Managers; Vacancies. Unless otherwise restricted by law, any Manager may be removed or expelled, with or
without cause, at any time solely by the Member that elected, designated or appointed such Manager. Any Manager may resign at any
time by giving written notice to the Board. Such resignation shall take effect at the time specified therein and, unless tendered
to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy
caused by removal or expulsion of a Manager or the resignation of a Manager in accordance with this Section 6.7 shall
be filled solely by the action of the Member who previously elected, designated or appointed such Manager in order to fulfill the
Board composition requirements of Section 6.2(a).


 


Section 6.8          Managers
as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose
of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement
shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement
or in a resolution of the Board expressly authorizing such action which resolution is duly adopted by the Board, a Manager may
not bind the Company.


 


Section 6.9          Duties
of the Board. Members and Managers shall owe no fiduciary or other duties to the Company except for the duty of good faith.
Managers shall be entitled to act solely in the interest of their appointing Members (such action shall not be deemed to be a breach
of any duty of good faith) and to the maximum extent permitted by law, shall not, by virtue of such position with the Company,
be deemed to have fiduciary or other duties to the Company, the Members or any agents thereof. To the extent that, at law or in
equity, a Manager of the Company has duties (including fiduciary duties) and liabilities relating thereto to the Company or to
any Member, such individual acting in good faith pursuant to the terms of this Agreement shall not be liable to the Company or
to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict the duties and liabilities of such individual otherwise existing at law or in equity, are agreed by the parties
hereto to replace such other duties and liabilities of such individual.


 




    	 	-15-	 



     


    

 


Section 6.10        Reliance
by Third Parties. Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company
by a Member, a Manager, an officer or any other Person delegated by Board Approval shall be conclusive evidence in favor of any
third party dealing with the Company that such Person has the authority, power and right to execute and deliver such contract or
instrument and to take such act on behalf of the Company. This Section shall not be deemed to limit the liabilities and obligations
of such Person to seek Board Approval as set forth in this Agreement.


 


Section 6.11         Members’
Outside Transactions; Investment Opportunities.


 


(a)         Each
Member shall devote such time and effort as is reasonably necessary to diligently administer the activities and affairs of the
Company, but a Member shall not be obligated to spend full time or any specific portion of its time to the activities and affairs
of the Company.


 


(b)         No
Member shall be obligated to offer any investment opportunity, or portion thereof, to the Company.


 


(c)         Subject
to the foregoing provisions of this Section 6.11 and other provisions of this Agreement, each of the Members, the Administrative
Agent and each of their respective Affiliates and members may engage in, invest in, participate in or otherwise enter into other
business ventures of any kind, nature and description, individually and with others, including, without limitation, the formation
and management of other investment funds with or without the same or similar purposes as the Company, and the ownership of and
investment in securities, and neither the Company nor any other Member shall have any right in or to any such activities or the
income or profits derived therefrom. Affiliates of the Members may manage and administer other investment funds and other accounts
with similar or dissimilar mandates and may manage or administer additional funds and other accounts in the future. Except for
any obligations under the Advisers Act, no Affiliate of a Member shall be obligated to offer any investment opportunity, or portion
thereof, to the Company.


 




    	 	-16-	 



     


    

 


Section 6.12         Indemnification.


 


(a)         Subject
to the limitations and conditions as provided in this Section 6.12, each Person who was or is made a party or is threatened
to be made a party to or is involved in any threatened, pending or completed claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of
the foregoing (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation
that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative,
is or was a Member or a Manager, or a representative, officer, director or employee thereof, (each, an “Indemnified Party”)
shall be indemnified, defended and held harmless by the Company to the fullest extent permitted by applicable law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against
all liabilities and expenses (including judgments, penalties (including excise and similar taxes and punitive damages), losses,
fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ and experts’ fees))
actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each, an “Indemnified
Loss”), unless such Indemnified Loss shall have been primarily the result of bad faith, gross negligence, fraud, willful
misrepresentation, intentional misconduct, material violation of this Agreement or the Administrative Services Agreement not cured
within any applicable notice and cure periods, or a violation of applicable securities laws by the Person seeking
indemnification hereunder, in which case such indemnification shall not cover such Indemnified Loss to the extent resulting from
such bad faith, gross negligence, fraud, willful misrepresentation, intentional misconduct, material violation of this Agreement
or the Administrative Services Agreement, or a violation of applicable securities laws. Indemnification under this Section 6.12
shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder.
The rights granted pursuant to this Section 6.12 shall be deemed contract rights, and no amendment, modification or
repeal of this Section 6.12 shall have the effect of limiting or denying any such rights with respect to actions taken
or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. To the fullest extent
permitted by law, no Person entitled to indemnification under this Section 6.12 shall be liable to the Company or any
Member for any act or omission performed or omitted by or on behalf of the Company; provided that such act or omission has
not been fully adjudicated to constitute bad faith, gross negligence, fraud, willful misrepresentation, intentional misconduct,
or any material violation of this Agreement or the Administrative Services Agreement not cured within any applicable notice and
cure periods. In addition, any Person entitled to indemnification under this Section 6.12 may consult with legal counsel
selected with reasonable care and shall incur no liability to the Company or any Member to the extent that such Person acted or
refrained from acting in good faith in reliance upon the opinion or advice of such counsel. No Indemnified Party shall be entitled
to indemnification or, for the avoidance of doubt, to the advancement of expenses with respect to any Proceeding that relates (i)
solely to a dispute between or among one or more Indemnified Parties, or (ii) to any claim asserted by or on behalf of the Company.


 


(b)         The
right to indemnification conferred in Section 6.12(a) shall include the right, subject to Board Approval, to be paid
or reimbursed by the Company for the reasonable expenses incurred by a Person entitled to be indemnified under Section 6.12(a)
who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of
the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided,
however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding
shall be made only upon delivery to the Company of a written undertaking by such Person to repay all amounts so advanced if
it shall be finally adjudicated that such indemnified Person is not entitled to be indemnified under this Section 6.12.


 


(c)         The
Company, with Board Approval, may indemnify and advance expenses to an employee or agent of the Company to the same extent
and subject to the same conditions under which it may indemnify and advance expenses to a Member under Sections 6.12(a)
and (b).


 


(d)         The
right to indemnification and the advancement and payment of expenses conferred in this Section 6.12 shall not be exclusive
of any other right that a Member or other Person indemnified pursuant to this Section 6.12 may have or hereafter acquire
under any law (common or statutory) or provision of this Agreement.


 


(e)         No
Member shall be required to contribute additional capital to the Company to allow the Company to meet the Company’s indemnification
obligations under this Section 6.12 in excess of such Member’s then unfunded Capital Commitment.


 


(f)         Subject
to Section 6.12(g) below, if (i) the Company incurs a liability or obligation, including an indemnification obligation,
(ii) the Company does not have sufficient available funds to satisfy such liability or obligation, and (iii) each Member (other
than any Defaulting Member) has a zero uncontributed Capital Commitment, then the Board may, subject to this Section 6.12,
require the Members to contribute to the Company distributions received by such Member necessary to satisfy such liability or obligation
subject to the limitations set forth in this Section 6.12, upon not less than ten (10) business days’ prior written
notice from the Board.


 




    	 	-17-	 



     


    

 


(g)         Notwithstanding
the foregoing, no Member shall be required to contribute any amounts pursuant to this Section 6.12 after the earlier to
occur of (i) the second (2nd) anniversary of the date of the applicable distribution and (ii) the second (2nd) anniversary of the
date of the expiration or earlier termination of the term of the Partnership, except to fund such liability or obligation (x) with
respect to which the Company has received a written notice of claim or that the Company is in the process of litigating, arbitrating
or otherwise settling as of such second (2nd) anniversary date, and (y) with respect to which the Company has delivered to the
Members within thirty (30) calendar days after such second (2nd) anniversary date written notice of such claim, litigation, arbitration
or settlement process. In addition, the amount of distributions that a Member shall be required to contribute pursuant to this
Section 6.12 shall not exceed an amount equal to twenty-five percent (25%) of the distributions received by such Member
in respect of a return of capital.


 


(h)         The
indemnification rights provided by this Section 6.12 shall inure to the benefit of the heirs, executors, administrators,
successors, and assigns of each Person indemnified pursuant to this Section 6.12.


 


(i)          The
Members and their Affiliates shall have no liability to the Company or to any other Member for any loss suffered by the Company
which arises out of any action or inaction of the Member or its Affiliates if the Member or its Affiliates, in good faith, determined
that such course of conduct was in the best interests of the Company and if such course of conduct did not constitute fraud, gross
negligence or willful misconduct of the Member or Affiliate and did not constitute intentional or criminal wrong-doing, provided,
however, that for the avoidance of doubt, the Members and their Affiliates shall not be exculpated from breaches of this Agreement.


 


Section 6.13         Partnership
Representative.


 


(a)         WHF
or its designee shall act as the “partnership representative” of the Company for purposes of Section 6223 of the
Code and in any similar capacity under applicable state or local tax law (the “Partnership Representative”),
and, subject to certain matters requiring Board Approval or otherwise specifically provided for in this Agreement, shall have sole
discretion to make or refrain from making any election or otherwise act on behalf of the Company in any audit proceeding involving
the Company. The Partnership Representative shall promptly advise each Member of any tax proceedings with respect to the Company
and keep each Member reasonably informed of any material developments of any such proceedings. All reasonable out-of-pocket expenses
incurred by the Partnership Representative shall be paid or reimbursed by the Company. Each Member (or former Member) agrees to
indemnify the Company for any taxes (and related interest, penalties or other charges or expenses) payable by the Company and attributable
to such Member’s (or former Member’s) interest in the Company, as determined by the Partnership Representative. The
obligations hereunder shall survive the withdrawal of any Member, the winding up or dissolution of the Company, or both.


 


(b)         Each
other Member agrees to furnish the Partnership Representative such information as may be required for the Company to comply with
any tax accounting, withholding and reporting obligation, including (but not limited to) any obligation to make mandatory basis
adjustments to Company property pursuant to Section 754 of the Code.


 


(c)         Each
other Member agrees that any action taken by the Partnership Representative in connection with audits by federal or state taxing
authorities of the Company in accordance with applicable law shall be binding upon such Member and each such Member further agrees
that such Member shall not without notice to the Partnership Representative treat any Company item inconsistently on such Member’s
income tax return with the treatment of the item on the Company’s return.


 




    	 	-18-	 



     


    

 


Section 6.14         Senior
Financing. If within 90 days after the date of this Agreement, definitive documentation is not executed by the Company or its
Subsidiaries with respect to an unaffiliated third party to provide third party senior financing making available to the Company
or its Subsidiaries an amount of indebtedness equal to at least $100,000,000 (the “Senior Financing”), either
Member may provide written notice to the other Member and the Company within 90 days following such 90th day but before
the Senior Financing has been finalized directing the Company to cease making Investments. Until such time as definitive documentation
is executed by the Company or its Subsidiaries with respect to the Senior Financing or such Member withdraws such direction by
written notice to the other Member and the Company, the Company shall cease making Investments; provided, however,
that during any such period in which a Member has validly directed the Company to cease making Investments, the Company shall continue
to (a) make Investments which the Company was committed to make in whole or in part (as evidenced by a commitment letter,
executed term sheet or executed letter of intent, or definitive legal documents under which less than all advances have been made)
prior to the date a Member has submitted a notice pursuant to this Section 6.14 and (b) satisfy funding or other
obligations with respect to all Investments made prior to the date a Member has submitted a notice pursuant to this Section 6.14,
including any ongoing funding obligations relating to Revolving Credit Investments. In furtherance of obtaining the Senior Financing,
the Company shall promptly reimburse WHF for any fees and expenses due under that certain engagement letter agreement between WHF
and GreensLedge Capital Markets LLC, dated November 16, 2018; provided, however, that in no event shall
such reimbursement of fees and expenses exceed $375,000 in the aggregate.


 


Section 6.15         Budget.


 


(a)         The
Administrative Agent shall prepare a reasonably detailed annual budget for the operation of the Company (the “Budget”).
Each proposed Budget shall contain good faith estimates of the recurring and anticipated expenses for the period or Fiscal Year
to which it relates.


 


(b)         The
Administrative Agent shall submit a proposed Budget to the Board on or before November 30 of each year for the immediately
following Fiscal Year; provided, however, that for the 2019 Fiscal Year, the Administrative Agent may submit a proposed Budget
to the Board on or before 30 days after the date of this Agreement. The Board shall, within 30 days after receipt of any proposed
Budget, either (i) approve such Budget or (ii) advise the Administrative Agent in writing of specific objections thereto.
If the Board has objections to the Budget, then the Administrative Agent shall revise the same to address such objections and resubmit
the same to the Board in writing within 10 business days after its receipt of the objections thereto, whereupon the process set
forth above shall be utilized again (except that the Board shall respond to any revised Budget in writing within 10 business days
of its receipt of the revised Budget), until an Budget has been approved. An Budget that has been approved by the Board is referred
to as an “Approved Budget”. In addition, the Administrative Agent shall have the right to submit a revised Approved
Budget in writing to the Board for approval (which approval shall not be unreasonably withheld), and if the Board has objections
to such revisions, the Board shall advise the Administrative Agent in writing of its objections within 30 days of receipt thereof.
The Administrative Agent shall not cause or permit the Company to incur costs, obligations or expenses except to the extent the
same are contemplated by the Approved Budget, subject to Board Approval.


 




    	 	-19-	 



     


    

 


ARTICLE
7

TRANSFERS OF COMPANY INTERESTS; WITHDRAWALS


 


Section 7.1           Transfers
by Members.


 


(a)         No
Member may transfer its interest in the Company without Board Approval. Notwithstanding the foregoing, without Board Approval,
(i) a Member may Transfer its Entire Interest to an Affiliate of such Member or, in the case of STRS Ohio, a successor government
plan established under the laws of the State of Ohio; provided that either (A) such transferee provides evidence reasonably
satisfactory to the Company of its financial capacity to meet the obligations of the transferring Member under this Agreement and
any Subscription Agreement to which the transferring Member is a party or (B) the transferring Member remains liable for its
Capital Commitment and its obligations hereunder and (ii) any Member may make a transfer in accordance with Section 8.3(e),
in each case if such Transfer is otherwise in accordance with the requirements of this Section 7.1.


 


(b)         No
Transfer by a Member shall be binding upon the Company until the Company receives an executed copy of such documentation as reasonably
requested by the other Member to show such Transfer is in accordance with this Section 7.1.


 


(c)         Any
Person which acquires an interest in the Company by Transfer in accordance with the provisions of this Agreement shall be admitted
as a substitute Member; provided the requirements of this Agreement are satisfied. The admission of a transferee as a substitute
Member shall be conditioned upon the transferee’s written assumption, in form and substance reasonably satisfactory to the
other Member, of all obligations of the transferor in respect of the Transferred interest and execution of an instrument reasonably
satisfactory to the other Member whereby such transferee becomes a party to this Agreement.


 


(d)         Any
transferee of the interest of a Member, irrespective of whether such transferee has accepted and adopted in writing the terms and
provisions of this Agreement, shall be deemed by the acceptance of such Transfer to have agreed to be subject to the terms and
provisions of this Agreement in the same manner as its transferor.


 


(e)         As
additional conditions to the validity of any Transfer of a Member’s interest, such Transfer shall not:


 


(i)          violate
the registration provisions of the Securities Act or the securities laws of any applicable jurisdiction;


 


(ii)         cause
the Company to cease to be entitled to the exemption from the definition of an “investment company” pursuant to Section 3(c)(7)
of the 1940 Act and the rules and regulations of the SEC thereunder;


 


(iii)        result
in the Company being classified as a “publicly traded partnership” under the Code;


 


(iv)        unless
the other Member waives in writing the application of this clause (iv) with respect to such Transfer (which the other Member
may refuse to do in its absolute discretion), be to a Person which is an ERISA Plan; or


 


(v)         cause
the Company or the other Member to be in violation of, or effect an Transfer to a Person that is in violation of, applicable Investor
Laws.


 




    	 	-20-	 



     


    

 


The non-Transferring
Member may require reasonable evidence as to the foregoing, including, without limitation, an opinion of counsel reasonably acceptable
to the non-Transferring Member. Any purported Transfer as to which the conditions set forth in clauses (i) through (v) are
not satisfied shall be void ab initio. A Transferring Member shall be responsible for all costs and expenses incurred by the Company,
including reasonable legal fees and expenses, in connection with any Transfer or proposed Transfer.


 


Section 7.2          Withdrawal
by Members. Members may withdraw from the Company only as provided by this Agreement.


 


(a)         Notwithstanding
any provision contained herein to the contrary, if a Member shall obtain an opinion of counsel to the effect that, as a result
of the other Member’s ownership of an interest in the Company, the Company would be required to register as an investment
company under the 1940 Act, such other Member shall, upon written notice from such first Member, withdraw from or reduce (in accordance
with the provisions of Section 7.2(c)) its interest in the Company (including its Capital Commitment) to the extent
such first Member has determined, based upon such opinion of counsel, to be necessary in order for the Company not to be required
to so register. Each Member shall, upon written request from the other Member, promptly furnish to the other Member such information
as the other Member may reasonably request from time to time in order to make a determination pursuant to this Section 7.2(a),
but in no event later than 10 business days after such request.


 


(b)         Notwithstanding
any provision herein to the contrary, if a Member shall breach such Member’s obligation under the immediately following sentence,
or if the other Member shall obtain an opinion of counsel to the effect that any contribution or payment by a Member to the Company
would cause the Member, the Company, or the other Member to be in violation of, or to the effect that such Member is in violation
of, any law or regulation to which the Company, a Member, or such Member’s investment in the Company may be subject from
time to time (collectively, “Investor Laws”), such Member shall, upon written notice from the other Member,
withdraw from the Company in accordance with the provisions of Section 7.2(c). Each Member shall, upon written request
from the other Member, promptly furnish to the other Member such information as the other Member may reasonably request from time
to time in order to make a determination pursuant to this Section 7.2(b), but in no event later than 10 business
days after such request. For the avoidance of doubt, no Member shall be required to take any action in violation of Investor Laws.


 


(c)         If
a Member partially withdraws its interest in the Company pursuant to this Section 7.2, it shall receive, in full payment
for such withdrawn interest from first cash and cash equivalents available for distribution pursuant to Article 5,
the sum of the portion of the Capital Account attributable to such withdrawn interest (adjusted to reflect the Value of the Company
as determined as of the date of the last quarterly valuation pursuant to Section 9.5). If a Member withdraws its entire
interest in the Company pursuant to this Section 7.2, then the Company shall terminate as provided by Article 8.


 


ARTICLE
8

TERM, DISSOLUTION AND LIQUIDATION OF COMPANY


 


Section 8.1          Term.
Except as provided in Section 8.2, the Company shall continue without dissolution until all Investments are liquidated
by the Company.


 


Section 8.2          Dissolution.
The Company shall be dissolved and its affairs wound up upon the earliest to occur of the following events:


 


(a)         the
expiration of the term of the Company determined pursuant to Section 8.1;


 




    	 	-21-	 



     


    

 


(b)         distribution
of all assets of the Company;


 


(c)         (i) the
full withdrawal of a Member of the Company pursuant to Section 7.2, (ii) a bankruptcy, insolvency, dissolution
or liquidation of a Member, (iii) the making of an assignment for the benefit of creditors by a Member, (iv) an Event
of Default not cured within any applicable notice and cure periods, (v) a Holder Event of Default (as defined in the Subordinated
Note) under the Subordinated Note not cured within any applicable notice and cure periods or (vi) a termination of the Administrative
Services Agreement in accordance with Section 6.1(b), in each case of clauses (ii) through (vi) above at
the election of the other Member by providing written notice of such election;


 


(d)         a determination
by the SEC to subject WHF’s participation in the Company to an accounting, regulatory, reporting or tax treatment or other
consequence which WHF, in its sole discretion, determines to be materially adverse to it, or a change by the SEC of any assent
it may have granted regarding WHF’s interest in the Company or the terms of such assent or its conclusions regarding the
accounting or reporting treatment or other consequence which WHF, in its sole discretion, determines to be materially adverse to
it, in each case at the election of WHF by providing written notice of such election to STRS Ohio;


 


(e)         the
entry of a decree of judicial dissolution pursuant to the Act, in which event the provisions of Section 8.3, as modified
by said decree, shall govern the winding up of the Company’s affairs;


 


(f)         a
written notice by a Member to the other Member to dissolve the Company, which notice shall become effective as stated therein but
no less than 90 days after delivery (unless the other Member waives such notification requirement); or


 


(g)         a
written notice by a Member to the other Member to dissolve the Company if within 180 days after the date of this Agreement
definitive documentation is not executed by the Company or its Subsidiaries with respect to the Senior Financing; provided
that such written notice is given within 90 days following such 180th day and before the Senior Financing is finalized.


 


Section 8.3           Wind-Up.


 


(a)         Upon
the dissolution of the Company, the Company shall be liquidated in accordance with this Article and the Act. The liquidation shall
be conducted by the Administrative Agent and supervised by the Board in the same manner provided by Article 6 with
respect to the operation of the Company during its term; provided, however, that in the case of a dissolution and
winding up of the Company pursuant to Sections 8.2(c)(iv) as a result of an Event of Default with respect to WHF, STRS
Ohio may elect, by written notice to WHF and the Company within 10 days following the occurrence of such event, to cause the Company
to engage an independent third party firm selected in accordance with the provisions of this Section 8.3 to exercise,
as liquidating agent, all of the rights, powers and authority with respect to the assets and liabilities of the Company in connection
with the liquidation of the Company, to the same extent as the Board would have during the term of the Company. Upon such election
by STRS Ohio, the Administrative Agent shall immediately cease accruing the Administrative Fee. The fees and expenses of such independent
third party firm shall be borne by the Company; provided, however, that without WHF’s prior written consent,
such fees and expenses shall not exceed an amount equal to 1% of the fair market value of the Company’s portfolio of Investments
as of the date of the engagement of such firm and as determined in accordance with Section 9.5. During the 15 business
days following the date of this Agreement, the Members shall cooperate in good faith to select at least three independent third
party firms to set forth on Exhibit B. If, within such 15 business day period, the Members are unable to agree on at least
one such firm, STRS Ohio shall present WHF with at least three nationally recognized independent third party firms, and WHF shall
select at least one such firm to set forth on Exhibit B within five business days.


 




    	 	-22-	 



     


    

 


(b)         From
and after the date on which an event set forth in Section 8.2 becomes effective, the Company shall cease to make Investments
after that date, except for (i) Investments which the Company was committed to make in whole or in part (as evidenced by a
commitment letter, executed term sheet or executed letter of intent, or definitive legal documents under which less than all advances
have been made) on or before such effective date, and (ii) satisfying funding or other obligations with respect to all Investments
made prior to such effective date, including any ongoing funding obligations relating to Revolving Credit Investments. Capital
calls against the Capital Commitment of the Members shall cease from and after such effective date; provided that capital
calls against the Capital Commitment of the Members may continue to fund the allocable share of Investments in which the Company
continues to participate (as set forth in the immediately preceding sentence), Expenses and all other obligations of the Company.
Subject to the foregoing, the Members shall continue to bear an allocable share of Expenses and other obligations of the Company
until all Investments in which the Company participates are repaid or otherwise disposed of in the normal course of the Company’s
activities.


 


(c)         Distributions
to the Members during the winding up of the Company shall be made no less frequently than monthly to the extent consisting of a
Member’s allocable share of cash and cash equivalents, after taking into account reasonable reserves deemed appropriate by
Board Approval (or in the event of a dissolution and winding up of the Company by an independent third party firm pursuant to Sections 8.3(a),
by such independent third party firm) to fund Investments in which the Company continues to participate (as set forth in the immediately
preceding paragraph), Expenses and all other obligations (including without limitation contingent obligations) of the Company.
Unless waived by Board Approval, the Company also shall withhold the lesser of $1,000,000 or 10% of distributions in any calendar
year during which the Company is winding up, which withheld amount shall be distributed within 60 days after the completion
of the annual audit covering such year. A Member shall remain a member of the Company until all Investments in which the Company
participates are repaid or otherwise disposed of, the Member’s allocable share of all Expenses and all other obligations
(including without limitation contingent obligations) of the Company are paid, and all distributions are made hereunder, at which
time the Member shall have no further rights under this Agreement.


 


(d)         Upon
dissolution of the Company, final allocations of all items of Company Profit and Loss shall be made in accordance with Section 4.2.
Upon dissolution of the Company, the assets of the Company shall be applied in the following order of priority:


 


(i)          To
creditors (other than Members) in satisfaction of liabilities of the Company (whether by payment or by the making of reasonable
provision for payment thereof), including to establish any reasonable reserves which the Board may by Board Approval, in its reasonable
judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company;


 


(ii)         To
creditors who are Members (including in their capacity as holders of the Subordinated Note) in satisfaction of liabilities of the
Company (whether by payment or by the making of reasonable provision for payment thereof), including to establish any reasonable
reserves which the Board may by Board Approval, in its reasonable judgment, deem necessary or advisable for any contingent, conditional
or unmatured liability of the Company;


 


(iii)        To
establish any reserves which the Board may by Board Approval, in its reasonable judgment, deem necessary or advisable for any contingent,
conditional or unmatured liability of the Company to Members; and


 




    	 	-23-	 



     


    

 


(iv)        The
balance, if any, to the Members in accordance with Section 5.1(d).


 


(e)         Notwithstanding
the foregoing but subject to Section 8.3(f), upon the occurrence of an event described in Section 8.2 (other
than Section 8.2(c)(iv)), either Member may elect by written notice to the other Member, for a period of 30 days
following the occurrence of such event, to purchase its pro rata portion of the Company’s portfolio of Investments from the
Company. If a Member notifies the Company that it will not make such election or does not make such election within such 30-day
period, the other Member may elect to purchase such pro rata portion of the Company’s portfolio of Investments by delivering
written notice to such Member within 10 days after the expiration of such 30-day period. The purchase price payable to the Company
for any portion of the Company’s portfolio of Investments shall be equal to the fair market value thereof as of the date
of the Member’s written notice is given to the other Member regarding its election and as determined in accordance with Section 9.5.
The purchase price shall be payable in cash to the Company within 90 days after the Member’s written notice is given
to the other Member regarding its election.


 


(f)          Notwithstanding
Section 8.3(e), upon the occurrence of an event described in Section 8.2(c)(iv), the Non-Defaulting Member
may elect by written notice to the Defaulting Member, for a period of 30 days following the occurrence of such event, to purchase
up to 100% of the Company’s portfolio of Investments. If the Non-Defaulting Member notifies the Company that it will not
make such election or will purchase less than 100% of the Company’s portfolio of Investments or does not make such election
within such 30-day period, the Defaulting Member may elect to purchase any remaining portion of the Company’s portfolio of
Investments by delivering written notice to such Member within 10 days after the expiration of such 30-day period. The purchase
price for any portion of the Company’s portfolio of Investments shall be equal to the fair market value thereof as of the
date of the Member’s written notice is given to the other Member regarding its election and as determined in accordance with
Section 9.5. The purchase price shall be payable in cash within 90 days after the Member’s written notice
is given to the other Member regarding its election.


 


(g)         For
the avoidance of doubt, in the event of any purchase of a portion of the Company’s portfolio of Investments pursuant to Section 8.3(e)
or 8.3(f), the Member that is entitled to purchase such portion may only purchase a proportionate amount of each such Investment,
and in no event shall any Member be entitled to purchase only selected Investments from the Company’s portfolio.


 


(h)         In
the event that an audit or reconciliation relating to the fiscal year in which a Member receives a distribution under this Section 8.3
reveals that such Member received a distribution in excess of that to which such Member was entitled, the other Member may, in
its discretion, seek repayment of such distribution to the extent that such distribution exceeded what was due to such Member.


 


(i)          Each
Member shall be furnished with a statement prepared by the Company’s accountant, which shall set forth the assets and liabilities
of the Company as at the date of complete liquidation, and each Member’s share thereof. Upon compliance with the distribution
plan set forth in this Section 8.3, the Members shall cease to be such, and either Member may execute, acknowledge
and cause to be filed a certificate of cancellation of the Company.


 




    	 	-24-	 



     


    

 


ARTICLE
9

ACCOUNTING, REPORTING AND VALUATION PROVISIONS


 


Section 9.1           Books
and Accounts.


 


(a)         Complete
and accurate books and accounts shall be kept and maintained for the Company at its principal business office. Such books and accounts
shall be kept on the accrual basis method of accounting and shall include separate Capital Accounts for each Member. Capital Accounts
for financial reporting purposes and for purposes of this Agreement shall be maintained in accordance with Section 4.1,
and for U.S. federal income tax purposes the Members shall cause the Administrative Agent to maintain the Members’ Capital
Accounts in accordance with the Code and applicable Treasury Regulations. Each Member or its duly authorized representative, at
its own expense, shall at all reasonable times and upon reasonable prior written notice to the Administrative Agent have access
to, and may inspect, such books and accounts and any other records of the Company for any purpose reasonably related to its interest
in the Company.


 


(b)         All
funds received by the Company shall be deposited in the name of the Company in such bank account or accounts or with such custodian,
and securities owned by the Company may be deposited with such custodian, as may be designated by Board Approval from time to time
and withdrawals therefrom shall be made upon such signature or signatures on behalf of the Company as may be designated by Board
Approval from time to time.


 


Section 9.2           Financial
Reports; Tax Return.


 


(a)         The
Company shall engage the independent certified public accountant of WHF or such other accountant selected and approved by Board
Approval to act as the accountant for the Company and to audit the Company’s books and accounts as of the end of each fiscal
year. As soon as practicable, but no later than 75 days, after the end of such fiscal year, the Board shall cause the Administrative
Agent to deliver, by any of the methods described in Section 10.6, to each Member and to each former Member who withdrew
during such fiscal year:


 


(i)          audited
financial statements of the Company as of the end of and for such fiscal year, including a balance sheet and statement of income,
statement of cash flows and statement of changes of members’ interests, together with the report thereon of the Company’s
independent certified public accountant, which annual financial statements shall be approved by Board Approval;


 


(ii)         a
statement of holdings of securities of the Company, including both the cost and the valuation of such securities as determined
pursuant to Section 9.5, and a statement of such Member’s Capital Account;


 


(iii)         to
the extent that the requisite information is then available, a Schedule K-1 for such Member with respect to such fiscal year,
prepared in accordance with the Code, together with corresponding forms for state income tax purposes, setting forth such Member’s
distributive share of Company items of Profit or Loss for such fiscal year and the amount of such Member’s Capital Account
as of the end of such fiscal year; and


 


(iv)        such
other financial information and documents respecting the Company and its business as the Administrative Agent deems appropriate,
or as a Member may reasonably require and request, to enable such Member to comply with regulatory requirements applicable to it
or to prepare its federal and state income tax returns.


 


(b)        The
Members shall cause the Administrative Agent to prepare and timely file after the end of each fiscal year of the Company all federal
and state income tax returns of the Company for such fiscal year.


 




    	 	-25-	 



     


    

 


(c)         As
soon as practicable, but in no event later than 40 days, after the end of each of the first three fiscal quarters of a fiscal
year, the Board shall cause the Administrative Agent to prepare and deliver, by any of the methods described in Section 10.6,
to each Member (i) unaudited financial information with respect to such Member’s allocable share of Profit or Loss and
changes to its Capital Account as of the end of such fiscal quarter and for the portion of the fiscal year then ended, (ii) a
statement of holdings of securities of the Company as to which such Member participates, including both the cost and the valuation
of such securities as determined pursuant to Section 9.5, (iii) an Approved Budget report and (iv) such other
financial information as the Administrative Agent deems appropriate, or as a Member may reasonably require and request, to enable
such Member to comply with regulatory requirements applicable to it.


 


Section 9.3          Tax
Elections. The Company may, by Board Approval, but shall not be required to, make any election pursuant to the provisions
of Sections 754, 6221(b), or 1045 of the Code, or any other election required or permitted to be made by the Company under
the Code.


 


Section 9.4          Confidentiality.


 


(a)         Each
Member agrees to maintain the confidentiality of the Company’s records, reports and affairs, and all information and materials
furnished to such Member by the Company, the other Member, the other Member’s investment adviser, if applicable, the Administrative
Agent or their Affiliates with respect to their respective businesses and activities; each Member agrees not to provide to any
other Person copies of any financial statements, tax returns or other records or reports, or other information or materials, provided
or made available to such Member; and each Member agrees not to disclose to any other Person any information contained therein
(including any information respecting Portfolio Companies), without the express prior written consent of the disclosing party;
provided that:


 


(i)          Members
may disclose any such information as may be required by law in connection with their filings with the SEC; and


 


(ii)         any
Member may provide financial statements, tax returns and other information contained therein: (1) to such Member’s accountants,
internal and external auditors, legal counsel, financial advisors and other fiduciaries and representatives (who may be Affiliates
of such Member) as long as such Member instructs such Persons to maintain the confidentiality thereof and not to disclose to any
other Person any information contained therein; (2) to bona fide potential transferees of such Member’s interest that
agree in writing, for the benefit of the Company, to maintain the confidentiality thereof, but only after reasonable advance notice
to the Company; (3) if and to the extent required by law (including judicial or administrative order); provided that,
to the extent legally permissible, the Company is given prior notice to enable it to seek a protective order or similar relief;
(4) to representatives of any governmental regulatory agency or authority with jurisdiction over such Member, or as otherwise
may be necessary to comply with regulatory requirements applicable to such Member; and (5) in order to enforce rights under this
Agreement.


 


(b)         Notwithstanding
the foregoing, the following shall not be considered confidential information for purposes of this Agreement: (i) information
generally known to the public through no fault of any Member; (ii) information obtained by a Member from a third party who
is not prohibited from disclosing the information; (iii) information in the possession of a Member prior to its disclosure
by the Company, the other Member, the other Member’s investment adviser, the Administrative Agent or their Affiliates; or
(iv) information which a Member can show by written documentation was developed independently of disclosure by the Company,
the other Member, the other Member’s investment adviser, the Administrative Agent or their Affiliates. Without limitation
to the foregoing, STRS Ohio shall not engage in the purchase, sale or other trading of securities or derivatives thereof based
upon confidential information received from the Company, the other Member, the other Member’s investment adviser, the Administrative
Agent or their Affiliates.


 




    	 	-26-	 



     


    

 


(c)         To
the extent permitted by applicable law, and notwithstanding the provisions of this Article 9, each of the Company,
the other Member, the other Member’s investment adviser, the Administrative Agent or any of their Affiliates may, in its
reasonable discretion, keep confidential from any Member information to the extent such Person reasonably determines that: (i) disclosure
of such information to such Member likely would have a material adverse effect upon the Company or a Portfolio Company due to an
actual or likely conflict of business interests between such Member and one or more other parties or an actual or likely imposition
of additional statutory or regulatory constraints upon the Company, the other Member, the other Member’s investment adviser,
the Administrative Agent, any of its Affiliates or a Portfolio Company; or (ii) such Member cannot or will not adequately
protect against the improper disclosure of confidential information, the disclosure of which likely would have a material adverse
effect upon the Company, the other Member, the other Member’s investment adviser, the Administrative Agent, any of its Affiliates
or a Portfolio Company. Notwithstanding the foregoing, each of the Company, the other Member, the Administrative Agent or any of
their Affiliates shall promptly provide to each Member all relevant information and documents related to any notice or request
(whether written or oral) received from any governmental or regulatory agency involving any pending or threatened Proceeding in
connection with the activities or operations of the Company.


 


(d)         The
Members: (i) acknowledge that the Company, WHF, the Administrative Agent, its Affiliates, and their respective direct or indirect
members, partners, managers, officers, directors and employees are expected to acquire confidential third-party information that,
pursuant to fiduciary, contractual, legal or similar obligations, cannot be disclosed to the Company or the Members; and (ii) agree
that none of such Persons shall be in breach of any duty under this Agreement or the Act as a result of acquiring, holding or failing
to disclose such information to the Company or the Members.


 


Section 9.5          Valuation.
Valuations shall be made (a) as of the end of each fiscal quarter, (b) in connection with a Member’s election to
purchase all or a portion of the Company’s portfolio of Investments pursuant to Section 8.2(e) or 8.2(f),
(c) upon liquidation of the Company and (d) at such other times as may be reasonably requested by a Member, in each case
in accordance with WHF’s valuation policy, as it may be amended or modified from time to time, to the extent that such amendments
or modifications are also approved by the Board. All valuations shall be final and binding on all Members and shall be presumed
to be accurate if completed in accordance with WHF’s valuation policy, absent actual and apparent error; provided,
however, that, if the valuation of any particular Investment is not determined by an independent valuation consultant, either
Member may object to such valuation by giving written notice to the other Member and the Company within 10 days following the determination
of the valuation of such Investment. If any Member so validly objects to such valuation, the Company shall cause the Administrator
to engage an independent valuation consultant to determine such valuation. Valuations of the Company’s assets by independent
valuation consultants shall be at the Company’s expense.


 


ARTICLE
10

MISCELLANEOUS PROVISIONS


 


Section 10.1         Power
of Attorney.


 


(a)         Each
Member irrevocably constitutes and appoints WHF the true and lawful attorney-in-fact of such Member to execute, acknowledge, swear
to and file any of the following:


 




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(i)          Any
certificate or other instrument (i) which may be required to be filed by the Company under the laws of the United States,
the State of Delaware, or any other jurisdiction, or (ii) which WHF shall deem advisable to file; provided that no
such certificate or instrument shall have the effect of amending this Agreement other than as permitted hereby;


 


(ii)         Any
amendment or modification of any certificate or other instrument referred to in this Section 10.1; and


 


(iii)        Any
agreement, document, certificate or other instrument which any Member is required to execute in connection with the termination
of such Member’s interest in the Company and the withdrawal of such Member from the Company, or in connection with the reduction
of such Member’s interest in the Company, in each case in accordance with the terms of this Agreement, which such Member
has failed to execute and deliver within 10 days after written request by WHF.


 


It is expressly acknowledged
by each Member that the foregoing power of attorney is coupled with an interest and shall survive death, legal incapacity and assignment
by such Member of its interest in the Company; provided, however, that if a Member shall assign all of its interest
in the Company and the assignee shall, in accordance with the provisions of this Agreement, become a substitute Member, such power
of attorney shall survive such assignment only for the purpose of enabling each attorney-in-fact to execute, acknowledge, swear
to and file any and all instruments necessary to effect such substitution.


 


(b)         Each
Member agrees to execute, upon five business days’ prior written notice, a confirmatory or special power of attorney, containing
the substantive provisions of this Section 10.1, in a form satisfactory to WHF.


 


Section 10.2         Governing
Law; Jurisdiction; Jury Waiver; Waiver of Partition. This Agreement shall be governed by, and construed in accordance with,
the law of the State of Delaware. To the fullest extent permitted by law, in the event of any dispute or controversy arising out
of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the courts of the
State of New York in the County of New York and of the U.S. District Court for the Southern District of New York.


 


THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT THEREOF.


 


Section 10.3         Certificate
of Formation. The Members hereby approve and ratify the filing of the Certificate of Formation on behalf of the Company.


 


Section 10.4         Force
Majeure. Whenever any act or thing is required of the Company or a Member hereunder to be done within any specified period
of time, the Company and the Member shall be entitled to such additional period of time to do such act or thing as shall equal
any period of delay resulting from causes beyond the reasonable control of the Company or the Member, including, without limitation,
bank holidays, and actions of governmental agencies, and excluding, without limitation, economic hardship; provided that
this provision shall not have the effect of relieving the Company or the Member from the obligation to perform any such act or
thing.


 




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Section 10.5        Waivers.


 


(a)         No
waiver of the provisions hereof shall be valid unless in writing and then only to the extent therein set forth. Any right or remedy
of the Members hereunder may be waived by Board Approval, and any such waiver shall be binding on all Members, other than situations
where such rights or remedies are non-waivable under applicable law. Except as specifically herein provided, no failure or delay
by any party in exercising any right or remedy hereunder shall operate as a waiver thereof, and a waiver of a particular right
or remedy on one occasion shall not be deemed a waiver of any other right or remedy or a waiver on any subsequent occasion.


 


(b)         Except
as otherwise provided in this Agreement or for situations in which the approval or consent of all or certain Members is required
by non-waivable provisions of applicable law, any approval or consent of the Members may be given by Board Approval, and any such
approval or consent shall be binding on all Members.


 


Section 10.6        Notices.
All notices, demands, solicitations of consent or approval, and other communications hereunder shall be in writing or by electronic
mail (with or without attached PDFs), and shall be sufficiently given if personally delivered or sent by postage prepaid, registered
or certified mail, return receipt requested, or sent by electronic mail, overnight courier or facsimile transmission, addressed
as follows: if intended for the Company, to the Company’s principal office determined pursuant to Section 2.3;
and if intended for any Member, to the address of such Member set forth on the Company’s records, or to such other address
as any Member may designate by written notice. Notices shall be deemed to have been given (i) when personally delivered,
(ii) if sent by registered or certified mail, on the earlier of (A) three days after the date on which deposited in the mails
or (B) the date on which received, or (iii) if sent by electronic mail, overnight courier or facsimile transmission, on the
date on which received; provided that notices of a change of address shall not be deemed given until the actual receipt
thereof. The provisions of this Section shall not prohibit the giving of written notice in any other manner; any such written
notice shall be deemed given only when actually received.


 


Section 10.7         Construction.


 


(a)         The
captions used herein are intended for convenience of reference only and shall not modify or affect in any manner the meaning or
interpretation of any of the provisions of this Agreement.


 


(b)         As
used herein, the singular shall include the plural, the masculine gender shall include the feminine and neuter, and the neuter
gender shall include the masculine and feminine, unless the context otherwise requires.


 


(c)         The
words “hereof,” “herein,” and “hereunder,” and words of similar import, when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement.


 


(d)         References
in this Agreement to Articles, Sections and Schedules are intended to refer to Articles, Sections and Schedules of this Agreement
unless otherwise specifically stated.


 


(e)         Unless
otherwise specified, references herein to applicable statutes or other laws are references to the federal laws of the United States.


 


(f)         Nothing
in this Agreement shall be deemed to create any right in or benefit for any creditor of the Company that is not a party hereto,
and this Agreement shall not be construed in any respect to be for the benefit of any creditor of the Company that is not a party
hereto.


 




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(g)         Nothing
contained herein shall be construed to constitute any Member the agent of another Member, except as otherwise specified in this
Agreement or in the Administrative Services Agreement.


 


Section 10.8        Amendments.
This Agreement may be amended at any time and from time to time by a written instrument executed by each Member; provided
that Exhibit B shall be amended in accordance with Section 8.3(a) herein.


 


Section 10.9        Further
Assurances.


 


(a)         The
Members agree to execute such other instruments and documents and take such other actions as may be required by law or which a
Member or the Board deems reasonably necessary or appropriate to carry out the intent of this Agreement.


 


(b)        Each
Member shall directly bear all of its own fees and expenses associated with the preparation, negotiation, execution and delivery
of this Agreement and the other documents contemplated hereby.


 


Section 10.10       Legal
Counsel. Schedule II is incorporated by reference herein.


 


Section 10.11      Execution.
This Agreement may be executed in any number of counterparts and all such counterparts together shall constitute one agreement
binding on all Members. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.


 


Section 10.12      Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, administrators,
legal representatives, successors and assigns of the parties hereto; provided that this provision shall not be construed
to permit any assignment or transfer which is otherwise prohibited hereby.


 


Section 10.13      Severability.
If any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and all other applications
thereof shall not in any way be affected or impaired thereby.


 


Section 10.14      Computation
of Time. In computing any period of time under this Agreement, the day of the act, event, or default from which the designated
period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday on which banks in New York are closed, in which event the period shall run until the end of the next day
which is not a Saturday, Sunday or such a legal holiday. Any reference to “business day” shall refer to any day which
is not a Saturday, Sunday or such a legal holiday. Any references to time of day shall refer to New York time.


 


Section 10.15      Entire
Agreement. This Agreement and the Subscription Agreements constitute the entire agreement between the parties and supersede
all prior agreements, understandings and arrangements with respect to the subject matter hereof.


 


[Signatures
appear on next page]


 




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IN WITNESS WHEREOF,
the Members have caused this Agreement to be executed and delivered as of the date first above written.


 


	 	WHITEHORSE FINANCE, INC.
	 	 	 
	 	By:  	/s/ Stuart Aronson
	 	Name:	Stuart Aronson
	 	Title:	Chief Executive Officer
	 	 	 
	 	STATE TEACHERS RETIREMENT SYSTEM OF OHIO
	 	 	 
	 	By:  	/s/ John D. Morrow
	 	Name:	John D. Morrow
	 	Title:	Deputy Executive Director, Investments