Exhibit 10.11


 


Execution Version


  


CREDIT AGREEMENT


 


dated as of


 


December 15, 2022


 


among


 


PHENIXFIN CORPORATION,


as Borrower


 


the other Loan Parties party hereto


 


the Lenders party hereto


 


and


 


WOODFOREST NATIONAL BANK,


as Administrative Agent


 


 



 


WOODFOREST NATIONAL BANK,


as Sole Bookrunner and Sole Lead Arranger


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I Definitions	1
	Section 1.01	Defined Terms.	1
	Section 1.02	Classification of Loans and Borrowings.	29
	Section 1.03	Terms Generally.	29
	Section 1.04	Accounting Terms; GAAP; Rounding.	29
	Section 1.05	Interest Rates; Benchmark Notification.	30
	Section 1.06	[Section Intentionally Omitted].	30
	Section 1.07	Status of Obligations.	30
	Section 1.08	[Section Intentionally Omitted]	31
	Section 1.09	Divisions.	31
	 	 	 
	Article II The Credits	31
	Section 2.01	Revolving Commitments.	31
	Section 2.02	Loans and Borrowings.	31
	Section 2.03	Requests for Borrowings.	31
	Section 2.04	[Section Intentionally Omitted]	32
	Section 2.05	[Section Intentionally Omitted]	32
	Section 2.06	[Section Intentionally Omitted]	32
	Section 2.07	Funding of Borrowings.	32
	Section 2.08	Interest Elections.	33
	Section 2.09	Termination or Reduction of Commitments.	33
	Section 2.10	Repayment and Amortization of Loans; Evidence of Debt.	34
	Section 2.11	Prepayment of Loans.	35
	Section 2.12	Fees.	35
	Section 2.13	Interest.	36
	Section 2.14	Alternate Rate of Interest; Illegality.	37
	Section 2.15	Increased Costs.	39
	Section 2.16	Break Funding Payments.	40
	Section 2.17	Withholding of Taxes; Gross-Up.	40
	Section 2.18	Payments Generally; Allocation of Proceeds; Sharing of Setoffs.	43
	Section 2.19	Mitigation Obligations; Replacement of Lenders.	45
	Section 2.20	Defaulting Lenders.	46
	Section 2.21	Returned Payments.	47
	Section 2.22	Banking Services and Swap Agreements.	47



 






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	Article III Representations and Warranties	47
	Section 3.01	Organization; Powers.	47
	Section 3.02	Authorization; Enforceability.	47
	Section 3.03	Governmental Approvals; No Conflicts.	48
	Section 3.04	Financial Condition; No Material Adverse Change.	48
	Section 3.05	Properties.	48
	Section 3.06	Litigation..	48
	Section 3.07	Compliance with Laws and Agreements; No Default.	48
	Section 3.08	Business Development Company; RIC.	49
	Section 3.09	Taxes.	49
	Section 3.10	ERISA.	49
	Section 3.11	Disclosure.	49
	Section 3.12	Material Agreements.	49
	Section 3.13	Solvency.	50
	Section 3.14	Insurance.	50
	Section 3.15	Capitalization and Subsidiaries.	50
	Section 3.16	Security Interest in Collateral.	50
	Section 3.17	Employment Matters.	50
	Section 3.18	Margin Regulations.	51
	Section 3.19	Use of Proceeds.	51
	Section 3.20	No Burdensome Restrictions.	51
	Section 3.21	Anti-Corruption Laws and Sanctions.	51
	Section 3.22	Affected Financial Institutions.	51
	Section 3.23	Plan Assets; Prohibited Transactions.	51
	Section 3.24	Affiliate Transactions.	51
	Section 3.25	Portfolio Investments.	51
	 	 	 
	Article IV Conditions	52
	Section 4.01	Effective Date.	52
	Section 4.02	Each Credit Event.	54
	 	 	 
	Article V Affirmative Covenants	55
	Section 5.01	Financial Statements; Borrowing Base and Other Information.	55
	Section 5.02	Notices of Material Events.	57
	Section 5.03	Existence; Conduct of Business.	57
	Section 5.04	Payment of Obligations.	58
	Section 5.05	Maintenance of Properties.	58
	Section 5.06	Books and Records; Inspection Rights.	58
	Section 5.07	Compliance with Laws, Material Contractual Obligations and Investment Policies.	58



 






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	Section 5.08	Use of Proceeds.	58
	Section 5.09	Accuracy of Information.	59
	Section 5.10	Insurance.	59
	Section 5.11	Business Development Company and RIC.	59
	Section 5.12	[Section Intentionally Omitted]	59
	Section 5.13	[Section Intentionally Omitted]	59
	Section 5.14	Additional Collateral; Further Assurances.	59
	 	 	 
	Article VI Negative Covenants	60
	Section 6.01	Indebtedness.	60
	Section 6.02	Liens.	61
	Section 6.03	Fundamental Changes.	61
	Section 6.04	Investments, Loans, Advances, Guarantees and Acquisitions.	62
	Section 6.05	Asset Sales.	62
	Section 6.06	[Section Intentionally Omitted]	63
	Section 6.07	Swap Agreements.	63
	Section 6.08	Restricted Payments; Certain Payments of Indebtedness.	63
	Section 6.09	Transactions with Affiliates.	63
	Section 6.10	Restrictive Agreements.	64
	Section 6.11	Amendment of Material Documents.	64
	Section 6.12	Financial Covenants.	64
	 	 	 
	Article VII Events of Default	64
	Section 7.01	Events of Default.	64
	Section 7.02	Remedies.	67
	Section 7.03	Cure Right.	67
	 	 	 
	Article VIII The Administrative Agent	68
	Section 8.01	Authorization and Action.	68
	Section 8.02	Administrative Agent’s Reliance, Limitation of Liability, Etc.	70
	Section 8.03	Posting of Communications.	71
	Section 8.04	The Administrative Agent Individually.	72
	Section 8.05	Successor Administrative Agent.	73
	Section 8.06	Acknowledgements of Lenders.	74
	Section 8.07	Collateral Matters.	75
	Section 8.08	Credit Bidding.	76
	Section 8.09	Certain ERISA Matters.	77
	Section 8.10	Erroneous Payments.	78



 






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	Article IX Miscellaneous	80
	Section 9.01	Notices.	80
	Section 9.02	Waivers; Amendments.	82
	Section 9.03	Expenses; Limitation of Liability; Indemnity; Etc.	83
	Section 9.04	Successors and Assigns.	85
	Section 9.05	Survival.	88
	Section 9.06	Counterparts; Integration; Effectiveness; Electronic Execution.	88
	Section 9.07	Severability.	89
	Section 9.08	Right of Setoff.	89
	Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process.	90
	Section 9.10	Waiver of Jury Trial.	90
	Section 9.11	Headings.	91
	Section 9.12	Confidentiality.	91
	Section 9.13	Several Obligations; Nonreliance; Violation of Law.	92
	Section 9.14	USA PATRIOT Act.	92
	Section 9.15	Disclosure.	92
	Section 9.16	Appointment for Perfection.	92
	Section 9.17	Interest Rate Limitation.	92
	Section 9.18	No Fiduciary Duty, etc.	92
	Section 9.19	Marketing Consent.	93
	Section 9.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions.	93
	Section 9.21	Acknowledgement Regarding Any Supported QFCs.	94
	 	 	 
	Article X Loan Guaranty	94
	Section 10.01	Guaranty.	94
	Section 10.02	Guaranty of Payment.	95
	Section 10.03	No Discharge or Diminishment of Loan Guaranty.	95
	Section 10.04	Defenses Waived.	95
	Section 10.05	Rights of Subrogation.	96
	Section 10.06	Reinstatement; Stay of Acceleration.	96
	Section 10.07	Information.	96
	Section 10.08	Termination.	96
	Section 10.09	Taxes.	97
	Section 10.10	Maximum Liability.	97
	Section 10.11	Contribution.	97
	Section 10.12	Liability Cumulative.	98
	Section 10.13	Keepwell.	98



 






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SCHEDULES:


 


Commitment Schedule


Schedule 3.05 – Properties, etc.


Schedule 3.14 – Insurance


Schedule 3.15 – Capitalization and Subsidiaries


Schedule 6.01 – Existing Indebtedness


Schedule 6.02 – Existing Liens


Schedule 6.04 – Existing Investments


 


EXHIBITS:


 


	Exhibit A	Form of Assignment and Assumption
	Exhibit B-1	Form of Borrowing Request
	Exhibit B-2	form of Interest Election Request
	Exhibit C-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit C-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit C-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit C-4	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit D	Form of Compliance Certificate
	Exhibit E	Form of Joinder Agreement
	Exhibit F	Form of Borrowing Base Certificate


 




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This CREDIT AGREEMENT dated
as of December 15, 2022 (as it may be amended or modified from time to time, this “Agreement”), among PhenixFIN Corporation,
a Delaware corporation, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and Woodforest National Bank, as Administrative
Agent.


 


The parties hereto agree as
follows:


 


Article
I

Definitions


 


Section 1.01 Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


“Account”
has the meaning assigned to such term in the Security Agreement.


 


“Account Debtor”
means any Person obligated on an Account.


 


“Adjusted Net Investment
Income” means, for any period, Net Investment Income for such period plus (a) without duplication and to the extent deducted
in determining Net Investment Income for such period, the sum of (i) Interest Expense for such period, (ii) any extraordinary non-cash
charges for such period approved by the Administrative Agent in its sole discretion and (iii) expenses incurred in connection with the
transactions completed herein in an aggregate amount not to exceed $1,500,000, minus (b) without duplication and to the extent
included in Net Investment Income, any cash payments made during such period in respect of non-cash charges described in clause (a)(ii)
taken in a prior period, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Administrative Agent”
means Woodforest National Bank (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the
Lenders hereunder.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Advance Rate” means, as to
any Eligible Investment and subject to adjustment as provided in the definition of Borrowing Base, the following percentages with respect
to such Eligible Investment:


 


	 	 	Advance Rate	 
	Portfolio Investment Type	 	Unquoted Investment	 	 	Quoted Investment	 
	Cash and Cash Equivalents	 	 	100	%	 	 	100	%
	Eligible First Lien Term Debt	 	 	65	%	 	 	75	%
	Eligible Senior Secured Debt	 	 	55	%	 	 	65	%
	Eligible Second Lien Debt	 	 	45	%	 	 	55	%
	Eligible Term Loan B Debt	 	 	45	%	 	 	55	%




 






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“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


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


 


“Affiliate Investment”
means any Investment in a Person in which a Loan Party owns or Controls more than 25% of the Equity Interests.


 


“Aggregate Credit
Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time.


 


“Aggregate Revolving
Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.


 


“Agreement”
has the meaning specified in introductory paragraph hereof.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
Rate in effect on such day plus 0.50%, and (c) the Term SOFR Rate for a one-month Interest Period as published two (2) U.S. Government
Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1%, provided that, for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at
approximately 5:00 p.m. New York City time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified
by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate shall be effective from and including the effective date of
such change in the Prime Rate, the Federal Funds Effective Rate or the Term SOFR Rate, respectively. If the Alternate Base Rate is being
used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement
has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clause (a) and (b) above
and shall be determined without reference to clause (c) above.


 


“Ancillary Document”
has the meaning assigned to it in Section 9.06(b).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable Percentage”
means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Revolving
Commitment at such time and the denominator of which is the aggregate Revolving Commitments at such time (provided that, if the Revolving
Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate
Revolving Exposure at such time); provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender,
such Defaulting Lender’s Commitment shall be disregarded in the calculations above.


 


“Applicable Rate”
means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Term Benchmark Margin” with respect to any Term Benchmark Loan, “ABR
Margin” with respect to any ABR Loan, or “Commitment Fee Rate” with respect to the commitment fee under Section 2.12(a),
as the case may be.


 


	Term Benchmark Margin	 	ABR Margin	 	Commitment Fee Rate
	2.90%	 	1.90%	 	0.25%



 






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“Approved Dealer”
means a bank or a broker-dealer registered under the Securities Exchange Act of 1934 of nationally recognized standing or an Affiliate
thereof and acceptable to the Administrative Agent in its sole discretion. The Administrative Agent acknowledges and agrees that the following
are acceptable as an Approved Dealer: Bank of America, Merrill Lynch, Jefferies, Liquidnet, MKM Partners, Morgan Stanley Co, RBC, UBS,
Credit Suisse, Goldman Sachs, Macquarie, Wells Fargo, Baird, RW Pressprich, Odeon, McDonald Partners, Interactive Brokers, Deutsche Bank,
JP Morgan, CIBC, TD, Seaport Securities, BTIG, B. Riley, Oppenheimer, Ladenburg, Janney, Raymond James and Morgan Stanley.


 


“Approved Electronic
Platform” has the meaning assigned to it in Section 8.03(a).


 


“Approved Fund”
means, for the purposes of Section 9.04(b), any Person (other than a natural person) that is engaged in making, purchasing, holding
or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Approved Pricing
Service” means a pricing or quotation service acceptable to the Administrative Agent in its sole discretion.  The Administrative
Agent acknowledges and agrees that the following are acceptable as an Approved Pricing Service: Murray Devine and Valuation Research Corporation.


 


“Arranger”
means Woodforest National Bank, in its capacity as sole bookrunner and sole lead arranger hereunder.


 


“Asset Coverage Ratio”
means, for any period, the ratio of (a) total assets of the Borrower and its Subsidiaries to (b) total Indebtedness of the Borrower
and its Subsidiaries.


 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including
electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base minus
(b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable
Percentage of all outstanding Borrowings).


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Revolving Credit Maturity Date and the date
of termination of the Revolving Commitments.


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or
component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that
is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making
payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14.


 






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


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards),
(b) stored value cards, (c) merchant processing services, and (d) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository
network services and cash pooling services).


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto, as
hereafter amended.


 


“Bankruptcy Event”
means, with respect to any Person, when such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment,
or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality
thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the U.S.
or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event and the related
Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) of Section 2.14.


 


“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:


 


(a)       the
Daily Simple SOFR;


 






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(b)       the
sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement
benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities
at such time in the United States and (ii) the related Benchmark Replacement Adjustment.


 


If the Benchmark Replacement
as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated
credit facilities at such time.


 


“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative
or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business
Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”,
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)
that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the
Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan
Documents).


 


“Benchmark Replacement
Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:


 


(a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof); or


 


(b) in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 






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For the avoidance of doubt,
(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect
to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:


 


(a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased
or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of
such Benchmark (or such component thereof); or


 


(c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,
or as of a specified future date will no longer be, representative.


 


For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement
or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the
published component used in the calculation thereof).


 


“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (b) ending at the time that
a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.14.


 






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“Beneficial Ownership
Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b)
a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets
include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets
of any such “employee benefit plan” or “plan”.


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Blocking Regulation”
has the meaning assigned to it in Section 3.21.


 


“Borrower”
means PhenixFIN Corporation, a Delaware corporation.


 


“Borrowing”
means a Revolving Borrowing made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single
Interest Period is in effect.


 


“Borrowing Base”
means, at any time, based on the most recent Borrowing Base Certificate which as of the date of a determination of the Borrowing Base
has been received by the Administrative Agent, the sum of the product of the Value of each Eligible Investment and the applicable Advance
Rate; provided that the following Eligible Investments shall be excluded from the calculation of the Borrowing Base:


 


(a) Eligible
Debt Securities owed by any one Obligor (individually or together with other Obligors) to the extent the Eligible Debt Securities owed
by such Obligor exceed 5% of the Borrower’s total net assets, unless otherwise approved by the Required Lenders in their Permitted
Discretion following the Borrower’s request (which shall be limited to three times per calendar year);


 


(b) Eligible
Debt Securities owed by Obligors with a primary business in the same or substantially similar industry (as determined by the Required
Lenders in their Permitted Discretion) to the extent the Eligible Debt Securities owed by such Obligors exceed 25% of the aggregate value
of the Borrowing Base;


 


(c) Eligible
Debt Securities consisting of revolving loans or delayed draw loans to the extent such Eligible Debt Securities exceed 15% of the aggregate
value of the Borrowing Base;


 


(d) Eligible
Debt Securities consisting of unitranche loans to the extent such Eligible Debt Securities exceed 15% of the aggregate value of the Borrowing
Base;


 


(e) Eligible
Second Lien Debt and Eligible Term Loan B Debt to the extent such Eligible Debt Securities exceeds 10% of the aggregate value of the Borrowing
Base;


 


(f) Covenant-Light
Loans to Obligors with an adjusted EBITDA (as defined in the applicable loan documents for such Debt Security) of less than $50,000,000
to the extent such Covenant-Light Loans exceeds 25% of the aggregate value of the Borrowing Base; and


 


(g) Cash
and Cash Equivalents to the extent in excess of $7,500,000, unless otherwise approved by the Required Lenders in their sole discretion.


 






    7


     


    

 


“Borrowing Base Certificate”
means a certificate, signed and certified as accurate and complete by a Financial Officer, in substantially the form of Exhibit F
or another form which is acceptable to the Administrative Agent in its sole discretion.


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form of Exhibit
B-1 hereto or any other form approved by the Administrative Agent.


 


“Burdensome Restrictions”
means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.


 


“Business Day”
means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.


 


“Cash and Cash Equivalents”
means unrestricted and unencumbered (a) cash, (b) securities based or directly and fully guaranteed or insured by the United States of
America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in
support thereof) having maturities of not more than 180 days from the date of acquisition, (c) Dollar denominated time and demand deposits
and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000
or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s
is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more
than 180 days from the date of acquisition, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the
parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent
thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within 180 days of the date of
acquisition, (e) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in
which the Borrower or any of its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of the repurchase obligations, (f) Investments, classified
in accordance with GAAP as current assets, in money market investments programs registered under the Investment Company Act of 1940, as
amended, which are administered by reputable financial institutions having capital of at least $500,000,000.


 


“Change in Control”
means the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Effective Date) of Equity Interests representing
more than thirty percent (30%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the
Borrower.


 


“Change in Law”
means the occurrence after the Effective Date of any of the following: (a) the adoption of or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office
of such Lender or by such Lender’s holding company, if any) with any request, guideline, requirement or directive (whether or not
having the force of law) of any Governmental Authority made or issued after the Effective Date; provided that, notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements
or directives thereunder or issued in connection therewith or in the implementation thereof, and (ii) all requests, rules, guidelines,
requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed
to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 






    8


     


    

 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term SOFR (or a successor administrator).


 


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


 


“Collateral”
means any and all right, title and interest of the Loan Parties in, to and under all property owned, leased or operated by a Person covered
by the Collateral Documents and any and all other property of any Loan Party (other than Excluded Property), now existing or hereafter
acquired, that may at any time be, become or be intended to be, subject to a security interest or Lien in favor of the Administrative
Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations.


 


“Collateral Documents”
means, collectively, the Security Agreement and any other agreements, instruments and documents executed in connection with this Agreement
that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security
agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers
of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether
theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative Agent.


 


“Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving Commitment. The initial amount of each Lender’s Commitment
is set forth on the Commitment Schedule, or in the Assignment and Assumption or other documentation or record (as such term is
defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which
such Lender shall have assumed its Commitment, as applicable.


 


“Commitment Schedule”
means the Schedule attached hereto identified as such.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party
pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender
by means of electronic communications pursuant to Section 8.03, including through an Approved Electronic Platform.


 


“Compliance Certificate”
means a certificate of a Financial Officer in substantially the form of Exhibit D.


 






    9


     


    

 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covenant-Light Loans”
means Eligible Debt Securities for which the loan documents do not require the Obligor thereunder to comply with more than one financial
covenant (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement).


 


“Covered Entity”
means any of the following:


 


(a) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 47.3(b); or


 


(c) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 9.21.


 


“Credit Exposure”
means, as to any Lender at any time, such Lender’s Revolving Exposure at such time.


 


“Credit Party”
means the Administrative Agent or any Lender.


 


“Cure Debt Securities”
means unsecured debt securities issued by Borrower pursuant to that certain registration statement on Form N-2 (file no. 333-258913),
or a successor registration statement, filed with the SEC, which are issued for the purpose of Borrower exercising its Cure Right pursuant
to Section 7.03, and are subject to terms that are satisfactory to the Administrative Agent, including without limitation accruing
interest at a rate approved by the Administrative Agent and having a maturity date that is no less than 90 days following the Revolving
Credit Maturity Date.


 


“Cure Right”
has the meaning assigned to such term in Section 7.03.


 


“Custodial Agreement”
means that certain Loan Administration and Custodial Agreement dated as of September 12, 2022 between the Borrower and the Custodian,
as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.


 


“Custodian”
means ComputerShare Trust Company, N.A., in its capacity as Custodian under the Custodial Agreement, together with its permitted successors
and assigns.


 






    10


     


    

 


“Daily Simple SOFR”
means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination
Date”) that is five (5) U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities
Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities
Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s
Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change
in SOFR without notice to the Borrower.


 


“Debt Security”
means a note, bond, debenture, trust receipt or other obligation, instrument or evidence of indebtedness, including debt instruments of
public and private issuers and tax-exempt securities, but specifically excluding (i) Equity Interests and (ii) any security
which by its terms permits the payment obligation of the Obligor thereunder to be converted into or exchanged for Equity Interests of
such Obligor.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its
Loans, (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above,
such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination
that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b)
has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations
as of the date of certification) to fund prospective Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction
and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Disqualified Lender”
means any Person designated in writing by the Borrower to the Administrative Agent that is a business development company and is a “direct
competitor” of the Borrower, and is specified on a list on file with the Administrative Agent on the Effective Date, which list
may be from time to time updated by written notice from the Borrower, and which list shall be made available by the Administrative Agent
to the Lenders upon request.


 


“Dividing Person”
has the meaning assigned to it in the definition of “Division”.


 






    11


     


    

 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.


 


“Division Successor”
means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or
obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains
any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.


 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


“Dollars”,
“dollars” or “$” refers to lawful money of the U.S.


 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.


 


“Electronic System”
means any electronic system, including e-mail, e-fax, web portal access for the Borrower and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its Related Parties or any other Person,
providing for access to data protected by passcodes or other security system.


 






    12


     


    

 


“Eligible Debt Security”
means, on any date of determination, any Debt Security (including, for the avoidance of doubt, any Equity Interests converted to a Debt
Security) held by Borrower as a Portfolio Investment that is determined by the Administrative Agent in the exercise of its Permitted Discretion
to meet the following conditions:


 


(i) the
investment in the Debt Security was made in accordance with the terms of the Investment Policies;


 


(ii) the
Debt Security has an Eligible Investment Rating;


 


(iii) no
Triggering Event related to the Debt Security is continuing;


 


(iv) the
Obligor of such Debt Security has executed all appropriate documentation, if any, required in accordance with applicable Investment Policies;


 


(v) the
Debt Security is a “general intangible”, an “instrument”, an “account”, or “chattel paper”,
within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein;


 


(vi) material
consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained,
effected or given in connection with the acquisition of such Debt Security have been duly obtained, effected or given and are in full
force and effect;


 


(vii) the
Debt Security is denominated and payable only in Dollars in the United States and the primary Obligor for such Debt Security is organized
under the laws of, and maintains its chief executive office in, the United States or any state thereof;


 


(viii) the
loan documents governing or evidencing such Debt Security have not, since January 1, 2021, been amended, supplemented or otherwise modified
more than once in any calendar year or more than twice of the term of such Debt Security, except for administrative or immaterial amendments,
supplements or other modification;


 


(ix) the
Debt Security bears current all cash interest due and payable;


 


(x) the
Obligor with respect to the Debt Security is not (A) an Affiliate of the Borrower or any other Person whose investments are primarily
managed by the Borrower or any Affiliate of the Borrower or (B) a Governmental Authority;


 


(xi) any
action shall be taken to discontinue or to assert the invalidity or unenforceability of the Debt Security;


 


(xii) the
Debt Security and Borrower’s ownership thereof comply with each Requirement of Law, including without limitation the Investment
Company Act; and


 


(xiii) all
information delivered by Borrower to the Administrative Agent with respect to such Debt Security is true and correct.


 


“Eligible First Lien
Term Debt” means any Eligible Debt Security for which the Borrower has a first-priority perfected lien on substantially all
of the assets of the Obligor of such Eligible Debt Security, but excluding any Eligible Term Loan B Debt.


 


“Eligible Investment”
means, collectively, the following investments of the Borrower so long as the Administrative Agent maintains at all times a first priority,
perfect Lien on such investment (subject to no Liens other than Permitted Encumbrances): Cash and Cash Equivalents. Eligible First Lien
Term Debt, Eligible Senior Secured Debt, Eligible Second Lien Debt, Eligible Term Loan B Debt.


 






    13


     


    

 


“Eligible Investment
Rating” means, as of any date of determination with respect to a Portfolio Investment, an investment rating of “Credit
Rating 3” or better as determined in accordance with the Investment Policies.


 


“Eligible Second
Lien Debt” means any Eligible Debt Security for which the Borrower has a second-priority perfected lien on substantially all
of the assets of the Obligor of such Eligible Debt Security.


 


“Eligible Senior
Secured Debt” means any Eligible Debt Security for which the Borrower has a first-priority perfected lien on certain (but fewer
than all or substantially all) of the assets of the Obligor of such Eligible Debt Security.


 


“Eligible Term Loan
B Debt” means any Eligible Debt Security for which the Borrower has a first-priority perfected lien on substantially all of
the assets of the Obligor of such Eligible Debt Security and is designated as, or has the characteristics of, “term loan B debt”,
as determined by the Administrative Agent, in its Permitted Discretion.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any of the foregoing, but excluding any debt securities convertible into any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section
414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to
a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding standard”
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the
Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence
by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal of the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent, in critical status or in reorganization, within the meaning of Title IV
of ERISA.


 


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


 


“Event of Default”
has the meaning assigned to such term in Section 7.01.


 






    14


     


    

 


“Excluded Property”
has the meaning assigned to such term in the Security Agreement.


 


“Excluded Subsidiary”
means (a) FlexFIN, LLC, a Delaware limited liability company, (b) NVTN LLC, a Delaware limited liability company, and (c) such
other Subsidiaries the Administrative Agent agrees to designate as Excluded Subsidiaries in its sole discretion.


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee
of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a
Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,
(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender,
its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such
Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b))
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with
respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest
in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the Effective Date (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions (as determined in such manner as shall set forth on the NYFRB’s Website from time to time) and published on the next
succeeding Business Day by the NYFRB as the federal funds effective rate.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Financial Covenant
Default” has the meaning assigned to such term in Section 7.03.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 






    15


     


    

 


“Floor”
means an all-in rate of 3.50%.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender
that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


“Funding Account”
means a deposit account of the Borrower held and maintained with Woodforest/


 


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


 


“Governmental Authority”
means the government of the U.S., any other nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness
or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.


 


“Guaranteed Obligations”
has the meaning assigned to such term in Section 10.01.


 


“Guarantor”
means each Subsidiary of the Borrower party hereto and any other Subsidiary of the Borrower who becomes a party to this Agreement, in
accordance with the terms hereof, pursuant to a Joinder Agreement.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price
of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such
Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such
Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such
Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be
valued at the maximum potential amount payable with respect to each such earn-out) and (l) any other Off-Balance Sheet Liability, and
(m) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor.


 






    16


     


    

 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan
Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(c).


 


“Ineligible Institution”
means, for the purposes of Section 9.04(b), a (a) natural person, (b) a Defaulting Lender or its Lender Parent, (c) holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that,
with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (i)
has not been established for the primary purpose of acquiring any Loans or Commitments, (ii) is managed by a professional advisor, who
is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans,
and (iii) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans
and similar extensions of credit in the ordinary course of its business, or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan
Party.


 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Interest Coverage
Ratio” means, for any period, the ratio of (a) Adjusted Net Investment Income for such period to (b) cash Interest Expense for
such period.


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08,
which shall be substantially in the form of Exhibit B-2 hereto or any other form approved by the Administrative Agent.


 


“Interest Expense”
means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Borrower
and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs
under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAP),
calculated for the Borrower and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.


 


“Interest Payment
Date” means the last Business Day of each calendar month and the Revolving Credit Maturity Date.


 


“Interest Period”
means with respect to any Term Benchmark Borrowing, a period equal to one month. The first Interest Period with respect to any Term Benchmark
Borrowing shall be the period commencing on the date of such Borrowing and ending on and include last day of the calendar month when the
Borrowing occurred. Thereafter, each Interest Period shall commence on the first day of every calendar month immediately following the
previous interest period. If any Interest Period is scheduled to commence on a day that is not a Business Day, then such Interest Period
shall commence on the next succeeding Business Day, and the preceding Interest Period shall continue up to, but shall not include, the
first day of such Interest Period.


 






    17


     


    

 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan, advance (excluding commission, travel, petty cash, relocation
and similar advances to officers and employees made in the ordinary course of business) or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person and any arrangement pursuant to which the investor Guaranteed Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that
constitute a business unit.


 


“Investment Company
Act” means the Investment Company Act of 1940 (15 U.S.C. §§ 80a-1 et seq.), as amended, and the rules and regulations
promulgated thereunder.


 


“Investment Policies”
means those investment objectives, policies and restrictions of the Borrower as in effect on the Effective Date as described in Borrower’s
annual report on Form 10-K for the year ended September 30, 2021, as filed with the SEC, and any modifications or supplements as may be
adopted by the Borrower from time to time; provided that provided that the Borrower shall furnish to the Administrative Agent, prior to
the effective date of any material amendment or modification, prompt notice of any such material amendment or modification to such practices
and shall not agree or otherwise permit to occur any modification of such practices in any manner that would or would reasonably be expected
to adversely affect the interests or remedies of the Administrative Agent or the Secured Parties under this Agreement or any Loan Document
or impair the collectability of any Investment without the prior written consent of the Administrative Agent (in its sole discretion).


 


“IRS” means
the United States Internal Revenue Service.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit E.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(b).


 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to
an Assignment and Assumption or otherwise, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and
Assumption or otherwise.


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


“Loan Documents”
means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Collateral Document, each Compliance
Certificate, and each other agreement, instrument, document and certificate executed and delivered to, or in favor of, the Administrative
Agent or any Lender and including each other pledge, power of attorney, consent, assignment, contract, notice, and each other written
matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered
to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.


 






    18


     


    

 


“Loan Guaranty”
means the Guarantee made by the Guarantors to the Secured Parties under Article X hereof.


 


“Loan Parties”
means, collectively, the Borrower and the Guarantors, and the term “Loan Party” shall mean any one of them or all of
them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement.


 


“Margin Stock”
means margin stock within the meaning of Regulations T, U and X, as applicable.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise,
of the Borrower, (b) the ability of any Loan Party to perform any of its Obligations, (c) the Collateral, or the Administrative Agent’s
Liens (on behalf of itself and the other Secured Parties) on the Collateral or the priority of such Liens, or (d) the rights of or benefits
available to the Administrative Agent or the Lenders under any of the Loan Documents.


 


“Material Indebtedness”
means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding $1,000,000.00. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall
be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay
if such Swap Agreement were terminated at such time.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Investment Income”
means, for any period, the consolidated net investment income (or loss) determined for the Borrower and its Subsidiaries, on a consolidated
basis in accordance with GAAP.


 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received,
(ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates)
in connection with such event, (ii) in the case of a Disposition of an asset, the amount of all payments required to be made as a result
of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result
of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established
to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).


 






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“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Obligated Party”
has the meaning assigned to such term in Section 10.02.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities
of any of the Loan Parties to any of the Lenders, the Administrative Agent or any indemnified party, individually or collectively, existing
on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated
or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or
any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the other
instruments at any time evidencing any thereof.


 


“Obligor”
means, with respect to any Portfolio Investment, the Person or Persons obligated to make payments pursuant to such Portfolio Investment,
including any guarantor thereof.


 


“Off-Balance Sheet
Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable
sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than
operating leases).


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.19).


 


“Paid in Full”
or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans, together with accrued
and unpaid interest thereon, (b) the indefeasible payment in full in cash of the accrued and unpaid fees, (c) the indefeasible payment
in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has
been made and other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and
unpaid interest thereon, (d) the termination of all Commitments, and (e) the termination of the Swap Agreement Obligations or entering
into other arrangements satisfactory to the Secured Parties counterparties thereto.


 






    20


     


    

 


“Participant”
has the meaning assigned to such term in Section 9.04(c)(i).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c)(ii).


 


“Payment”
has the meaning assigned to it in Section 8.06(c)(i).


 


“Payment Notice”
has the meaning assigned to it in Section 8.06(c)(ii).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


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


 


“Permitted Encumbrances”
means:


 


(a) Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04; and


 


(b) judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


 


provided that the term “Permitted Encumbrances”
shall not include any Lien securing Indebtedness, except with respect to clause (b) above.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Portfolio Investment”
means an investment made by the Loan Parties in the ordinary course of business and consistent with the Investment Policies in a Person
that is accounted for under GAAP as a portfolio investment of the Loan Parties.


 


“Prepayment Event”
means:


 


(a) any
Disposition of any property or asset constituting an Eligible Investment and included in the calculation of the Borrowing Base prior to
such Disposition; or


 


(b) any
Disposition of any property or asset other than property constituting a Portfolio Investment, the Net Proceeds of which exceeds $2,000,000;
or


 






    21


     


    

 


(c) the
issuance by the Borrower of any Equity Interests, or the receipt by the Borrower of any capital contribution (including in connection
with Borrower exercising its Cure Right pursuant to Section 7.03); or


 


(d) the
incurrence by any Loan Party or any Subsidiary of any Indebtedness that is (i) not permitted under Section 6.01 or (ii) constitutes
Cure Debt Securities.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in
any jurisdiction.


 


“Projections”
has the meaning assigned to such term in Section 5.01(a)(vi).


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.21.


 


“Quoted Investment”
means a Portfolio Investment for which market quotations are readily available from an Approved Pricing Service.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty
or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person
as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
means, as applicable, the Administrative Agent, any Lender, or any combination thereof (as the context requires).


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR Rate, 5:00 p.m. (New York City
time) on the day that is two (2) Business Days preceding the date of such setting, or (b) if such Benchmark is not the Term SOFR Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning assigned to such term in Section 9.04(b)(iv).


 


“Regulation D”
means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 






    22


     


    

 


“Regulation T”
means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation U”
means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation X”
means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members,
trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the NYFRB, or, in each case, any successor thereto.


 


“Relevant Rate”
means, with respect to any Term Benchmark Borrowing, the Term SOFR Rate.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining
to the Borrower’s assets from information furnished by or on behalf of the Borrower, after the Administrative Agent has exercised
its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.


 


“Required Contribution
Date” has the meaning assigned to such term in Section 7.03(b).


 


“Required Lenders”
means, subject to Section 2.20, at any time prior to the earlier of the Loans becoming due and payable pursuant to Article VII
or the Commitments terminating or expiring, Lenders having Credit Exposure and Unfunded Commitments representing more than 50% of the
sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; provided that, (a) in the event there are only two Lenders,
Required Lenders shall mean both Lenders, and (b) in the event there are three or four Lenders, Required Lenders shall mean Lenders having
Credit Exposure and Unfunded Commitments representing more than 66 2⁄3% of the sum of the Aggregate Credit Exposure and Unfunded
Commitments at such time.


 


“Requirement of Law”
means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating,
management or partnership agreement, or other organizational or governing documents of such Person and (b) any statute, law (including
common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or
court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such
Person or any of its property is subject.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the president, Financial Officer or other executive officer of the Borrower.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower
or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account
of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant
or other right to acquire any such Equity Interests.


 






    23


     


    

 


“Revolving Borrowing”
means Revolving Loans of the same Type, made, converted or continued on the same date.


 


“Revolving Commitment”
means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or in the
Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial
Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable,
as such Revolving Commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section
9.04; provided, that at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment. The initial aggregate
amount of the Lenders’ Revolving Commitments is $50,000,000.


 


“Revolving Credit
Maturity Date” means December 15, 2025 (if the same is a Business Day, or if not then the immediately next succeeding Business
Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.


 


“Revolving Exposure”
means, with respect to any Lender, at any time, the sum of the aggregate outstanding principal amount of such Lender’s Revolving
Loans at such time.


 


“Revolving Lender”
means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired,
a Lender with Revolving Exposure.


 


“Revolving Loan”
means a Loan made pursuant to Section 2.01(a).


 


“RIC” or
“regulated investment company” shall mean an investment company or business development company that qualifies for the special
tax treatment provided for by subchapter M of the Code.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the Effective Date, the
so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North
Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned
Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person
otherwise the subject of any Sanctions.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State.


 


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


 






    24


     


    

 


“Secured Obligations”
means all Obligations, together with all (a) Banking Services Obligations and (b) Swap Agreement Obligations owing to one or more Lenders
or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall not create any
guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations
of such Guarantor for purposes of determining any obligations of any Guarantor.


 


“Secured Parties”
means (a) the Lenders, (b) the Administrative Agent, (c) each provider of Banking Services, to the extent the Banking Services Obligations
in respect thereof constitute Secured Obligations, (d) each counterparty to any Swap Agreement, to the extent the obligations thereunder
constitute Secured Obligations, (e) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document
and (f) the successors and assigns of each of the foregoing.


 


“Security Agreement”
means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of the Effective Date, among the
Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge
or security agreement entered into, after the Effective Date by any other Loan Party (as required by this Agreement or any other Loan
Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated,
supplemented or otherwise modified from time to time.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 


“SOFR Determination
Date” has the meaning specified in the definition of Daily Simple SOFR.


 


“SOFR Rate Day”
has the meaning specified in the definition of Daily Simple SOFR.


 


“Statements”
has the meaning assigned to such term in Section 2.18(f).


 


“Subordinated Indebtedness”
of a Person means any Indebtedness of such Person, the payment of which is subordinated to payment of the Obligations to the written
satisfaction of the Administrative Agent.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, by the parent and/or one or more subsidiaries of the parent.


 


“Subsidiary”
means any direct or indirect subsidiary of the Borrower or a Loan Party, as applicable, but excluding each Excluded Subsidiary.


 






    25


     


    

 


“Supported QFC”
has the meaning assigned to it in Section 9.21.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current
or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.


 


“Swap Agreement Obligations”
means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted
hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any
Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a
“swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.


 


“Tangible Net Worth”
means, with respect to any Person, the consolidated net worth of such Person and its consolidated Subsidiaries calculated in accordance
with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and its consolidated Subsidiaries,
including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added
taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.


 


“Term Benchmark”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest
at a rate determined by reference to the Term SOFR Rate.


 


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate”
means the Term SOFR Reference Rate for a tenor of one month at approximately 5:00 p.m., New York City time, two (2) U.S. Government Securities
Business Days prior to the commencement of such one month tenor, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), and for a one month tenor,
the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City
time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for a one month tenor has not been published by
the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR
Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding
U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long
as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.


 






    26


     


    

 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans and
other credit extensions, and the use of the proceeds thereof.


 


“Triggering Event”
means with respect to a Debt Security, (a) a default under such Debt Security (after giving effect to any grace and/or cure period set
forth in the applicable loan document), which causes the indebtedness thereunder to become due or to be repurchased, prepaid, defeased
or redeemed and the Borrower has received notice thereof, or (b) the Obligor of such Debt Security becomes subject to an Bankruptcy Event,
as to which the Borrower has received notice.


 


“2023 Notes”
means the Borrower’s outstanding 6.125% Senior Notes due 2023, issued under that certain Indenture, dated as of February 7, 2012,
as supplemented by that certain Second Supplemental Indenture, dated as of March 18, 2013, between the Borrower and U.S. Bank National
Association (the “Indenture Trustee”).


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Term SOFR Rate or the Alternate Base Rate.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are required
to be applied in connection with the issue of perfection of security interests.


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unfunded Commitment”
means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure.


 


“Unliquidated Obligations”
means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;
(b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to provide collateral
to secure any of the foregoing types of obligations.


 


“Unquoted Investment”
means a Portfolio Investment for which market quotations from an Approved Pricing Service are not readily available.


 


“U.S.”
means the United States of America.


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 






    27


     


    

 


“U.S. Special Resolution
Regime” has the meaning assigned to it in Section 9.21.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(III).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.


 


“Value”
means, as of any date of determination, the value of Portfolio Investments as provided below:


 


(a) Quoted
Investments.  With respect to Quoted Investments, the Borrower shall quarterly, or upon the reasonable request of the Administrative
Agent, determine the market value of such Portfolio Investments as the average of the recent bid prices as determined by two Approved
Dealers selected by Borrower or an Approved Pricing Service which makes reference to at least two Approved Dealers with respect to such
Portfolio Investment; and


 


(b) Unquoted
Investments.  With respect to Unquoted Investments, the “fair value” of such Unquoted Investment as reported in the
most recent Form 10-Q or Form 10-K filed by Borrower with the SEC (which valuations are (i) produced by Borrower consistent with its Investment
Policies and (ii) are reviewed by Borrower’s external auditors); provided that, (i) for each Unquoted Investment acquired by Borrower
prior to the “fair value” thereof having been reported in the most recent Form 10-Q or Form 10-K filed by Borrower with the
SEC, the value thereof shall be the par value of such Unquoted Investment multiplied by the purchase price (expressed as a percentage
of par) paid by Borrower to acquire such Unquoted Investment, until such time as the “fair value” thereof is reported as described
above in this clause (b), (ii) if the Administrative Agent so requests as a result of its determination that intervening events may have
resulted in a change in the most recently determined (pursuant to this definition) “fair value” of such Unquoted Investment,
Borrower shall recalculate (as of the date of determination of the value of such Unquoted Investment) its “fair value” calculation
of such Unquoted Investment using the same methodology as described above in this clause (b), and (iii) at the request of the Administrative
Agent, the Borrower shall to deliver internal valuation memorandum pursuant to which the “fair value” of any Unquoted Investment
is established.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


“Woodforest”
means Woodforest National Bank, in its individual capacity, and its successors.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 






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Section
1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and
referred to by Type (e.g., a “Term Benchmark Loan” or an “ABR Loan”).


 


Section 1.03 Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations,
codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected
Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall
be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute,
rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any
Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any
reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or
period for all calculations or determinations within such definition, and (g) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 


Section 1.04 Accounting
Terms; GAAP; Rounding.


 


(a) Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if after the Effective Date there occurs any change in GAAP or in the application thereof
on the operation of any provision hereof and the Borrower notifies the Administrative Agent that the Borrower requests an amendment to
any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies
the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without
giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities
of any Loan Party at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness under
Financial Accounting Standards Board Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as
described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 






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(b) Notwithstanding
anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations”, any
change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards
Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying
the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP
as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this
Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.


 


(c) Any
financial ratios required to be maintained by any Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


Section 1.05 Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark
that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition
Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not
warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance
or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto,
or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor
or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being
replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative
Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used
in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments
thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition
thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person
or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses
or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or
component thereof) provided by any such information source or service.


 


Section 1.06 [Section
Intentionally Omitted].


 


Section
1.07 Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have
outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall
be necessary to cause the Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated
Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without
limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated
senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under
which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the
terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies
available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


 






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Section 1.08 [Section
Intentionally Omitted]


 


Section
1.09 Divisions. For all purposes under the Loan Documents, in connection with any Division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been
transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall
be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such
time.


 


Article
II

The Credits


 


Section
2.01 Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not
jointly) agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving
Commitment or (ii) the Aggregate Revolving Exposure exceeding the lesser of (A) the aggregate Revolving Commitments and (B) the
Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.


 


Section 2.02 Loans and
Borrowings.


 


(a) Each
Loan shall be made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b) Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower may
request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17
shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c) For
any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000 and not less than
$500,000. ABR Borrowings may be in any amount. Borrowings of more than one Type may be outstanding at the same time.


 


(d) Notwithstanding any
other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if
the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.
 


Section 2.03 Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request
either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower or through
Electronic System, if arrangements for doing so have been approved by the Administrative Agent, (a) in the case of a Term Benchmark Borrowing,
not later than 10:00 a.m., New York City time, two Business Days before the date of the proposed Borrowing (or a later date and time as
agreed by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than noon (or a later time as agreed by the Administrative
Agent), New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such Borrowing
Request shall specify the following information in compliance with Section 2.01:


 


(i) the
aggregate amount of the requested Borrowing, and a breakdown of the separate wires comprising such Borrowing;


 






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(ii) the
date of such Borrowing, which shall be a Business Day; and


 


(iii) whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing.


 


If no election as to the Type of Revolving Borrowing
is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan
to be made as part of the requested Borrowing.


 


Section 2.04 [Section
Intentionally Omitted]


 


Section 2.05 [Section
Intentionally Omitted]


 


Section 2.06 [Section
Intentionally Omitted]


 


Section 2.07 Funding
of Borrowings.


 


(a) Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately available
funds by 2:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders in an amount equal to such Lender’s Applicable Percentage. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account(s).


 


(b) Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower each severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing; provided, that any interest
received from the Borrower by the Administrative Agent during the period beginning when Administrative Agent funded the Borrowing until
such Lender pays such amount shall be solely for the account of the Administrative Agent.


 






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Section 2.08 Interest
Elections.


 


(a) Each
Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing. The Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b) To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election either in writing (delivered
by hand or fax) by delivering an Interest Election Request signed by a Responsible Officer of the Borrower or through Electronic System,
if arrangements for doing so have been approved by the Administrative Agent, by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date
of such election. Each such Interest Election Request shall be irrevocable.


 


(c) Each
Interest Election Request (including requests submitted through Electronic System) shall specify the following information in compliance
with Section 2.02:


 


(i) the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii) the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and


 


(iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing.


 


(d) Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(e) If
the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, each Term
Benchmark Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.09 Termination
or Reduction of Commitments.


 


(a) Unless
previously terminated, all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.


 






    33


     


    

 


(b) The
Borrower may at any time terminate or, from time to time, reduce, without premium or penalty, the Revolving Commitments; provided that
no such termination or reduction of Revolving Commitment shall be permitted if, after giving effect thereto and to any prepayments of
Borrowings, the Aggregate Revolving Exposure exceeds the lesser of (i) the aggregate Revolving Commitments and (ii) the Borrowing Base;
provided that, (i) any reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not
less than $1,000,000 and (ii) Borrower shall not request a reduction in Revolving Commitments more than three times in any fiscal
year.


 


(c) The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of
the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities,
in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction
of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.


 


Section 2.10 Repayment
and Amortization of Loans; Evidence of Debt.


 


(a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid principal
amount of each Revolving Loan on the Revolving Credit Maturity Date.


 


(b) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


(c) The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof, (ii)
the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d) The
entries made in the accounts maintained pursuant to paragraph (b) and (c) of this Section shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the
terms of this Agreement.


 


(e) Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at
all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.


 






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Section 2.11 Prepayment
of Loans.


 


(a) The
Borrower shall have the right at any time and from time to time, without penalty or premium, to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (e) of this Section and, if applicable, payment of any break funding expenses under
Section 2.16.


 


(b) In
the event and on such occasion that the Aggregate Revolving Exposure exceeds the lesser of (i) the aggregate Revolving Commitments and
(ii) the Borrowing Base, the Borrower shall prepay, on demand, the Revolving Loans in an aggregate amount equal to such excess.


 


(c) In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event,
the Borrower shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section
2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds; provided, however, in the case of a Prepayment Event described
in clause (c) thereof that is not the issuance of Equity Interests in connection with Borrower exercising its Cure Right pursuant to Section
7.03, the Borrower shall only be required to prepay the Obligations in an aggregate amount equal to 50% of such Net Proceeds.


 


(d) All
prepayments made pursuant to Section 2.11(c) shall be applied to prepay such Loans in accordance with the Lenders’ respective
Applicable Percentages without a corresponding reduction in the Revolving Commitments.


 


(e) The
Borrower shall notify the Administrative Agent by telephone (confirmed by fax) or through Electronic System, if arrangements for doing
so have been approved by the Administrative Agent, of any prepayment under this Section: (i) in the case of prepayment of a Term Benchmark
Borrowing, not later than 10:00 a.m., New York City time, two (2) Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of
a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall
be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section
2.16.


 


Section 2.12 Fees.


 


(a) The
Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender (other than a Defaulting
Lender, in accordance with Section 2.20(a)), which shall accrue at the Applicable Rate on the actual daily amount of the undrawn
portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on
which the Lenders’ Revolving Commitments terminate. Commitment fees accrued through and including the last day of March, June, September
and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day
of each period but excluding the date on which the Revolving Commitments terminate).


 






    35


     


    

 


(b) [Section
Intentionally Omitted].


 


(c) The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.


 


(d) All
fees payable hereunder shall be paid on the dates due, in Dollars in immediately available funds, to the Administrative Agent for distribution,
in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


Section 2.13 Interest.


 


(a) The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate; provided that, in
no event shall the interest rate for ABR Borrowings be less than the Floor.


 


(b) The
Loans comprising each Term Benchmark Borrowing shall bear interest at the Term SOFR Rate plus the Applicable Rate; provided that,
in no event shall the interest rate for Term Benchmark Borrowings be less than the Floor.


 


(c) Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default under Section 7.01(a) or Section 7.01(b), the
Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option
of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected thereby”
for reductions in interest rates), declare that (i) all Loans shall bear interest at 2.0% plus the rate otherwise applicable to
such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such
amount shall accrue at 2.0% plus the rate applicable to such fee or other obligation as provided hereunder.


 


(d) Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any
Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion.


 


(e) Interest
computed by reference to the Term SOFR Rate hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference
to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year). In each case, interest shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal
amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate or Term SOFR Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 






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Section 2.14 Alternate
Rate of Interest; Illegality.


 


(a) Subject
to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:


 


(i) the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), prior to commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Term SOFR Rate
(including, because the Term SOFR Reference Rate is not available or published on a current basis) for such Interest Period; or


 


(ii) the
Administrative Agent is advised by the Required Lenders that, prior to the commencement of any Interest Period for a Term Benchmark Borrowing,
the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable thereafter
and, until (I) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist with respect to the relevant Benchmark and (II) the Borrower delivers a new Interest Election Request in accordance with the terms
of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Interest Election Request
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request
that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable,
for an ABR Borrowing. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice
from the Administrative Agent referred to in this ‎Section 2.14(a) with respect to a Relevant Rate applicable to such Term
Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance
with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term Benchmark
Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business
Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan.


 


(b) Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document”
for purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance
with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (ii) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date
notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Required Lenders.


 






    37


     


    

 


(c) Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 


(d) The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal
or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of
Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.


 


(e) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark
is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement
or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative
Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement
that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may
modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously
removed tenor.


 


(f) Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for
a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into
a request for a Borrowing of or conversion to an ABR Borrowing. During any Benchmark Unavailability Period or at any time that a tenor
for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for
such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan is outstanding on
the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant
Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section
2.14, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business
Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan.


 






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Section 2.15 Increased
Costs. 


 


(a) If
any Change in Law shall:


 


(i) impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance
charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such
reserve requirement reflected in the Term SOFR Rate); or


 


(ii) impose
on any Lender or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Loans made by such Lender; or


 


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


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or such other Recipient
hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Recipient, as the case
may be, such additional amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional
costs incurred or reduction suffered.


 


(b) If
any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the
rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this
Agreement or the Commitments of or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


(c) A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in
paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d) Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for
any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further,
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above
shall be extended to include the period of retroactive effect thereof.


 






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Section 2.16 Break Funding
Payments. In the event of (i) the payment of any principal of any Term Benchmark Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant
to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto,
(iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.09(c) and is revoked in accordance therewith), or (iv)
the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


Section 2.17 Withholding
of Taxes; Gross-Up.


 


(a) Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then
the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the
sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2.17), the applicable Recipient receives
an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b) Payment
of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


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


 


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


 


(e) Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and
(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative
Agent to such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).


 






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(f) Status
of Lenders.


 


(i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.


 


(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


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


 


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


 


(I) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (1) with respect to payments of
interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from,
or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to
any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article
of such tax treaty;


 


(II) in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of
IRS Form W-8ECI;


 






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(III) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (1) a certificate
substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (2) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(IV) to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit
C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such
Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct
and indirect partner;


 


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


 


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


 


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


 


(g) Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant
to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that
it deems confidential) to the indemnifying party or any other Person.


 






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(h) Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).


 


(i) Defined
Terms. For purposes of this Section 2.17, the term “applicable law” includes FATCA.


 


Section 2.18 Payments
Generally; Allocation of Proceeds; Sharing of Setoffs.


 


(a) The
Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees, or of amounts
payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when
due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the account
set forth under the Administrative Agent’s signature hereto, except that payments pursuant to Sections 2.15, 2.16,
2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise
provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments hereunder shall be made in Dollars.


 


(b) All
payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory
prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing
and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities,
or expense reimbursements then due to the Administrative Agent from the Borrower (other than in connection with Banking Services Obligations
or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrower
(other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable
on the Loans ratably, fourth, to prepay principal on the Loans and to pay any amounts owing in respect of Swap Agreement Obligations and
Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section
2.22, ratably, and fifth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the Borrower
or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or
unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Term
Benchmark Loan, except (I) on the expiration date of the Interest Period applicable thereto, or (II) in the event, and only to the extent,
that there are no outstanding ABR Loans and, in any such event, the Borrower shall pay the break funding payment required in accordance
with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse
and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, Secured Obligations
arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid
in clause fifth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the
Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.


 






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(c) At
the election of the Administrative Agent, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without
limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents,
may be paid from the proceeds of Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03
or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative
Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such
amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03,
and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment
of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d) If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other similarly situated Lender,
then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation.


 


(e) Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account
of the Lenders pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from
the Borrower to the Administrative Agent pursuant to Section 2.11(e)), notice from the Borrower that the Borrower will not make
such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 






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(f) The
Administrative Agent may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured
Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements, which,
if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant
billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a
Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing
period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that
is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver
of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time.


 


Section 2.19 Mitigation
Obligations; Replacement of Lenders.


 


(a) If
any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii)
would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b) If
any Lender (or Affiliate or Participant of any Lender, pursuant to Sections 2.02 or 9.04(c)) requests compensation under
Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender (or Affiliate or
Participant of any Lender, pursuant to Sections 2.02 or 9.04(c)) or any Governmental Authority for the account of any Lender
(or Affiliate or Participant of any Lender) pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, or any Lender
fails to consent to a requested amendment, waiver or modification to any Loan Document in which the Required Lenders and the Administrative
Agent have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected
thereby, as applicable) is required with respect thereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, no later than thirty (30) days following the applicable event set forth above (x) require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests,
rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement
and other Loan Documents to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment) provided that (i) the Borrower shall have received the prior written consent of the Administrative
Agent to the assignee, which consent shall not unreasonably be withheld, (ii) such Lender, Affiliate or Participant shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts), and (iii) the Borrower shall have no right to replace Woodforest National Bank; or (y) on prior written notice
to the Administrative Agent and such Lender, repay the Loans and terminate the Revolving Commitments held by such Lender, notwithstanding
anything to the contrary herein, on a non pro rata basis, so long as any accrued and unpaid interest and required fees are paid to any
such Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto
agrees that (A) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by
the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption
by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and
(B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be
deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the
other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested
by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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Section 2.20 Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a) fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b) any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 2.18(b) or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may
request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by
the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender or against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; fifth, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement or under any other Loan Document; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (I) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (II) such Loans were made at a time when the conditions set forth in Section
4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans is held by the Lenders pro rata
in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto; and


 


(c) such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided
in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether
the Required Lenders have taken or may take any action hereunder or under any other Loan Document; provided that, except as otherwise
provided in Section 9.02, this clause (iii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver
or other modification requiring the consent of such Lender or each Lender directly affected thereby.


 






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Section 2.21 Returned
Payments. If, after receipt of any payment which is applied to the payment of all or any part of the
Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason
compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for
any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then
the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force
as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21
shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender
in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of
this Agreement.


 


Section 2.22 Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having
Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly
after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services
Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether
matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish
the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due
or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided
to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking
Services Obligations and/or Swap Agreement Obligations will be placed. For the avoidance of doubt, so long as Woodforest or its Affiliate
is the Administrative Agent, neither Woodforest nor any of its Affiliates providing Banking Services for, or having Swap Agreements with,
any Loan Party or any Subsidiary or Affiliate of a Loan Party shall be required to provide any notice described in this Section 2.22
in respect of such Banking Services or Swap Agreements.


 


Article
III

Representations and Warranties


 


Each Loan Party represents
and warrants to the Lenders that (and where applicable, agrees):


 


Section 3.01 Organization;
Powers. Each Loan Party and each Subsidiary is duly organized or formed, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now
conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.


 


Section 3.02 Authorization;
Enforceability. The Transactions are within each Loan Party’s corporate or other organizational
powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders.
Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.


 






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Section 3.03 Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and
effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement
of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other
instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder
to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation or imposition of, or other
requirement to create, any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.


 


Section 3.04 Financial
Condition; No Material Adverse Change.


 


(a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended September 30, 2021, reported on by Ernst & Young LLP, independent public accountants. Such
financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.


 


(b) No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since September
30, 2021.


 


Section 3.05 Properties.


 


(a) As
of the Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is leased by any Loan Party. No
Loan Party owns any real property.


 


(b) Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted, a correct and complete list of which, as of the Effective Date, is set forth on Schedule
3.05, and the use thereof by each Loan Party and each Subsidiary does not infringe in any material respect upon the rights of any
other Person, and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing agreement or similar
arrangement.


 


Section 3.06 Litigation.
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.


 


Section 3.07 Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (a)
all Requirement of Law applicable to it or its property and (b) all indentures, agreements and other instruments binding upon it or its
property. No Default has occurred and is continuing.


 






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Section 3.08 Business
Development Company; RIC. Neither the Borrower nor any of its Affiliates is a “holding company”
as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. The Borrower qualifies as an
RIC and is an “investment company” that has elected to be a “business development company” as defined in Section
2(a)(48) of the Investment Company Act and is subject to regulation as such under the Investment Company Act including Section 18, as
modified by Section 61, of the Investment Company Act. The business and other activities of the Borrower, including but not limited to,
the making of the Loans by the Lenders, the application of the proceeds and repayment thereof by the Borrower and the consummation of
the transactions contemplated by the Loan Documents do not result in any violations of the provisions of the Investment Company Act, any
rules, regulations or orders issued by the SEC thereunder, or any other Requirement of Law. The Borrower is in compliance with the Investment
Policies.


 


Section 3.09 Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested
in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate
reserves. No tax liens have been filed and no claims are being asserted with respect to any such taxes.


 


Section 3.10 ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.
The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan.


 


Section 3.11 Disclosure. 


 


(a) The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or
any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf
of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or
any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information
was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information
was delivered prior to the Effective Date, as of the Effective Date.


 


(b) As
of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided
on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


Section 3.12 Material
Agreements. No Loan Party or any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in (a) any material agreement to which it is a party or (b) any agreement
or instrument evidencing or governing Indebtedness.


 






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Section 3.13 Solvency. 


 


(a) Immediately
after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of the Loan Parties, on a
consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present
fair saleable value of the property of the Loan Parties, on a consolidated basis, will be greater than the amount that will be required
to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (iii) the Loan Parties, on a consolidated basis, will be able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties will not have unreasonably
small capital with which to conduct the business in which they are engaged as such businesses are now conducted and are proposed to be
conducted after the Effective Date.


 


(b) No
Loan Party intends to, nor will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts beyond
its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary
and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.


 


Section 3.14 Insurance.  Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of
the Loan Parties as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Loan
Parties believe that the insurance maintained by or on behalf of the Loan Parties is adequate and is customary for companies engaged
in the same or similar businesses operating in the same or similar locations.


 


Section 3.15 Capitalization
and Subsidiaries.  Schedule 3.15 sets forth (a)
a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each
class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding,
fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type
of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to
the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.


 


Section 3.16 Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and
valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and
all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the
extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable
law and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent the Administrative Agent
has not obtained or does not maintain possession of such Collateral.


 


Section 3.17 Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party
or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the
Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state,
local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be
made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have
been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.


 






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Section 3.18 Margin
Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and
no part of the proceeds of any Borrowing hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds
of each Borrowing, not more than 25% of the value of the assets (either of any Loan Party only or of the Loan Parties and their Subsidiaries
on a consolidated basis) will be Margin Stock.


 


Section 3.19 Use of
Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly
as set forth in Section 5.08.


 


Section 3.20 No Burdensome
Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions
permitted under Section 6.10.


 


Section 3.21 Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures
designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and,
to the knowledge of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in
all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being
designated as a Sanctioned Person. None of (a) any Loan Party, any Subsidiary, any of their respective directors, officers or employees,
or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds, Transaction
or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


Section 3.22 Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


Section 3.23 Plan Assets;
Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is an entity deemed to
hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance
of the transactions contemplated under this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.


 


Section 3.24 Affiliate
Transactions. There are no existing or proposed agreements, arrangements, understandings or transactions
between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, holders of other Equity Interests,
employees or Affiliates (other than Subsidiaries) of any Loan Party or any members of their respective immediate families, and none of
the foregoing Persons are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest
in any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan
Party (except that any such Persons may own Equity Interests in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly
traded company that may compete with a Loan Party). 


 


Section 3.25 Portfolio
Investments. Each Portfolio Investment was originated without any fraud or material
misrepresentation by the Borrower or, to the best of the Borrower’s knowledge, on the part of the Obligor. On the date of each Borrowing,
the information contained in the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 5.01
is an accurate and complete listing of all of the Eligible Investments as of such date, and the information contained therein with respect
to the identity of such Portfolio Investment and the amounts owning thereunder is true and correct in all respects as of such date. No
procedures that would reasonably be expected to be adverse to the interests of the Administrative Agent and the Lenders were utilized
by the Borrower in identifying and/or selecting the Portfolio Investments.


 






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Article
IV

Conditions


 


Section 4.01 Effective
Date.


 


(a) The
obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions
is satisfied (or waived in accordance with Section 9.02):


 


(i) Credit
Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (A) from each party hereto a counterpart
of this Agreement signed on behalf of such party (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) and (B) duly executed
copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably
request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes
requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the
Loan Parties’ counsel, addressed to the Administrative Agent and the Lenders, all in form and substance satisfactory to the Administrative
Agent.


 


(ii) Financial
Statements. The Lenders shall have received (A) audited consolidated financial statements of the Borrower for the 2020 and 2021 fiscal
years, and (B) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of
the latest applicable financial statements delivered pursuant to clause (A) of this paragraph as to which such financial statements are
available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse
change in the consolidated financial condition of the Borrower, as reflected in the audited, consolidated financial statements described
in clause (A) of this paragraph.


 


(iii) Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (A)
a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (I) certify
the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents
to which it is a party, (II) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign
the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and (III) contain appropriate attachments,
including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority
of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership
agreement, or other organizational or governing documents, and (B) a long form good standing certificate for each Loan Party from its
jurisdiction of organization.


 


(iv) No
Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower,
dated as of the Effective Date (A) stating that no Default has occurred and is continuing, (B) stating that the representations and warranties
contained in the Loan Documents are true and correct as of such date, and (C) certifying as to any other factual matters as may be reasonably
requested by the Administrative Agent.


 






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(v) Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed
for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date,
but excluding those fees to be paid in accordance with Section 4.02(c)(iii). All such amounts will be paid directly by Borrower and not
with proceeds of Loans.


 


(vi) Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of
each Loan Party and each jurisdiction where assets of the Loan Parties are located, and such search shall reveal no Liens on any of the
assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant
to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(vii) [Intentionally
Omitted].


 


(viii) [Intentionally
Omitted].


 


(ix) Control
Agreements. The Administrative Agent shall have received a deposit account control agreement and/or securities account control agreement
with respect to the Custodial Agreement and as otherwise required to be provided pursuant to the Security Agreement.


 


(x) Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and
substance reasonably satisfactory to the Administrative Agent.


 


(xi) Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as
of the end of the month immediately preceding the Effective Date.


 


(xii) Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Collateral
Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor
of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior
in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for
filing, registration or recordation.


 


(xiii) Insurance.
The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the
Administrative Agent and otherwise in compliance with the terms of Section 5.10 of this Agreement.


 


(xiv) USA
PATRIOT Act, Etc. (A) The Administrative Agent shall have received, (I) at least five (5) days prior to the Effective Date, all documentation
and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrowers at least ten (10)
days prior to the Effective Date, and (II) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party, and
(B) to the extent the Borrower qualify as a “legal entity customer” under the Beneficial Ownership Regulation, at least five
(5) days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least the (10) days prior
to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership
Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set
forth in this clause (B) shall be deemed to be satisfied).


 






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(xv) Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or their respective
counsel may have reasonably requested.


 


(b) The
Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 9.02).


 


Section 4.02 Each Credit
Event. 


 


(a) The
obligation of each Lender to make a Loan on the occasion of any Borrowing, is subject to the satisfaction of the following conditions:


 


(i) The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
with the same effect as though made on and as of the date of such Borrowing (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of
such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true
and correct in all respects).


 


(ii) At
the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.


 


(iii) After
giving effect to any Borrowing, Availability shall not be less than zero.


 


(iv) No
event shall have occurred and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect.


 


(b) Each
Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified
in this Section.


 


(c) The
obligation of each Lender to make a Loan on the occasion of the initial Borrowing is subject to the satisfaction of the following conditions
in form and substance reasonably satisfactory to the Administrative Agent:


 


(i) The
Administrative Agent shall have received evidence of satisfaction and discharge in respect of the Indebtedness related to the 2023 Notes.


 


(ii) All
proceeds of such initial Borrowing shall be paid directly from the Administrative Agent to the Indenture Trustee in connection with and
in redemption in full of the 2023 Notes.


 


(iii) The
Lenders and the Administrative Agent shall have received all fees required to be paid pursuant to the fee letter between the Administrative
Agent and Borrower.


 






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Article
V

Affirmative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


Section 5.01 Financial
Statements; Borrowing Base and Other Information.


 


(a) The
Borrower will furnish to the Administrative Agent and each Lender:


 


(i) within
one hundred fifty (150) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without
a “going concern” or like qualification, commentary or exception, and without any qualification or exception as to the scope
of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, accompanied by any management letter prepared by said accountants;


 


(ii) within
forty-five (45) days after the end of each of the first three fiscal quarters of the Borrower, its consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(iii) concurrently
with any delivery of financial statements under clause (i) or (ii) or (iii) above, a Compliance Certificate (A) certifying, in the case
of the financial statements delivered under clause (ii) or (iii) above, as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (B) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (C)
setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 and (D) stating whether any change in
GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(iv) [reserved];


 


(v) as
soon as available, but in any event no later than the end of the first fiscal quarter of each fiscal year of the Borrower, a copy of the
plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of the
Borrower for each month of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative
Agent;


 






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(vi) as
soon as available but in any event within fifteen (15) days of the end of each calendar month, and at such other times as may be necessary
to re-determine Availability hereunder or as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base
Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base
as the Administrative Agent may reasonably request;


 


(vii) as
soon as available but in any event within fifteen (15) days of the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative
Agent: (A) copies of all reports provided to Borrower by the Custodian and (B) a detailed asset portfolio statement together with all
associated schedules;


 


(viii) promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any
Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with
any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;


 


(ix) promptly
after receipt thereof by the Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable
agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by the SEC or
such other agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;


 


(x) promptly
following any request therefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of
directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts
or books of the Borrower or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through the Administrative
Agent) may reasonably request;


 


(xi) promptly
following any request therefor, (A) such other information regarding the operations, material changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or any Lender (through Administrative Agent) may reasonably request and (B) information and documentation reasonably requested by
the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; and


 


(xii) promptly
after any request therefor by the Administrative Agent or any Lender, copies of (A) any documents described in Section 101(k)(1) of ERISA
that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and (B) any notices described in Section 101(l)(1)
of ERISA that the Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower or
any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan,
the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or
sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 


(b) Documents
required to be delivered pursuant to Section 5.01(a)(i), (ii) or (ix) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered
on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system
(EDGAR); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative
Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or through Electronic System) of
the posting of any such documents and provide to the Administrative Agent through Electronic System electronic versions (i.e.,
soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies
of the documents referred to above, and each Lender shall be solely responsible for timely accessing posted documents and maintaining
its copies of such documents.


 






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Section 5.02 Notices
of Material Events.


 


(a) The
Borrower will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified
below) written notice of the following:


 


(i) the
occurrence of any Default;


 


(ii) receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan
Party or any Subsidiary that (A) seeks damages in excess of $1,000,000.00, (B) seeks injunctive relief, (C) is asserted or instituted
against any Plan, its fiduciaries or its assets, or (D) alleges criminal misconduct by any Loan Party or any Subsidiary;


 


(iii) any
material change in accounting or financial reporting practices by the Borrower or any Subsidiary;


 


(iv) the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Loan Parties which could reasonably be expected to result in a Material Adverse Effect;


 


(v) any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(vi) any
change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to
the list of beneficial owners identified in such certification.


 


(b) Each
notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice
under Section 5.02 of that certain Credit Agreement, dated as of December 15, 2022”, and (iii) shall be accompanied by a statement
of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.


 


Section 5.03 Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be
done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses,
permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business,
and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 






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Section 5.04 Payment
of Obligations. Each Loan Party will pay or discharge all Material Indebtedness and all other material
liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will remit withholding taxes and other payroll
taxes to appropriate Governmental Authorities as and when claimed to be due, notwithstanding the foregoing exceptions.


 


Section 5.05 Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.


 


Section 5.06 Books and
Records; Inspection Rights. Each Loan Party will (a) keep proper books of record and account in which
full, true and correct entries are made of all material financial transactions and matters involving the assets and business of the Loan
Parties and (b) permit any representatives designated by the Administrative Agent (including employees of the Administrative Agent,
or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), at such reasonable times during
normal business hours, upon reasonable advance notice to the Borrower, to visit and inspect its properties, conduct at the Loan Party’s
premises field examinations of the Loan Party’s assets, liabilities, books and records, including examining and making extracts
from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (and hereby
authorizes the Administrative Agent to contact its independent accountants directly) and to provide contact information for each bank
where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes the Administrative Agent and
each Lender to contact the bank(s) in order to request bank statements and/or balances; provided the Agent shall not exercise such rights
more often than one (1) time during any calendar year absent the existence and continuance of an Event of Default. The Loan Parties acknowledge
that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining
to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.


 


Section 5.07 Compliance
with Laws, Material Contractual Obligations and Investment Policies. Each Loan Party will, and will
cause each Subsidiary to, (a) comply with each Requirement of Law applicable to it or its property, including without limitation the Investment
Company Act, (b) comply in all respects with the Investment Policies, (c) perform in all material respects its obligations under the Custodial
Agreement, and (d) perform in all material respects its obligations under other material agreements to which it is a party, except to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Loan Party will maintain in
effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 


 


Section 5.08 Use of
Proceeds.


 


(a) The
proceeds of the Loans will be used only to (i) refinance certain existing Indebtedness, (ii) pays certain fees and expenses
incurred in connection with the transactions contemplated herein, and (iii) finance ongoing working capital, capital expenditures
and the general corporate needs of Borrower. No part of the proceeds of any Loan will be used, whether directly or indirectly, or any
purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X.


 






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(b) The
Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective
directors, officers, employees and agents shall not use, the proceeds of any Borrowing (i) in furtherance of an offer, payment, promise
to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption
Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that
would result in the violation of any Sanctions applicable to any party hereto.


 


Section 5.09 Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or
other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or
any amendment or modification hereof or thereof or waiver hereunder or thereunder contains no material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the
matters specified in this Section 5.09; provided that, with respect to the Projections, the Loan Parties will cause the Projections
to be prepared in good faith based upon assumptions believed to be reasonable at the time.


 


Section 5.10 Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers
having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention)
and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other
criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required
pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, but no less
frequently than annually, information in reasonable detail as to the insurance so maintained.


 


Section 5.11 Business
Development Company and RIC. The Borrower will maintain its status as a “business development
company” under the Investment Company Act and as an RIC under the Code. The Borrower will, and will cause its Subsidiaries at all
times to, subject to applicable grace periods set forth in the Code, comply with the portfolio diversification requirements set forth
in the Code applicable to RICs, to the extent applicable.


 


Section 5.12 [Section
Intentionally Omitted]


 


Section 5.13 [Section Intentionally
Omitted]


 


Section 5.14 Additional
Collateral; Further Assurances.


 


(a) Subject
to applicable Requirement of Law, each Loan Party will cause each of its Subsidiaries (other than Excluded Subsidiaries) formed or acquired
after the Effective Date to become a Loan Party by executing a Joinder Agreement. In connection therewith, the Administrative Agent shall
have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply
with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery
thereof, each such Person (i) shall automatically become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties,
and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the
Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral.


 






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(b) The
Borrower will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first
priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties,
pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


(c) Without
limiting the foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent such
documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type
required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may,
from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure
perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably
satisfactory to the Administrative Agent and all at the expense of the Borrower.


 


(d) If
any material assets (other than the Excluded Property) are acquired by any Loan Party after the Effective Date (other than assets constituting
Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower
will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders,
cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take,
such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions
described in paragraph (c) of this Section, all at the expense of the Loan Parties.


 


Article
VI

Negative Covenants


 


Until all of the Secured Obligations
shall have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:


 


Section 6.01 Indebtedness.
No Loan Party will create, incur, assume or suffer to exist any Indebtedness, except:


 


(a) the
Secured Obligations;


 


(b) Indebtedness
existing on the Effective Date and set forth in Schedule 6.01 (excluding, however, following the making of the initial Loan hereunder,
the Indebtedness to be repaid with the proceeds of such Loans as indicated on Schedule 6.01) and any extensions, renewals, refinancings
and replacements of any such Indebtedness in accordance with clause (f) hereof;


 


(c) Indebtedness
of any Loan Party to any other Loan Party;


 


(d) any
Cure Debt Securities;


 






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(e) Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;


 


(f) additional
unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000.00 at any one time outstanding; and


 


(g) Subordinated
Indebtedness approved by the Administrative Agent.


 


Section 6.02 Liens.
No Loan Party will create, incur, assume or permit to exist any Lien on any property or asset now owned
or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except:


 


(a) Liens
created pursuant to any Loan Document;


 


(b) Permitted
Encumbrances;


 


(c) any
Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02;
provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (B) such Lien shall secure
only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof; and


 


(d) Liens
of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon.


 


Section 6.03 Fundamental
Changes.


 


(a) No
Loan Party will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise
Dispose of all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary of the Borrower may merge into the Borrower in a
transaction in which the Borrower is the surviving entity, and (ii) any Loan Party (other than the Borrower) may merge into any other
Loan Party in a transaction in which the surviving entity is a Loan Party.


 


(b) No
Loan Party will consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting
the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative
Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and
the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan
Documents.


 


(c) No
Loan Party will engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the Effective
Date and businesses reasonably related thereto.


 


(d) No
Loan Party will change its fiscal year or any fiscal quarter from the basis in effect on the Effective Date.


 






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(e) No
Loan Party will change the accounting basis upon which its financial statements are prepared.


 


(f) The
Borrower will not cease to be managed pursuant to an internalized management structure.


 


Section 6.04 Investments,
Loans, Advances, Guarantees and Acquisitions. No Loan Party will, form or invest in any Subsidiary after
the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly
owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant
or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or
make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction
or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or
otherwise), except:


 


(a) Investments
in Portfolio Investments made in accordance with the Borrower’s Investment Policies and in compliance with all requirements of the
Investment Company Act;


 


(b) Investments
in Cash and Cash Equivalents, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties
or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties;


 


(c) Investments
in existence on the Effective Date and described in Schedule 6.04;


 


(d) Investments
by any Loan Party in Equity Interests in any other Loan Party, provided that any such Equity Interests held by a Loan Party shall be pledged
pursuant to the Security Agreement;


 


(e) loans
or advances made by any Loan Party to any other Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced
by a promissory note pledged pursuant to the Security Agreement;


 


(f) Investments
after the date hereof in Excluded Subsidiaries;


 


(g) notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement
of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; and


 


(h) Investments
in the form of Swap Agreements permitted by Section 6.07.


 


Section 6.05 Asset Sales.
No Loan Party will Dispose of any asset, including any Equity Interest owned by it, nor will the Borrower
permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Loan Party in
compliance with Section 6.04), except:


 


(a) Dispositions
of assets by any Loan Party to any other Loan Party;


 


(b) Dispositions
of Investments permitted by Sections 6.04(a), (b) and (c); and


 


(c) Dispositions
of property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all Dispositions does not exceed
$5,000,000 in any fiscal year;


 


provided that all Dispositions permitted under
this Section 6.05 shall be made for fair value and cash consideration.


 






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Section 6.06 [Section Intentionally
Omitted]


 


Section 6.07 Swap Agreements.
No Loan Party will enter into any Swap Agreement without the prior written consent of the Required Lenders.


 


Section 6.08 Restricted
Payments; Certain Payments of Indebtedness.


 


(a) No
Loan Party will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its common stock payable solely
in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred
stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,
(iii) the Borrower may pay dividends or make distributions to its shareholders in an aggregate amount necessary to maintain in status
as a RIC under the Code and to avoid U.S. federal income and excise taxes imposed on RICs, and (iv) the Borrower may repurchase its Equity
Interests in accordance with any board-approved share repurchase program, so long as no Default or Event of Default exists or would result
therefrom and the Borrower would be in pro forma compliance with the financial covenants in Section 6.12 as of the most recent fiscal
quarter ended after giving effect thereto.


 


(b) No
Loan Party will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Indebtedness, except:


 


(i) payment
of Indebtedness created under the Loan Documents; and


 


(ii) payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof.


 


Section 6.09 Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices
and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis
from unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate, and (c) the payment
of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation
and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower
or its Subsidiaries in the ordinary course of business. No Loan Party will enter into any transactions with any issuer of an Affiliate
Investment (including any existing Affiliate Investment and any Investment that becomes an Affiliate Investment as a result of such transaction,
or any modification, supplement or waiver to an existing Affiliate Investment), except transactions in the ordinary course of business
that are either (i) on terms and conditions not less favorable to the Loan Party than could be obtained at the time on an arm’s-length
basis from unrelated third parties or (ii) in the nature of an amendment, supplement or modification to any such Affiliate Investment
on terms and conditions that are similar to those obtained by debt or equity investors in similar types of investments in which such investors
do not have the controlling equity interest, in each case, as reasonably determined in good faith by the Borrower.


 






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Section 6.10 Restrictive
Agreements. No Loan Party will, directly or indirectly enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party to create, incur or permit
to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness
of the Borrower or any other Subsidiary; provided that the foregoing shall not apply to restrictions and conditions imposed by any Requirement
of Law or by any Loan Document.


 


Section 6.11 Amendment
of Material Documents. No Loan Party will amend, modify or waive any of its rights under (a) any agreement
relating to any Subordinated Indebtedness, (b) its charter, articles or certificate of organization or incorporation and bylaws or operating,
management or partnership agreement, or other organizational or governing documents, (c) the Custodial Agreement, the Indenture dated
February 7, 2012 with U.S. Bank National Association, as amended, or (d) any other material agreement to the extent the amendment, modification
or waiver of such other material agreement could reasonably be expected to have a Material Adverse Effect.


 


Section 6.12 Financial
Covenants.


 


(a) Asset
Coverage Ratio. The Asset Coverage Ratio, determined on the last day of any fiscal quarter set forth below, shall not be less than
2.0 to 1.0.


 


(b) Interest
Coverage Ratio. The Interest Coverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of any fiscal
quarter ending during any period set forth below, shall not be less than the ratio set forth below opposite such period:


 


	Period	 	Ratio
	December 31, 2022 through June 30, 2023	 	1.25 to 1.0
	 	 	 
	September 30, 2023 through March 31, 2024	 	1.50 to 1.0
	 	 	 
	June 30, 2024 and thereafter	 	1.75 to 1.0



 


(c) Tangible
Net Worth. The Borrower and its Subsidiaries on a consolidated basis shall have, on the last day of each fiscal quarter ending during
the period set forth below, Tangible Net Worth equal to or greater than $85,000,000.


 


Article
VII

Events of Default


 


Section 7.01 Events
of Default. Each of the following shall constitute an “Events of Default”:


 


(a) the Borrower shall
fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise;


 






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(b) the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of 5 days;


 


(c) any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement
or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment
or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed
made;


 


(d) any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a)(i), 5.03 (with
respect to a Loan Party’s existence) or 5.08 or in Article VI;


 


(e) any Loan Party shall
fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a),
(b) or (d)), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of any Loan Party’s knowledge
of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach
relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)(i)), 5.03,  5.04, 5.07, 5.10, 5.11
or 5.13 of this Agreement or (ii) 30 days after
the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be
given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;


 


(f) any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of
any Material Indebtedness, when and as the same shall become due and payable;


 


(g) any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits
(with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity;


 


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


 


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


 






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(j) any
Loan Party or any Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally,
to pay its debts as they become due;


 


(k) one
or more judgments for the payment of money in an aggregate amount in excess of $1,000,000.00 (to the extent not covered by independent
third-party insurance or indemnitees) shall be rendered against any Loan Party, any Subsidiary or any combination thereof and the same
shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action
shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary to enforce any such
judgment or any Loan Party or any Subsidiary shall fail within sixty (60) days to discharge one or more non-monetary judgments or orders
which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in
any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 


(l) an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries which could reasonably be expected
to result in a Material Adverse Effect;


 


(m) a
Change in Control shall occur;


 


(n) the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement), or the breach of any of the terms
or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;


 


(o) the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Loan Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty,
or any Guarantor shall deny that it has any further liability under the Loan Guaranty, or shall give notice to such effect, including,
but not limited to notice of termination delivered pursuant to Section 10.08;


 


(p) except
as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a perfected,
first priority Lien;


 


(q) any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document;


 


(r) any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any
Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that
evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable
in accordance with its terms);


 


(s) any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property of
such Loan Party having a fair market value in excess of $1,000,000.00; or


 






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(t) the
Custodian (1) shall (or shall attempt to) disaffirm, contest or deny its obligations under, or terminates or attempts to terminate, or
is in default of its obligations under, a Custodial Agreement or (2) ceases in any respect to be acceptable to the Administrative Agent
in its reasonable discretion and, in each case, such Custodian is not replaced by, and any Collateral held by such Custodian is not delivered
to, a replacement Custodian satisfactory to the Administrative Agent within 10 days after (A) the first date of such occurrence, in the
case of clause (1) or (B) the date written notice thereof has been given to the Borrower by the Administrative Agent, in the case of clause
(2).


 


Section 7.02 Remedies.
If any Event of Default shall occur (other than an event with respect to the Borrower described in clause
(h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments whereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding
to be due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees (including, for the avoidance of doubt, any break funding payment) and other obligations of the Borrower
accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any break funding payments)
and other obligations of the Borrower accrued hereunder and under any other Loan Documents, shall automatically become due and payable,
in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders
shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under
the UCC.


 


Section 7.03 Cure Right. In the event the Loan Parties fail to comply with any financial covenant contain in Section 6.12 (a “Financial
Covenant Default”), the Loan Parties shall have the right to cure such Event of Default on the following terms and conditions
(the “Cure Right”):


 


(a) In
the event the Borrower desires to cure a Financial Covenant Default, the Borrower shall deliver to the Administrative Agent irrevocable
written notice of its intent to cure (a “Cure Notice”) no later than ten (10) Business Days after the date on which
financial statements and a Compliance Certificate for such fiscal quarter are required to be delivered; provided, however, that in no
event shall the Borrower be permitted to exercise Cure Rights hereunder more than four (4) times during the term of this Agreement, two
(2) times in any four (4) consecutive fiscal quarter period or in any two (2) consecutive fiscal quarters.


 


(b) In
the event the Borrower delivers a Cure Notice, the Borrower shall issue Equity Interests or Cure Debt Securities for cash consideration
in an amount equal to or greater than the amount necessary to cure the applicable Financial Covenant Defaults on or before the date that
is 45 days after the date on which the Cure Notice was delivered to the Administrative Agent (the “Required Contribution Date”).
Such cash consideration received by the Borrower shall be included in the calculation of the Borrower’s assets for the purposes
of determining compliance with the financial covenants in Section 6.12 for the fiscal quarter in which such Financial Covenant
Default occurred and any subsequent period that includes such fiscal quarter.


 






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(c) If
a Cure Notice has been delivered, then from the end of the fiscal quarter related to such Cure Notice until the Required Contribution
Date, the Event of Default on the basis of the applicable Financial Covenant Default in respect of which the Cure Notice was delivered
shall not be deemed to exist and neither the Administrative Agent nor any Lender shall accelerate the Obligations, terminate the Revolving
Commitments or exercise any enforcement remedy against any Loan Party or any of their properties solely as a result of the Financial Covenant
Default that has been (or is to be) cured by the Cure Right pursuant to the terms hereof. Prior to the Cure Notice, any Financial Covenant
Default that has occurred will be deemed to be continuing and, as a result, the Lenders will have no obligation to make any Revolving
Loan or otherwise extend additional credit under this Agreement, and if there has occurred more than one (1) Financial Covenant Default
during any calendar year, also will be entitled to the imposition of interest at the default rate set forth herein from the date of the
applicable Financial Covenant Default.


 


(d) Notwithstanding
anything to the contrary contained in this Agreement, to the extent that the financial covenant cure amount received by the Borrower pursuant
to this Section 7.03 is greater than the amount required to cause the Borrower to be in compliance with the applicable financial
covenants, the amount deemed included in the Borrower’s assets for the purpose of calculating the financial covenants in Section
6.12 will nevertheless be limited to the minimum amount thereof necessary to cure the related Financial Covenant Default.


 


Article
VIII

The Administrative Agent


 


Section 8.01 Authorization
and Action.


 


(a) Each
Lender, on behalf of itself and any of its Affiliates that are Secured Parties hereby irrevocably appoints the entity named as Administrative
Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under
the Loan Documents and each Lender authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such
powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise
such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within
the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral
Document governed by the laws of such jurisdiction on such Lender’s behalf. Without limiting the foregoing, each Lender hereby authorizes
the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative
Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


(b) As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required
to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives
an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to
this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior
to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except
as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower, any other Loan Party, any Subsidiary or any Affiliate of any of the
foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.
Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 






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(c) In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties
are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i) the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent,
fiduciary or trustee of or for any Lender, any other Secured Party or holder of any other obligation other than as expressly set forth
herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it
is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with
reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising
under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect
only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against
the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or
the transactions contemplated hereby;


 


(ii) nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account;


 


(d) The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.


 


(e) The
Arranger shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur
no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.


 


(f) In
case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due
and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(i) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed
in such judicial proceeding; and


 






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(ii) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity
as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed
to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


 


(g) The
provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of
the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any
Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each
Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees
of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.


 


Section 8.02 Administrative
Agent’s Reliance, Limitation of Liability, Etc.


 


(a) Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party,
the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (A) with
the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or
as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or
(B) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court
of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative
Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces
an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 






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(b) The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described
in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect
of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower, or (ii)
notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default”
or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower or a Lender. Further, the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan
Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required
to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being
acceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.


 


(c) Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note
has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by
it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v)
in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction
of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice
to the contrary from such Lender sufficiently in advance of the making of such Loan and (vi) shall be entitled to rely on, and shall incur
no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other
instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution)
or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the
proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker
thereof).


 


Section 8.03 Posting
of Communications.


 


(a) The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by
posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen by the Administrative
Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b) Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material
through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the
representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and
other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications
through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 






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(c) THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES
(COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY
FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


(d) Each
Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic
Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees
(i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s
email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such
email address.


 


(e) Each
of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not
be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally
applicable document retention procedures and policies.


 


(f) Nothing
herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan
Document in any other manner specified in such Loan Document.


 


Section 8.04 The Administrative
Agent Individually. With respect to its Commitment and Loans, the Person serving as the Administrative
Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to
the extent set forth herein for any other Lender. The terms “Lenders”, “Required Lenders” and any
similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a
Lender or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept
deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any of the foregoing as if such
Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders.


 






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Section 8.05 Successor
Administrative Agent.


 


(a) The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, whether
or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint
a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank
with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior
written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default
has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such
successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring
Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.


 


(b) Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness
of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative
Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested
with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set
forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent,
shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such
appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty
or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any
such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document
to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and
(B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given
or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions
of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions
set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.


 






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Section 8.06 Acknowledgements
of Lenders.


 


(a) Each
Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in
making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in
the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and
each Lender agrees not to assert a claim in contravention of the foregoing),(iii) it has, independently and without reliance upon the
Administrative Agent, the Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and
to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial
loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other Lender, or any of the Related Parties of any of the foregoing,
and based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 


(b) Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and
Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt
of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory
to, the Administrative Agent or the Lenders on the Effective Date or the effective date of any such Assignment and Assumption or any other
Loan document pursuant to which it shall have become a Lender hereunder.


 


(c) (i) Each Lender hereby
agrees that (A) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that
any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment
of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted
to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall
promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (B) to the extent permitted by applicable law, such Lender shall
not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with
respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation
any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under
this Section 8.06(c) shall be conclusive, absent manifest error.


 






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(ii) Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (A) that is in a different
amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)
with respect to such Payment (a “Payment Notice”) or (B) that was not preceded or accompanied by a Payment Notice,
it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such
case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the
Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than
one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such
a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or
portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(iii) The
Borrower and each other Loan Party hereby agrees that (A) in the event an erroneous Payment (or portion thereof) are not recovered from
any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the
rights of such Lender with respect to such amount and (B) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy
any Obligations owed by the Borrower or any other Loan Party.


 


(iv) Each
party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or
any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 


(d) Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii) the Administrative
Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information
contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall not be liable for any information contained
in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will
inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records,
as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update,
correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report
with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (v) without limiting the generality
of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person
preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from
any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying
Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims,
actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative
Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.


 


Section 8.07 Collateral
Matters.


 


(a) Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right
to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the
Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.
In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured
party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the
Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on
behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the
Administrative Agent on behalf of the Secured Parties.


 






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(b) In
furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Services the obligations under which
constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed
to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral
or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that
is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed
the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the
Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c) The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 6.02(a)(ii). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation
or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative
Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.


 


Section 8.08 Credit
Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction
of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in
satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either
directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the
provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other
jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted
by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with
any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be credit bid
by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or
unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such
claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests)
for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are
issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one
or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured
Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement
to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to
adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed,
directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted
assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case
may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders
contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall
be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests,
whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or
debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further
action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any
reason, such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations
and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable
portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii)
above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of
the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent
may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or
the consummation of the transactions contemplated by such credit bid.


 






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Section 8.09 Certain
ERISA Matters.


 


(a) Each
Lender (i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that at least one of the following is and will be true:


 


(A) such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans or the Commitments,


 


(B) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement,


 


(C) (I)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (II) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Commitments and this Agreement, (III) the entrance into, participation in, administration of
and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I
of PTE 84-14 and (IV) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this
Agreement, or


 


(D) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b) In
addition, unless sub-clause (A) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided
another representation, warranty and covenant as provided in sub-clause (D) in the immediately preceding clause (a), such Lender further
(i) represents and warrants, as of the date such Person became a Lender party hereto, to, and (ii) covenants, from the date such Person
became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,
the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that none of the Administrative Agent, or the Arranger or any of their respective Affiliates is a fiduciary with respect to
the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 






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(c) The
Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans
or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii)
may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including
structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative
agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


Section 8.10 Erroneous
Payments.


 


(a) If
the Administrative Agent notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party
(any such Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined
in its sole discretion that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from
the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly
received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any
such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,
individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment
(or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or
repayment as contemplated below in this Section 8.10 and held in trust for the benefit of the Administrative Agent, and such Lender
or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient
to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its
sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof)
as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent
waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be
conclusive, absent manifest error.


 






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(b) Without
limiting immediately preceding clause (a), each Payment Recipient agrees that if it receives a payment, prepayment or repayment (whether
received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in
a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative
Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part), then in each such case:


 


(i) it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have
been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the
case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii) such
Lender or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other
recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge
of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent
of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative
Agent pursuant to this Section 8.10(b).


 


For the avoidance of doubt, the failure to deliver
a notice to the Administrative Agent pursuant to this Section 8.10(b) shall not have any effect on a Payment Recipient’s
obligations pursuant to Section 8.10(a) or on whether or not an Erroneous Payment has been made.


 


(c) Each
Lender and Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to
such Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender
or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount
that the Administrative Agent has demanded to be returned under clause (a) above.


 


(d) The
parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous
Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Administrative Agent shall be contractually subrogated to all the rights and interests of such Payment Recipient (and,
in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such
Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount and (y) an Erroneous Payment shall not
pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section
8.10 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the
due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been
payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately
preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such
Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous
Payment.


 






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


 


(f) If
Administrative Agent determines at any time that any amount received by Administrative Agent under this Agreement or any other Loan Document
must be returned to any Loan Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any
other term or condition of this Agreement or any other Loan Document, Administrative Agent will not be required to distribute any portion
thereof to any Lender. In addition, each Lender will repay to Administrative Agent on demand any portion of such amount that Administrative
Agent has distributed to such Lender, together with interest at such rate, if any, as Administrative Agent is required to pay to any Borrower
or such other Credit Party, without setoff, counterclaim or deduction of any kind, and Administrative Agent will be entitled to set-off
against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.


 


(g) To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge
for value” or any similar doctrine.


 


(h) Each
party’s obligations, agreements and waivers under this Section 8.10 shall survive the resignation or replacement of the Administrative
Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Secured Party, the termination of any Commitment and/or
the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


Article
IX

Miscellaneous


 


Section 9.01 Notices.


 


(a) Except
in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each
case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 


(i) if
to any Loan Party, to it in care of the Borrower at:


 


PhenixFIN Corporation 


445 Park Avenue, 10th Floor 


New York, New York 10022


Attention: Ellida McMillan


Email: emcmillan@phenixfc.com


 






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(ii) if
to the Administrative Agent, to Woodforest National Bank at:


 


Woodforest National Bank-CMB Loan Operations


P.O. Box 7889


The Woodlands, TX 77387-7889


 


With copies to:


 


Woodforest National Bank


501 E. Kennedy Blvd, 6th
Floor


Tampa, Florida 33602


Attention: Thomas Angley


Email: TAngley@woodforest.com


 


(iii) if
to any other Lender, to it at its address or fax number set forth in its Administrative Questionnaire.


 


All such notices and other communications (A)
sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to have been given when received,
(B) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient,
or (C) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in paragraph (b) below
shall be effective as provided in such paragraph.


 


(b) Notices
and other communications to the Borrower, any Loan Party and the Lenders hereunder may be delivered or furnished by using Electronic Systems
or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.
Each of the Administrative Agent and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and
other communications to it hereunder by using Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient,
such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient,
and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its
e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not
sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening
of business on the next Business Day of the recipient.


 


(c) Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the
other parties hereto.


 






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Section 9.02 Waivers;
Amendments.


 


(a) No
failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent and the Lenders hereunder and under any other Loan Document are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to
any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.


 


(b) Subject
to Section 2.14(c), (d) and (e) and Section 9.02(d) below, neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement
or agreements in writing entered into by the Borrower and the Required Lenders or (ii) in the case of any other Loan Document, pursuant
to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without
the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount
of any Loan or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent
of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that any amendment or modification
of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute
a reduction in the rate of interest or fees for purposes of this clause (B)), (C) postpone any scheduled date of payment of the principal
amount of any Loan, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each
Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (D) change Section 2.09(c) or Section
2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender
(other than any Defaulting Lender), (E) increase the advance rates set forth in the definition of Borrowing Base or otherwise change the
definition of the term “Borrowing Base” or any component definition thereof or used therein if as a result thereof
the amounts available to be borrowed by the Borrower would be increased, or add new categories of eligible assets, without the written
consent of each Revolving Lender (other than any Defaulting Lender), (F) change any of the provisions of this Section or the definition
of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required
to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent
of each Lender (other than any Defaulting Lender) directly affected thereby, (G) change Section 2.20, without the consent of each
Lender (other than any Defaulting Lender), (H) release any Guarantor from its obligation under the Loan Guaranty (except as otherwise
permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (I)
except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without
the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent
(it being understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent). The Administrative
Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04.


 






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(c) The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured Obligations, and the cash
collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being
sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is
made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without
further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction
permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any
exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence,
the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any
such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale,
all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents
in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 


(d) Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this
Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section 9.03 Expenses;
Limitation of Liability; Indemnity; Etc.


 


(a) Expenses.
The Loan Parties, jointly and severally, shall pay all (i) reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the
syndication and distribution (including, without limitation, via the internet or through an Electronic System or Approved Electronic Platform)
of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications
or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
and (ii) out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the enforcement, collection or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Loan Parties
under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:


 


(A) appraisals
and insurance reviews;


 


(B) field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally
allocated fees for each Person employed by the Administrative Agent with respect to each field examination;


 


(C) background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(D) Taxes,
fees and other charges for (I) lien and title searches and title insurance and (II) recording the mortgages, filing financing statements
and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 






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(E) sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and


 


(F) forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and
expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrower as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b) Limitation
of Liability. To the extent permitted by applicable law (i) neither the Borrower nor any Loan Party shall assert, and the Borrower
and each Loan Party hereby waives, any claim against the Administrative Agent, the Arranger, any Lender, and any Related Party of any
of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from
the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,
electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party
hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof;
provided that, nothing in this Section 9.03(b) shall relieve the Borrower or any Loan Party of any obligation it may have to indemnify
an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(c) Indemnity.
The Loan Parties, jointly and severally, shall indemnify the Administrative Agent, the Arranger, each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan
Documents or any agreement or instrument contemplated thereby, (ii) the performance by the parties hereto of their respective obligations
thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or the use of the proceeds
therefrom, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary
evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective
Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by any Loan Party or their respective equity holders,
Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities
or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily
from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(c) shall not apply with respect to Taxes
other than any Taxes that represent losses or damages arising from any non-Tax claim.


 


(d) Lender
Reimbursement. Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraphs (a), (b) or (c)
of this Section 9.03 to the Administrative Agent, and each Related Party of the Administrative Agent (each, an “Agent-Related
Person”) (to the extent not reimbursed by the Loan Parties and without limiting the obligation of any Loan Party to do so),
ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or,
if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Applicable Percentage immediately prior to such date), and agrees to indemnify and hold each Agent-Related
Person harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such
Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or
related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided,
further, that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are
found by a final and non-appealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s
gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and Payment in
Full of the Secured Obligations.


 






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(e) Payments.
All amounts due under this Section 9.03 shall be payable not later than five (5) days after written demand therefor.


 


Section 9.04 Successors
and Assigns. 


 


(a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


(b) (i) Subject to the
conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time
owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:


 


(A) the
Borrower; provided that, the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and
Commitments unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received
notice thereof, and provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of
a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee that is not a Disqualified Lender;
and


 


(B) the
Administrative Agent.


 


(ii) Assignments
shall be subject to the following additional conditions:


 


(A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no
such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 






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(B) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement;


 


(C) the
parties to each assignment shall execute and deliver to the Administrative Agent (I) an Assignment and Assumption or (II) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which
the Administrative Agent and the parties to the Assignment and Assumption are participants, together with (except in the case of an assignment
to a Lender or an Affiliate of a Lender) a processing and recordation fee of $3,500; and


 


(D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about
the Borrower, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive
such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities
laws.


 


(iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.


 


(iv) The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(v) Upon
its receipt of (A) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (B) to the extent applicable,
an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless
the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee
shall have failed to make any payment required to be made by it pursuant to 2.07(b), 2.18(e) or 9.03(d), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and
until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 






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(c) (i) Any Lender may,
without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities
(a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement
shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;
and (C) the Borrower, the Administrative Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 (subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g)
(it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the
information and documentation required under Section 2.17(g) will be delivered to the Borrower and the Administrative Agent)) to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (I) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under
paragraph (b) of this Section; and (II) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17
with respect to any participation than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.


 


(ii) Each
Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the
Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and
the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement
or any other Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans or its other obligations under this Agreement or any other Loan Document) to any Person except to the
extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity
as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(d) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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Section 9.05 Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents
and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof
or thereof.


 


Section 9.06 Counterparts;
Integration; Effectiveness; Electronic Execution. 


 


(a) This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.


 


(b) Delivery
of an executed counterpart of a signature page of (i) this Agreement, (ii) any other Loan Document and/or (iii) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution”,
“signed”, “signature”, “delivery”, and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require
the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (A) to the extent the Administrative Agent has agreed to accept any
Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review
the appearance or form of any such Electronic Signature and (B) upon the request of the Administrative Agent or any Lender, any Electronic
Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower
and each Loan Party hereby (I) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring,
enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties,
Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same
legal effect, validity and enforceability as any paper original, (II) the Administrative Agent and each of the Lenders may, at its option,
create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic
record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper
document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity
and enforceability as a paper record), (III) waives any argument, defense or right to contest the legal effect, validity or enforceability
of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement,
such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (IV)
waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any
Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means
that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower
and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic
Signature.


 






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Section 9.07 Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction.


 


Section 9.08 Right of
Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing,
by such Lender or any such Affiliate, to or for the credit or the account of any Loan Party against any and all of the Secured Obligations
owing to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this
Agreement or any other Loan Document and although such obligations of the Loan Parties may be contingent or unmatured or are owed to a
branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender or
such Affiliate shall notify the Borrower and the Administrative Agent of such setoff or application; provided that the failure to give
such notice shall not affect the validity of such setoff or application under this Section. The rights of each Lender its Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have.


 






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Section 9.09 Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a) The
Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


(b) Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall
be construed in accordance with and governed by the law of the State of New York.


 


(c) Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any
U.S. federal or New York state court sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Documents, the transactions relating hereto or thereto, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related
Parties may only) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right
that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against any Loan Party or its properties in the courts of any jurisdiction.


 


(d) Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(e) Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


Section 9.10 WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 






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Section 9.11 Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12 Confidentiality.


 


(a) Each
of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental
Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent
required by any Requirement of Law or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially
the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Loan Parties and their obligations, (vii) with the consent of the Borrower, (viii) on a confidential basis
to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (B)
the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to
the credit facilities provided for herein, or (ix) to the extent such Information (A) becomes publicly available other than as a result
of a breach of this Section or (B) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower
relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender
on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement provided by arrangers
to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information
received from the Borrower after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 


(b) EACH
LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS
THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


(c) ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE
BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER
AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.


 






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Section 9.13 Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are
several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock
(as defined in Regulation U of the Federal Reserve Board) for the repayment of the Borrowings provided for herein. Anything contained
in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any Requirement
of Law.


 


Section 9.14 USA PATRIOT
Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan
Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender
to identify such Loan Party in accordance with the USA PATRIOT Act.


 


Section 9.15 Disclosure.
Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its
Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and
their respective Affiliates.


 


Section 9.16 Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting
Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain
possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance
with the Administrative Agent’s instructions.


 


Section 9.17 Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable
in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal
Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


Section 9.18 No Fiduciary
Duty, etc.


 


(a) The
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees
that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection
with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party
is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower
shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and
appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility
or liability to the Borrower with respect thereto.


 






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(b) The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and
other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the
Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit
Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be
exercised by the holder of the rights, in its sole discretion.


 


(c) In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party
will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other
relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit
Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to
use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained
from other companies.


 


Section 9.19 Marketing
Consent. The Borrower hereby authorizes Woodforest and its affiliates, at their respective sole expense,
but without any prior approval by the Borrower, to publish such tombstones and give such other publicity to this Agreement as each may
from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless the Borrower notifies Woodforest
in writing that such authorization is revoked.


 


Section 9.20 Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 






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


 


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


 


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


 


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


 


Section 9.21 Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States): 


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect
to a Supported QFC or any QFC Credit Support.


 


Article
X

Loan Guaranty


 


Section 10.01 Guaranty.
Each Guarantor hereby agrees that it is jointly and severally liable for, and, as a primary obligor and
not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether
at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses
including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including allocated costs of
in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to collect all
or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Guarantor or any other guarantor
of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed
Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee
by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor
for purposes of determining any obligations of any Guarantor. Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding
any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign
branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.


 






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Section 10.02 Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives
any right to require the Administrative Agent or any Lender to sue the Borrower, any Guarantor, any other guarantor of, or any other Person
obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its
payment against any collateral securing all or any part of the Guaranteed Obligations.


 


Section 10.03 No Discharge
or Diminishment of Loan Guaranty.


 


(a) Except
as otherwise provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction,
limitation, impairment or termination for any reason (other than the Payment in Full of the Guaranteed Obligations), including: (i) any
claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by
operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Obligated
Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting
any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence
of any claim, setoff or other rights which any Guarantor may have at any time against any Obligated Party, the Administrative Agent, any
Lender, or any other Person, whether in connection herewith or in any unrelated transactions.


 


(b) The
obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever
by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.


 


(c) Further,
the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative
Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations;
(ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release,
non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower for all or any part of the Guaranteed
Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to
act by the Administrative Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any
default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance,
act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the Payment in Full of the Guaranteed Obligations).


 


Section 10.04 Defenses
Waived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense
based on or arising out of any defense of the Borrower or any Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of the Borrower, any Guarantor or any other Obligated Party, other than
the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well
as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Guarantor
confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative
Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment
of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of
the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated
Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the
liability of such Guarantor under this Loan Guaranty, except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest
extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor
against any Obligated Party or any security.


 






    95


     


    

 


Section 10.05 Rights
of Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Guarantors have fully performed all their obligations to the Administrative Agent and the Lenders.


 


Section 10.06 Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including
a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its
discretion), each Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made and whether or not the Administrative Agent and the Lenders are in possession of this Loan Guaranty.
If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization
of the Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations
shall nonetheless be payable by the Guarantors forthwith on demand by the Administrative Agent.


 


Section 10.07 Information.
Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent or any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.


 


Section 10.08 Termination.
Each of the Lenders may continue to make loans or extend credit to the Borrower based on this Loan Guaranty
until five (5) days after it receives written notice of termination from any Guarantor. Notwithstanding receipt of any such notice, each
Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth
day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions
for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed to constitute a waiver of, or
eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any Lender may have in respect of, any
Default or Event of Default that shall exist under Article VII hereof as a result of any such notice of termination.


 






    96


     


    

 


Section 10.09 Taxes.
Each payment of the Guaranteed Obligations will be made by each Guarantor without withholding for any Taxes,
unless such withholding is required by law. If any Guarantor determines, in its sole discretion exercised in good faith, that it is so
required to withhold Taxes, then such Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant
Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Guarantor
shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable
under this Section), the Administrative Agent or Lender (as the case may be) receives the amount it would have received had no such withholding
been made.


 


Section 10.10 Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each
Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance
under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act, Uniform Voidable Transactions Act or similar statute or common law. In determining the limitations, if any, on the amount of any
Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights
of subrogation, indemnification or contribution which such Guarantor may have under this Loan Guaranty, any other agreement or applicable
law shall be taken into account.


 


Section 10.11 Contribution.


 


(a) To
the extent that any Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking into
account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would
have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such
Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined
immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately
prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment, the Payment
in Full of the Guaranteed Obligations and the termination of this Agreement, such Guarantor shall be entitled to receive contribution
and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor Payment.


 


(b) As
of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable
value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected
to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable
for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date
in a manner to maximize the amount of such contributions.


 


(c) This
Section 10.11 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Loan Guaranty.


 


(d) The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors
to which such contribution and indemnification is owing.


 






    97


     


    

 


(e) The
rights of the indemnifying Guarantors against other Guarantors under this Section 10.11 shall be exercisable upon the Payment in
Full of the Guaranteed Obligations and the termination of this Agreement.


 


Section 10.12 Liability
Cumulative. The liability of each Loan Party as a Guarantor under this Article X is in addition
to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent and the Lenders under this Agreement and
the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides
to the contrary.


 


Section 10.13 Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under
this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section
10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section
10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section
10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that
this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


[Signature Pages Follow]



 






    98


     


    

 





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


 


	 	BORROWER:
	 	 
	 	PHENIXFIN CORPORATION


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	GUARANTORS:
	 	 
	 	PHENIXFIN SMALL BUSINESS FUND GP, LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN SMALL BUSINESS FUND, LP


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN SLF FUNDING I LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN INVESTMENT HOLDINGS LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 



    Loan Parties Signature


     


    

 


	 	PHENIXFIN INVESTMENT HOLDINGS AAR LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN INVESTMENT HOLDINGS AMVESTAR LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN INVESTMENT HOLDINGS OMNIVERE LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PHENIXFIN INVESTMENTS, LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 



    Loan Parties Signature


     


    

 





	 	WOODFOREST NATIONAL BANK, individually, and as Administrative Agent


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


  


	 	 
	 	Insert account where debt service payments to be made


 






    WF Signature Page


     


    

 





	 	VALLEY NATIONAL BANK


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 






    Lender Signature Page


     


    

 





	 	AXIOM BANK


  


	 	By:	 
	 	Name: 	 
	 	Title:	 


 




    Lender Signature Page


     


    

 


COMMITMENT SCHEDULE


 


	Lender	 	Revolving Commitment	 	 	Commitment	 
	 	 	 	 	 	 	 
	Woodforest National Bank	 	$	25,000,000.00	 	 	$	25,000,000.00	 
	Valley National Bank	 	$	15,000,000.00	 	 	$	15,000,000.00	 
	Axiom Bank	 	$	10,000,000.00	 	 	$	10,000,000.00	 
	Total	 	$	50,000,000.00	 	 	$	50,000,000.00	 



 




    Commitment Schedule


     


    

 


SCHEDULE 3.05


Properties,
etc.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    Schedule 3.05


     


    

 


SCHEDULE 3.14


Insurance



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    Schedule 3.14


     


    

 


SCHEDULE 3.15


Capitalization
and Subsidiaries


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





    Schedule 3.15


     


    

 


SCHEDULE 6.01


Existing
Indebtedness


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





    Schedule 6.01


     


    

 


SCHEDULE 6.02


Existing
Liens


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





    Schedule 6.02


     


    

 


SCHEDULE 6.04


Existing
Investments


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





    Schedule 6.04


     


    

 


EXHIBIT A


FORM OF ASSIGNMENT AND ASSUMPTION


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified
below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred
to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1. Assignor:	[●]
	 	 
	2. Assignee:	[●] [and is an Affiliate/Approved Fund of [identify Lender]1
	 	 
	3. Borrower:	PhenixFIN Corporation
	 	 
	4. Administrative Agent:	Woodforest National Bank, as the administrative agent under the Credit Agreement
	 	 
	5. Credit Agreement:	The Credit Agreement dated as of December 15, 2022 among Borrower, the Lenders party thereto, Administrative Agent, and the other parties thereto



 





 






		1	Select as applicable.



 




    Exhibit A-1


     


    

 


6. Assigned
Interest:


 


	Facility Assigned2	 	Aggregate Amount of

 Commitment/Loans for

 all Lenders	 	 	Amount of

 Commitment/Loans

 Assigned	 	 	Percentage Assigned of

 Commitment/Loans3	 
		 	$	              	 	 	$	               	 	 	 	             	%
	 	 	$		 	 	$		 	 	 		%
	 	 	$		 	 	$		 	 	 		%



 


Effective Date: [●] [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their
respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including federal and state securities laws.


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR:
	 	 
	 	[NAME OF ASSIGNOR]


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	 	ASSIGNEE:
	 	 
	 	[NAME OF ASSIGNEE]


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 





 






		2	Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” etc.)



		3	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.



 




    Exhibit A-2


     


    

 


[Consented to and]4 Accepted:


 


WOODFOREST NATIONAL BANK,


as Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Consented to:]5


 


[NAME OF RELEVANT PARTY]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 





 






		4	To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.



		5	To be added only if the consent
of the Borrower and/or other parties is required by the terms of the Credit Agreement.



 




    Exhibit A-3


     


    

 


ANNEX 1 to


ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND
ASSUMPTION


 


1. Representations
and Warranties.


 


1.1 Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of the Borrower, any Subsidiary or Affiliate or any other Person obligated
in respect of any Loan Document, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement
or any other Loan Document or to charge interest at the rate set forth therein from time to time or (v) the performance or observance
by the Borrower, any Subsidiary or Affiliate, or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest
and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of this type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arranger, the Assignor
or any other Lender or any of their respective Related Parties, and (vi) attached to the Assignment and Assumption is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent, the Arranger, the Assignor or any other Lender or any
of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2. Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date.


 


3. General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic
Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption
by any Approved Electronic Platform (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the
State of New York.


 




    Exhibit A-4


     


    

 


EXHIBIT B-1


FORM OF BORROWING REQUEST


 


BORROWING REQUEST


 


Woodforest National Bank


25231 Grogans Mill Road, 6th Floor


The Woodlands, TX 77380501


 


Date:


 


Ladies and Gentlemen:


 


This Borrowing Request is furnished pursuant to
Section 2.03 of that certain Credit Agreement dated as of December 15, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Agreement”) among PhenixFIN Corporation, a Delaware corporation (the “Borrower”),
the lenders party thereto, and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).
Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement.
The Borrowers represent that, as of this date, the conditions precedent set forth in Section 4.02 are satisfied.


 


The Borrowers hereby notify Administrative Agent
of its request for the following Borrowing:


 


		1.	Revolving Borrowing



 


		2.	Aggregate Amount of the Revolving Borrowing6 $[●]



 


		3.	Borrowing Date of the Borrowing (must be a Business Day): [●]



 


		4.	The Borrowing shall be a ___ ABR Borrowing or ___ Term Benchmark
Borrowing.7



 


	 	PhenixFIN Corporation


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 





 






		6	Must comply with Section 2.02(c) of the Agreement.



		7	If no election is made, then the requested Borrowing shall be
an ABR Borrowing.



 




    Exhibit B-1-1


     


    

 


EXHIBIT B-2


FORM OF INTEREST ELECTION REQUEST


 


INTEREST ELECTION REQUEST


 


Woodforest National Bank


25231 Grogans Mill Road, 6th Floor


The Woodlands, TX 77380501


 


Date:


 


Ladies and Gentlemen:


 


This Interest Election Request is furnished pursuant
to Section 2.08(c) of that certain Credit Agreement dated as of December 15, 2022 (as amended, restated, supplemented or otherwise modified
from time to time, the “Agreement”) among PhenixFIN Corporation, a Delaware corporation (the “Borrower”),
the lenders party thereto, and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).
Unless otherwise defined herein, capitalized terms used in this Borrowing Request have the meanings ascribed thereto in the Agreement.


 


The Borrower is hereby requesting to convert or
continue certain Borrowings as follows:


 


		1.	Borrowing
                                            to which this Interest Election Request applies: [●]



 


		2.	Date
                                            of conversion/continuation (must be a Business Day): [●]



 


		2.	Amount
                                            of Borrowings being converted/continued: $[●]



 


		3.	Nature
                                            of conversion/continuation:



 


		☐	a.	 Conversion
                                    of ABR Borrowings to Term Benchmark Borrowings



 


		☐	b.	 Conversion
                                    of Term Benchmark Borrowings to ABR Borrowings



 


		☐	c.	Continuation
                                    of Term Benchmark Borrowings as such



 


5. The
undersigned officer of Borrower certifies that, both before and after giving effect to the request above, no Default or Event of Default
has occurred and is continuing under the Agreement.


 


	 	PhenixFIN Corporation


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 






    Exhibit B-2-1


     


    

 


EXHIBIT C-1


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of December 15, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the lenders party thereto,
and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s)
(as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate prior to the first payment to
be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Date:     [●]


 




    Exhibit C-1-1


     


    

 


EXHIBIT C-2


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of December 15, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the lenders party thereto,
and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii)
it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Date:      [●]


 




    Exhibit C-2-1


     


    

 


EXHIBIT C-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of December 15, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the lenders party thereto,
and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in
respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a
bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by
a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate prior to the first payment to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Date:      [●]


 




    Exhibit C-3-1


     


    

 


EXHIBIT C-4


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of December 15, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the lenders party thereto,
and Woodforest National Bank, as the Administrative Agent for the Lenders (“Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well
as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the
extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY
accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate prior to the first payment to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER]


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Date:      [●]


 




    Exhibit C-4-1


     


    

 


EXHIBIT D


FORM OF COMPLIANCE CERTIFICATE


 


COMPLIANCE CERTIFICATE


 


		To:	The Lenders party to the



Credit Agreement described
below


 


This Compliance Certificate
(this “Certificate”), for the period ended [●], is furnished pursuant to that certain Credit Agreement dated
as of December 15, 2022 (as amended, modified, renewed or extended from time to time, the “Agreement”) among PhenixFIN
Corporation, a Delaware corporation (the “Borrower”), the lenders party thereto, and Woodforest National Bank, as the
Administrative Agent for the Lenders (“Administrative Agent”). Unless otherwise defined herein, capitalized terms used
in this Certificate have the meanings ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES
THAT:


 


1. I
am the [●] of the Borrower and I am authorized to deliver this Certificate on behalf of the Borrower and its Subsidiaries;


 


2. I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the compliance
of the Borrower and its Subsidiaries with the Agreement during the accounting period covered by the attached financial statements (the
“Relevant Period”);


 


3. The
attached financial statements of the Borrower and, as applicable, its Subsidiaries and/or Affiliates for the Relevant Period: (a) have
been prepared on an accounting basis (the “Accounting Method”) consistent with the requirements of the Agreement and,
except as may have been otherwise expressly agreed to in the Agreement, in accordance with GAAP consistently applied, and (b) to the extent
that the attached are not the Borrower’s annual fiscal year end statements, are subject to normal year-end audit adjustments and
the absence of footnotes;


 


4. The
examinations described in paragraph 2 did not disclose and I have no knowledge of, except as set forth below, (a) the existence of any
condition or event which constitutes a Default or an Event of Default under the Agreement or any other Loan Document during or at the
end of the Relevant Period or as of the date of this Certificate or (b) any change in the Accounting Method or in the application thereof
that has occurred since the date of the annual financial statements delivered to the Administrative Agent in connection with the closing
of the Agreement or subsequently delivered as required in the Agreement;


 


5. I
hereby certify that, except as set forth below, no Loan Party has changed (a) its name, (b) its chief executive office, (c) its principal
place of business, (d) the type of entity it is or (e) its state of incorporation or organization without having given the Administrative
Agent the notice required by Section 4.15 of the Security Agreement;


 


6. The
representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects as of
the date hereof, except (a) to the extent that any such representation or warranty specifically refers to an earlier date, in which case
it is true and correct in all material respects only as of such earlier date, and (b) that any representation or warranty which is subject
to any materiality qualifier is true and correct in all respects;


 


7. Schedule
I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of
the Agreement, all of which data and computations are true, complete and correct; and


 


Described below are the exceptions,
if any, referred to in paragraph 4 hereof by listing, in detail, the (i) nature of the condition or event, the period during which it
has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event or
(ii) change in the Accounting Method or the application thereof and the effect of such change on the attached financial statements:


 


[Insert Description]


 


The foregoing certifications,
together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this [●] day of [●], 20[●].


 


	 	PhenixFIN Corporation


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 




    Exhibit D-1


     


    

 


Schedule I to Compliance Certificate


 


Compliance as of [●] with Provisions of Section
6.12 of the Agreement


 


[Schedule I must include detailed calculation tables
for all components of the financial covenant calculations.


Sample calculation tables are set forth below.]


 


6.12 Financial
Covenants.


 


(a) Asset
Coverage Ratio


 


[Insert Calculation]


 


As of the Compliance Test Date
shown above, the Asset Coverage Ratio is [Insert Calculated Covenant].


 


Compliance as of the Compliance
Test Date shown above: [__] Yes [__] No


 


(b) Interest
Coverage Ratio


 


[Insert Calculation]


 


As of the Compliance Test Date
shown above, the Interest Coverage Ratio is [Insert Calculated Covenant].


 


Compliance as of the Compliance
Test Date shown above: [__] Yes [__] No


 


(c) Tangible
Net Worth


 


[Insert Calculation]


 


As of the Compliance Test Date
shown above, the Tangible Net Worth is [Insert Calculated Covenant].


 


Compliance as of the Compliance
Test Date shown above: [__] Yes [__] No


 




    Exhibit D-2


     


    

 


EXHIBIT E


FORM OF JOINDER AGREEMENT


 


JOINDER AGREEMENT


 


This JOINDER AGREEMENT (this
“Agreement”), dated as of [●], is entered into between [●], a [●] (the “New Subsidiary”),
and WOODFOREST NATIONAL BANK, in its capacity as administrative agent (the “Administrative Agent”) under that certain
Credit Agreement dated as of December 15, 2022 (as the same may be amended, modified, extended or restated from time to time, the “Credit
Agreement”) among PhenixFIN Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto
and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.


 


The New Subsidiary and the
Administrative Agent, for the benefit of the Secured Parties, hereby agree as follows:


 


1. The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to
be a Loan Party under the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and shall have
all of the obligations of a Loan Party and a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement,
including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit
Agreement, *[and]* (b) all of the covenants set forth in Articles V and VI of the Credit Agreement *[and (c) all of the guaranty obligations
set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary,
subject to the limitations set forth in Section 10.10 and 10.13 of the Credit Agreement, hereby guarantees, jointly and severally with
the other Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment
and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration
or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed
in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly
and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that
in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such
extension or renewal.]*


 


2. If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents
(and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.


 


3. The
address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:


 


[Insert Address]


 


4. The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution
of this Agreement by the New Subsidiary.


 


5. This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of
which together shall constitute one and the same instrument.


 


6. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 






    Exhibit E-1


     


    

 


IN WITNESS WHEREOF, the New
Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the
Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


 


	 	[NEW SUBSIDIARY]


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	 	Acknowledged and accepted:
	 	 
	 	WOODFOREST NATIONAL BANK,
	 	as Administrative Agent


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 




    Exhibit E-2


     


    

 


EXHIBIT F


FORM OF BORROWING BASE CERTIFICATE


 


 


 


[see attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit F-1