Exhibit 10.1


 


EXECUTION VERSION


 


USD $30,000,000


 


UNSECURED TERM LOAN FACILITY AGREEMENT


 


Dated as of April 14, 2021


 


By and between


 


CION
Investment Corporation, 


as Borrower


 


and


 


More
PROVIDENT FUNDS Ltd.,


as Lender


 


 


 




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This
UNSECURED TERM LOAN FACILITY AGREEMENT (this “Agreement”)
is dated as of April 14, 2021, by and between:


 


		(1)	Cion INvestment corporation, a company incorporated
under the laws of the State of Maryland, registration number D14242259, as borrower (the “Borrower”); and



 


		(2)	more PROVIDENT FUNDS ltD., a company incorporated
under the laws of the State of Israel, registration number 514956465, as lender (together with its successors and assignees that enter
into an Assignment Agreement, the “Lender”);



  


It is agreed as follows:


 


		1.	Definitions and Interpretation



 


		1.1	Definitions



 


In this Agreement:


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Borrower, shall include any
Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Borrower
or any Subsidiary or any Person of which the Borrower and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Borrower. Notwithstanding anything herein to the contrary, the term “Affiliate” shall
not include any Person that constitutes a Portfolio Investment.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including
the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.


 


“Anti-Money
Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking,
terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act
of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act and the Prohibition of Money Laundering Law, 2000 (including
all regulations and decrees promulgated thereunder).


 


“Applicable
Rate” means, for any day, the applicable rate per annum based upon the Rating as set forth in the table below:


 


	
    Level
	
    Rating
	
    Applicable
    Rate

	1	> A1	0.00%
	2	  A2	0.50%
	3	  A3	1.00%
	4	< A3	1.50%


 






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Initially, the Applicable
Rate set forth in Level 1 shall apply. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the
Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Lender
of notice thereof pursuant to Section 14.7 and ending on the date immediately preceding the effective date of the next such change
and, in the case of a downgrade, during the period commencing on (and including) the date of the public announcement thereof and ending
on (and including) the date immediately preceding the effective date of the next such change. If the Borrower does not have any Rating,
the Applicable Rate set forth in Level 4 shall apply.


 


“Authorization”
means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.


 


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


 


“Blocked
Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by
OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S.
Economic Sanctions Laws, (c) a Sanctioned Person, (d) a Canada Blocked Person or (e) a Person that is an agent, department or instrumentality
of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization,
country or regime described in clause (a), (b) or (c) above.


 


“Bond Rate”
means the weighted average (calculated according to the following formula) of the gross yield to maturity (before Tax) stated as a percentage
and rounded up to the nearest two places after the decimal point of two Reference Bonds (as defined below), to be calculated by the Lender.


 


“Reference Bonds”
shall be: as two (2) fixed rate US Treasury government bonds, the duration of which is closest to that of the Remaining Duration (having
one with a longer average life and one with a shorter average life: a & b as defined below).


 


For the purposes hereof,
the weighted average gross yield to maturity for each series of bonds, shall be calculated in accordance with the following formula:


 


YTMa + (YTMb - YTMa)
* (Dd – Da)/ (Db – Da)


 


Where:


 


a – a bond with
a duration which is equal or shorter (provided that if shorter, then the Remaining Duration with the closest duration which is shorter)
to that of the Remaining Duration;


 


Da – duration
of a;


 


YTMa - the average
gross yield to maturity of "a";


 


b – a bond with
a duration which is equal or longer (provided that if longer, then the bond with the closest duration which is longer) to that of the
Remaining Duration;


 


Db – duration
of b;


 


YTMb - the average
gross yield to maturity of "b" which meet the Minimal Trading Volume; and


 






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Dd – duration
of the Remaining Duration.


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or
authorized to be closed.


 


“Canada Blocked
Person” means (i) a “terrorist group” as defined for the purposes of Part II.1 of the Criminal Code (Canada), or
(ii) a Person identified in or pursuant to (w) Part II.1 of the Criminal Code (Canada), or (x) the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act, or (y) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), or (z) regulations
or orders promulgated pursuant to the Special Economic Measures Act (Canada), the United Nations Act (Canada), or the Freezing Assets
of Corrupt Foreign Officials Act (Canada), in any case pursuant to this clause (ii) as a Person in respect of whose property or benefit
a holder of the Loan would be prohibited from entering into or facilitating a related financial transaction.


 


“Canadian
Economic Sanctions Laws” means those laws, including enabling legislation, orders-in-council or other regulations administered
and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity,
organization, country or regime, including Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law),
the United Nations Act (Canada), the Export and Import Permits Act (Canada), and the Freezing Assets of Corrupt Foreign Officials Act
(Canada), and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action.


 


“Capital
Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of
an asset and the incurrence of a liability in accordance with GAAP.


 


“Cash”
means cash of the Borrower to which it has unrestricted access, and which is not encumbered by a Lien.


 


“Closing
Date” means April 20, 2021.


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling”
shall have meanings correlative to the foregoing.


 


“Controlled
Entity” means (a) any of the Subsidiaries of the Borrower and any of their or the Borrower’s respective Controlled Affiliates
and (b) if the Borrower has a parent company, such parent company and its Controlled Affiliates.


 


“Debt to
Equity Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of the Indebtedness for borrowed
money of the Borrower and its consolidated Subsidiaries (including under this Agreement) as of such date, in each case as determined pursuant
to the Investment Company Act, without, for the avoidance of doubt, giving effect to any orders of the SEC issued to or with respect to
the Borrower providing any Exemptive Relief with respect to the indebtedness of any SBIC Subsidiary to (b) Shareholders’ Equity
at the last day of the immediately preceding fiscal quarter of the Borrower.


 






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“Debtor Relief
Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, any state thereof
or any other applicable jurisdictions from time to time in effect.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become
an Event of Default.


 


“Eligible
Assignee” means, with respect to the Lender, (a) any Affiliate of the Lender or (b) any Related Fund.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection
of the environment or the release of any materials into the environment, including those related to Hazardous Materials.


 


“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, including any preferred capital stock, partnership interests, membership interests in
a limited liability company, beneficial interests, and any warrants, options or other rights entitling the holder thereof to purchase
or acquire any such equity interest. As used in this Agreement, “Equity Interests” shall not include convertible debt unless
and until such debt has been converted to capital stock.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Borrower under section
414 of the Code.


 


“Event of
Default” shall have the meaning ascribed thereto in Section 17.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from
a payment to the Lender: (a) Taxes imposed on or measured by net income or gross receipts (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of the Lender being organized under the laws of, or having its principal office
or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect
to an applicable interest in the Loan pursuant to a law in effect on the date on which (i) the Lender acquires such interest in the Loan
or (ii) the Lender changes its lending office, except in each case to the extent that, pursuant to Section 9, amounts with respect to
such Taxes were payable either to the Lender’s assignor immediately before the Lender acquired the applicable interest in the Loan
or to the Lender immediately before it changed its lending office and (c) Taxes attributable to the Lender’s failure to comply with
Section 9(e) and (d) any withholding Taxes imposed under FATCA.


 


“Exemptive
Relief” means any orders of the SEC issued to or with respect to the Borrower providing any exemptive relief with respect to
the indebtedness of the Borrower or any SBIC Subsidiary.


 






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“Facility”
means the term loan facility made available under this Agreement as described in Section 2.


 


“Facility
Amount” shall have the meaning ascribed thereto in Section 2.


 


“FATCA”
means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations
thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United
States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a),
and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.


 


“Financing
Subsidiary” means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.


 


“First Lien
Loan” means a debt obligation that is entitled to the benefit of a first lien and first priority perfected security interest
on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.


 


“Foreign
Lender” means any Lender that is not a U.S. Person.


 


“Foreign
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of
America by the Borrower or any Subsidiary primarily for the benefit of employees of the Borrower or one or more Subsidiaries residing
outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or
the Code.


 


“Foreign
Subsidiary” means any Subsidiary of the Borrower that is not incorporated or organized under the laws of the U.S., any state
thereof or the District of Columbia.


 


“Fund”
means any Person that is engaged in making, purchasing, holding or otherwise investing in commercial Loans and similar extensions of credit
in the ordinary course of business.


 


“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States of America and (b) for purposes
of Section 16.6, with respect to any Subsidiary, generally accepted accounting principles (including International Financial Reporting
Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.


 


“Governmental Authority”
means (a) the government of: (i) the United States of America, Israel or any state, province or other political subdivision thereof, or
(ii) any other jurisdiction in which the Borrower or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Borrower or any Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.


 


“Guaranty” means,
with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit
or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:
(a) to purchase such indebtedness or obligation or any property constituting security therefor; (b) to advance or supply funds (i)
for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition
or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such
indebtedness or obligation; (c) to lease properties or to purchase properties or services primarily for the purpose of assuring the
owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or
(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof; provided that the term “Guaranty”
shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification agreements
entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has determined
that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty of a payment
obligation of a primary obligor. In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness
or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.


 






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“Hazardous
Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and
safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited
or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


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


 


“Indebtedness”
with respect to any Person means, at any time, without duplication, (a) its liabilities for borrowed money and its redemption obligations
in respect of mandatorily redeemable Preferred Stock; (b) its liabilities for the deferred purchase price of property acquired by
such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under
any conditional sale or other title retention agreement with respect to any such property); (c) (i) all liabilities appearing on
its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet
in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases; (d) all
liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or
otherwise become liable for such liabilities); (e) all its liabilities in respect of letters of credit or instruments serving a similar
function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed
money); (f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and (g) any Guaranty of such Person with
respect to liabilities of a type described in any of clauses (a) through (f) hereof; provided, that the amount of Indebtedness of any
Person for purposes of clause (d) shall be equal to the lesser of (A) the aggregate amount such Indebtedness and (B) the fair market value
of the property encumbered thereto as determined by such Person in good faith. Indebtedness of any Person shall include all obligations
of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be extinguished under GAAP.


 






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“Interest
Payment Date” means (a) the last day of each calendar quarter and (b) the Maturity Date; provided, however, that if an Interest
Payment Date is not a Business Day, then the Interest Payment Date shall be the immediately next succeeding Business Day.


 


“Investment”
means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person (including convertible
securities) or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including
any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such
sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from
another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Swap
Contracts.


 


“Investment
Company Act” means the US Investment Company Act of 1940.


 


“Investment
Policies” means, with respect to the Borrower, the investment objectives, policies, restrictions and limitations set forth in
the section of the Borrower’s compliance manual titled “Investment Policies and Restrictions” as the same may be changed,
altered, expanded, amended, modified, terminated or restated annually by the Borrower’s board of directors, which Investment Policies
are described in the Borrower’s periodic reports filed publicly with the SEC.


 


“Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement
or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).


 


“Loan”
has the meaning set forth in Section 2.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) each Note, and (c) each other written agreement, instrument, document and certificate now
or hereafter executed by or on behalf of the Borrower and delivered to the Lender in connection with this Agreement or the transactions
contemplated hereby.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Borrower
and its Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties
of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations under this Agreement,
or (c) the validity or enforceability of this Agreement or any other Loan Document.


 


“Maturity
Date” means September 30, 2024.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners.


 






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“Net Asset
Value” means the net asset value of the Borrower as reported in the Borrower’s annual report on Form 10-K for the year
ended December 31, 2020, filed with the SEC on March 16, 2021.


 


“Note”
means any promissory note issued pursuant to this Agreement.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions
Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Other Connection
Taxes” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between the Lender and
the jurisdiction imposing such Taxes (other than a connection arising solely from the Lender 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 the 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.


 


“Party”
means a party to this Agreement.


 


“Permitted
SBIC Guarantee” means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form,
provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or
condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in Section 17.4,
it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity
or Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within
the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have
been made or required to be made, by the Borrower or any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate
may have any liability.


 


“Portfolio
Investment” means (i) any investment held by the Borrower or one of its Subsidiaries in their asset portfolio and (ii) any investment
held by the Borrower or one of its Subsidiaries that is listed on the Borrower’s consolidated Schedule of Investments included in
any filing with the SEC (or, for investments made during a given quarter and before a consolidated Schedule of Investments is filed with
respect to the end of such quarter, will be listed on the Borrower’s consolidated Schedule of Investments to be filed with the SEC
with respect to the end of such quarter during which the Investment is made), including, without limitation, any such Schedule of Investments
filed (or to be filed) with any of the Borrower’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, registration statements or prospectuses.


 






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“Preferred
Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity
interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.


 


“Prepayment
Fee Event” means any repayment or prepayment in whole or in part or acceleration of the Loan for any reason and at any time,
including, without limitation, whether such repayment or prepayment or acceleration is (i) voluntary or mandatory, (ii) made when a Default
or Event of Default is then outstanding, (iii) made in connection with the sale during any Event of Default or foreclosure upon any collateral
securing the Loan, (iv) the result of or subsequent to the acceleration of the Loan for any reason at any time, including, without limitation,
as a result of the occurrence of any Event of Default, (v) made pursuant to, or as the consequence of, any regulatory or judicial enforcement
or other actions from any Governmental Authority or (vi) made pursuant to, or as the consequence of, any proceeding under any Debtor Relief
Laws, whether or not a claim for the Prepayment Fee is allowed in such proceeding.


 


“Prepayment
Fee” shall have meaning ascribed thereto in Section 7.2.


 


“Public Listing”
means the listing and trading on a national or regional exchange or on the NASDAQ National Market System of Equity Interests of the Borrower.


 


“Rating”
means the rating of the Borrower’s long term unsecured indebtedness issued by Midroog Ltd. or S&P Global Ratings Maalot Ltd.,
and in case of different ratings issued by different agencies, the lower rating shall apply.


 


“Related
Parties” means as to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents,
attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Relieved
Debt to Equity Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of senior securities representing
Indebtedness for borrowed money of the Borrower and its consolidated Subsidiaries (including under this Agreement) as of such date, in
each case as determined pursuant to the Investment Company Act, and any orders of the SEC issued to or with respect to Borrower thereunder,
including any Exemptive Relief granted by the SEC to (b) Shareholders’ Equity at the last day of the immediately preceding fiscal
quarter of the Borrower.


 


“Related
Fund” means, with respect the Lender, any Fund or managed account that is administered, advised or managed by (a) the Lender,
(b) an Affiliate of the Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages the Lender.


 


“Remaining
Duration” mean the remaining duration of the Loan prior to the Maturity Date as of the prepayment date or the date of acceleration
(that would have been applicable but for such prepayment or acceleration).


 


“Responsible
Officer” means any Senior Financial Officer and any other officer of the Borrower with responsibility for the administration
of the relevant portion of this Agreement.


 


“RIC”
means a Person qualifying for treatment as a “regulated investment company” under the Code.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any country or territory-wide
Sanctions.


 






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“Sanctioned
Person” means, at any time, any Person: (a) listed on any Sanctions-related list of designated Persons maintained by a Sanctions
Authority; or (b) operating, organised, or resident in or under the laws of a Sanctioned Country; (c) owned or controlled by any such
Person or Persons described in the foregoing paragraphs (a) or (b); or (d) otherwise the target of any Sanctions.


 


“Sanctions”
means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced
by a Sanctions Authority.


 


“Sanctions
Authority” means any of (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the
Treasury or the U.S. Department of State, (b) Israel, (c) the United Nations Security Council, (d) the European Union, or (e) Her Majesty’s
Treasury of the United Kingdom.


 


“SBA”
means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.


 


“SBIC Subsidiary”
means any subsidiary of the Borrower (or such subsidiary’s general partner or manager entity) that is (x) a “small business
investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by
appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended from
time to time and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as: (a) other than pursuant
to a Permitted SBIC Guarantee or the requirement by the SBA that the Borrower make an equity or capital contribution to the SBIC Subsidiary
in connection with its incurrence of Indebtedness under the SBA, no portion of the Indebtedness or any other obligations (contingent or
otherwise) of such Person (i) is Guaranteed by the Borrower or any of its subsidiaries (other than any SBIC Subsidiary), (ii) is recourse
to or obligates the Borrower or any of its subsidiaries (other than any SBIC Subsidiary) in any way, or (iii) subjects any property of
the Borrower or any of its subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof; (b) neither the Borrower nor
any of its subsidiaries (other than any SBIC Subsidiary) has any obligation to such Person to maintain or preserve its financial condition
or cause it to achieve certain levels of operating results; and (c) such Person has not Guaranteed or become a co-borrower under,
and has not granted a security interest in any of its properties to secure, and the Equity Interests it has issued are not pledged to
secure, in each case, any indebtedness, liabilities or obligations of the Borrower. Any designation by the Borrower under clause (y) above
shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the Lender, which certificate shall include a statement
to the effect that, to the best of such Senior Financial Officer’s knowledge, such designation complied with the foregoing conditions.


 


“SEC”
means the Securities and Exchange Commission of the United States of America.


 


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


 


“Shareholders’
Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of
shareholders’ equity or net assets, as applicable, for the Borrower and its consolidated Subsidiaries at such date.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons
that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under
U.S. Economic Sanctions Laws.


 






    	 	11	 



     


    

 


“Structured Subsidiary”
means:


 


(a) a direct or indirect
subsidiary of the Borrower to which the Borrower sells, conveys or otherwise transfers (whether directly or indirectly) portfolio investments
or which makes or purchases portfolio investments, which is formed in connection with such Subsidiary obtaining and maintaining third-party
financing from unaffiliated third parties, and which engages in no material activities other than in connection with the purchase and
financing of such assets, and which is designated by the Borrower (as provided below) as a Structured Subsidiary; and, so long as:


 


		(i)	no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (x)
is guaranteed by the Borrower (other than guarantees in respect of Standard Securitization Undertakings), (y) is recourse to or obligates
the Borrower in any way other than pursuant to Standard Securitization Undertakings or (z) subjects any property of the Borrower, directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or
any guarantee thereof; and



 


		(ii)	the Borrower does not have any obligation to maintain or preserve such entity’s financial condition
or cause such entity to achieve certain levels of operating results; and



 


		(b)	any passive holding company that is designated by the Borrower (as provided below) as a Structured Subsidiary,
so long as:



 


		(i)	such passive holding company is the direct parent of a Structured Subsidiary referred to in clause (a);



 


		(ii)	such passive holding company engages in no activities and has no assets (other than in connection with
the transfer of assets to and from a Structured Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests
of a Structured Subsidiary referred to in clause (a)) or liabilities;



 


		(iii)	all of the Equity Interests of such passive holding company are owned directly by the Borrower;



 


		(iv)	the Borrower does not have any contract, agreement, arrangement or understanding with such passive holding
company; and



 


		(v)	the Borrower does not have any obligation to maintain or preserve such passive holding company’s
financial condition or cause such entity to achieve certain levels of operating results.



 


As of the Closing Date,
34th Street Funding, LLC, Murray Hill Funding, LLC and Murray Hill Funding II, LLC, Flatiron Funding II, LLC, 33rd Street
Funding, LLC and Borough Park Funding, LLC shall be designated as Structured Subsidiaries. Any such designation, after the Closing Date,
by the Borrower shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the Lender, which certificate shall
include a statement to the effect that, to the best of such Senior Financial Officer’s knowledge, such designation complied with
the applicable foregoing conditions. Each Subsidiary of a Structured Subsidiary shall be deemed to be a Structured Subsidiary and shall
comply with the foregoing requirements of this definition.


 






    	 	12	 



     


    

 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or
more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies,
to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture
if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such
first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business
actions without the prior approval of such Person or one or more of its Subsidiaries). Anything herein to the contrary notwithstanding,
the term “Subsidiary” shall not include any Person that constitutes an Investment held by the Borrower, any Financing Subsidiary
or any Tax Blocker Subsidiary in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements
of the Borrower and its Subsidiaries. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a
reference to a Subsidiary of the Borrower.


 


“SVO”
means the Securities Valuation Office of the NAIC.


 


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price
or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot
contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and (b)
any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange
Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.


 


“Synthetic
Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a)
that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property
so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.


 


“Tax Blocker
Subsidiaries” means (a) any wholly-owned Subsidiary of the Borrower from time to time designated in writing by the Borrower
to the Lender as a “Tax Blocker Subsidiary”; provided that at no time shall any Tax Blocker Subsidiary hold any assets
other than Equity Interests.


 


“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.


 






    	 	13	 



     


    

 


“Unencumbered
Asset Coverage Ratio” means the ratio of (a) Unencumbered Assets to (b) Unsecured Liability. For clarity, the calculation of
the Unencumbered Asset Coverage Ratio (and any defined term used in this definition) with respect to the Borrower shall be made in accordance
with any exemptive order issued by, or Exemptive Relief granted by, the SEC. For the avoidance of doubt, for purposes of this definition
and any defined term used in this definition, (x) in no event shall liabilities or indebtedness include any unfunded commitment and (b)
the outstanding utilized notional amount of any total return swap, in each case less the value of the margin posted by the Borrower or
any of its consolidated Subsidiaries thereunder at such time shall be treated as a senior security of the Borrower for the purposes of
calculating the Unencumbered Asset Coverage Ratio.


 


“Unencumbered
Assets” means (a) the value of total assets of the Borrower that are not encumbered by a Lien, including, without duplication,
the value of any Equity Interests owned by the Borrower, directly or indirectly, in a consolidated Subsidiary, less (b) all unsecured
liabilities and unsecured indebtedness not represented by senior securities of the Borrower.


 


“Unpaid Sum”
means any sum due and payable but unpaid by the Borrower under this Agreement.


 


“Unsecured
Liability” means the aggregate amount of senior securities representing unsecured indebtedness of the Borrower (all as determined
pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower thereunder) and the portion of any secured indebtedness
of the Borrower for which the value of the collateral securing such indebtedness is not sufficient to pay the principal amount of such
indebtedness. For the avoidance of doubt, indebtedness of subsidiaries of the Borrower shall not constitute an Unsecured Liability.


 


“USD”,
 “Dollar” and “$” means the currency of the United States.


 


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


 


“U.S. Economic
Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United
States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading
with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, and any other OFAC Sanctions Program.


 


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


 


		1.2	Construction



 


		(a)	The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.



 


		(b)	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 “will” shall be construed to have the same meaning and effect as the word
 “shall”.



 


		(c)	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.



 






    	 	14	 



     


    

 


		(d)	Unless the context requires otherwise (i) 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), (ii) 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), (iii) 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, (iv) 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, (v) 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, and (vi) 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.



 


		2.	The Facility



 


Subject to the terms of this Agreement,
the Lender makes available to the Borrower an unsecured term loan facility (the “Facility”) in an aggregate principal
amount of $30,000,000 (the “Facility Amount”) and the Lender agrees to make a loan to the Borrower under the Facility
in the amount of the Facility Amount (the “Loan”).


 


		3.	Purpose



 


The Borrower shall
apply the proceeds of the Loan borrowed by it hereunder for its general corporate purposes and working capital requirements.


 


		4.	Conditions Precedent



 


The Facility will become available
to the Borrower subject to the fulfilment to the Lender’s satisfaction or waiver, prior to or at the Closing Date, of the following
conditions:


 


		(a)	The Borrower shall have delivered to the Lender the following documents:



 


		(i)	a duly executed certificate of the Secretary of the Borrower, in form and substance reasonably satisfactory
to the Lender;



 


		(ii)	a duly executed closing certificate of a Responsible Officer, in form and substance reasonably satisfactory
to the Lender;



 


		(iii)	evidence of compliance of Debt to Equity Ratio after giving effect to the Loan, in form and substance
reasonably satisfactory to the Lender;



 


		(iv)	evidence that the Rating is at least A1 to the reasonable satisfaction to the Lender;



 


		(v)	legal opinions of New York and Maryland counsel to the Borrower, in form and substance reasonably satisfactory
to the Lender; and



 






    	 	15	 



     


    

 


		(vi)	a notice of borrowing, in form and substance reasonably satisfactory to the parties hereto (the “Borrowing
Request”).



 


		(b)	The representations and warranties of the Borrower in Section 13 shall be correct in all material respects
when made and at the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date,
they shall be true and correct in all material respects as of such earlier date: provided, further, that any representation and warranty
that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after
giving effect to any qualification therein) in all respects on such respective dates.



 


		(c)	The Rating is at least A1.



 


		(d)	The Borrower shall have paid on or before the Closing Date the reasonable and documented fees of the Lender’s
counsel (as agreed in advance between the parties) to the extent reflected in a statement of such counsel rendered to the Borrower by
no later than one (1) Business Day prior to the Closing Date.



 


		(e)	Before and after giving effect to the Loan, no Default or Event of Default is continuing or would result
from the drawdown of the Loan.



 


		5.	Drawdown 



 


The Borrower shall
only be permitted to draw down the Facility Amount by means of one (but not more than one) Loan drawing on the Closing Date. On the Closing
Date, subject to the satisfaction of the conditions set forth in Section 4 above, the proceeds of the Loan will be transferred to the
Borrower’s bank account, as detailed in the Borrowing Request.


 


		6.	Repayment; Maintenance of Records.



 


		(a)	The Borrower hereby unconditionally promises to pay the Lender the then unpaid principal amount of the
Loan on the Maturity Date, together with any other Unpaid Sum.



 


		(b)	The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to the Lender resulting from the Loan made by the Lender, including the amounts of principal and interest
payable and paid to the Lender from time to time hereunder. The entries made in the accounts maintained pursuant to the immediately preceding
sentence shall be prima facie evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided
that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loan in accordance with the terms of this Agreement.



 


		(c)	The Lender may request that the Loan made by it be evidenced by a Note. In such event, the Borrower shall
prepare, execute and deliver to the Lender a Note payable to the Lender (or, if requested by the Lender, to the Lender and its registered
assigns) and in a form approved by the Borrower and the Lender and containing terms consistent with this Agreement. Thereafter, the Loan
evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 18) be represented by one
or more Notes in such form.



 






    	 	16	 



     


    

 


		7.	Prepayment 



 


		7.1	[Reserved].



 


		7.2	Voluntary prepayment of Loans



 


		(a)	The Borrower may, if it gives the Lender not less than ten (10) Business Days’ prior written notice,
prepay all or any portion of the Loan. Any notice of prepayment given to the Lender under this Section 7 shall be irrevocable and shall
specify the prepayment date and the principal amount of the Loan or portion thereof to be prepaid; provided, that a notice of prepayment
to this Section 7.2(a) may state that such notice is conditioned upon the effectiveness of any other credit facility(ies) or the closing
of any securities offering (provided the proceeds of such credit facilit(ies) or offering are to be applied to such prepayment), in which
such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is
not satisfied.



 


		(b)	The Loan (or any portion thereof) may only be so prepaid if the prepayment is made together with a prepayment
fee (the “Prepayment Fee”) payable by the Borrower to the Lender, which shall be equal to the higher of (i) zero or
(ii) the present value of all future Interest payments that would have been paid (but will not be paid due to such prepayment) following
the prepayment date and until (and including) the Maturity Date (it will be assumed, for that purpose, that the Contract Interest Rate
applicable on the prepayment date would have not been changed through the Maturity Date) discounted by a discount rate equal to the sum
of: (x) the Bond Rate plus (y) two percent (2.0%).



 


		(c)	Any prepayment of the Loan or any portion thereof shall be made together with (i) accrued and unpaid interest
on the principal amount prepaid, (ii) any other Unpaid Sum and (iii) any Prepayment Fee.



 


		(d)	Except as set forth in the immediately following sentence, upon the occurrence of a Prepayment Fee Event,
the Borrower shall pay to the Lender an amount equal to the Prepayment Fee. The parties hereto acknowledge and agree that the Prepayment
Fee referred to in the immediately preceding sentence (i) is additional consideration for providing the Loan, (ii) constitutes reasonable
liquidated damages to compensate the Lender for (and is a proportionate quantification of) the actual loss of the anticipated stream of
interest payments upon an early prepayment of the Loan (such damages being otherwise impossible to ascertain or even estimate for various
reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loan might otherwise be
repaid and (y) future changes in interest rates which are not readily ascertainable on the date hereof), and (iii) is not a penalty to
punish the Borrower for its early prepayment of the Loan or for the occurrence of any Event of Default or any other Prepayment Fee Event,
as the case may be. The Borrower expressly acknowledges that its agreement to pay the Prepayment Fee to the Lender as herein described
is a material inducement to the Lender to enter into this Agreement.



 






    	 	17	 



     


    

 


		8.	Interest



 


		8.1	Rate of interest



 


Subject to Section
8.3 below, the Loan shall bear interest at a rate per annum equal to 5.20% plus the Applicable Rate (the “Contract Interest Rate”).


 


		8.2	Payment of interest



 


Accrued and unpaid
interest on the Loan shall be payable by the Borrower in arrears on each Interest Payment Date; provided that (i) interest accrued
pursuant to Section 8.3 shall be payable on demand and (ii) in the event of any repayment or prepayment of the Loan or any portion thereof,
accrued and unpaid interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest
shall accrue on the Loan commencing with the day on which the Loan is made until the Loan is repaid in full and shall not accrue on the
Loan, or any portion thereof (as applicable), for the day on which the Loan or such portion (as applicable) is repaid or prepaid. The
Borrower hereby unconditionally promises to, and shall, pay to the Lender such accrued and unpaid interest.


 


		8.3	Default interest



 


If the Borrower fails
to pay any amount payable by it hereunder on its due date, interest shall accrue on the overdue amount from the due date up to the date
of actual payment (both before and after judgment), at a rate per annum equal to 2.00% plus the Contract Interest Rate.


 


		8.4	Computation



 


All interest hereunder shall be computed
on the basis of a year of 360-days, and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day).


 


		9.	Withholding of Taxes; Gross-up



 


		(a)	Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower
to the Lender 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 Borrower to the Lender 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 9), the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.



 


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



 


		(c)	Evidence of Payment. As soon as practicable after any payment of Taxes by the Borrower to a Governmental
Authority pursuant to this Section 9, the Borrower shall deliver to the Lender 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 Lender.



 






    	 	18	 



     


    

 


		(d)	Indemnification by the Borrower. The Borrower shall indemnify the Lender, within twenty (20) days
after written 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 9) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the
Borrower by the Lender shall be conclusive absent manifest error.



 


		(e)	Status of Lenders.



 


(i)       If
the Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, the
Lender shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed
documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, the Lender, if reasonably requested by the Borrower, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the 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 paragraphs (e)(ii)(A), (ii)(B) and (ii)(D) of
this Section 9) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject
the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the 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 on or about 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), executed copies 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 (in such number of copies as shall
be requested by the recipient) on or about 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), whichever of the following is applicable:


 


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


 






    	 	19	 



     


    

 


(2)               
executed copies of IRS Form W-8ECI;


 


(3)               
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate substantially in the form of Exhibit A-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 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C)
of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS
Form W-8BEN-E; or


 


(4)               
to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-2 or
Exhibit A-3, IRS Form W-9, 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 A-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 (in such number of copies as shall
be requested by the recipient) on or about 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), 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 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 at the time or times prescribed by law and at such time
or times reasonably requested by the Borrower 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 as may be necessary for the Borrower to comply with
its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 






    	 	20	 



     


    

 


Each Lender agrees that if any form or certification
it previously delivered pursuant to Section 9(e) expires or becomes obsolete or inaccurate in any respect, it shall update such form or
certification or promptly notify the Borrower in writing of its legal inability to do so.


 


		(f)	Treatment of Certain Refunds. If the Lender 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 9 (including by the payment
of additional amounts pursuant to this Section 9), it shall pay to the Borrower an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 9 with respect to the Taxes giving rise to such refund), net of all reasonable and documented
out-of-pocket expenses (including Taxes) of the Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). The Borrower, upon the request of the Lender, shall repay to the Lender the amount paid over to
the Borrower pursuant to this Section 9(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event the Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 9(f), in no event will the Lender be required to pay any amount to any indemnifying party pursuant to this Section 9(f), the payment
of which would place the Lender in a less favorable net after-Tax position than the Lender 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 Section 9(f) shall not be construed to require the Lender to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.



 


		(g)	Survival. Each party’s obligations under this Section 9 shall survive any assignment of rights
by, or the replacement of, the Lender, and the repayment, satisfaction or discharge of all obligations of the Borrower under this Agreement
and any other Loan Document.



 


		(h)	Defined Terms. For purposes of this Section 9, the term “applicable law” includes FATCA.



 


		10.	Increased Costs



 


The Borrower shall,
within twenty (20) days of a written demand by the Lender pay for the account of the Lender the amount of any Increased Costs reasonably
determined by the Lender to have been incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation,
administration or application of) any applicable law or regulation occurring after the date of this Agreement, (ii) compliance with
any applicable law or regulation made after the date of this Agreement.


 


“Increased
Costs” means: a reduction in the rate of return from the Facility or on the Lender’s overall capital, an additional or
increased cost; or a reduction of any amount due and payable under this Agreement or any other Loan Document, which is incurred or suffered
by the Lender to the extent that it is attributable to the Lender having entered into its commitment to fund, or funding or performing
its obligations under this Agreement or any other Loan Document; or the Lender shall be subject to any Taxes (other than (A) Indemnified
Taxes and (B) Excluded Taxes) on its loans, commitments, or other obligations.


  



    	 	21	 



     


    




 


		11.	Other Indemnities



 


		(a)	The Borrower hereby indemnifies the Lender and its Related Parties (collectively, the “Indemnitees”
and each, an “Indemnitee”) against any cost, loss or liability which the Lender incurs as a consequence of: (i) the
occurrence of any Event of Default or an acceleration made pursuant to Section 17.11; (ii) a failure by the Borrower to pay any amount
due under this Agreement or any other Loan Document on its due date; or (iii) the Loan not being prepaid in accordance with a notice of
prepayment given by the Borrower; provided, however, that the Borrower shall not have any obligation to indemnify any Indemnitee
under this Section 11(a) with respect to any such cost, loss or liability to the extent such cost, loss or liability shall have resulted
(A) from such Indemnitee’s own gross negligence, willful misconduct, or material breach of any of its obligations hereunder, in
each case, as determined in a final non-appealable judgment of a court of competent jurisdiction or (B) out of or in connection with any
claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or its Subsidiaries and that is
brought by a Lender against any other Lender.



 


		(b)	To the fullest extent permitted by applicable law, the parties hereto shall not assert, and hereby waive,
any claim against any other Person, 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, any Loan Document or any other document contemplated
thereby, or any extension of credit, the use thereof or of the proceeds thereof or such Person’s activities in connection therewith;
provided that such waiver of special, indirect, consequential or punitive damages shall not limit the indemnification obligations of the
Borrower under clause (a) above.



 


		12.	Costs and Expenses



 


The Borrower shall, within twenty (20)
days of written demand, pay to the Lender the amount of all reasonable and documented costs and expenses (including reasonable and documented
legal fees of one primary counsel) incurred by the Lender in connection with the enforcement of, or the preservation of any rights, under
this Agreement and any other Loan Document.


 


		13.	Representations and Warranties



 


The Borrower represents and warrants
to the Lender set out in this Section 13 on the date of this Agreement and the Closing Date.


 


		13.1	Organization; Power and Authority



 


The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Borrower has the corporate power and authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and any other Loan
Document and to perform the provisions hereof and thereof.


 






    	 	22	 



     


    

 


		13.2	Binding obligations



 


This Agreement and
the other Loan Documents have been duly authorized by all necessary corporate action on the party of the Company. This Agreement constitutes,
and upon the execution and delivery of any other Loan Document, will constitute, a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally,
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and
(iii) implied covenants of good faith and fair dealing.


 


		13.3	[Reserved].



 


		13.4	[Reserved].



 


		13.5	Solvency



 


As of the Closing Date, immediately
after the incurrence of the Loan on the Closing Date and the consummation of the other transactions to be consummated on the Closing Date,
(a) the sum of the debts and liabilities, subordinated, contingent or otherwise, of the Borrower does not exceed the fair value of the
assets of the Borrower; (b) the present fair saleable value of the assets of the Borrower is not less than the amount that will be required
to pay the probable liabilities of the Borrower’s debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (c) the Borrower will not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is proposed to be conducted after the Closing Date; and (d) the
Borrower does not intend to incur, or believe that it will incur, debts and liabilities, subordinated, contingent or otherwise, beyond
its ability to pay such debts and liabilitis as they become absolute and matured.


 


		13.6	No default



 


Before and after
giving effect to this Agreement (and the application of the proceeds as contemplated by Section 3), no Default or Event of Default
shall have occurred and be continuing.


 


		13.7	Compliance with Laws, Other Instruments 



 


The execution, delivery and performance
by the Borrower of this Agreement or any other Loan Document will not (i) contravene, result in any breach of, or constitute a default
under, or result in the creation of any lien in respect of any property of the Borrower or any Subsidiary under, (A) the corporate charter,
by-laws or shareholders agreement of the Borrower or any Subsidiary or (B) any indenture, mortgage, deed of trust, loan, purchase or credit
agreement, lease or any other agreement or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any
Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the
Borrower or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable
to the Borrower or any Subsidiary except where any of the foregoing (other than clause (i)(A) above), individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect. Except for public disclosure filings required to be made by the
Borrower with the SEC, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority
is required in connection with the execution, delivery or performance by the Borrower of this Agreement and any other Loan Document.


 






    	 	23	 



     


    

 


		13.8	Pari passu ranking



 


Its payment obligations under this Agreement
and any other Loan Document rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated
Indebtedness of the Borrower, as applicable.


 


		13.9	No proceedings



 


		(a)	There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Borrower,
threatened in writing against or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary in any court
or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.



 


		(b)	Neither the Borrower nor any Subsidiary is (i) in default under any agreement or instrument to which it
is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind
or any Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority
(including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 13.15), which
default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



 


		13.10	Taxation



 


The Borrower and its Subsidiaries have
filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on
such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the
amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to which the Borrower or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP. The Borrower knows of no basis for any other tax or assessment that could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income
tax liabilities of the Borrower and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute
of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2016.


 






    	 	24	 



     


    

 


		13.11	[Reserved].



 


		13.12	Title to Property; Leases



 


The Borrower and its Subsidiaries have
good and sufficient title to their respective properties that individually or in the aggregate are Material, in each case free and clear
of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are
in full force and effect in all material respects.


 


		13.13	Licenses, Permits, Etc. 



 


		(a)	The Borrower and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents,
copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate
are Material, without known conflict with the rights of others, except for any such conflicts that, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.



 


		(b)	To the best knowledge of the Borrower, no product or service of the Borrower or any of its Subsidiaries
infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.



 


		(c)	To the best knowledge of the Borrower, there is no Material violation by any Person of any right of the
Borrower or any of its Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned or used by the Borrower or any of its Subsidiaries.



 


		13.14	Compliance with Employee Benefit Plans 



 


		(a)	Neither the Borrower nor any ERISA Affiliate maintains, contributes to or is obligated to maintain or
contribute to, or has, at any time within the past six years, maintained, contributed to or been obligated to maintain or contribute to,
any employee benefit plan which is subject to Title I or Title IV of ERISA or section 4975 of the Code (a “U.S. Plan”).



 


		(b)	The execution and delivery of this Agreement and any other Loan Document and the borrowing of the Loan
hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which
a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.



 


		(c)	The Borrower and its Subsidiaries do not have any Foreign Plans.



 


		13.15	Foreign Assets Control Regulations, Etc.



 


		(a)	Neither the Borrower nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its
name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United
Nations or the European Union or any Sanctions Authority.



 


		(b)	Neither the Borrower nor any Controlled Entity (i) is in violation of, has violated, been found in violation
of, or been charged or convicted under, any applicable U.S. Economic Laws, any Canadian Sanctions Laws, Anti-Money Laundering Laws or
Anti-Corruption Laws or (ii) to the Borrower’s knowledge, is under investigation by any Governmental Authority for possible violation
of any applicable U.S. Economic Sanctions Laws, any Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.



 






    	 	25	 



     


    

 


		(c)	No part of the proceeds of the Loan: (i) constitutes or will constitute funds obtained on behalf of any
Blocked Person, or will otherwise be used by the Borrower or any Controlled Entity, directly or indirectly, (A) in connection with any
investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause the Lender to be in violation
of any U.S. Economic Sanctions Laws or any Canadian Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions
Laws or any Canadian Economic Sanctions Laws; (ii) will be used, directly or indirectly, in violation of, or will be used for any
purpose that will cause the Lender to be in violation of, any applicable Anti-Money Laundering Laws; or (iii) will be used, directly
or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty
in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause
the Lender to be in violation of, any applicable Anti-Corruption Laws.



 


		(d)	The Borrower has established procedures and controls which it reasonably believes are adequate (and otherwise
comply with applicable law) to ensure that the Borrower and each Controlled Entity is and will continue to be in compliance with all applicable
U.S. Economic Sanctions Laws, any Canadian Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.



 


		13.16	Environmental Matters



 


		(a)	Neither the Borrower nor any Subsidiary has knowledge of any claim or has received any written notice
of any claim and no proceeding has been instituted asserting any claim against the Borrower or any of its Subsidiaries or any of their
respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment
or violation of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse
Effect.



 


		(b)	Neither the Borrower nor any Subsidiary has knowledge of any facts which would give rise to any claim,
public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related
to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.



 


		(c)	Neither the Borrower nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly
owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.



 


		(d)	Neither the Borrower nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary
to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.



 






    	 	26	 



     


    

 


		(e)	All buildings on all real properties now owned, leased or operated by the Borrower or any Subsidiary are
in compliance with applicable Environmental Laws, except where failure to comply would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.



 


		13.17	Disclosure



 


		(a)	All written information which has been delivered to the Lender by or on behalf of the Borrower in connection
with the transactions contemplated by this Agreement and any further information publicly filed and reported by Borrower regarding the
Borrower and its Subsidiaries (other than financial projections, pro forma financial information and other forward-looking information),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made.



 


		(b)	All financial projections, pro forma financial information and other forward-looking information which
has been delivered to the Lender by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement are
based upon good faith assumptions and, in the case of financial projections and pro forma financial information, good faith estimates,
in each case, believed to be reasonable at the time made, it being recognized that (i) such financial information as it relates to future
events is subject to significant uncertainty and contingencies (many of which are beyond the control of the Borrower) and are therefore
not to be viewed as fact, and (ii) actual results during the period or periods covered by such financial information may materially differ
from the results set forth therein.



 


		13.18	Investment Company Act



 


		(a)	The Borrower has elected to be regulated as a “business development company” within the meaning
of the Investment Company Act and qualifies as a RIC.



 


		(b)	The business and other activities of the Borrower and its Subsidiaries, including the drawdown of the
Loan, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by this
Agreement do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules,
regulations or orders issued by the SEC thereunder, in each case that are applicable to the Borrower and its Subsidiaries.



 


		(c)	The Borrower is in compliance with the Investment Policies, except to the extent that the failure to comply
would not reasonably be expected to have a Material Adverse Effect.



 


		14.	Information Undertakings



 


The Borrower covenants that for so long
as the Loan is outstanding under this Agreement and any Unpaid Sum remains outstanding:


 


		14.1	Financial Statements



 


The Borrower shall deliver to the Lender:


 


		(a)	Quarterly Statements, within 60 days (or if shorter 15 days greater than the period applicable to the
filing of the Borrower’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Borrower
is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Borrower (other
than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated unaudited balance sheet of the
Borrower and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of operations, changes in net assets and
cash flows, and schedules of investments of the Borrower and its Subsidiaries, for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for
the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial
position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end
adjustments; and



 






    	 	27	 



     


    

 


		(b)	Annual Statements — within 105 days (or if shorter 15 days greater than the period applicable to
the filing of the Borrower’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Borrower
is subject to the filing requirements thereof) after the end of each fiscal year of the Borrower, duplicate copies of (i) a consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, changes
in net assets and cash flows, and schedules of investments of the Borrower and its Subsidiaries for such year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception
as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination
of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards,
and that such audit provides a reasonable basis for such opinion in the circumstances.



 


		14.2	Employee Benefits Matters



 


The Borrower shall deliver to the Lender
promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting
forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with
respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof
has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the Pension Benefit Guaranty
Corporation (or any successor thereto) (“PBGC”) of steps to institute, or the threatening by the PBGC of the institution
of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt
by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect
to such Multiemployer Plan; (iii) any event, transaction or condition that could result in the incurrence of any liability by the
Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Borrower or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities
or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition
of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or
otherwise) with respect to one or more Foreign Plans.


 






    	 	28	 



     


    

 


		14.3	Notices from Governmental Authority 



 


The Borrower shall
deliver to the Lender promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Borrower or any Subsidiary
from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to
have a Material Adverse Effect.


 


		14.4	Resignation or Replacement of Auditors 



 


The Borrower shall
deliver to the Lender within 10 days following the date on which the Borrower’s auditors resign or the Borrower elects to change
auditors, as the case may be, notification thereof, together with such further information as the Lender may reasonably request.


 


		14.5	Requested Information



 


The Borrower shall deliver to the Lender
with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets
or properties of the Borrower or any of its Subsidiaries (including actual copies of the Borrower’s Form 10-Q and Form 10-K) or
relating to the ability of the Borrower to perform its obligations hereunder as from time to time may be reasonably requested by the Lender,
provided that so long as no Default or Event of Default has occurred and is continuing, the Lender may not use this Section 14.5 to require
the Borrower to prepare or deliver monthly financial statements or any other periodic financial statements other than those described
in Section 14.1.


 


		14.6	Officer’s Certificate



 


Each set of financial statements delivered
to the Lender pursuant to Section 14.1 shall be accompanied by a certificate of a Senior Financial Officer:


 


		(a)	Covenant Compliance: setting forth the information from such financial statements that is required in
order to establish whether the Borrower was in compliance with the requirements of Section 15 during the quarterly or annual period covered
by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations,
the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum
or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount,
ratio or percentage then in existence .In the event that the Borrower or any Subsidiary has made an election to measure any financial
liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to
Section 15) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period
shall include a reconciliation from GAAP with respect to such election; and



 


		(b)	Event of Default: certifying that such Senior Financial Officer has reviewed the relevant terms hereof
and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Borrower and its
Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate
and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or
an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure
of the Borrower or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what
action the Borrower shall have taken or proposes to take with respect thereto.



 






    	 	29	 



     


    

 


		14.7	Rating



 


The Borrower shall promptly, upon becoming
aware, notify the Lender of any upgrade, downgrade, suspension or placing under review by any applicable rating agency of its Rating.


 


		14.8	Notification of default



 


The Borrower shall promptly, and in
any event within five (5) days after a Responsible Officer becoming aware of the existence thereof, notify the Lender of the existence
of any Default or Event of Default (and the steps, if any, being taken to remedy such Default or Event of Default).


 


		15.	Financial Covenants



 


The Borrower covenants that for so long as the
Loan is outstanding under this Agreement and any Unpaid Sum remains outstanding:


 


		15.1	Debt to Equity Ratio



 


The Borrower will
not permit:


 


(i) prior to the occurrence of both
(x) any Exemptive Relief and (y) a Public Listing, the Debt to Equity Ratio as of the last calendar day of any fiscal quarter of the Borrower
to be greater than 1.00 to 1.00; and


 


(ii) after the occurrence of both
(x) any Exemptive Relief and (y) a Public Listing, and for so long as such Exemptive Relief and Public Listing shall remain in effect,
the Relieved Debt to Equity Ratio as of the last calendar day of any fiscal quarter of the Borrower to be greater than 2.00 to 1.00.


 


		15.2	Unencumbered Asset Coverage Ratio 



 


The Borrower will
not permit the Unencumbered Asset Coverage Ratio as of the last calendar day of any fiscal quarter of the Borrower to be less than 1.25:1.00;
provided that, for purposes of determining the Unencumbered Asset Coverage Ratio, the total value of assets constituting Unencumbered
Assets included in the Unencumbered Asset Coverage Ratio for purposes of determining compliance with this Section 15.2 (x) which are First
Lien Loans or Cash shall be more than 65% of the total value of such Unencumbered Assets so included and, as applicable, Unencumbered
Assets shall be excluded from such calculation until First Lien Loans and Cash exceed 65% of such Unencumbered Assets so included and
(y) which are Equity Interests or Structured Products shall, in the aggregate, be less than 15% of the total value of such Unencumbered
Assets so included and any Equity Interests or Structured Products in excess of 15% shall be excluded for purposes of such calculation.


 






    	 	30	 



     


    

 


		15.3	Minimum Shareholders’ Equity. 



 


The Borrower will
not permit Shareholders’ Equity at the last calendar day of any fiscal quarter of the Borrower to be less than 60% of the Net Asset
Value as of the fiscal year ended December 31, 2020 plus 50% of the net proceeds of the sale of Equity Interests by the Borrower and its
Subsidiaries after the Closing Date (excluding (i) proceeds of sales of Equity Interests among the Borrower and its Subsidiaries and (ii)
issuances on account of any convertible debt).


 


		16.	General Undertakings



 


The Borrower covenants that for so long
as the Loan is outstanding under this Agreement and any Unpaid Sum remains outstanding:


 


		16.1	Compliance with Laws



 


The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including
ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 13.15) and will obtain
and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership
of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


		16.2	Insurance



 


The Borrower will, and will cause each
of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties
and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance
and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations
engaged in the same or a similar business and similarly situated.


 


		16.3	Maintenance of Properties 



 


The Borrower will, and will cause each
of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order
and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at
all times, provided that this Section 16.3 shall not prevent the Borrower or any Subsidiary from discontinuing the operation and the maintenance
of any of its properties if such discontinuance is desirable in the conduct of its business and the Borrower has concluded that such discontinuance
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


  


		16.4	Payment of Taxes and Claims 



 


The Borrower will, and will cause each
of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due
and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties,
assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims
for which sums have become due and payable that have or might become a Lien on properties or assets of the Borrower or any Subsidiary,
provided that neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability
or validity thereof is contested by the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Borrower or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Borrower or such Subsidiary
or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 






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		16.5	Corporate Existence, Etc.



 


Subject to Section 16.11, the Borrower
will at all times preserve and keep its legal existence in full force and effect. The Borrower will at all times preserve and keep in
full force and effect the legal existence of each of its Subsidiaries (unless merged into the Borrower or a Wholly-Owned Subsidiary) and
all rights and franchises of the Borrower and its Subsidiaries unless, in the good faith judgment of the Borrower, the termination of
or failure to preserve and keep in full force and effect such legal existence, right or franchise would not, individually or in the aggregate,
have a Material Adverse Effect.


 


		16.6	Books and Records 



 


The Borrower will, and will cause each
of its Subsidiaries to, maintain proper books of record and account in which such entries that are full, true and correct in all material
respects are made in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied (it being understood
and agreed that Foreign Subsidiaries may maintain individual books and records in a manner to allow financial statements to be prepared
in conformity under GAAP that applicable in their respective jurisdiction of organization). The Borrower will, and will cause each of
its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect in all material respects all transactions
and dispositions of assets. The Borrower and its Subsidiaries have devised a system of internal accounting controls sufficient to provide
reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets
and the Borrower will, and will cause each of its Subsidiaries to, continue to maintain such system.


 


		16.7	Investment Policies 



 


The Borrower shall at all times be in
compliance with its Investment Policies, except to the extent that the failure to so comply would not reasonably be expected to result
in a Material Adverse Effect.


 


		16.8	Pari Passu Ranking



 


The Borrower will ensure that its payment
obligations under this Agreement and the other Loan Documents will at all times rank at least pari passu, without preference or
priority, with all other unsecured and unsubordinated Indebtedness of the Borrower.


 


		16.9	Status of RIC and BDC 



 


The Borrower shall
at all times maintain its status as a RIC and as a “business development company” under the Investment Company Act.


 






    	 	32	 



     


    

 


		16.10	Transactions with Affiliates 



 


The Borrower will
not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including
the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Borrower
or another Subsidiary), except (i) in the ordinary course and pursuant to the reasonable requirements of the Borrower’s or such
Subsidiary’s business and upon fair and reasonable terms no less favourable to the Borrower or such Subsidiary than would be obtainable
in a comparable arm’s-length transaction with a Person not an Affiliate, or (ii) a transaction that has been approved by a majority
of the independent directors of the Board of Directors of the Borrower, or (iii) any co-investment with Affiliates of the Borrower that
is permitted under any established SEC guidance, no-action letter or order or Exemptive Relief.


 


		16.11	Merger, Consolidation, Etc. 



 


The Borrower will
not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction
or series of transactions to any Person unless:


 


(a) the successor formed by such
consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of
the assets of the Borrower as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and
existing under the laws of the United States or any state thereof (including the District of Columbia);


 


(b) if the Borrower is not such
corporation or limited liability company, (A) such corporation or limited liability company shall have executed and delivered to
each Lender its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and any
other Loan Document and (B) such corporation or limited liability company shall have caused to be delivered to each Lender an opinion
of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Lender, to the effect that all
agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and


 


(c)  immediately
before and after giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default
shall have occurred and be continuing. No such conveyance, transfer or lease of substantially all of the assets of the Borrower shall
have the effect of releasing the Borrower or any successor corporation or limited liability company that shall theretofore have become
such in the manner prescribed in this Section 16.11, from its liability under this Agreement or any other Loan Document.


 


		16.12	Line of Business 



 


The Borrower will
not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Borrower
and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in
which the Borrower and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Borrower’s
most recent Form 10-K and Form 10-Q.


 






    	 	33	 



     


    

 


		16.13	Liens 



 


The Borrower will
not directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or
with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable)
of the Borrower, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any
right to receive income or profits, except (a) Liens on Equity Interests in any SBIC Subsidiary created in favour of the SBA or its designee,
(b) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any
material respect with the business of the Borrower and its Subsidiaries or (ii) secure any Indebtedness. For the avoidance of doubt, this
Section 16.13 shall not restrict the ability of the Borrower to transfer assets to wholly-owned, special purpose financing subsidiaries
for purposes of such subsidiaries complying with their respective obligations under existing or future senior secured financings.


 


		17.	Events of Default



 


An “Event of Default” shall
exist if any of the following conditions or events set forth in Sections 17.1 through and including 17.10 below shall occur and be continuing:


 


		17.1	Non-payment



 


		(a)	The Borrower defaults in the payment of principal of the Loan or any Prepayment Fee after the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise.



 


		(b)	The Borrower defaults in the payment of (x) any interest on any Loan or (y) any other amount payable hereunder
in either case for more than five (5) Business Days after the same becomes due and payable.



 


		17.2	Other obligations



 


		(a)	The Borrower defaults in the performance of or compliance with any term contained in Section 14.8
or Section 15 and, if capable of being remedied, the Borrower has not remedied such default within ten (10) Business Days after the occurrence
thereof.



 


		(b)	The Borrower defaults in the performance of or compliance with any term contained herein (other than
those referred to in Sections 17.1 and 17.2(a)) and such default is not remedied within 30 days after the earlier of (i) a Responsible
Officer obtaining actual knowledge of such default and (ii) the Borrower receiving written notice of such default from the Lender
(any such written notice to be identified as a “notice of default” and to refer specifically to this Section 17.2(b)).



 


		17.3	Misrepresentation



 


		(a)	Any representation or warranty made in writing by or on behalf of the Borrower or by any officer of the
Borrower in this Agreement, any other Loan Document or any writing furnished in connection with the transactions contemplated hereby proves
to have been false or incorrect in any material respect on the date as of which made.



 


		(b)	No Event of Default will occur under Section 17.3(a) above if the event or circumstance giving rise to
the misrepresentation is capable of remedy and the event or circumstance giving rise to the representation or statement being incorrect
or misleading is remedied within 15 calendar days from the earlier of (i) the Borrower becoming aware of the misrepresentation or
(ii) the giving of notice by the Lender to the Borrower in respect of such misrepresentation.



 






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		17.4	Cross default



 


The Borrower or any
Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or prepayment settlement
amount or interest on any Indebtedness (other than any Indebtedness under this Agreement) that is outstanding in an aggregate principal
amount of at least $25,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect
thereto, or (ii) the Borrower or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any
Indebtedness (other than any Indebtedness under this Agreement) in an aggregate outstanding principal amount of at least $25,000,000 (or
its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are
entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of
the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Borrower or any Subsidiary has become obligated
to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least $25,000,000 (or its equivalent in the relevant currency of payment), or (y) one or more Persons have the
right to require the Borrower or any Subsidiary so to purchase or repay such Indebtedness; provided, that, any failure described
in clause (i) or (ii) above is unremedied or is not waived by the holders of such Indebtedness prior to any acceleration of the Loan pursuant
to Section 17.11 (for the avoidance of doubt, the foregoing proviso in this Section 17.11 shall not be construed as providing a cure period,
and if such failure continues unremedied by the time the Loan is so accelerated, then such failure shall continue to constitute an Event
of Default regardless of whether such failure is remedied or waived at the time or after such acceleration has occurred).


 


		17.5	Insolvency; Creditors Process



 


		(a)	The Borrower or any Subsidiary (i) is generally not paying, or admits in writing its inability generally
to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief
or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes a general assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect
to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose
of any of the foregoing; or



 


		(b)	A court or other Governmental Authority of competent jurisdiction enters an order appointing, without
consent by the Borrower or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to
it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or
reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or liquidation of the Borrower or any of its Subsidiaries, or any such petition
shall be filed against the Borrower or any of its Subsidiaries and in all cases such order or petition shall not be dismissed within 60
days.



 






    	 	35	 



     


    

 


		(c)	Any event occurs with respect to the Borrower or any Subsidiary which under the laws of any applicable
jurisdiction is analogous to any of the events described in Section 17.5(a) or 17.5(b), provided that the applicable grace period, if
any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described
in Section 17.5(a) or 17.5(b).



 


		17.6	Repudiation



 


The Borrower repudiates in writing this
Agreement or any other Loan Document.


 


		17.7	Litigation



 


One or more final judgments or orders
for the payment of money aggregating in excess of $25,000,000 (or its equivalent in the relevant currency of payment) (to the extent not
covered by independent and solvent third-party insurance that has not denied coverage in writing), including any such final order enforcing
a binding arbitration decision, are rendered against one or more of the Borrower and its Subsidiaries and which judgments are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal or are not discharged within 60 days after the expiration of
such stay.


 


		17.8	ERISA



 


If (i) any Plan shall
fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or
extension of any amortization period is sought or granted under section 412 of the Code; (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section
4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Borrower or any ERISA Affiliate that
a Plan may become a subject of any such proceedings; (iii) there is any “amount of unfunded benefit liabilities” (within the
meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA; (iv) the aggregate
present value of accrued benefit liabilities under all funded Foreign Plans exceeds the aggregate current value of the assets of such
Foreign Plans allocable to such liabilities; (v) the Borrower or any ERISA Affiliate shall have incurred or is reasonably expected to
incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit
plans; (vi) the Borrower or any ERISA Affiliate withdraws from any Multiemployer Plan; (vii) the Borrower or any Subsidiary establishes
or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability
of the Borrower or any Subsidiary thereunder; (viii) the Borrower or any Subsidiary fails to administer or maintain a Foreign Plan in
compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Foreign Plan is involuntarily
terminated or wound up; or (ix) the Borrower or any Subsidiary becomes subject to the imposition of a financial penalty (which for this
purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Foreign
Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such
event or events, could reasonably be expected to have a Material Adverse Effect.


 






    	 	36	 



     


    

 


		17.9	Investment Management 



 


The Borrower
shall cease to be managed by the Investment Advisor or the Investment Management Agreement shall terminate.


 


		17.10	Rating



 


If the Rating
either (i) falls, at any time, below Baa3 (or any equivalent thereof) or (ii) is placed under review for a period of more than twelve
(12) months or (iii) is suspended.


 


		17.11	Acceleration



 


If any Event of Default (other than
an Event of Default described in Section 17.5 hereof), occurs and is continuing, the Lender may declare the Loan then outstanding to be
due and payable in whole, whereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon
and all fees (including, for the avoidance of doubt, any Prepayment Fees) 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 if any Event of Default described in Section 17.5 hereof occurs, the
principal of the Loan then outstanding, together with accrued interest thereon and all fees (including, for the avoidance of doubt, any
Prepayment Fees) 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. If any Event of Default has occurred and is continuing, and irrespective of whether the Loan has become or has been declared
immediately due and payable under this Section 17.11, the Lender may proceed to protect and enforce its rights by an action at law, suit
in equity and/or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Loan Document,
or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise.


 


		18.	Successors and Assigns



 


		18.1	Successors and Assigns.



 


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.


 


		18.2	Assignments and transfer by the Lender.



 


The Lender may assign to one or more
Persons all or a portion of its rights and obligations under this Agreement and any other Loan Document (including all or a portion of
its Loan at the time owing to it), to any Person; provided, however, that, so long as no Event of Default exists, any such
assignment to any Person that is not an Eligible Assignee shall require the prior written consent of the Borrower (which consent shall
not be unreasonably withheld, conditioned or delayed) (and any attempted assignment or transfer by the Lender without such consent shall
be null and void), provided, further, that the Borrower shall be deemed to have consented to such assignment unless it shall object thereto
by written notice to the Lender within 10 Business Days after having received notice thereof. With respect to any such assignment permitted
pursuant to the foregoing in this Section 18.2, the Lender shall provide the Borrower with a copy of the agreement effecting such assignment
(an “Assignment Agreement”) and upon request of the Lender, the Borrower, the Lender and the assignee(s) shall execute
any amendment and/or any other document that may be necessary to effectuate such an assignment, including an amendment or amendment and
restatement to this Agreement to provide for multiple lenders and an administrative agent to act on behalf of such lenders.


 






    	 	37	 



     


    

 


		18.3	Assignments and transfer by the Borrower



 


The Borrower may not assign or otherwise
transfer any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of the Lender
(which consent may be withheld in its sole and absolute discretion) (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void).


 


		18.4	Register



 


The Borrower shall maintain at one of
its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lender
and principal amounts (and stated interest) of the Loan owing to, the Lender pursuant to the terms hereof from time to time (the “Register”).
Without limitation of any other provision of this Section 18, no transfer of an interest in a Loan hereunder shall be effective unless
and until recorded in the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Lender
and the applicable assignee Lender of the Lender 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. The Register shall be available for inspection by the Borrower and the
Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


		18.5	Participations.



 


The Lender may, without
the prior written consent of the Borrower (which consent may be withheld in its sole discretion), sell participations to any Person (other
than natural persons) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under
this Agreement (including all or a portion of the Loan owing to it); provided that (i) the Lender’s obligations under this
Agreement shall remain unchanged; (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations; and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights
and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 9 and
10 (subject to the requirements and limitations therein) to the same extent as if it were the Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section; provided that such Participant shall not be entitled to receive any
greater payment under Section 9 or 10, 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.


 


To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 20 as though it were the Lender. If the Lender shall sell
a participation, it 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 the Lender shall have no 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 the Loan 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 Loan or other obligation is in registered
form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and the 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.


 






    	 	38	 



     


    

 


		18.6	Pledge by Lender



 


The Lender may at
any time pledge or assign a security interest in all or any portion of its rights under this Agreement and other Loan Document to secure
obligations of the Lender; provided that no such pledge or assignment of a security interest shall release the Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.


 


		19.	Payment Mechanics



 


On each date on which the Borrower is
required to make a payment to the Lender, the Borrower shall make such payment to the Lender’s account, which details will be delivered
by the Lender to the Borrower in writing from time to time, for value on the due date by no later than 12:00 PM (New York time). Any payment
received after 12:00 PM (New York time), as aforesaid, shall be deemed to have been received on the first Business Day following
the date of receipt.


 


		20.	Set-Off



 


		(a)	The Lender may set off any amount at any time owing by the Lender to the Borrower against any amount owing
by the Borrower to the Lender under this Agreement and any other Loan Document.



 


		(b)	All payments to be made by the Borrower under this Agreement or any other Loan Document shall be calculated
and be made without (and free and clear of any deduction for) set-off or counterclaim.



 


		21.	Notices



 


		(a)	Every notice or other communication under this Agreement or any other Loan Document shall be in writing
and may be delivered personally or by letter or electronic transmission dispatched as follows:



 


		(i)	if to the Lender, at the following address or to the following numbers:



 


Address: 2 Ben Gurion St., B.S.R. tower 1, Ramat Gan, 5257334,
Israel


Facsimile: +972-3-7554950


Email: Yotav.costica@more.co.il; Ori.Keren@more.co.il; Rotem.Zaidel@more.co.il


For the attention of: Yotav Costica; Ori Keren; Rotem Zaidel


 






    	 	39	 



     


    

 


		(ii)	if to the Borrower, at the following address or to the following number:



 


Address: 3 Park Avenue, 36th Floor, New York,
NY 10016


Facsimile: (212) 418-4937


Email: kfranz@cioninvestments.com


For the attention of: Keith Franz, Chief Financial Officer


 


or (in any case) to such other address
and/or email as may be notified in accordance with this clause by the relevant party to the other parties for such purpose.


 


		(b)	Every notice or other communication shall, subject as otherwise provided in this Agreement, be deemed
to have been received (if sent by post) 2 Business Days after dispatch and if delivered personally or by facsimile or e-mail transmission
at the time of delivery or dispatch if during normal business hours in the place of intended receipt on a Business Day in that place and
otherwise at the opening of business in that place on the next succeeding such Business Day, provided that any notice or communication
to be made or delivered to the Lender shall be effective only on actual receipt by the Lender.



 


		22.	Partial invalidity



 


If, at any time, any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other
jurisdiction will in any way be affected or impaired.


 


		23.	Remedies and waivers



 


No failure to exercise, nor any delay
in exercising, on the part of the Lender, any right or remedy under this Agreement or any other Loan Document shall operate as a waiver
of any such right or remedy or constitute an election to affirm this Agreement or any other Loan Document. No election to affirm this
Agreement or any other Loan Document on the part of the Lender shall be effective unless it is in writing. No single or partial exercise
of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement or any other Loan Document are cumulative and not exclusive of any rights or remedies provided by law.


 


		24.	Amendments



 


		(a)	No waiver (including any waiver of a Default or an Event of Default) or amendment of this Agreement shall
be effective unless it is in writing signed by all the parties hereto.



 






    	 	40	 



     


    

 


		(b)	Any amendment or waiver consented to as provided in Section 24(a) shall be binding upon the parties
hereto without regard to whether this Agreement has been marked to indicate such amendment or waiver. No such amendment or waiver will
extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right
consequent thereon. No course of dealing between the Borrower and the Lender and no delay in exercising any rights hereunder or under
any other Loan Document shall operate as a waiver of any rights of the Lender.



 


		25.	Third party rights



 


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) and, to the extent expressly contemplated hereby, the Lender’s Affiliates and the respective directors, officers, partners,
members, trustees, employees, agents, administrators, managers, representatives and advisors of the Lender and the Lender’s Affiliates)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


		26.	Interest Rate Limitation



 


Notwithstanding any other provision herein, the
aggregate interest rate charged with respect to any of the obligations of the Borrower hereunder and under the other Loan Documents, including
all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful
Rate (defined below). If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds
the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total
amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set
forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest
due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by
law, Borrowers shall pay to the Lender an amount equal to the difference between the amount of interest paid and the amount of interest
which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention
of Lenders and Borrowers to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives
any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically
and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded
to Borrowers. As used herein, “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to
the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest
rate than applicable laws now allow.


 


		27.	Returned Payments



 


If after receipt of any payment which
is applied to the payment of all or any part of the obligations of the Borrower under this Agreement and the other Loan Documents (including
a payment effected through exercise of a right of setoff), the 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 Lender in its discretion), then the obligations of the Borrower under this Agreement and the other Loan Documents,
or any part of such obligations, intended to be satisfied shall be revived and continued and this Agreement and the other applicable Loan
Documents shall continue in full force as if such payment or proceeds had not been received by the Lender. The provisions of this Section
27 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment
or application of proceeds. The provisions of this Section 27 shall survive the termination of this Agreement.


 






    	 	41	 



     


    

 


		28.	[Reserved].



 


		29.	Counterparts



 


		(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.



 


		(b)	Delivery of an executed counterpart of a signature page of this Agreement and/or any other Loan Document
by telecopy, emailed pdf. or any other electronic means that shall be effective as delivery of a manually executed counterpart of this
Agreement or such other Loan Document. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Agreement or any other Loan 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.



 


		30.	Governing Law



 


		(a)	THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



 


		(b)	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 this Agreement, any other Loan Document or any of 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 Lender) 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.



 






    	 	42	 



     


    

 


		(c)	Each of the parties hereto hereby irrevocably and unconditionally waive, 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) above 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.



 


		(d)	Each party to this Agreement irrevocably consents to service of process in the manner provided for notices
in Section 21. 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.



 


		31.	Confidentiality



 


		(a)	For the purposes of this Section 31, “Confidential Information” means information
delivered to the Lender by or on behalf of the Borrower or any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature, provided that such term does not include information that (a) was publicly
known or otherwise known to the Lender prior to the time of such disclosure, (b) subsequently becomes publicly known through no act
or omission by the Lender or any Person acting on the Lender’s behalf, (c) otherwise becomes known to the Lender from a third-party
not actually known to be in breach of an obligation of confidentiality to the Borrower, or (d) constitutes financial statements delivered
to the Lender under Section 14.1 that are otherwise publicly available. The Lender will keep any and all Confidential Information
in accordance with procedures adopted by the Lender in good faith to protect confidential information of third parties delivered to the
Lender and not disclose it to another or make any use of it that is not permitted by this Agreement, provided that the Lender may deliver
or disclose Confidential Information to (i) its directors, officers, employees (legal and contractual), agents, attorneys, trustees
and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Loan), (ii) its
auditors, financial advisors, other professional advisors, consultants, valuators and quoting agencies and investors or partners in Related
Funds that are holders of the Loan who agree, in each case, to hold confidential the Confidential Information in accordance with this
Section 31, (iii) any other holder of the Loan (or any portion thereof), any Participant or any potential assignee or potential
Participant (it being understood that the Person(s) to whom such disclosure is made is informed of the confidential nature of such information
and agrees to be bound by this Section 31), (iv) any institutional investor to which it sells or offers to sell the Loan or any part
thereof (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 31),
(v) [reserved], (vi) any federal or state regulatory authority having jurisdiction over the Lender, (vii) the NAIC or the SVO
or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about the Lender’s
investment portfolio, or (viii) any other Person to which such delivery or disclosure is necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to the Lender, (x) in response to any subpoena or other legal process,
(y) in connection with any litigation to which the Lender is a party, or (z) if an Event of Default has occurred and is continuing,
to the extent the Lender may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for
the protection of the rights and remedies under the Loan, this Agreement or any other Loan Document. Notwithstanding the foregoing, in
the event that the Lender is compelled to disclose Confidential Information pursuant to clause (viii)(w) (except where disclosure of the
purchase of the Loan is to be made to any supervisory or regulatory body during the normal course of its exercise of its regulatory or
supervisory function over the Lender and consistent with the Lender’s usual practice), (viii)(x) or (viii)(y) of the preceding sentence,
unless specifically prohibited by applicable law, rule, regulation or order, the Lender shall use its reasonable best efforts to give
the Borrower prompt notice of such pending disclosure and, to the extent practicable, the opportunity to seek a protective order or to
pursue such further legal action as may be necessary to preserve the privileged nature and confidentiality of the Confidential Information.
Each assignee Lender, by its acceptance of an assignment agreement, will be deemed to have agreed to be bound by and to be entitled to
the benefits of this Section 31 as though it were a party to this Agreement.


 






    	 	43	 



     


    

 


		(b)	In the event that as a condition to receiving access to information relating to the Borrower or any of
its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, the Lender is required to
agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which
is different from this Section 31, this Section 31 shall not be amended thereby and, as between the Lender and the Borrower,
this Section 31 shall supersede any such other confidentiality undertaking.


 

		32.	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.


 


 


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 




    	 	44	 



     


    


 


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


 


	 	BORROWER:	 
	 	 	 	 
	 	CION INVESTMENT CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Michael A. Reisner	 
	 	Name: Michael A. Reisner	 
	 	Title: Co-CEO	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	LENDER:	 
	 	 	 	 
	 	MORE PROVIDENT FUNDS LTD.	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Ori Keren	 
	 	Name: Ori Keren	 
	 	Title: CIO	 



 


 


 



    [Signature
page to Unsecured Term Loan Facility Agreement]


     


    




   


EXHIBIT A-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 Unsecured Term Loan Facility Agreement, dated as of April 14, 2021 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Facility Agreement”), by and between CION INVESTMENT CORPORATION, a company incorporated
under the laws of the State of Maryland (the “Borrower”), and MORE PROVIDENT FUNDS LTD., a company incorporated under
the laws of the State of Israel (the “Lender”).


 


Pursuant to the provisions of
Section 9(e)(ii)(B)(3) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan (as well as any Note evidencing the Loan) 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 “10 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 Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this
certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly
so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently
effective certificate in either the calendar year in which each payment is 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 Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement.


 


[NAME OF LENDER]


  


 


	By:	 	 



Name:


Title:


 


Date: ________ __, 20[   ]


 


 


 




     

     


    


EXHIBIT A-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 Unsecured Term Loan Facility Agreement, dated as of April 14, 2021 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Facility Agreement”), by and between CION INVESTMENT CORPORATION, a company incorporated
under the laws of the State of Maryland (the “Borrower”), and MORE PROVIDENT FUNDS LTD., a company incorporated under
the laws of the State of Israel (the “Lender”).


 


Pursuant to the provisions of
Section 9(e)(ii)(B)(4) of the Facility 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 “10 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. By executing
this certificate, the undersigned agrees that (1) if the information provided in 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 in either the calendar year in which each payment is 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 Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement.


 


[NAME OF PARTICIPANT]





 


 





	By:	 	 





Name:


Title:


 


Date: ________ __, 20[   ]


 




     

     


    


 


EXHIBIT A-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 Unsecured Term Loan Facility Agreement, dated as of April 14, 2021 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Facility Agreement”), by and between CION INVESTMENT CORPORATION, a company incorporated
under the laws of the State of Maryland (the “Borrower”), and MORE PROVIDENT FUNDS LTD., a company incorporated under
the laws of the State of Israel (the “Lender”).


 


Pursuant to the provisions of
Section 9(e)(ii)(B)(4) of the Facility 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 “10 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 or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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
in 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 in either the calendar year in which each payment
is 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 Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement.


 


[NAME OF PARTICIPANT]


  


 





	By:	 	 





Name:


Title:


 


Date: ________ __, 20[   ]


 


 




     

     


    


EXHIBIT A-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 Unsecured Term Loan Facility Agreement, dated as of April 14, 2021 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Facility Agreement”), by and between CION INVESTMENT CORPORATION, a company incorporated
under the laws of the State of Maryland (the “Borrower”), and MORE PROVIDENT FUNDS LTD., a company incorporated under
the laws of the State of Israel (the “Lender”).


 


Pursuant to the provisions of
Section 9(e)(ii)(B)(4) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan
(as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit
pursuant to this Facility 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 “10 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 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 or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in this
certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished
the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is 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 Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement.


 


[NAME OF LENDER]


  


 





	By:	 	 





Name:


Title:


 


Date: ________ __, 20[   ]