HERCULES PRIVATE CREDIT FUND 1 L.P. By: Hercules Adviser LLC, its Investment Adviser

“Sub-Adviser” means MSC Adviser I, LLC, a Delaware limited liability company or any permitted assignee approved by the Administrative Agent pursuant to Section 5.45 hereof; provided, that this defined term shall no longer be applicable if MSC Adviser I, LLC becomes the Adviser after the Third Amendment Effective Date.

“Adviser” means HMS Adviser LP, a Texas limited partnership, MSC Adviser I, LLC, a Delaware limited liability company or any permitted assignee approved by the Administrative Agent pursuant to Section 5.45 hereof.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

SECTION #Adviser Information Reports.‌8696

“Internal Control Event” means a material weakness in, or fraud that involves management of the Borrower, Adviser or Sub-Adviser, which fraud has a material effect on the Borrower’s internal controls over public reporting.

Protective Covenants. In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

Specific Covenants. The Borrower or the Parent (or, if applicable, any Borrower Party) fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2]2]2]2]2] or [Article VII]; or

Financial Covenants. The [[Organization A:Organization]] will not permit # the Interest Coverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] to be less than 4.00:1.00 or # the Leverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] following the Closing Date to be greater than # 5.75:1.00 from the Closing Date until and including March 31, 2019, and # 5.25:1.00 thereafter.