Exhibit 10.1


 





 


AMENDMENT NO. 1 TO SENIOR

SECURED REVOLVING CREDIT AGREEMENT 


 


This AMENDMENT NO. 1 (this “Amendment)
with respect to the Senior Secured Revolving Credit Agreement, dated as of August 4, 2011 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), is made as of August 31, 2012, among MEDLEY CAPITAL
CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or
entities from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative
agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative
Agent”), and solely for purposes of Section 2.8, MOF I BDC LLC, a Delaware limited liability company (“the “Subsidiary
Guarantor”, and together with the Borrower, the “Obligors”). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).


 


WITNESSETH:


 


WHEREAS, pursuant to the Credit Agreement,
the Lenders have made certain loans and other extensions of credit to the Borrower; and


 


WHEREAS, the Borrower has requested that the
Lenders and the Administrative Agent amend certain provisions of the Credit Agreement (including, without limitation, increasing
the aggregate Commitments to $132,500,000, extending the maturity date to August 31, 2016, and permitting a new term loan facility)
and the Lenders signatory hereto and the Administrative Agent have agreed to do so on the terms and subject to the conditions contained
in this Amendment.


 


NOW THEREFORE, in consideration of the promises
and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION I AMENDMENT
TO CREDIT AGREEMENT


 


Effective as of the Effective Date (as defined
below), and subject to the terms and conditions set forth below, the Credit Agreement is hereby amended as follows:


 


(a)The Credit Agreement
is hereby amended as described in the marked version attached hereto as Exhibit A.


 


(b)The Schedules to the
Credit Agreement are hereby amended by deleting Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d), 3.11(a), 3.11(b), 3.12(a), 3.12(b)
and 6.08 thereto and replacing it with Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d), 3.11(a), 3.11(b), 3.12(a), 3.12(b) and
6.08 attached hereto.


 



    	 



    	 



    

 


SECTION II MISCELLANEOUS


 


2.1.          Conditions
to Effectiveness of Amendment. This Amendment shall become effective as of the date (the “Effective Date”)
on which the Borrower and each Subsidiary Guarantor party hereto have satisfied each of the following conditions precedent (unless
a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):


 


(a)Documents.
The Administrative Agent shall have received each of the following documents, each of which shall
be reasonably satisfactory to the Administrative Agent (and to the extent specified below to each Lender) in form and substance:


 


(1)Executed Counterparts.
From each party hereto either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission or electronic mail of a signed signature page
to this Amendment) that such party has signed a counterpart of this Amendment.


 


(2)Guarantee and Security
Agreement. The Amended and Restated Guarantee, Pledge and Security Agreement, dated as of the date hereof, among the Borrower,
the Subsidiary Guarantor, the Administrative Agent, the administrative agent under the Term Loan Credit Facility, each holder (or
a representative, agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, if any, and the Collateral
Agent (the “Amended and Restated Guarantee and Security Agreement”), duly executed and delivered by each of
the parties thereto.


 


(3)Opinion of Counsel
to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to
the Administrative Agent and covering this Amendment and such other matters as the Administrative Agent may reasonably request
(and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).


 


(4)Corporate Documents.
(v) Copies of the organizational documents of each Obligor certified as of a recent date by the appropriate governmental official,
(w) signature and incumbency certificates of the officers of such Person executing the Amendment and the other Loan Document
to which it is a party, (x) resolutions of the board of directors or similar governing body of each Obligor approving and
authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party or by
which it or its assets may be bound as of the Effective Date, certified as of the Effective Date by its secretary or an assistant
secretary as being in full force and effect without modification or amendment, (y) a good standing certificate from the applicable
Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction
in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Effective
Date, and (z) such other documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing of the Obligors, and the authorization of the
Amendment and any other legal matters relating to the Obligors, all in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.


 



    	2



    	 



    

 


(5)Officer’s Certificate.
A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions
set forth in Sections 4.02(a) and (c) of the Credit Agreement (as amended hereby) and Sections 2.1(i) and (j) of this Amendment.


 


(b)Liens. The
Administrative Agent shall have received results of a recent lien search in each relevant jurisdiction
with respect to the Obligors, confirming the priority of the Liens in favor of the Collateral Agent created pursuant to the Security
Documents and revealing no liens on any of the assets of the Borrower or its Subsidiaries except for Liens permitted under Section 6.02
of the Credit Agreement (as amended hereby) or Liens to be discharged on or prior to the Effective Date pursuant to documentation
satisfactory to the Administrative Agent. Subject to Section 5.08(c)(ii) of the Credit Agreement,
all UCC financing statements, control agreements and other documents or instruments required to be filed or executed and delivered
in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected
security interest in the Collateral (to the extent that such a security interest may be perfected by filing, possession or control
under the Uniform Commercial Code and as required by Section 5.08(c) of the Credit Agreement and the Guarantee and Security Agreement)
shall have been properly filed or executed and delivered in each jurisdiction required.


 


(c)Financial Statements.
The Administrative Agent and the Lenders shall have received prior to the Effective Date the consolidated statement of assets and
liabilities and the related consolidated statements of operations, changes in net assets and cash flows and related schedule of
investments of the Borrower and its Subsidiaries as of and for the fiscal quarter ended June 30, 2012, all certified in writing
by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations
of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes. The Administrative Agent and the Lenders shall have received any other financial
statements of the Borrower and its Subsidiaries as they shall reasonably request.


 


(d)Consents. The
Borrower shall have obtained and delivered to the Administrative Agent certified copies of all
consents, approvals, authorizations, registrations, or filings (other than any filing required under the Exchange Act or the rules
or regulations promulgated thereunder, including, without limitation, any filing required on Form 8-K) required to be made or obtained
by the Borrower and all guarantors in connection with this Amendment, and such consents, approvals, authorizations, registrations,
filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation
or inquiry by any Governmental Authority regarding the Amendment or any transaction being financed with the proceeds of the Loans
shall be ongoing. The Administrative Agent shall have received any other evidence reasonably requested by and reasonably satisfactory
to the Administrative Agent as to compliance with all material legal and regulatory requirements applicable to the Borrower and
its Subsidiaries and all legal and regulatory requirements applicable to the Transactions.


 


(e)No Litigation.
There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments pending
or threatened in any court or before any arbitrator or Governmental Authority that relates to the Amendment or that could have
a Material Adverse Effect.


 



    	3



    	 



    

 


(f)Solvency Certificate.
On Effective Date, the Administrative Agent shall have received a solvency certificate of the chief financial officer of the Borrower
dated as of the Effective Date and addressed to the Administrative Agent and the Lenders, and in form, scope and substance reasonably
satisfactory to the Administrative Agent, with appropriate attachments and demonstrating that both before and after giving effect
to the Amendment, (a) the Borrower will be Solvent on a unconsolidated basis, and (b) each Subsidiary Guarantor will be Solvent
on a consolidated basis with the other Obligors.


 


(g)Due Diligence.
No information shall have become available which the Administrative Agent believes has had, or
could reasonably be expected to have, a Material Adverse Effect or is inconsistent in a material and adverse manner with any information
or materials previously provided to Administrative Agent in connection with its due diligence review of the Borrower and its Affiliates.


 


(h)Fees and Expenses.
The Borrower shall have paid in full to the Administrative Agent and the Lenders
all fees and expenses related to this Amendment and the Credit Agreement owing on Effective Date, including any up-front fee due
to any Lender on the Effective Date.


 


(i)Default. No
Default or Event of Default shall have occurred and be continuing under the Credit Agreement, nor any default or event of default
that permits acceleration of any Material Indebtedness, immediately before and after giving effect to the Amendment, any incurrence
of Indebtedness under the Credit Agreement and the use of the proceeds thereof on a pro forma basis.


 


(j)Financial Covenants.
The Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) of the Credit
Agreement at the time of the Effective Date.


 


(k)Other Documents.
The Administrative Agent shall have received such other documents, instruments, certificates, opinions and information as the Administrative
Agent may reasonably request in form and substance satisfactory to the Administrative Agent.


 


(l)Patriot Act.
The Administrative Agent and each Lender shall have received all documentation and other information
required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act, as reasonably requested by the Administrative Agent and each such
Lender.


 


The contemporaneous exchange and release
of executed signature pages by each of the Persons contemplated to be a party hereto shall render this Amendment effective and
any such exchange and release of such executed signature pages by all such persons shall constitute satisfaction or waiver (as
applicable) of any condition precedent to such effectiveness set forth above.


 


2.2.          Representations
and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the
Administrative Agent and each of the Lenders that, as of the Effective Date and after giving effect to this Amendment:


 



    	4



    	 



    

 


(a) This Amendment has
been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantor, and constitutes a legal, valid and binding
obligation of the Borrower and the Subsidiary Guarantor enforceable in accordance with its terms. The Credit Agreement, as amended
by the Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its respective
terms.


 


(b)The representations
and warranties set forth in Article 3 of the Credit Agreement as amended by this Amendment and the representations and warranties
in each other Loan Document are true and correct in all material respects (other than any representation or warranty already qualified
by materiality or Material Adverse Effect, which shall be true and correct is all respects) on and as of the Effective Date or
as to any such representations and warranties that refer to a specific date, as of such specific date, with the same effect as
though made on and as of the Effective Date.


 


2.3.          Counterparts.
This Amendment 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 Amendment constitutes the
entire contract between and among the parties relating to the subject matter hereof and supersedes any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Amendment
by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.


 


2.4.          Payment
of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket
costs and expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees, charges and
disbursements of legal counsel to the Administrative Agent, (but excluding, for the avoidance of doubt, the allocated costs of
internal counsel).


 


2.5.          GOVERNING
LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


2.6.          Incorporation
of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated
by reference with respect to Section I.


 


2.7.          Effect
of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower
or the Subsidiary Guarantor under the Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall
not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle any Person to a consent to, or a waiver, amendment, modification
or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the
provisions amended herein of the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import
shall mean and be a reference to the Credit Agreement as amended by this Amendment and each reference in any other Loan Document
shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.


 



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2.8.          Consent
and Affirmation.


 


(a)Without limiting the
generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantor hereby to the extent applicable
as of the Effective Date (a) consents to this Amendment and the transactions contemplated hereby, (b) agrees that the Amended and
Restated Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (c) confirms its
guarantee (solely in the case of Subsidiary Guarantor) and affirms its obligations under the Amended and Restated Guarantee and
Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined
in the Amended and Restated Guarantee and Security Agreement), and (d) acknowledges and affirms that such guarantee and/or grant
is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Amended and Restated Guarantee
and Security Agreement).


 


(b)Without limiting the
generality of the foregoing, by its execution hereof, each Lender hereby consents to the Amended and Restated Guarantee and Security
Agreement in the form attached hereto as Exhibit B.


 


2.9.          New
Notes. Each Lender that returns the promissory note previously issued and payable to such Lender under the Credit Agreement
shall have the right to exchange such promissory note for a new promissory note payable to such Lender in the form attached hereto
as Exhibit C.


 


[Signature pages follow]


 



    	6



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


	 	MEDLEY CAPITAL CORPORATION, as Borrower
	 	 	 
	 	By:	/s/ Richard Allorto
	 	Name:	Richard Allorto
	 	Title:	CFO


 





[Signature Page to Amendment No. 1]


 








    	 



    	 



    

 


	 	MOF I BDC LLC, as Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Richard Allorto
	 	Name:	Richard Allorto
	 	Title:	CFO


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	ING CAPITAL LLC, as Administrative Agent and a
 Lender
	 	 	 
	 	By:	/s/ Patrick Frisch
	 	Name:	Patrick Frisch, CPA
	 	Title:	Managing Director


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	BARCLAYS BANK PLC, as a Lender
	 	 	 
	 	By:	/s/ Michael Mozer
	 	Name:	Michael Mozer
	 	Title:	Vice President


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	CREDIT SUISSE AG, Cayman Islands
 Branch,
    as a Lender
	 	 	 
	 	By:	/s/ Doreen Barr
	 	Name:	Doreen Barr
	 	Title:	Director
	 	 	 
	 	By:	/s/ Michael D. Spaight
	 	Name:	Michael D. Spaight
	 	Title:	Associate


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	UBS Loan Finance LLC, as a Lender
	 	 	 
	 	By:	/s/ Mary E. Evans
	 	Name:	Mary E. Evans
	 	Title:	Associate Director, Banking Products Services USA
	 	 	 
	 	By:	/s/ Irja R. Otsa
	 	Name:	Irja R. Otsa
	 	Title:	Associate Director, Banking Products Services USA


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	ONEWEST BANK, FSB, as a Lender
	 	 	 
	 	By:	/s/ David Ligon
	 	Name:	David Ligon
	 	Title:	EVP


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	Goldman Sachs Bank USA, as a Lender
	 	 	 
	 	By:	/s/ Rebecca Kratz
	 	Name:	Rebecca Kratz
	 	Title:	Authorized Signatory


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 


	 	Doral Bank hereby acknowledges that, after the Effective Date, it will have no further rights or obligations as a Lender under the Credit Agreement, as reflected on Schedule 1.01(b) of this Amendment, provided that Doral Bank shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring prior to the Effective Date
	 	 
	 	DORAL BANK
	 	 	 
	 	By:	/s/ Chris Poulton
	 	Name:	Chris Poulton
	 	Title:	EVP


 


	Agreed to by:	 
	MEDLEY CAPITAL CORPORATION, as Borrower	 
	 	 	 
	By:	/s/ Richard Allorto	 
	Name:	Richard Allorto	 
	Title:	Chief Financial Officer	 
		 
		 


 








[Signature Page to Amendment No. 1]





 






    	 



    	 



    

 





 





 


Exhibit
A





SENIOR SECURED

REVOLVING CREDIT AGREEMENT


 


dated as of


 


August 4, 2011


 


and
Amended by AMENDMENT NO. 1






dated
as of






August
31, 2012


 


among


 


MEDLEY CAPITAL CORPORATION,


as Borrower


 


The LENDERS Party Hereto


 


and


 


ING CAPITAL LLC,

as Administrative Agent,


Arranger and Bookrunner


 










 






    	 



    	 



    
 


TABLE
OF CONTENTS







 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	2528
	SECTION 1.03.	Terms Generally	2528
	SECTION 1.04.	Accounting Terms; GAAP	2629
	 	 	 
	ARTICLE II
	 
	THE CREDITS
	 	 	 
	SECTION 2.01.	The Commitments	2629
	SECTION 2.02.	Loans and Borrowings	2729
	SECTION 2.03.	Requests for Borrowings	2730
	SECTION 2.04.	Funding of Borrowings	2831
	SECTION 2.05.	Interest Elections	2931
	SECTION 2.06.	Termination, Reduction or Increase of the Commitments	3033
	SECTION 2.07.	Repayment of Loans; Evidence of Debt	3336
	SECTION 2.08.	Prepayment of Loans	3437
	SECTION 2.09.	Fees	3639
	SECTION 2.10.	Interest	3740
	SECTION 2.11.	Alternate Rate of Interest              38Eurocurrency Borrowing Provisions	41
	SECTION 2.12.	Increased Costs	3842
	SECTION 2.13.	Break Funding Payments	3943
	SECTION 2.14.	Taxes	4043
	SECTION 2.15.	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	4246
	SECTION 2.16.	Defaulting Lenders	4448
	SECTION 2.17.	Mitigation Obligations; Replacement of Lenders	4549
	 	 	 
	ARTICLE III
	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	SECTION 3.01.	Organization; Powers	4650
	SECTION 3.02.	Authorization; Enforceability	4650
	SECTION 3.03.	Governmental Approvals; No Conflicts	4650
	SECTION 3.04.	Financial Condition; No Material Adverse Effect	4650
	SECTION 3.05.	Litigation	4751
	SECTION 3.06.	Compliance with Laws and Agreements	4751
	SECTION 3.07.	Taxes	4751
	SECTION 3.08.	ERISA	4751



 






    	(i)



    	 



    
  


	SECTION 3.09.	Disclosure	4752
	SECTION 3.10.	Investment Company Act; Margin Regulations.	4852
	SECTION 3.11.	Material Agreements and Liens	4953
	SECTION 3.12.	Subsidiaries and Investments	4953
	SECTION 3.13.	Properties	4953
	SECTION 3.14.	Solvency	5054
	SECTION 3.15.	Affiliate Agreements	5054
	SECTION 3.16.	Structured Subsidiaries	54
	 	 	 
	ARTICLE IV
	 
	CONDITIONS
	 
	SECTION 4.01.	Effective Date	5054
	SECTION 4.02.	Each Credit Event	5357
	 	 	 
	ARTICLE V
	 
	AFFIRMATIVE COVENANTS
	 
	SECTION 5.01.	Financial Statements and Other Information	5458
	SECTION 5.02.	Notices of Material Events	5660
	SECTION 5.03.	Existence; Conduct of Business	5761
	SECTION 5.04.	Payment of Obligations	5761
	SECTION 5.05.	Maintenance of Properties; Insurance	5761
	SECTION 5.06.	Books and Records; Inspection and Audit Rights	5761
	SECTION 5.07.	Compliance with Laws and Agreements	5862
	SECTION 5.08.	Certain Obligations Respecting Subsidiaries; Further Assurances	5862
	SECTION 5.09.	Use of Proceeds	6165
	SECTION 5.10.	Status of RIC and BDC	6166
	SECTION 5.11.	Investment Policies	6166
	SECTION 5.12.	Portfolio Valuation and Diversification Etc.; Risk Factor Ratings	6266
	SECTION 5.13.	Calculation of Borrowing Base	6469
	 	 	 
	ARTICLE VI
	 
	NEGATIVE COVENANTS
	 
	SECTION 6.01.	Indebtedness	7277
	SECTION 6.02.	Liens	7379
	SECTION 6.03.	Fundamental Changes	7480
	SECTION 6.04.	Investments	7581
	SECTION 6.05.	Restricted Payments	7682
	SECTION 6.06.	Certain Restrictions on Subsidiaries	7782
	SECTION 6.07.	Certain Financial Covenants	7783
	SECTION 6.08.	Transactions with Affiliates	7783
	SECTION 6.09.	Lines of Business	7884



 






    	(ii)



    	 



    



 


	SECTION 6.10.	No Further Negative Pledge	7884
	SECTION 6.11.	Modifications of Indebtedness and Affiliate Agreements	7884
	SECTION 6.12.	Payments of Term Loans and Longer-Term Indebtedness	7985
	SECTION 6.13.	Modification of Investment Policies	7985
	SECTION 6.14.	SBIC Guarantee	7985
	 	 	 
	ARTICLE VII
	 
	EVENTS OF DEFAULT
	 
	ARTICLE VIII
	 
	THE ADMINISTRATIVE AGENT
	 
	SECTION 8.01.	Appointment of the Administrative Agent	8288
	SECTION 8.02.	Capacity as Lender	8288
	SECTION 8.03.	Limitation of Duties; Exculpation	8389
	SECTION 8.04.	Reliance	8389
	SECTION 8.05.	Sub-Agents	8389
	SECTION 8.06.	Resignation; Successor Administrative Agent	8490
	SECTION 8.07.	Reliance by Lenders	8490
	SECTION 8.08.	Modifications to Loan Documents	8490
	 
	ARTICLE IX
	 
	MISCELLANEOUS
	 
	SECTION 9.01.	Notices; Electronic Communications	8591
	SECTION 9.02.	Waivers; Amendments	8793
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	8995
	SECTION 9.04.	Successors and Assigns	9096
	SECTION 9.05.	Survival	94100
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	94101
	SECTION 9.07.	Severability	95101
	SECTION 9.08.	Right of Setoff	95101
	SECTION 9.09.	Governing Law; Jurisdiction; Etc	95102
	SECTION 9.10.	WAIVER OF JURY TRIAL	96102
	SECTION 9.11.	Judgment Currency	96103
	SECTION 9.12.	Headings	97103
	SECTION 9.13.	Treatment of Certain Information; Confidentiality	97103
	SECTION 9.14.	USA PATRIOT Act	98104
	SECTION 9.15.	Termination	98104


 






    	(iii)



    	 



    
  


	SCHEDULE 1.01(a)	-	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b)	-	Commitments
	SCHEDULE 1.01(c)	-	Risk Factors
	SCHEDULE 1.01(d)	-	Eligibility Criteria
	SCHEDULE 3.11(a)	-	Material Agreements
	SCHEDULE 3.11(b)	-	Liens
	SCHEDULE 3.12(a)	-	Subsidiaries
	SCHEDULE 3.12(b)	-	Investments
	SCHEDULE 6.08	-	Certain Affiliate Transactions


 


	EXHIBIT A	-	Form of Assignment and Assumption
	EXHIBIT B	-	Form of Borrowing Base Certificate
	EXHIBIT C	-	Form of Amended and Restated Promissory Note
	EXHIBIT D	-	Form of Borrowing Request




 






    	(iv)



    	 



    
  


SENIOR SECURED REVOLVING CREDIT AGREEMENT
dated as of August 4, 2011 (this “Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the
“Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.


 


WHEREAS, the Borrower has requested that the
Lenders (as defined herein) extend credit to the Borrower from time to time pursuant to the commitments as set forth herein and
the Lenders have agreed to extend such credit upon the terms and conditions hereof.;
and


 


WHEREAS,
the Borrower and the Lenders have agreed to amend this Agreement pursuant to the Amendment No. 1, dated as of August 31, 2012.


 


NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:


 


DEFINITIONS


 


Defined Terms. As used in this
Agreement, the following terms have the meanings specified below and the terms defined in Section 5.13 have the meanings assigned
thereto in such section:


 


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


 


“ABR
Floor” means two percent (2%) per annum.


 


“Adjusted Borrowing Base”
means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base.


 


“Adjusted Covered Debt Balance”
means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents
included in the Borrowing Base.


 


 


“Adjusted LIBO Rate” means,
for the Interest Period for any Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next
1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest
Period.


 


“Administrative Agent”
means ING, in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative Agent’s Account”
means an account designated by the Administrative Agent in a notice to the Borrower and the Lenders.


 



    	1



    	 



    

 


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


 


“Advance Rate” has the
meaning assigned to such term in Section 5.13.


 


“Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. Anything herein to the contrary notwithstanding, the term “Affiliate”
of an Obligor shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business.


 


“Affiliate Agreements”
means, collectively, (a) the Investment Management Agreement, dated as of January 19, 2011, between the Borrower and the Investment
Advisor, and (b) the Administration Agreement, dated as of January 19, 2011, between the Borrower and the Investment Advisor.


 


“Agency Account” has the
meaning assigned to such term in Section 5.08(c)(v).


 


“Alternate Base Rate” means,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective
Rate for such day plus 1/2 of 1%,
and (c) the LIBO Rate for deposits in Dollars for a period of three (3) months plus 1%,
and (d) the ABR Floor. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or such LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate, or such LIBO Rate, as the case may be.


 


“Amendment
No. 1” means the Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of August 31, 2012, among the Borrower,
the Subsidiary Guarantors, the Lenders party thereto and the Administrative Agent. 


 


“Amendment
No. 1 Effective Date” means August 31, 2012.


 


“Applicable Commitment Fee Rate”
means, with respect to any day during the period commencing on the Effective Date and ending on the earlier of the date the Commitments
are terminated and the Revolving Termination Date, a rate per annum equal to (x) 1.00%, if the used portion of the aggregate Commitments
as of the close of business on such day (after giving effect to Borrowings, prepayments and Commitment reductions on such day)
is less than or equal to an amount equal to fifty percent (50%) of such aggregate Commitments and (y) 0.50% if the used portion
of the aggregate Commitments as of the close of business on such day (after giving effect to Borrowings, prepayments and Commitment
reductions on such day) is greater than an amount equal to fifty percent (50%) of such aggregate Commitments. For purposes of determining
the Applicable Commitment Fee Rate, the Commitments shall be deemed to be used to the extent of the outstanding Loans of all Lenders.


 


“Applicable Margin” means,
(a) with respect to any ABR Loan, 2.75% per annum; and (b) with respect to any Eurocurrency Loan, 3.75% per annum.
a per annum rate determined on a daily basis according to the following pricing grid: 


 



    	2



    	 



    

 


	 	Before
        the

        Step-Down

        Condition
	On
        or After the

        Step-Down

        Condition

	Eurocurrency

        Loans
	3.75%	3.25%
	ABR
    Loans	2.75%	2.25%


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitments. If the
Commitments have terminated or expired in full, the Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments pursuant to Section 9.04(b).


 


“Approved Dealer” means
(a) in the case of any Eligible Portfolio Investment that is not a U.S. Government Security, a bank or a broker-dealer registered
under the Securities Exchange Act of 1934 of nationally recognized standing or an Affiliate thereof as set forth on Schedule
1.01(a), (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities as set forth on Schedule
1.01(a) or (c) any other bank or broker-dealer acceptable to the Administrative Agent in its reasonable determination.


 


“Approved Pricing Service”
means a pricing or quotation service as set forth in Schedule 1.01(a) or any other pricing or quotation service (a) approved
by the Board of Directors of the Borrower, (b) designated in writing to the Administrative Agent by the Borrower (which designation
shall be accompanied by a copy of a resolution of the Board of Directors of the Borrower that such pricing or quotation service
has been approved by the Borrower), and (c) acceptable to the Administrative Agent in its reasonable determination.


 


“Approved Third-Party Appraiser”
means any of Houlihan Capital Advisors, LLC, Duff & Phelps LLC, Murray, Devine and Company, Lincoln Advisors and Valuation
Research Corporation, in each case only so long as such firm has been approved by a resolution of the Board of Directors of the
Borrower to assist the Board of Directors of the Borrower in making valuations of portfolio assets to determine the Borrower’s
compliance with the applicable provisions of this Agreement, or any other Independent nationally recognized third-party appraisal
firm approved by the Board of Directors and engaged for that purpose and acceptable to the Administrative Agent in its reasonable
discretion.


 


“Asset Coverage Ratio”
means, on a consolidated basis for Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities
and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness
of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the SEC issued
to the Borrower thereunder). For clarity, the calculation of the Asset Coverage Ratio shall be made in accordance with any exemptive
order issued by the Securities and Exchange Commission under Section 6(c) of the Investment Company Act relating to the exclusion
of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect,
and (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee.


 



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“Asset Sale” means a sale,
lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any
exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any Obligor’s
assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter
acquired; provided, however, the term “Asset Sale” as used
in this Agreement shall not include the disposition of Portfolio Investments originated by the Borrower and immediately transferred
to a Financing Subsidiary pursuant to the terms of Section 6.03(f) hereof.


 


“Assignment and Assumption”
means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent as provided in Section 9.04, in the form of Exhibit A or any
other form approved by the Administrative Agent.


 


“Assuming Lender” has the
meaning assigned to such term in Section 2.06(f).


 


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


 


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


 


“Borrower” has the meaning
assigned to such term in the preamble to this Agreement.


 


“Borrowing” means Loans
of the same Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, that have the same Interest
Period.


 


“Borrowing Base” has the
meaning assigned to such term in Section 5.13.


 


“Borrowing Base Certificate”
means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B and appropriately completed.


 


“Borrowing Base Deficiency”
means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date
exceeds (b) the Borrowing Base as of such date.


 


“Borrowing Request” means
a request by the Borrower for a Borrowing in accordance with Section 2.03, substantially in the form of Exhibit D hereto
or such other form as is reasonably acceptable to the Administrative Agent.


 


“Business Day” means any
day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation
or conversion of or into, or the Interest Period for, a Eurocurrency Borrowing, or to a notice by the Borrower with respect to
any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also a day on which dealings in
deposits denominated in Dollars are carried out in the London interbank market.


 



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


 


“Cash” means any immediately
available funds in Dollars or in any currency other than Dollars (measured in terms of the Dollar Equivalent thereof) which is
a freely convertible currency.


 


“Cash Equivalents” means
investments (other than Cash) that are one or more of the following obligations:


 


Short-Term U.S. Government
Securities (as defined in Section 5.13);


 


investments in commercial
paper maturing within 180 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of
at least A-1 from S&P and at least P-1 from Moody’s;


 


investments in certificates
of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued
or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States or any State thereof; provided that such certificates of deposit, banker’s
acceptances and time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral
Agent can perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from
S&P and at least P-1 from Moody’s;


 


fully collateralized repurchase
agreements with a term of not more than 30 days from the date of acquisition thereof for U.S. Government Securities and entered
into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an Approved Dealer
having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A-1 from S&P
and at least P-1 from Moody’s; and


 


investments in money market
funds and mutual funds which invest substantially all of their assets in Cash or assets of the types described in clauses (a) through
(e) above;


 


provided, that (i) in no event shall Cash Equivalents
include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”);
(ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed
to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash Equivalents
(other than U.S. Government Securities, certificates of deposit or repurchase agreements) shall not include any such investment
representing more than 25% of total assets of the Obligors in any single issuer; and (iv) in no event shall Cash Equivalents include
any obligation that is not denominated in Dollars.


 



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“Change in Control” means
(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than the Permitted
Holders, of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of
the Borrower by Persons who were neither (i) nominated by the requisite members of the board of directors of the Borrower nor (ii)
appointed by a majority of the directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by
any Person or group other than the Permitted Holders.


 


“Change
in Law” means (a) the adoption of any law, rule or regulation or treaty after the
Amendment No. 1 Effective Date, (b) any change in any law, rule or regulation or treaty or
in the interpretation, implementation or application thereof by any Governmental Authority after the
Amendment No. 1 Effective Date or (c) compliance by any Lender (or, for purposes of Section
2.12(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued after the
Amendment No. 1 Effective Date; provided that, notwithstanding anything herein to
the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee On Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 


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


 


“Collateral” has the meaning
assigned to such term in the Guarantee and Security Agreement.


 


“Collateral Agent” means
ING Capital LLC in its capacity as Collateral Agent under the Guarantee and Security Agreement, and includes any successor Collateral
Agent thereunder.


 


“Commitment” means, with
respect to each Lender, the commitment of such Lender to make Loans, as such commitment may be (a) reduced or increased from time
to time pursuant to Sections 2.06 and 2.08(c) and (b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initialaggregate
amount of each Lender’s Commitment as of the Amendment No. 1
Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as of the Amendment
No. 1 Effective Date is $60,000,000.132,500,000.


 


“Commitment Increase” has
the meaning assigned to such term in Section 2.06(f).


 



    	6



    	 



    

 


“Commitment Increase Date”
has the meaning assigned to such term in Section 2.06(f).


 


“Consolidated Adjusted Interest Expense”
means, for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of (x) cash interest paid
in respect of the stated rate of interest (including any default rate of interest, if applicable) applicable to any Indebtedness
plus (y) the net amount paid in cash (or minus the net amount received in cash) under Hedging Agreements permitted under
Section 6.04 relating to interest during such period and to the extent not already taken into account under clause (x).


 


“Consolidated EBIT” means,
for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, income after deduction of all expenses
and other proper charges other than Taxes, Consolidated Interest Expense and non-cash employee stock options expense and excluding
(a) net realized gains or losses, (b) net change in unrealized appreciation or depreciation, (c) gains on re-purchases of Indebtedness,
(d) the amount of interest paid-in-kind to the Borrower or any Subsidiaryof
its Subsidiaries (“PIK”) to the extent such amount exceeds the sum of (i) PIK interest collected
in cash (including any amortization payments on such applicable debt instrument up to the amount of PIK interest previously capitalized
thereon) and (ii) realized gains collected in cash (net of realized losses); provided that the amount determined pursuant
to this clause (d)(ii) shall not be less than zero, all as determined in accordance with GAAP, and (e) other non-cash charges and
gains to the extent included to calculate income.


 


“Consolidated Interest Coverage Ratio”
means the ratio of as of the last day of any fiscal quarter of the Borrower of (a) Consolidated EBIT for the four fiscal quarter
period then ending, taken as a single accounting period, to (b) Consolidated Adjusted Interest Expense for such four fiscal quarter
period.


 


“Consolidated Interest Expense”
means, with respect to a Person and for any period, the sum of (x) the total consolidated interest expense in respect of Indebtedness
(including capitalized interest expense and interest expense attributable to Capital Lease Obligations) of such Person and in any
event shall include all interest expense with respect to any Indebtedness in respect of which such Person is wholly or partially
liable plus (y) the net amount payable (or minus the net amount receivable) under Hedging Agreements permitted under Section
6.04 relating to interest during such period (whether or not actually paid or received during such period) and to the extent not
already taken into account under clause (x).


 


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


 


“Control Account” has the
meaning assigned to such term in Section 5.08(c)(ii).


 


“Covered Debt Amount” means,
on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus (y) the aggregate amountprincipal
amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered
Indebtedness outstanding on such date.


 



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“Covered Taxes” means Taxes
other than Excluded Taxes and Other Taxes.


 


“Custodian” means U.S.
Bank National Association, or any other financial institution mutually agreeable to the AdministrativeCollateral
Agent and the Borrower, as custodian holding documentation for Portfolio Investments, and accounts of the Borrower holding Portfolio
Investments, on behalf of the Obligors and, pursuant to the Custodian Agreement, the Collateral Agent. The term “Custodian”
includes any agent or sub-custodian acting on behalf of the Custodian.


 


“Custodian Account” means
an account subject to a Custodian Agreement.


 


“Custodian Agreement” means
a control agreement entered into by and among an Obligor, the Collateral Agent and a Custodian, in form and substance acceptable
to the AdministrativeCollateral
Agent.


 


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


 


“Defaulting Lender” means
any Lender that has, as reasonably determined by the Administrative Agent, (a) failed to fund any portion of its Loans within three
(3) Business Days of the date required to be funded by it hereunder, unless, in the case of any Loans, such Lender’s failure
is based on such Lender’s reasonable determination that the conditions precedent to funding such Loan under this Agreement
have not been met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender
has advised the Administrative Agent in writing (with reasonable detail of those conditions that have not been satisfied) prior
to the time at which such funding was to have been made, (b) notified the Borrower, the Administrative Agent, or any other Lender
in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement
that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement states
that such position is based on such Lender’s determination that one or more conditions precedent to funding (which conditions
precedent, together with the applicable default, if any, shall be specifically identified in such writing) cannot be satisfied),
(c) failed, within three (3) Business Days after request by the Administrative Agent to confirm in writing
that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (provided that
such request shall only have been made after conditions precedent to funding have been satisfied, and provided further that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative
Agent), (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount (other than a
de minimis amount) required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject
of a good faith dispute, or (e) other than via an Undisclosed Administration, either (i) has been adjudicated as, or determined
by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or has a parent company
that has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets
to be, insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it,
or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment (unless in the case of any Lender referred to in this clause (e) the Borrower and the Administrative
Agent shall be satisfied in the exercise of their respective reasonable
discretion that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations
as a Lender hereunder); provided that a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition
or maintenance of an ownership interest in such Lender or its parent company, or of the exercise of control over such Lender or
any Person controlling such Lender, by a Governmental Authority or instrumentality thereof, or solely as a result of an Undisclosed
Administration, so long as such ownership interest or Undisclosed Administration does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on
its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender.


 



    	8



    	 



    

 


“Dollar Equivalent” means,
on any date of determination, with respect to an amount denominated in any currency other than Dollars, the amount of Dollars that
would be required to purchase such amount of such currency on the date two Business Days prior to such date, based upon the spot
selling rate at which the Administrative Agent (or other foreign currency broker reasonably acceptable to the Administrative Agent)
offers to sell such currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery
two Business Days later.


 


“Dollars” or “$”
refers to lawful money of the United States.


 


“Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).August 4, 2011.


 


“Eligible
Liens” means, any right of offset, banker’s lien, security interest or other like rights against the Portfolio
Investments held by the Custodian pursuant to or in connection with its rights and obligations relating to the Custodian Account;
provided that such rights are subordinated, pursuant to the terms of the Custodian Agreement, to the first priority
perfected security interest in the Collateral created in favor of the Collateral Agent, except to the extent expressly provided
therein.


 


“Eligible Portfolio Investment”
means any Portfolio Investment held by any Obligor (and solely for purposes of determining the Borrowing Base, Cash and Cash Equivalents
held by any Obligor) that, in each case, meets all of the criteria set forth on Schedule 1.01(d) hereto; provided,
that no Portfolio Investment, Cash or Cash Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing
Base if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no other Liens other than
Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or if such Portfolio Investment, Cash or Cash Equivalent
has not been or does not at all times continue to be Delivered (as defined in the Guarantee and Security Agreement). Without limiting
the generality of the foregoing, it is understood and agreed that any Portfolio Investments that have been contributed or sold,
purported to be contributed or sold or otherwise transferred to any Financing Subsidiary, or held by any Financing Subsidiary,
or which secure obligations of any Financing Subsidiary, shall not be treated as Eligible Portfolio Investments. Notwithstanding
the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provide that, for purposes of this Agreement,
all determinations of whether an Investment is to be included as an Eligible Portfolio Investment shall be determined on a settlement-date
basis (meaning that any Investment that has been purchased will not be treated as an Eligible Portfolio Investment until such purchase
has settled, and any Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio Investment
until such sale has settled); provided that no such Investment shall be included as an Eligible Portfolio Investment to
the extent it has not been paid for in full.


 



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“Equity Interests” means
shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any 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 Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


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


 


“ERISA Event” means (a)
any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, the failure to satisfy the
minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(d) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; (g) the occurrence of any nonexempt prohibited transaction within the meaning of Section 4975
of the Code or Section 406 of ERISA which could result in liability to an Lender; (h) the failure to make any required contribution
to a Multiemployer Plan or failure to make by its due date any required contribution to any Plan; (i) the receipt by the Borrower
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any
notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; or (j) the incurrence with respect to any “employee
benefit plan” as defined in Section 3(3) of ERISA that is sponsored or maintained by the Borrower of any material liability
for post-retirement health or welfare benefits, except as may be required by 4980B of the Code or similar laws.


 



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“Eurocurrency”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate. For clarity, a Loan or Borrowing bearing interest by reference to
clause (c) of the definition of the Alternate Base Rate shall not be a Eurocurrency Loan or Eurocurrency Borrowing.


 


“Event of Default” has
the meaning assigned to such term in Article VII.


 


“Excluded Taxes” means,
with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States
or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office is located, or as a result of
a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from
such recipient having become a party to any Loan Document), (b) any branch profits taxes or
backup withholding taxes imposed by the United States or any tax
similar to a branch profits tax imposed by any
other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.17(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.14(e), except
to the extent, other than in a case of failure to comply with Section 2.14(e), that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.14(a) and (d) any taxes imposed on amounts payable to or for the account
of any Foreign Lender as a result such Foreign Lender’s failure to satisfy the applicable requirements of FATCA to establish
a complete exemption from withholding thereunder.


 


“Existing Affiliate Investment”
has the meaning assigned to such term in Section 5.13.


 


“External Quoted Value”
has the meaning set forth in Section 5.12(b)(ii).


 


“External Unquoted Value”
has the meaning set forth in Section 5.12(b)(ii).


 


“FATCA” means sections
1471- through 1474
of the Code , as of the Amendment No. 1 Effective Date (or
any amendment or successor provisionversion
that is substantively the equivalent thereofsubstantially
comparable and not materially more onerous to comply with, the United States Treasury
regulations promulgated thereunder and published guidance with respect thereto)
and any current or future regulations or official interpretations thereof.


 



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“Federal Funds Effective Rate”
means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it.


 


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


 


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


 


“Foreign Lender” means
any Lender or any other recipient of payments hereunder from the Borrower that, in each case, is not (a) a citizen or resident
of the United States, (b) a corporation, partnership or other entity created or organized in or under the laws of the United States
(or any jurisdiction thereof) or (c) any estate or trust that is subject to U.S. federal income taxation regardless of the source
of its income.


 


“GAAP” means generally
accepted accounting principles in the United States.


 


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


 


“Guarantee” of or by any
Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business or customary indemnification
agreements entered into in the ordinary course of business in connection with obligations that do not constitute Indebtedness.
The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the
primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the
maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall
be deemed to be an amount equal to such lesser amount).


 



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“Guarantee and Security Agreement”
means the Amended and Restated Guarantee, Pledge and Security
Agreement, dated as of the Amendment No. 1 Effective Date,
between the Borrower, each Subsidiary of the Borrower as of the Effective Date listed on Schedule
3.12(a) (other than any Financing Subsidiary)among the
Borrower, the Subsidiary Guarantors, the Administrative Agent, the
administrative agent under the Term Loan Credit Facility, each holder (or a representative,
agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent, as the
same shall be amended, restated, modified and supplemented from time to time.


 


“Guarantee Assumption Agreement”
means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the
Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the
Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements
of Section 5.08).


 


“Hedging Agreement” means
any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.


 


“Hedging
Agreement Obligations” has the meaning specified in the Guarantee and Security Agreement as in effect on the Amendment No.
1 Effective Date.


 


“Increasing Lender” has
the meaning assigned to such term in Section 2.06(f).


 


“Indebtedness” of any Person
means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits, loans or advances
of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments, (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all
obligations of such Person in respect of the deferred purchase price of property or services (other than trade accounts payable
and accrued expenses in the ordinary course of business not past due for more than 90 days after the date on which such trade account
payable was due), (e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed (with the value of such debt being the lower of the outstanding amount of such
debt and the fair market value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of others,
(g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances or, for purposes of Sections 3.11, 3.16,
6.01 and 6.04 only, Hedging Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness
provide that such Person is not liable therefor (or such Person is not otherwise liable for such Indebtedness). Notwithstanding
the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks arising in the ordinary course of business
in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such
asset or Investment or (y) a commitment arising in the ordinary course of business to make a future Portfolio Investment.


 



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“Independent” when used
with respect to any specified Person means that such Person (a) does not have any direct financial interest or any material indirect
financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment adviser or any Affiliate
thereof) other than ownership of publicly traded stock of the Borrower or any such Subsidiary or Affiliate with a market value
not to exceed $1,000,000 and (b) is not an officer, employee, promoter, underwriter, trustee, partner, director or a Person performing
similar functions of the Borrower or of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof).


 


“Industry Classification Group”
means (a) any of the industry group classification groups that are currently in effect by Moody’s or may be subsequently
established by Moody’s and provided by the Borrower to the Lenders, and (b) up to three (3) additional industry group classifications
established by the Borrower pursuant to Section 5.12(a).


 


“ING” means ING Capital
LLC.


 


“Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, each Quarterly Date and (b) with respect to any Eurocurrency Loan, the last day of each
Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the
last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period.


 


“Interest Period” means,
for any Eurocurrency Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter; provided, that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Loan initially shall be
the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of
such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the effective date of the
most recent conversion or continuation of such Loans.


 


“Internal Value” has the
meaning set forth in Section 5.12(b)(ii).


 



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“Investment” means, for
any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person 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) Hedging Agreements.


 


“Investment Advisor” means
MCC Advisors LLC, a Delaware limited liability company, or an Affiliate thereof.


 


“Investment
Advisor Departure Event” means any of the
following events: 


 


(a)        the
Investment Advisor shall cease to be the investment adviser of the Borrower; or 


 


(b)        the
Permitted Holders cease to, directly or indirectly, Control the Investment Advisor.


 


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


 


“Investment Policies” means
(i) the investment policies and procedures outlined on pages 53 to 56 of the Prospectus filed in connection with the Borrower’s
initial public offering of 11,111,112 shares of common stock, (ii) the written statement of the Borrower’s qualifying asset
policy delivered on the Effective Date pursuant to Section 4.01(g), and (iii) the written statement of the Borrower’s investment
allocation policies between affiliated investment vehicles managed directly or indirectly by Medley Capital LLC, delivered on the
Effective Date pursuant to Section 4.01(g) (and any modification thereof that is consistent with Amendment No.2 to the Application
for an Order Pursuant to Sections 57(a)(4) and 57(i) of the Investment Company Act filed on July 8, 2011), as each of the above
may be amended from time to time by a Permitted Policy Amendment.


 


“Largest Industry Classification
Group” means, as of any date of determination, the single Industry Classification Group to which the greatest portion
of Eligible Portfolio Investments in the Borrowing Base has been assigned pursuant to Section 5.12(a).


 


“Lenders” means the Persons
listed on Schedule 1.01(b) as having Commitments and any other Person that shall have become a party hereto pursuant to
an Assignment and Assumption that provides for it to assume a Commitment or to acquire Revolving Credit Exposure, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“LIBO Rate” means, for
any Interest Period, the higher of (i) the LIBOR Floor and (ii) the British Bankers’
Association Interest Settlement Rate per annum for deposits in Dollars for a period equal to the Interest Period appearing on the
display designated as Reuters Screen LIBOR01 Page (or such other page on that service or such other service designated by the British
Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00
a.m., London time on the day that is two Business Days prior to the first day of the Interest Period (or if such Reuters Screen
LIBOR01 Page is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date
and such time); provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable
for the relevant Interest Period, LIBO Rate for purposes of this clause (ii)definition
shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the
nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two
(2) business days preceding the first day of such Interest Period by leading banks in the London interbank market as of 11:00 a.m.
for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to
the amount of the Administrative Agent’s portion of the relevant Eurocurrency Borrowing.


 



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“LIBOR
Floor” means one percent (1%) per annum.


 


“Lien” means, with respect
to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset
and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities,
except in favor of the issuer thereof (and, in the case of Portfolio Investments that are equity securities,
excluding customary drag-along, tag-along, right of first refusal and other similar rights in favor of other equity holders of
the same issuer).


 


“Loan Documents” means,
collectively, this Agreement, any promissory notes delivered pursuant to Section 2.07(f) and the Security Documents.


 


“Loans” means the
revolving loans made by the Lenders to the Borrower pursuant to this Agreement.


 


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


 


“Material Adverse Effect”
means a material adverse effect on (a) the business, Portfolio Investments of the Obligors (taken as a whole) and other assets,
liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries (other
than the Financing Subsidiaries), taken as a whole, or (b) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Administrative Agent and the Lenders thereunder or the ability of the Obligors to perform their respective obligations
thereunder.


 


“Material Indebtedness”
means (a) Term Loan Indebtedness, (b) other Indebtedness
(other than the Loans and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries in an aggregate principal
amount exceeding $5,000,000 and (bc)
obligations in respect of one or more Hedging Agreements under which the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower and the Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such
time would exceed $5,000,000.


 


“Maturity Date” means the
date that is the one (1) year anniversary of the Revolver Termination Date.


 



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“Moody’s” means Moody’s
Investors Service, Inc. or any successor thereto.


 


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


 


“Net Asset Sale Proceeds”
means, with respect to any Asset Sale, an amount equal to (a) the sum of Cash payments and Cash Equivalents received by the Obligors
from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received), minus (b) any costs, fees, commissions, premiums
and expenses incurred by any Obligor directly incidental to such Asset Sale, including reasonable legal fees and expenses minus
all taxes paid or reasonably estimated to be payable as a result of such Asset Sale (after taking into
account any available tax credits or deductions).


 


“Net Extraordinary Receipts”
means an amount equal to (a) any Cash amount (and Cash proceeds of any non-Cash amount) received by or paid to any Obligor on account
of any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other
consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity
payments received not in the ordinary course of business, purchase price adjustments received not in the ordinary course of business
in connection with any purchase agreement and proceeds of insurance, minus (b) any costs, fees, commissions, premiums and
expenses incurred by any Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses, minus
(c) all taxes paid or reasonably estimated to be payable as a result of such Cash receipts (after taking
into account any available tax credits or deductions); provided, however, that
Net Extraordinary Receipts shall not include (i) proceeds of any issuance of Equity Interests or issuances of Indebtedness by any
Obligor, (ii) amounts that any Obligor receives from the Administrative Agent or any Lender in connection with the Loan Documents,
(iii) Cash receipts to the extent received from proceeds of any casualty insurance or condemnation awards
(or payments in lieu thereof) to the extent that such proceeds are used within 90 days to repair
or replace the assets giving rise to such proceeds, (iv) proceeds of business interruption insurance to the extent such proceeds
constitute compensation for lost earnings, or (v) indemnity payments or payments in respect of judgments or settlements of claims,
litigation or proceedings to the extent that such payments are received by any Person in respect of any unaffiliated third party
claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim
or loss and the costs and expenses of such Person with respect thereto.


 


“Net Return of Capital”
means an amount equal to (a) any Cash amount (and Cash proceeds of any non-Cash amount) received by any Obligor at any time in
respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise), plus
(b) without duplication of amounts received under clause (a), any Cash proceeds (including Cash proceeds of any non-Cash consideration)
received by any Obligor at any time from the sale of any property or assets pledged as collateral in respect of any Portfolio Investment
to the extent such Cash proceeds are less than or equal to the outstanding principal balance of such Portfolio Investment, plus
(c) any cash amount (and Cash proceeds of any non-Cash amount) received by any Obligor at any time in respect of any Portfolio
Investment that is an Equity Interest (x) upon the liquidation or dissolution of the Portfolio Company of such Portfolio Investment,
(y) as a distribution of capital made on or in respect of such Portfolio Investment, or (z) pursuant to the recapitalization or
reclassification of the capital of the Portfolio Company of such Portfolio Investment or pursuant to the reorganization of such
Portfolio Company plus (d) any similar return of capital received by any Obligor in Cash (and Cash proceeds of any non-Cash
amount) in respect of any Portfolio Investment, minus (e) any costs, fees, commissions, premiums and expenses incurred by
any Obligor directly incidental to such Cash receipts, including reasonable legal fees and expenses.


 



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“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(d).


 


“Obligors” means, collectively,
the Borrower and the Subsidiary Guarantors.


 


“Obligors’ Net Worth”
means, at any date, the Stockholders’ Equity at such date, minus the net asset value held by any Obligor in any non-Obligor
Subsidiary.


 


“Other Covered Indebtedness”
means, collectively, Secured Longer-Term Indebtedness, Term Loan
Indebtedness and Unsecured Shorter-Term Indebtedness.


 


“Other Permitted Indebtedness”
means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any Obligor’s business that
are overdue for a period of more than 90 days or which are not being contested in good faith by appropriate proceedings, (b) Indebtedness
(other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of any Obligor’s
business in connection with its purchasing of securities, Hedging Agreements entered into for financial planning purposes and not
for speculative purposes, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the
Investment Company Act and the Borrower’s Investment Policies; provided that such Indebtedness does not arise in connection
with the purchase of Eligible Portfolio Investments other than Cash Equivalents and U.S. Government Securities, (c) Indebtedness
in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such
judgments or awards do not constitute an Event of Default under clause (k) of Article VII, (d) Indebtedness incurred in the ordinary
course of business to finance equipment and fixtures; provided that such Indebtedness does not exceed $2,000,000 in the
aggregate at any time outstanding; and (e) other Indebtedness not to exceed $1,000,000 in the aggregate.


 


“Other Taxes” means any
and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from
any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.


 


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


 


“Permitted
Equity Interests” means common stock of the Borrower that after its issuance is not subject to any agreement between the
holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate
any such common stock at any time prior to the first anniversary of the later of the Maturity Date (as in effect from time to time)
and the Termination Date.


 



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“Permitted Holders” means
Medley Capital LLC (but only so long as it is Controlled by any two (2) of (i) Brook Taube, (ii) Andrew Fentress, or (iii) Seth
Taube (including, in each case, any trust, partnership, corporation, limited liability company or other entity Controlled by such
individual), except if any such individuals are replaced with managers reasonably acceptable to the
Administrative Agent and the Required Lenders after the death, disability or termination (for cause, by the board of directors
of the Borrower) of any such individuals).


 


“Permitted Liens” means
(a) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance
with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business; provided
that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred
in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens imposed by law,
such as materialmen’s, mechanics’, carriers’, workmens’, storage, landlord, and repairmen’s Liens
and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed
money) not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto
are maintained on the books of the Borrower in accordance with GAAP; (d) Liens incurred or pledges or deposits made to secure obligations
incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social
security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public or statutory obligations;
(e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders,
government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other
obligations of a similar nature incurred in the ordinary course of business; (f) Liens arising out of judgments or awards that
have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute
an Event of Default; (g) customary rights of setoff and liens upon (i) deposits of cash in favor of banks or other depository institutions
in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts
in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and
(iii) assets held by a custodian in favor of such custodian in the ordinary course of business, in the case of each of clauses
(i) through (iii) above, securing payment of fees, indemnities, charges for returning items and other similar obligations; (h)
Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions
in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (i)
zoning restrictions, easements, licenses, or other restrictions on the use of any real estate (including leasehold title), in each
case which do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrower
and its Subsidiaries; (j) purchase money Liens on specific equipment and fixtures provided that (i) such Liens only attach
to such equipment and fixtures, (ii) the Indebtedness secured thereby is incurred pursuant to clause (d) of the definition of “Other
Permitted Indebtedness” and (iii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market
value of such equipment and fixtures at the time of the acquisition thereof; (k) deposits of money securing leases to which Borrower
is a party as lessee made in the ordinary course of business; and (l) Eligible Liens.


 



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“Permitted Policy Amendment”
is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by
the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority,
or (c) could not reasonably be expected to have a material adverse effect on the Lenders.


 


“Permitted SBIC Guarantee”
means a guarantee by the Borrower of SBA Indebtedness of an SBIC Subsidiary on SBA’s then applicable form; provided
that the recourse to the Obligors 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 clause (r) of
Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).


 


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


 


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


 


“Portfolio Company” means
the issuer or obligor under any Portfolio Investment held by any Obligor.


 


“Portfolio Company Data”
means historic (not to exceed 6 months) and pro-forma financial information and market data associated with a Portfolio Company
which has been delivered by such Portfolio Company to the Borrower (without independent substantive verification by the Borrower),
which may include pro-forma financial information in connection with, among other things, (a) an Investment that was originated
by the Borrower within the preceding twelve month period, (b) a Portfolio Company that has, within the preceding twelve month period,
been the acquirer of substantially all of the business assets or stock of another Person, (c) a Portfolio Company that has, within
the preceding twelve month period, been the target of an acquisition of substantially all of its business assets or stock, and/or
(d) a Portfolio Company that does not have an entire fiscal year under its current capital structure.


 


“Portfolio Investment”
means any Investment held by the Borrower and its Subsidiaries in their asset portfolio.


 


“Prime Rate” means the
rate of interest quoted in The Wall Street Journal, Money Rates Section, as the “U.S. Prime Rate” (or its successor),
as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually
charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at,
above, or below the Prime Rate.


 



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“Quarterly Dates” means
the last Business Day of March, June, September and December in each year, commencing on September 30, 2011.


 


“Quoted Investments” has
the meaning set forth in Section 5.12(b)(ii).


 


“Register” has the meaning
set forth in Section 9.04.


 


“Regulations D, T, U and X”
means, respectively, Regulations D, T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.


 


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


 


“Required Lenders” means,
at any time, subject to Section 2.16(b), Lenders having Revolving Credit Exposures and unused Commitments representing more than
50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided, that, (a) if there
are only three (3) Lenders at such time, “Required Lenders” shall mean Lenders having Revolving Credit Exposures
and unused Commitments representing more than 67% of the sum of the total Revolving Credit Exposures and unused Commitments at
such time and (b) if there are only two (2) Lenders at such time, “Required Lenders” shall mean all Lenders.


 


“Restricted Payment” means
any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital
stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock
of the Borrower; provided, for clarity, neither the conversion of convertible debt into capital stock nor the purchase,
redemption, retirement, acquisition, cancellation or termination of convertible debt made solely with capital stock shall be a
Restricted Payment hereunder.


 


“Revolver Termination Date”
means the date that is the two (2)three
year anniversary of the Effective Date, unless (i) extended pursuant to Section 2.06(g), if applicable,
or (ii)Amendment No. 1
Effective Date, unless extended with the consent of each Lender in its sole and absolute discretion.


 


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


 


“Revolving Percentage”
means, as of any date of determination, the result, expressed as a percentage, of the aggregate Revolving Credit Exposure on such
date divided by the aggregate outstanding Covered Debt Amount on such date.


 


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


 



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“Risk Factor” means, with
respect to any Portfolio Investment, for any calendar quarter, the risk factor set forth on Schedule 1.01(c) corresponding
to the Risk Factor Rating that has been most recently assigned to such Portfolio Investment by the Borrower in accordance with
the definition of Risk Factor Rating.


 


“Risk
Factor Rating” means,
with respect to any Portfolio Investment, a rating assigned by the Borrower from time to time to such Portfolio Investment
by, at the Borrower’s option, either (i) using a public rating of the Portfolio Company from Moody’s; (ii) using a
comparable shadow rating performed by a Moody’s analyst with respect to the Portfolio Company Data relating to such Portfolio
Investment; (iii) if such a public rating or comparable shadow rating referred to in clauses (i) and (ii) above is not available,
using a comparable rating determined by the Borrower inputting the Portfolio Company Data relating to such Portfolio Investment
into RiskCalc (Moody’s KMV Expected Default Frequency model); or (iv) determining a rating
by another method that has been approved for such Portfolio Investment by the Administrative Agent and Lenders (which approval,
for the avoidance of doubt, may be given electronically) holding not less than two-thirds of the total Revolving Credit Exposures
and unused Commitments.


 


“S&P” means Standard
& Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., a New York corporation, or any successor thereto.


 


“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) either (i) 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, or (ii) any wholly-owned Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated
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 SBA Indebtedness (provided that
such contribution is permitted by Section 6.03(f) and is made substantially contemporaneously with such incurrence), 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)          other
than pursuant to a Permitted SBIC Guarantee, neither the Borrower nor any of its Subsidiaries has any material contract, agreement,
arrangement or understanding with such Person other than on terms no less favorable to the Borrower or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the Borrower or such Subsidiary;


 



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(c)          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


 


(d)          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
any one or more of the Obligors; and(e)such Person does not own more than its respective pro-rata
share (based on the net asset value of such Person as of the date such investment was most recently made relative to the net asset
value as of such date of the Borrower and any other Subsidiary that owns any of the same class) of any class of Eligible Portfolio
Investment, unless any such higher allocation to any such Person (i) would otherwise have been excluded from the Borrowing Base
hereunder as a result of the application of any of the limitations set forth in Section 5.13, or (ii) would be appropriate in the
Borrower’s commercially reasonable judgment in order to maintain the Borrower’s compliance with
the Investment Company Act and the Investment Policies.


 


Any designation by the Borrower under clause
(y) above shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate
shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation complied
with the foregoing conditions.


 


“SEC” means the United
States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions thereof.


 


“Secured Longer-Term Indebtedness”
 means, as at any date, Indebtedness (other than Indebtedness hereunder
and under the Term Loan Credit Facility) of the Borrower (which may be Guaranteed by Subsidiary Guarantors) that (a)
has no amortization prior to, and a final maturity date not earlier than, six months after the Maturity Date
(it being understood that the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering
of such conversion and/or settlement thereof solely with Permitted Equity Interests) shall not constitute “amortization”
for the purposes of this definition), (b) is incurred pursuant to documentation containing other terms (including interest,
amortization, covenantsfinancial and other covenants,
covenants regarding the borrowing base, if any, portfolio valuations, and events of default,
but excluding interest) that are no more restrictive in any material respect upon the Borrower and its Subsidiaries,
prior to the Termination Date, than those set forth in this Agreement (it
being understood that put rights or repurchase or redemption obligations arising out of circumstances that would be Events of Default
under this Agreement shall not be deemed to be more restrictive for purposes of this definition) and (c) ranks pari
passu with the Loansobligations
under this Agreement and under the Term Loan Credit Facility and is not secured by any assets of any Person other than
any assets of any Obligor pursuant to the Security Documents and the holders of which have agreed,,
or the agent, trustee or representative of such holders, have agreed to either (x) be bound by the provisions of the Security Documents
by executing the joinder attached as Exhibit E to the Guarantee and Security Agreement or (y) be bound by the provisions of the
Security Documents in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent,
to be bound by the provisions of the Security Documents.
For the avoidance of doubt, Secured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension
of any Secured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy
the requirements of this definition.


 



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“Security Documents” means,
collectively, the Guarantee and Security Agreement, the Custodian Agreement, all Uniform Commercial Code financing statements filed
with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement, and all other
assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered at any time
by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security
for any of the Secured Obligations under and as defined in the Guarantee and Security Agreement.


 


“Senior Securities” means
senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued
to the Borrower thereunder).


 


“Solvent” means, with respect
to any Obligor, that as of the date of determination, both (a) (i) the sum of such Obligor’s debt and liabilities (including
contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (ii) such Obligor’s
capital is not unreasonably small in relation to its business as contemplated on the Amendment
No. 1 Effective Date and reflected in any projections delivered to the Lenders or with respect to any transaction contemplated
or undertaken after the Amendment No. 1 Effective Date, and
(iii) such Obligor has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur,
debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Obligor is “solvent”
within the meaning given to such term and similar terms under applicable laws relating to fraudulent transfers and conveyances.
For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light
of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No. 5).


 


“Standard
Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related
performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant
purchase price credits for breach of representations and warranties referred to in clause (c), and (c) representations, warranties,
covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in commercial
loan securitizations (in each case in clauses (a), (b) and (c) excluding obligations related to the collectability of the assets
sold or the creditworthiness of the underlying obligors and excluding obligations that constitute credit recourse).


 



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“Statutory Reserve Rate”
means, for the Interest Period for any Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest
Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently
referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant
to Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation
D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.


 


“Step-Down
Condition” means the date on which Stockholders’ Equity first exceeds $350,000,000.


 


“Stockholders’ Equity”
means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of stockholders’
equity for the Borrower and its Subsidiaries at such date.


 


“Structured
Subsidiaries” means a direct or indirect Subsidiary of the Borrower to which any Obligor sells, conveys or otherwise transfers
(whether directly or indirectly) Portfolio Investments, which engages in no material activities other than in connection with the
purchase or financing of such assets from the Obligors or any other Person, and which is designated by the Borrower (as provided
below) as a Structured Subsidiary, so long as:


 


(a)          no
portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (i) is Guaranteed by any Obligor
(other than Guarantees in respect of Standard Securitization Undertakings), (ii) is recourse to or obligates any Obligor in any
way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property of any Obligor (other than property
that has been contributed or sold or otherwise transferred to such Subsidiary in accordance with the terms Section 6.03(f)), directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings
or any Guarantee thereof;


 


(b)          no
Obligor has any material contract, agreement, arrangement or understanding with such Subsidiary other than on terms no less favorable
to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees
payable in the ordinary course of business in connection with servicing loan assets; and


 


(c)          no
Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain
levels of operating results.


 


Any
such designation by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative
Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge,
such designation complied with the 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. 


 



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“Subsidiary” means, with
respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein
to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment
held by the Borrower in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of
the Borrower. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means any Subsidiary that is or is required to be a Guarantor under the Guarantee and Security Agreement. It is understood and
agreed that, subject to Section 5.08(a), no Financing Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains
a Financing Subsidiary as defined and described herein.


 


“Taxes” means any and all
present or future taxes levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.


 


“Term
Loans” means the “Loans” as defined in the Term Loan Credit Facility.


 


“Term
Loan Credit Facility” means (i) the Senior Secured Term Loan Credit Agreement dated as of August 31, 2012 among the Borrower,
the lenders party thereto and ING Capital LLC, as administrative agent (the “Existing Term Loan Credit Agreement”)
and (ii) any amendment, modification, supplement, amendment and restatement, extension, refinancing or replacement of the Existing
Term Loan Credit Agreement, provided that any such amendment, modification, supplement, amendment and restatement, extension, refinancing
or replacement (a) has no amortization prior to, and a final maturity date not earlier than, six months after the Maturity Date,
(b) is incurred pursuant to documentation containing other terms (including financial and other covenants, covenants regarding
the borrowing base, if any, portfolio valuations, and events of default, but excluding interest) that are no more restrictive in
any material respect upon the Borrower and its Subsidiaries, while the Commitments are outstanding, than those set forth in the
Existing Term Loan Credit Agreement and (c) is not secured by any assets of any Obligor other than pursuant to the Security Documents
and the holders of which, or the agent, trustee or representative of such holders, have agreed to either (x) be bound by the provisions
of the Security Documents by executing the joinder attached as Exhibit E to the Guarantee and Security Agreement or (y) be bound
by the provisions of the Security Documents in a manner reasonably satisfactory to the Administrative Agent and the Collateral
Agent. 


 


“Term
Loan Indebtedness” means Indebtedness under the Term Loan Credit Facility and all agreements related thereto. 


 


“Termination Date” means
the date on which the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all
fees and other amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full (excluding, for the
avoidance of doubt, any amount in connection with any contingent, unasserted obligations).


 



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


 


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


 


“Undisclosed Administration”
means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian
or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is
subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed and such
appointment has not been publicly disclosed.


 


“Uniform Commercial Code”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“United States” means the
United States of America.


 


“Unquoted Investments”
has the meaning set forth in Section 5.12(b)(ii).


 


“Unsecured Longer-Term Indebtedness”
means any Indebtedness of the Borrower that (a) has no amortization or mandatory redemption, repurchase
or prepayment prior to, and a final maturity date not earlier than, six months after the Maturity Date
(it being understood that (i) the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering
of such conversion and/or settlement thereof solely with Permitted Equity Interests) shall not constitute “amortization”
for the purposes of this definition and (ii) any mandatory redemption, repurchase or prepayment obligation or put right that is
contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy)
shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding the foregoing, in this
clause (ii), the Borrower acknowledges that any payment prior to the Termination Date in respect of any such obligation or right
shall only be made to the extent permitted by Section 6.12)), (b) is incurred pursuant to terms that are substantially
comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good
faith by Borrower (other than financial covenants and events of default, which shall be no more restrictive upon the Borrower and
its Subsidiaries, prior to the Termination Date, than those
set forth in this Agreement) (it being understood that put rights or
repurchase or redemption obligations arising out of circumstances that would be Events of Default under this Agreement shall not
be deemed to be more restrictive for purposes of this definition), and (c) is not secured by any assets of any Person.
For the avoidance of doubt, Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension
of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy
the requirements of this definition.


 



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“Unsecured Shorter-Term Indebtedness”
means, collectively, (a) any Indebtedness of the Borrower or any Subsidiaryof
its Subsidiaries that is not secured by any assets of any Person and that does not constitute Unsecured Longer-Term
Indebtedness and (b) any Indebtedness of the Borrower or any Subsidiaryof
its Subsidiaries that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).
For the avoidance of doubt, Unsecured Shorter-Term Indebtedness shall also include any refinancing, refunding, renewal or extension
of any Unsecured Shorter-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to
satisfy the requirements of clause (a).


 


“U.S. Government Securities”
means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully
guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the
full faith and credit of the United States and in the form of conventional bills, bonds, and notes.


 


“Value” has the meaning
assigned to such term in Section 5.13.


 


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


 


Classification of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., an “ABR Loan”). Borrowings also
may be classified and referred to by Type (e.g., an “ABR Borrowing”).


 


Terms Generally. The definitions
of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a)
any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein), (c) 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, (d) 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
(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 



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Accounting Terms; GAAP. Except
as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the
Amendment No. 1 Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then Borrower,
Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of the Agreement
so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower's
financial condition shall be the same after such change to comply with GAAP as if such change had not been made; provided, however,
until such amendments to equitably reflect such changes are effective and agreed to by Borrower, Administrative Agent and the Required
Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and
applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary,
the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting
Standard No. 159 or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities
or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial
Accounting Standard No. 159 or Accounting Standard Codification 825.


 


THE CREDITS


 


The Commitments. Subject to
the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such
Lender’s Commitment, (b) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments
or (c) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.


 


Loans and Borrowings.


 


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


 


Type of Loans. Subject to Section
2.11, each Borrowing shall be constituted entirely of ABR Loans or of Eurocurrency Loans as the Borrower may request in accordance
herewith. Each Loan shall be denominated in Dollars. Each Lender at its option may make any Eurocurrency Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, and (ii) in exercising
such option, such Lender shall use reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which
obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased
costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the
event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.12 shall apply).


 



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Minimum Amounts. Each Borrowing
shall be in an aggregate amount of $1,000,000 or a larger multiple of $100,000; provided that an ABR Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be
outstanding at the same time.


 


Limitations on Interest Periods.
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurocurrency Borrowing
(or to elect to convert to or continue as a Eurocurrency Borrowing) if the Interest Period requested therefor would end after the
Maturity Date.


 


Requests for Borrowings.


 


Notice by the Borrower. To request
a Borrowing, the Borrower shall notify the Administrative Agent of such request by delivery of a signed Borrowing Request or by
telephone (followed promptly by delivery of a signed Borrowing Request) (i) in the case of a Eurocurrency Borrowing, not later
than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each
such request for a Borrowing shall be irrevocable.


 


Content of Borrowing Requests.
Each request for a Borrowing (whether a written Borrowing Request or a telephonic request) shall specify the following information
in compliance with Section 2.02:


 


the aggregate amount of
the requested Borrowing;


 


the date of such Borrowing,
which shall be a Business Day;


 


whether such Borrowing
is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


in the case of a Eurocurrency
Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period”
and permitted under Section 2.02(d); and


 


the location and number
of the Borrower’s account (or such other account(s) as the Borrower may designate in a written Borrowing Request accompanied
by information reasonably satisfactory to the Administrative Agent as to the identity and purpose of such other account(s)) to
which funds are to be disbursed, which shall comply with the requirements of Section 2.04.


 


Notice by the Administrative Agent
to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 








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Failure to Elect. If no election
as to the Type of a Borrowing is specified in a request for a Borrowing, then the requested Borrowing shall be a Eurocurrency Borrowing
having an Interest Period of one (1) month. If a Eurocurrency Borrowing is requested but no Interest Period is specified, the Borrower
shall be deemed to have selected an Interest Period of one (1) month’s duration.


 


Funding of Borrowings.


 





Funding by Lenders. Each Lender
shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to the account(s) designated by the Borrower in the applicable Borrowing Request.


 


Presumption by the
Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date
of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and, in reliance upon such assumption, the Administrative Agent may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate and (ii) in the case
of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.


 


Interest Elections.


 


Elections by the Borrower for Borrowings.
Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter,
subject to Section 2.05(e), the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue
such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Borrowing, may elect the Interest Period therefor,
all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
(except as provided under Section 2.11(b)), and the Loans constituting each such portion shall be considered a separate
Borrowing.


 



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Notice of Elections. To make
an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by delivery of a signed
Interest Election Request in a form approved by the Administrative Agent or by telephone (followed promptly, but no later than
the close of business on the date of such request, by a signed Interest Election Request in a form approved by the Administrative
Agent) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective date of such election. Each such telephonic and written notice
of election shall be irrevocable.


 


Content of Interest Election Requests.
Each telephonic and written notice of election pursuant to Section 2.05(b) shall specify the following information in compliance
with Section 2.02:


 


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


 


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


 


whether the resulting Borrowing
is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


if the resulting Borrowing
is a Eurocurrency Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated
by the definition of the term “Interest Period” and permitted under Section 2.02(d); provided that there shall
be no more than ten (10) separate Borrowings outstanding at any one time.


 


Notice by the Administrative Agent
to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable
Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


Failure to Elect; Events of Default.
If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior
to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to a Eurocurrency Borrowing having an Interest Period of one month. Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing shall, at the end of the applicable Interest Period
for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) the Borrower shall not be entitled to
elect to convert or continue any Borrowing into or as a Eurocurrency Borrowing.


 






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Termination, Reduction or Increase
of the Commitments.









 


Scheduled Termination.
Unless previously terminated in accordance with the terms of this Agreement, on the Revolver Termination Date the Commitments
shall automatically be reduced to an amount equal to the aggregate principal amount of the Loans of all Lenders outstanding on
the Revolver Termination Date and thereafter to an amount equal to the aggregate principal amount of the Loans outstanding after
giving effect to each payment of principal thereunder; provided that, for clarity, no Lender shall have any obligation
to make new Loans on or after the Revolver Termination Date, and any Loans outstanding on the Revolving Termination Date shall
be due and payable on the Maturity Date in accordance with Section 2.07.


 


Voluntary Termination or Reduction.
The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of
the Commitments pursuant to this Section 2.06(b) shall be in an amount that is $5,000,000 or a larger multiple of $1,000,000 in
excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment
of the Loans in accordance with Section 2.08, the total Revolving Credit Exposures would exceed the total Commitments.


 


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


 


Effect of Termination or Reduction.
Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among
the Lenders in accordance with their respective Commitments.


 




Call Protection.
If the Commitments are voluntarily terminated or reduced by the Borrower pursuant to Section 2.06(b) at any time on or prior to
the first anniversary of the Effective Date, the Borrower shall on the date of any such termination or reduction pay to the Administrative
Agent, for the ratable benefit of the Lenders, an amount equal to two percent (2%) of the aggregate principal amount of such termination
or reduction.[Intentionally Omitted].


 


Increase of the Commitments.


 


Requests for Increase
by Borrower. The Borrower may, at any time prior to the Revolver Termination Date, propose that the Commitments hereunder be
increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent
specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming
Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the
“Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of
such notice and thirty (30) days prior to the Revolver Termination Date; provided that each Lender may determine in its
sole discretion whether or not it chooses to participate in a Commitment Increase; provided, further that:


 






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(A)         the
minimum amount of the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing
Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000,


 


(B)         immediately
after giving effect to such Commitment Increase, the sum of (i) the
total Commitments of all of the Lenders hereunder shall not exceed $125,000,000and
(ii) the aggregate outstanding principal amount of the Term Loans as of the Commitment Increase Date shall not exceed the lesser
of (x) 100% of the Obligors’ Net Worth at such time and (y) $300,000,000;


 


(C)         each
Assuming Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed);


 


(D)         no
Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase;
and


 


(E)         the
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material
respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be
true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).


 




Effectiveness of Commitment
Increase by Borrower. On the Commitment Increase Date for any Commitment Increase, each Assuming Lender part of such Commitment
Increase, if any, shall become a Lender hereunder as of such Commitment Increase Date with Commitment in the amount set forth in
the agreement referred to in Section 2.06(f)(ii)(y) and the Commitment of any Increasing Lender part of such Commitment Increase
shall be increased as of such Commitment Increase Date to the amount set forth in the agreement referred to in Section 2.06(f)(ii)(y);
provided that:


 


(x)          the
Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date (or on
or prior to a time on an earlier date specified by the Administrative Agent) a certificate of a duly authorized officer of the
Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has
been satisfied; and


 


(y)          each
Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 11:00 a.m., New York City
time on such Commitment Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement,
in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective
as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment, as applicable, duly executed by such
Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent.


 






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Promptly following satisfaction of such conditions,
the Administrative Agent shall notify the Lenders (including any Assuming Lenders) thereof and of the occurrence of the Commitment
Increase Date by facsimile transmission or electronic messaging system.


 


Recordation into Register.
Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or any Increasing Lender, together
with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed,
(x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the
Borrower.


 


Adjustments of Borrowings
upon Effectiveness of Increase. On each Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans (if any)
in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment; provided that with respect
to subclauses (A) and (B), (x) the prepayment to, and Borrowing from, any existing Lender shall be effected by book entry to the
extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing
Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable
to the Administrative Agent, so that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with
the respective Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders the amounts,
if any, payable under Section 2.13 as a result of any such prepayment. Notwithstanding the foregoing, unless otherwise consented
in writing by the Borrower, no Commitment Increase Date shall occur on any day other than the last day of an Interest Period.


  


(g)          Borrower's
Limited Right to Extend Revolver Termination Date. So long as no Default or Event of Default has occurred and is continuing,
by written notice to the Administrative Agent no later than 90 days after the Effective Date, the Borrower may, in its sole and
absolute discretion and without premium or fee, elect to extend the Revolver Termination Date to the three (3) year anniversary
of the Effective Date; provided, that the Borrower may waive its rights under this Section 2.06(g) by written
notice to the Administrative Agent at any time prior to the end of such 90-day period. The Administrative Agent shall promptly
notify each Lender of any notice of election or waiver received by the Administrative Agent pursuant to this Section 2.06(g). If
the Administrative Agent receives such a notice of waiver, or if the Administrative Agent does not receive any notice of election
or waiver under this Section 2.06(g) within such 90-day period, then the Revolver Termination Date shall remain the two (2) year
anniversary of the Effective Date, unless
extended with the consent of each Lender in its sole and absolute discretion.


 






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Repayment of Loans; Evidence of
Debt.


 


Repayment. Subject to, and in
accordance with, the terms of this Agreement, the Borrower hereby unconditionally promises to pay to the Administrative Agent for
account of the Lenders the outstanding principal amount of the Loans on the Maturity Date.


 


Manner of Payment. Prior to
any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall
notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than the time set forth in Section
2.08(ef)
prior to the scheduled date of such repayment; provided that each repayment of Borrowings shall be applied to repay any
outstanding ABR Borrowings before any other Borrowings. If the Borrower fails to make a timely selection of the Borrowing or Borrowings
to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings and, second, to other Borrowings
in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest
Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing
(except as otherwise provided in Section 2.11(b)).


 







Maintenance of Records by Lenders.
Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 


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


 


Effect of Entries. The entries
made in the records maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence, absent
manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error.


 


Promissory Notes. Any Lender
may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered
assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes
in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted
registered assigns).


 






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Prepayment of Loans.


 


Optional Prepayments. The Borrower
shall have the right at any time and from time to time (but subject
to Section 2.08(e)) to prepay any Borrowing in whole or in part, without premium or fee (but subject to Section 2.13),
subject to the requirements of this Section. Each prepayment in part under this Section 2.08(a) shall be in a minimum amount of
$1,000,000 or a larger multiple of $100,000.


 




Mandatory Prepayments due to Borrowing
Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower
shall prepay (but subject to Section 2.08(e)) Loans in such
amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the
event that at any time any Borrowing Base Deficiency shall exist, within
5 Business Days, the Borrower shall (subject to Section 2.08(e))
either prepay (x) the Loans or
reduceso that the
Borrowing Base Deficiency is promptly cured or (y) the Loans and the Other Covered
Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured;
provided that the aggregate amount of such prepayment of Loans shall be at least equal to the Revolving
Percentage times the aggregate prepayment of the Covered Debt Amount; provided, however
that if within 5 business days of the occurrence of any Borrowing Base Deficiency
(and, as among the Loans and the Other Covered Indebtedness, at least ratably (based on the outstanding principal amount of such
indebtedness) as to payments of Loans in relation to Other Covered Indebtedness); provided, that if within such 5 Business Day
period, the Borrower shall present to the Administrative Agent a reasonably feasible plan that will enable any such
Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business
Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected
in accordance with such plan (subject, for the avoidance of doubt, to
the limitations as to the allocation of such prepayments set forth above in this Section 2.08(b)). Notwithstanding the
foregoing, the Borrower shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the
Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior
to the end of such 5 Business Day period (or, if applicable, such 30-
Business Day period), it is
shall constitute an Event of Default under clause (a) of Article VIII.


 


Mandatory Prepayments due to Certain
Events Following Availability Period. Subject to 2.08(e) below:


 


Asset Sales. In
the event that any Obligor shall receive any Net Asset Sale Proceeds at any time after the Availability Period, the Borrower shall,
no later than the third Business Day following the receipt of such Net Asset Sale Proceeds, prepay the Loans in an amount equal
to such Net Asset Sale Proceeds (and the Commitments shall be permanently reduced by such amount); provided
that with respect to Asset Sales of assets that are not Portfolio Investments, the Borrower shall not be required to prepay the
Loans unless and until (and to the extent that) the aggregate Net Asset Sale Proceeds relating to all such Asset Sales are greater
than $2,000,000.


 






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Extraordinary Receipts.
In the event (but only to the extent) that the aggregate Net Extraordinary Receipts received by the Obligors at any time after
the Availability Period exceed $2,000,000, the Borrower shall, no later than the third Business Day following the receipt of such
excess Net Extraordinary Receipts, prepay the Loans in an amount equal to such excess Net Extraordinary Receipts (and the Commitments
shall be permanently reduced by such amount).


 


Return of Capital.
In the event that any Obligor shall receive any Net Return of Capital at any time after the Availability Period, the Borrower shall,
no later than the third Business Day following the receipt of such Net Return of Capital, prepay the Loans in an amount equal to
100% of such Net Return of Capital (and the Commitments shall be permanently reduced by such amount).


  


Equity Issuances.
In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower
(other than up to $2,000,000 of proceeds from issuance(s) of Equity Interests to managers, partners, members, directors, officers,
employees or consultants of the Investment Advisor) at any time after the Availability Period, the Borrower shall, no
later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent
(50%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, premiums
and expenses directly associated therewith, including reasonable legal fees and expenses (and the Commitments shall be permanently
reduced by such amount).


 


Indebtedness. In
the event that any Obligor shall receive any Cash proceeds from the issuance of Indebtedness (excluding Hedging Agreements permitted
by Section 6.01 and other Indebtedness permitted by Section 6.01(g) and (h)) at any time after the Availability Period, such Obligor
shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to
such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, commissions,
premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the
Commitments shall be permanently reduced by such amount).


 


Mandatory Prepayment of Eurocurrency
Loans. If the Loans to be prepaid pursuant to Section 2.072.08(c)
are Eurocurrency Loans, the Borrower may defer such prepayment (and permanent Commitment reduction) until the last day of the Interest
Period applicable to such Loans, so long as the Borrower deposits an amount equal to an amount required to be prepaid, no later
than the third Business Day following the receipt of such amount, into a segregated collateral account in the name and under the
control (within the meaning of Section 9-104 of the Uniform Commercial Code) of the Administrative Agent pending application of
such amount to the prepayment of the Loans (and permanent reduction of the Commitments) on the last day of such Interest Period.


 






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(a)            Mandatory
Prepayments after the Occurrence and During the Continuance of Events of Default. Unless otherwise expressly provided in Section
8 of the Guaranty and Security Agreement, upon the occurrence and during the continuance of an Event of Default or an event of
default under the Term Loan Credit Facility, each mandatory and optional prepayment by the Borrower of the Loans shall, to the
extent required by the Term Loan Credit Facility, be made and applied ratably (based on the outstanding principal amounts of such
indebtedness) to the Loans and the Term Loans, except to the extent the Term Loan Credit Facility permits a greater proportion
of such prepayment to be applied to the Loans. 


 







(b)            (e)
Notices, Etc. The Borrower shall notify the Administrative Agent in writing or by telephone (followed promptly
by written confirmation) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing under Section 2.08(a),
not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment
of an ABR Borrowing under Section 2.08(a), or any prepayment under Section 2.08(b) or (c), not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment
date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided, that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section 2.06 and any such notices given in connection with
any of the events specified in Section 2.08(c) may be conditioned upon (x) the consummation of the Asset Sale or the issuance
of Equity Interests or Indebtedness (as applicable) or (y) the receipt of net cash proceeds from Net Extraordinary Receipts or
Net Return of Capital. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise
the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and shall be made in the
manner specified in Section 2.07(b).


 


Fees.


 


Commitment Fee. The Borrower
agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue at the Applicable Commitment
Fee Rate on the unused amount of the Commitment of such Lender, if any, on each day during the period from and including the Effective
Date to the earlier of the date the Commitments terminate and the Revolver Termination Date. Accrued commitment fees shall be payable
(x) on the Amendment No. 1 Effective Date, (y) within one
Business Day after each Quarterly Date and (z) on the earlier
of the date the Commitments terminate and the Revolver Termination Date, commencing on the first such date to occur after the Effective
Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitments shall
be deemed to be used to the extent of the outstanding Loans of all Lenders.


 


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


 






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Payment of Fees
and Expenses. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds,
to the Administrative Agent for distribution, in the case of commitment fees, to the Lenders entitled thereto. Fees paid shall
not be refundable under any circumstances absent manifest error. Any
fees representing the Borrower’s reimbursement obligations of expenses, to the extent requirements of invoice not otherwise
specified in this Agreement, shall be due (subject to the other terms and conditions contained herein) within ten Business Days
of the date that the Borrower receives from the Administrative Agent a reasonably detailed invoice for such reimbursement obligations.





 


Interest.


  


ABR Loans. The Loans constituting
each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.


 


Eurocurrency Loans. The Loans
constituting each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the related
Interest Period for such Borrowing plus the Applicable Margin.


 


Default Interest. Notwithstanding
the foregoing, if any Event of Default described in clause (a), (b), (d) (only with respect to Section 6.07), (h), (i), (j) or
(p) of Article VII has occurred and is continuing, or on demand of the Administrative Agent or the Required Lenders if any Event
of Default described in any other clause of Article VII has occurred and is continuing, or if the Covered Debt Amount exceeds the
Borrowing Base during the 30-Business Day period referred to in Section 2.08(b), the interest applicable to Loans shall accrue,
and any fee or other amount not paid when due by the Borrower hereunder shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of principal of any Loan, 2% plus the rate otherwise applicable to such Loan
as provided above, or (ii) in the case of any fee or other amount, 2% plus the rate applicable to ABR Loans as provided
in paragraph (a) of this Section.


 


Payment of Interest. Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in Dollars and upon termination in
full of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity
Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurocurrency Borrowing prior to the end of the Interest Period therefor, accrued
interest on such Borrowing shall be payable on the effective date of such conversion.


 


Computation. All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent and such
determination shall be conclusive absent manifest error.


 






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Section 1.02.         Eurocurrency
Borrowing Provisions.


 


(a)            SECTIONAlternate
Rate of Interest. If prior to the commencement of the Interest Period for any Eurocurrency Borrowing:


 


(i)            (a)
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate
and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(ii)         (b)
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Eurocurrency Loans included
in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders in writing or by telephone (promptly confirmed in writing) or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing
as, a Eurocurrency Borrowing and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii)
if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. Any such notice shall
set forth the basis for any such determination by the Administrative Agent or the Required Lenders, as applicable.


 


(b)          Illegality.
Without duplication of any other rights that any Lender has hereunder, if any Lender determines that any law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful for any Lender to make, maintain or fund Loans whose interest
is determined by reference to the LIBO Rate, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, then, on notice thereof by such Lender to the Borrower and the Administrative Agent, (i) any obligation
of such Lender to make or continue Eurocurrency Borrowings or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended,
and (ii) if such notice asserts the illegality of such Lender making or maintaining Eurocurrency Borrowings the interest rate
on which is determined by reference to the LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Borrowings
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) all Eurocurrency Borrowings
of such Lender shall automatically convert to ABR Borrowings (the interest rate on which ABR Borrowings of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBO Rate component
of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain
such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency
Borrowings and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the
LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such
Lender without reference to the LIBO Rate component thereof until the Administrative is advised in writing by such Lender that
it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBO Rate. Upon any such conversion,
the Borrower shall also pay accrued interest on the amount so converted.


 



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Increased Costs.


  


Increased Costs Generally. If
any Change in Law shall:


 


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


 


impose on any Lender or
the London interbank market any other condition, cost or expense (other
than (x) Covered Taxes and Other Taxes, in each case to the extent
covered by Section 2.14, and (y) Excluded Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender
or participation therein;


 


and the result of any of the foregoing shall be to increase
the cost to such Lenders of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Eurocurrency
Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise)
with respect to such Lender’s Eurocurrency Loans, then the Borrower will pay to such Lender, in Dollars, such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.


 


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


 




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


 


Delay in Requests. Failure or
delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that no Obligor shall be required to compensate a Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that
such Lender notifies the Borrower in writing of any such Change in Law giving rise to such increased costs or reductions.


 






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Break Funding Payments. In
the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period therefor
(including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of an Interest
Period therefor, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.08(df)
and is revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.17(b)
of any Eurocurrency Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, the loss
to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the
excess, if any, of


 


the amount of interest
that such Lender would pay for a deposit equal to the principal amount of such Loan referred to in clauses (a), (b), (c) or (d)
of this Section 2.13 denominated in Dollars for the period from the date of such payment, conversion, failure or assignment to
the last day of the then current Interest Period for such Eurocurrency Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the
interest rate payable on such deposit were equal to the Adjusted LIBO Rate for Dollars for such Interest Period, over


 


the amount of interest
that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such
period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits denominated in Dollars
from other banks in the Eurocurrency market at the commencement of such period.


 




Payments under this Section shall be made upon written request
of a Lender delivered to the Borrower not later than 30 Business Days following a payment, conversion, or failure to borrow, convert,
continue or prepay that gives rise to a claim under this Section, accompanied by a written certificate of such Lender setting forth
in reasonable detail the amount or amounts that such Lender is entitled to receive pursuant to this Section, which certificate
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within
10 days after receipt thereof.


 


Taxes.


  


Payments Free of Taxes. Any
and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without deduction for any Covered Taxes; provided that if the Borrower shall be required to deduct any
Covered Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 2.14) the Administrative Agent or Lender receives
an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law.


 






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Payment of Other Taxes by the Borrower.
In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


Indemnification by the Borrower.
The Borrower shall indemnify the Administrative Agent and each Lender for and, within 10 Business Days after written demand therefor,
pay the full amount of any Covered Taxes or Other Taxes (including Covered Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.14(c)) paid by the Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Covered 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 a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


Evidence of Payments. As soon
as practicable after any payment of Covered Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent. If the Borrower fails to pay any Covered Taxes or Other Taxes when due to the appropriate Governmental Authority or fails
to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify
the Administrative Agent and each Lender for any incremental taxes, interest or penalties that may become payable by the Administrative
Agent or such Lender as a result of such failure.


  


Foreign
Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced
rate.


 


In addition, any
Foreign Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent to determine whether or not such Foreign Lender is subject
to backup withholding or information reporting requirements.


 






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Without limiting the generality of the foregoing,
if the Borrower is resident for U.S. federal income tax purposes in the United States, (A) any Lender that is a “United States
person” as defined in section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior
to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the
Borrower or the Administrative Agent), executed originals of Internal Revenue Service Form W-9 or such other documentation or information
prescribed by applicable laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or
the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information
reporting requirement; and (B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but, in any
event, only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:






 


duly completed executed
originals of Internal Revenue Service Form W-8BEN or any successor form claiming eligibility for benefits of an income tax treaty
to which the United States is a party,


 


duly completed executed
originals of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in the United States,


 




in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate, signed
under penalties of perjury, to the effect that such Foreign Lender is not (1) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (B) duly completed
executed originals of Internal Revenue Service Form W-8BEN (or any successor form) certifying that the Foreign Lender is not a
United States Person, or


 


any other form including
Internal Revenue Service Form W-8IMY, as prescribed by applicable law as a basis for claiming exemption from or a reduction in
United States 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.


 


In addition, each
Foreign Lender shall deliver such forms promptly upon the expiration or invalidity of any form previously delivered
by such Foreign Lender; provided it is legally able to do so at the time.
Each Foreign Lender shall promptly notify the Borrower and the Administrative
Agent at any time that it becomes aware that it no longer satisfies the legal requirements to provide any previously delivered
form or certificate to the Borrower (or any other form of certification adopted by the U.S. or other taxing authorities for such
purpose).


 






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(a)          If
a payment made to a Lender under this Agreement 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 Administrative Agent and 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 Administrative Agent or the Borrower, at the time or times prescribed by law and at such time or times reasonably
requested by the Administrative Agent or the Borrower, as may be necessary for the Administrative Agent and the Borrower to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from any such payment. Solely for purposes of this Section 2.14(f), “FATCA”
shall include any amendment made to FATCA after the Amendment No. 1 Effective Date.


 







(b)          (f)
Treatment of Certain Refunds. If the Administrative Agent or any Lender determines, in its sole discretion,
that it has received a refund or credit of any Covered Taxes or Other Taxes as to which it has been indemnified by any Obligor
or with respect to which any Obligor has paid additional amounts pursuant to this Section 2.14, it shall pay to the Borrower an
amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by any Obligor
with respect to the Covered Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses
of the Administrative Agent or any Lender, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund or credit); provided that the Borrower, upon the request of the Administrative
Agent or any Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent or any Lender in the event the Administrative Agent
or any Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any
amount to the Borrower pursuant to this paragraph (g) the payment of which would place the Administrative Agent or such Lender
in a less favorable net position after-Taxes than the Administrative Agent or such Lender would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns or its books or records (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other Person.


 


Payments Generally; Pro Rata Treatment:
Sharing of Set-offs.


 


Payments by the Borrower. The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or under Section 2.12,
2.13 or 2.14, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon,
New York City time, on the date when due, in immediately available funds, without set-off,
deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided
in the relevant Loan Document and except payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03, which shall be made directly
to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any
other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension.


 






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All amounts owing under this Agreement (including
commitment fees, payments required under Sections 2.12 and 2.13 or under any other Loan Document (except to the extent otherwise
provided therein) are payable in Dollars.


 


Application of Insufficient Payments.
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then
due to such parties.


  


Pro Rata Treatment. Except to
the extent otherwise provided herein: (i) each Borrowing shall be made from the Lenders, each payment of commitment fee under Section
2.09 shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments under Section
2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts
of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of
their respective Commitments (in the case of the making of Loans) or their respective Loans that are to be included in such Borrowing
(in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower
shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held
by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Lenders pro rata in accordance
with the amounts of interest on such Loans then due and payable to the respective Lenders.


 


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


 






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Presumptions of Payment. Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent at the Federal Funds Effective Rate.


  


Certain Deductions by the Administrative
Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(a) or (b) or 2.15(e),
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.


 


Defaulting Lenders.


 


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


 


commitment fees pursuant to Section
2.09(a) shall cease to accrue on the unused portion of the Commitment of such Defaulting Lender to the extent and during the period
such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such commitment fee that otherwise would
have accrued and been required to have been paid to such Defaulting Lender to the extent and during the period such Lender is a
Defaulting Lender);


 


the Commitment and Revolving Credit
Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, two-thirds of the Lenders or the Required
Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment or
waiver pursuant to Section 9.02, except for any amendment or waiver described in Section 9.02(b)(i), (ii) or (iii)); provided
that any waiver, amendment or modification requiring the consent of all Lenders, two-thirds of the Lenders or each affected Lender
which affects such Defaulting Lender differently than other Lenders or affected Lender, as applicable, shall require the consent
of such Defaulting Lender.


 


In the event that the Administrative
Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par such of the Loans of the other Lenders
as the Administrative Agent shall determine may be necessary in order for the Lenders to hold the Loans in accordance with their
Applicable Percentage.


 






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Mitigation Obligations; Replacement
of Lenders.


 







Designation of a Different Lending
Office. If any Lender exercises its rights under Section 2.11(b)
or requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for account of any Lender pursuant to Section 2.14, then such Lender shall (at the request of the
Borrower) use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.12 or 2.14, as the case may be, in the future,
or eliminate the circumstance giving rise to such Lender exercising its rights under Section 2.11(b) and (ii) would
not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


Replacement of Lenders. If any
Lender exercises its rights under Section 2.11(b) or requests
compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for account of any Lender pursuant to Section 2.14, or if any Lender becomes a Defaulting Lender, or if any Lender becomes
a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received
the prior written consent of the Administrative Agent which consent shall not unreasonably be withheld or delayed, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder (excluding, for the avoidance of doubt, any payments under Section 2.06(e) hereof),
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments
required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


Defaulting Lenders. If any Lender
shall fail to make any payment required to be made by it pursuant to Section 2.04 or 9.03(c), then the Administrative Agent may,
in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative
Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account
as cash collateral for, and application to, any future funding obligations of such Lender under such Sections, in the case of each
of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 



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REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to the
Lenders that:


 


Organization; Powers. Each
of the Borrower and its Subsidiaries, as applicable, is duly organized or incorporated, validly existing and in good standing
under the laws of the jurisdiction of its organization or incorporation, has all requisite power and authority to carry on its
business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where the
failure to do so could reasonably be expected to result in a Material Adverse Effect.


 


Authorization; Enforceability.
The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and,
if required, by all necessary stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes,
and each of the other Loan Documents to which it is a party when executed and delivered will constitute, a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’
rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


Governmental Approvals; No Conflicts.
The Transactions (a) do not require any consent or approval of registration or filing with, or any other action by, any Governmental
Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and
recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate
any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries
or any order of any Governmental Authority (including the Investment
Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default
in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries
or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens
created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower
or any of its Subsidiaries.


 


Financial Condition; No Material
Adverse Effect.


 


Financial Statements. The
financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Section
4.01(c)Sections 5.01(a) and (b) as of and for the fiscal
year ended September 30, 2011 and as of and for the fiscal quarters ended March 31, 2012 and June 30, 2012
present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of
the Borrower and its consolidated Subsidiaries as of the end of and for the applicable period in accordance with GAAP,
subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes.
None of the Borrower or any of its Subsidiaries has any material contingent liabilities, material liabilities for taxes, material
unusual forward or material long-term commitments or material unrealized or anticipated losses from any unfavorable commitments
not reflected in the financial statements referred to above.


 






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No Material Adverse Effect.
Since December 31, 2010,September
30, 2011, there has not been any event, development or circumstance that has had or could reasonably be expected to
have a Material Adverse Effect.


 


Litigation. There are no
actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or,
to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (a) as to which
there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect or (b) that involve this Agreement or the
Transactions.


 


Compliance with Laws and Agreements.
Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. Neither the Borrower nor any of its Subsidiaries is subject to any contract or other arrangement, the performance of which
by the Borrower could reasonably be expected to result in a Material Adverse Effect.


 


Taxes. Each of the Borrower
and its Subsidiaries has timely filed or has caused to be timely filed all material U.S. federal, state and local Tax returns
that are required to be filed by it and all other material Tax returns that are required to be filed by it and has paid all Taxes
for which it is directly or indirectly liable and any assessments made against it or any of its property and all other Taxes,
fees or other charges imposed on it or any of its property by any Governmental Authority, other than any Taxes, fees or other
charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect
to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may
be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other
governmental charges are adequate. Neither the Borrower nor any of its Subsidiaries has given or been requested to give a waiver
of the statute of limitations relating to the payment of any federal, state, local and foreign Taxes or other impositions, and
no Tax lien has been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax assessment against
the Borrower or any of its Subsidiaries, and there is no basis for such assessment. The period within which United States federal
income Taxes may be assessed against any of the Borrower or any of its Subsidiaries has expired for all taxable years ending on
or before December 31, 2006.


 


ERISA. No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.


 






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Disclosure.


 





All
written reports, financial statements, certificates and other written information (other
than projected financial information, other forward-looking information,
information relating to third parties, and information of a general economic or general industry
nature) which has been made available to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with
the transactions contemplated by this Agreement or delivered under any Loan Document, taken as a whole, will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein
at the time made and taken as a whole (and after giving effect to all written updates provided
by the Borrower to the Administrative Agent for delivery to the Lenders from time to time) not misleading in light of the circumstances
under which such statements were made; and


 


All financial
projections, pro forma financial information and other forward-looking information which has been delivered to the Administrative
Agent or any Lender by or on behalf of Borrower in connection with the transactions contemplated by this Agreement or delivered
under any Loan Document are based upon good faith estimates and
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. 


  


Investment Company Act; Margin Regulations.


 


Status as Business Development Company.
The Borrower is an “investment company” that has elected to be regulated as a “business development company”
within the meaning of the Investment Company Act and, subject to the election referred to in Section
5.10, qualifies as a RIC (and has qualified as a RIC
at all times since June 13, 2012).


 


Compliance with Investment Company
Act. The business and other activities of the Borrower and its Subsidiaries do not result in a violation
or breach of the provisions of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, except
where such breaches or violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


Investment Policies. The Borrower
is in compliance in all material respects with the Investment Policies.


 


Use of Credit. Neither the Borrower
nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit
for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
any extension of credit hereunder will be used to buy or carry any Margin Stock. On the
Amendment No.1 Effective Date, neither the Borrower nor any of its Subsidiaries own any Margin Stock.


 






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Material Agreements and Liens.


 


Material Agreements. Schedule
3.11(a) is a complete and correct list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee,
letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment
for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries outstanding on the
Amendment No.1 Effective Date, and the aggregate principal or face amount outstanding or that is, or may become, outstanding
under each such arrangement is correctly described in Schedule 3.11(a).


 


Liens. Schedule 3.11(b)
is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Amendment
No.1 Effective Date covering any property of the Borrower or any of its Subsidiaries, and the aggregate Indebtedness
secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the
Amendment No.1 Effective Date is correctly described in Schedule 3.11(b).


 


Subsidiaries and Investments.


 





Subsidiaries. Set forth in Schedule
3.12(a) is a complete and correct list of all of the Subsidiaries of the Borrower as of the
Amendment No.1 Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such
Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held
by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed
in Schedule 3.12(a), as of the date hereofAmendment
No.1 Effective Date, (x) the Borrower owns, free and clear of Liens, and has the unencumbered right to vote, all outstanding
ownership interests in each Subsidiary shown to be held by it in Schedule 3.12(a), and (y) all of the issued and outstanding
capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable.


 


Investments. Set forth in Schedule
3.12(b) is a complete and correct list of all Investments (other than Investments of the types referred to in clauses (b),
(c), (d), (e) and (g) of Section 6.04) held by the Borrower or any of its Subsidiaries in any Person on the
Amendment No.1 Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such
Investment and (y) the nature of such Investment. Except as disclosed in Schedule 3.12(b), as of the
Amendment No.1 Effective Date each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than
Liens permitted pursuant to Section 6.02), all such Investments.


 


Properties.


  


Title Generally. Each of the
Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to
its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted
or to utilize such properties for their intended purposes.


 


Intellectual Property. Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.


 






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Solvency. On the
Amendment No.1 Effective Date, and upon the incurrence of any extension of credit hereunder, on any date on which
this representation and warranty is made, (a) the Borrower will be Solvent on a unconsolidated basis, and (b) each Subsidiary
Guarantor will be Solvent on a consolidated basis with the other Obligors.


  


Affiliate Agreements. As of
the Amendment No.1 Effective Date, the Borrower has heretofore
delivered to each of the Lenders true and complete copies of each of the Affiliate Agreements (including any schedules and exhibits
thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the
Amendment No.1 Effective Date, (a) each of the Affiliate Agreements is in full force and
effect, and (b) Medley Capital LLC (which, as of the Amendment
No.1 Effective Date, is under the Control of Brook Taube, Andrew Fentress and Seth Taube)
Controls the Investment Advisor.


 


Section 1.03.         Structured
Subsidiaries


 


(a)          There
are no agreements or other documents relating to any Structured Subsidiary binding upon the Borrower or any of its Subsidiaries
(other than such Structured Subsidiary) other than as permitted under the definition thereof.


 


(b)          The
Borrower has not Guaranteed the Indebtedness or other obligations in respect of any credit facility relating to the Structured
Subsidiaries, other than pursuant to Standard Securitization Undertakings.


 


CONDITIONS


 


Effective Date. The effectiveness
of this Agreement and of the obligations of the Lenders to make Loans hereunder shall not become effective until completion of
each of the following conditions precedent (unless a condition shall have been waived in accordance with Section 9.02):


 


Documents. Administrative Agent
shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent
(and to the extent specified below to each Lender) in form and substance:


 


Executed Counterparts.
From each party hereto either (1) a counterpart of this Agreement signed on behalf of such party or (2) written evidence satisfactory
to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party
has signed a counterpart of this Agreement.


 


Guarantee and Security
Agreement. The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security
Agreement.


 



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Opinion of Counsel to
the Borrower. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date)
of Morrison & Foerster LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent
and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to
deliver such opinion to the Lenders and the Administrative Agent).


 


Corporate Documents.
(v) Copies of the organizational documents of each Obligor certified as of a recent date by the appropriate governmental official,
(w) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party, (x)
resolutions of the board of directors or similar governing body of each Obligor approving and authorizing the execution, delivery
and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound
as of the Effective Date, certified as of the Effective Date by its secretary or an assistant secretary as being in full force
and effect without modification or amendment, (y) a good standing certificate from the applicable Governmental Authority of each
Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a
foreign corporation or other entity to do business, each dated a recent date prior to the Effective Date, and (z) such other documents
and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and
good standing of the Obligors, and the authorization of the Transactions, all in form and substance reasonably satisfactory to
the Administrative Agent and its counsel.


 


Officer’s Certificate.
A certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions
set forth in Sections 4.02(a), (b), (c) and (d).


 


Custodian Agreement.
A duly executed and delivered Custodian Agreement among the Borrower, the Collateral Agent and the Custodian and all other control
arrangements required at the time under this Agreement with respect to the Obligors’ other deposit accounts and securities
accounts.


 


Liens. The Administrative Agent
shall have received results of a recent lien search in each relevant jurisdiction with respect to the Obligors, confirming the
priority of the Liens in favor of the Collateral Agent created pursuant to the Security Documents and revealing no liens on any
of the assets of the Borrower or its Subsidiaries except for Liens permitted under Section 6.02 or Liens to be discharged on or
prior to the Effective Date pursuant to documentation satisfactory to the Administrative Agent. Subject to Section 5.08(c)(ii),
all UCC financing statements, control agreements and other documents or instruments required to be filed or executed and delivered
in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Collateral
(to the extent that such a security interest may be perfected by filing, possession or control under the Uniform Commercial Code
and as required by Section 5.08(c) and the Guarantee and Security Agreement) shall have been properly filed or executed and delivered
in each jurisdiction required.


 



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Financial Statements. The Administrative
Agent and the Lenders shall have received prior to the execution of this Agreement the consolidated statement of assets and liabilities
and the related consolidated statements of operations, changes in net assets and cash flows and related schedule of investments
of the Borrower and its Subsidiaries as of and for the fiscal quarter ended June 30, 2011, all certified in writing by a Financial
Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes. The Administrative Agent and the Lenders shall have received any other financial
statements of the Borrower and its Subsidiaries as they shall reasonably request.


 


Consents. The Borrower shall
have obtained and delivered to the Administrative Agent certified copies of all consents, approvals, authorizations, registrations,
or filings (other than any filing required under the Exchange Act or the rules or regulations promulgated thereunder, including,
without limitation, any filing required on Form 8-K) required to be made or obtained by the Borrower and all guarantors in connection
with the Transactions, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and
effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding
the Transactions or any transaction being financed with the proceeds of the Loans shall be ongoing. The Administrative Agent shall
have received any other evidence reasonably requested by and reasonably satisfactory to the Administrative Agent as to compliance
with all material legal and regulatory requirements applicable to the Borrower and its Subsidiaries and all legal and regulatory
requirements applicable to the Transactions.


 


No Litigation. There shall not
exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments pending or threatened
in any court or before any arbitrator or Governmental Authority that relates to the Transactions or that could have a Material
Adverse Effect.


 


Solvency Certificate. On
the Effective Date, the Administrative Agent shall have received a solvency certificate of the chief financial officer of the Borrower
dated as of the Effective Date and addressed to the Administrative Agent and the Lenders, and in form, scope and substance reasonably
satisfactory to Administrative Agent, with appropriate attachments and demonstrating that both before and after giving effect to
the Transactions, (a) the Borrower will be Solvent on a unconsolidated basis, and (b) each Subsidiary Guarantor will be Solvent
on a consolidated basis with the other Obligors.


 


Investment Policies. The Administrative
Agent shall have received the Investment Policies as in effect on the Effective Date in form and substance satisfactory to the
Administrative Agent.


 


Due Diligence. No information
shall have become available which the Administrative Agent believes has had, or could reasonably be expected to have, a Material
Adverse Effect or is inconsistent in a material and adverse manner with any information or materials previously provided to Administrative
Agent in connection with its due diligence review of the Borrower and its Affiliates.


 






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Fees and Expenses. The Borrower
shall have paid in full to the Administrative Agent and the Lenders all fees and expenses related to this Agreement owing on the
Effective Date, including any up-front fee due to any Lender on the Effective Date.


 


Default. No Default or Event
of Default shall have occurred and be continuing under this Agreement, nor any default or event of default that permits acceleration
of any Material Indebtedness, immediately before and after giving effect to the Transactions, any incurrence of Indebtedness hereunder
and the use of the proceeds hereof on a pro forma basis.


 


Evidence of Insurance. The Administrative
Agent shall have received a certificate from the Borrower’s insurance broker or other evidence reasonably satisfactory to
it that all insurance required to be maintained pursuant to the Loan Documents is in full force and effect.


 


Other Documents. The Administrative
Agent shall have received such other documents, instruments, certificates, opinions and information as the Administrative Agent
may reasonably request in form and substance satisfactory to the Administrative Agent.


 


The contemporaneous exchange and release of executed signature
pages by each of the Persons contemplated to be a party hereto shall render this Agreement effective and any such exchange and
release of such executed signature pages by all such persons shall constitute satisfaction or waiver (as applicable) of any condition
precedent to such effectiveness set forth above.


 


Each Credit Event. The obligation
of each Lender to make any Loan, including any such extension of credit on the Effective Date is additionally subject to the satisfaction
of the following conditions:


 


the representations and warranties
of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects
(other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and
correct in all respects) on and as of the date of such Loan, or, as to any such representation or warranty that refers to a specific
date, as of such specific date;


  


at the time of such Loan, no Default
shall have occurred and be continuing or would result from such Loan after giving effect thereto;


 


either (i) the aggregate Covered Debt
Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate
most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate
demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base
after giving effect to such extension of credit as well as any concurrent acquisitions of Portfolio Investments by the Borrower
or payment of outstanding Loans or Other Covered Indebtedness;


 


after giving effect to such extension
of credit, the Borrower shall be in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and
(e);


 


the proposed date of such extension
of credit shall take place during the Availability Period; 


 






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(f)          the
Administrative Agent shall have received satisfactory evidence that any existing “risk participation” has been converted
into direct loans by the Borrower or its Subsidiaries for any Eligible Portfolio Investment; and


 


(a)         (g)
in the case of the first Borrowing, the Administrative Agent shall have received a Borrowing Base Certificate
dated as of the date of the Borrowing Request, showing a calculation of the Borrowing Base as of the date thereof in form and
substance reasonably satisfactory to the Administrative Agent. 


 


Each Borrowing shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.


 


AFFIRMATIVE COVENANTS


 


Until the Termination Date, the Borrower covenants
and agrees with the Lenders that:


 


Financial Statements and Other
Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:


 







within 90 days after the end of each
fiscal year of the Borrower (commencing with the fiscal year ending September 30, 2011),
the audited consolidated statement of assets and liabilities and the related consolidated statements of operations, changes in
net assets and cash flows and related schedule of investments of the Borrower and its Subsidiaries as of the end of and for such
year, setting forth in each case in comparative form the figures for the previous fiscal year (to the extent full fiscal year information
is available), all reported on by Ernst and Young LLP or other independent public accountants of recognized national standing to
the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (which
report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph
of emphasis with respect to going concern); provided that the requirements set forth in this clause (a) may be fulfilled
by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form
10-K for the applicable fiscal year;


 


within 45 days after the end of each
of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing with the
fiscal quarter ending December 31, 2011), the consolidated statement of assets and liabilities and the related
consolidated statements of operations, changes in net assets and cash flows and related schedule of investments of the Borrower
and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth
in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities, as of the end of)
the corresponding period or periods of the previous fiscal year (to the extent such information is available for the previous fiscal
year), all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes; provided that the requirements set forth in this
clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower
with the SEC on Form 10-Q for the applicable quarterly period;


 






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concurrently
with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the
Borrower (i) to the extent the requirements in clause (a) and (b) are not fulfilled by the Borrower delivering the applicable report
delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial statements filed by the
Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth
reasonably detailed calculations demonstrating compliance with Sections 6.05(b) (except
that with respect to any certificate delivered in connection with the delivery of any financial statement under clause (b) of this
Section, instead of showing compliance with Section 6.05(b) the Borrower shall provide (A) a reasonably detailed calculation of
net investment income and taxable income of the Borrower for (x) the applicable quarterly period (the “testing quarter”)
and (y), as applicable, for the period commencing at the start of the applicable fiscal year of the Borrower (such fiscal year
shall be the year during which such testing quarter occurs) and ending on the last day of such testing quarter, (B) a statement
of the amount of distributions that the Borrower has made pursuant to Section 6.05(b), solely with respect to the net investment
income or taxable income of the Borrower for such fiscal year, for the period commencing at the start of such fiscal year and ending
on the last day of such testing quarter and (C) an estimate of what the Borrower in good faith believes will be the net investment
income and taxable income of the Borrower for the period commencing on the first day immediately following such testing quarter
and ending on the last day of such fiscal year) and 6.07 and (iv) stating whether any change
in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the
Amendment No. 1 Effective Date (but only if the Borrower has not previously reported such
change to the Administrative Agent and if such change has had a material effect on the financial statements) and, if any such change
has occurred (and has not been previously reported to the Administrative Agent), specifying the effect of such change on the financial
statements accompanying such certificate;


  


commencing
with the end of the month during which the first Borrowing Base Certificate is delivered pursuant to Section 4.02(g), as
soon as available and in any event not later than twenty (20) calendar days after the end of each monthly accounting period (ending
on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as of the last day of
such accounting period;


 


promptly but no later than two Business
Days after any Financial Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a
Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base Deficiency indicating
the amount of the Borrowing Base Deficiency as at the date such Financial Officer obtained knowledge of such deficiency and the
amount of the Borrowing Base Deficiency as of the date not earlier than two Business Days prior to the date the Borrowing Base
Certificate is delivered pursuant to this paragraph;


 






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promptly upon receipt thereof copies
of all significant and non-routine written reports submitted
to the management or board of directors of the Borrower by the Borrower’s independent public accountants in connection with
each annual, interim or special audit or review of any type of the financial statements or related internal control systems of
the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower
(other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary course, to the Borrower’s
audit committee);


 


promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other materials sent to stockholders and filed by the
Borrower or any of its Subsidiaries with the SEC or with any national securities exchange, as the case may be;


 







within 45 days after the end of each
fiscal quarter of the Borrower, all internal and external valuation reports relating to the Eligible Portfolio Investments (including
all valuation reports delivered by the Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments
in accordance with Section 5.12(b)(ii)(B)) and the underwriting memoranda for all Eligible Portfolio Investments included in such
valuation reports, along with any other information relating to the Eligible Portfolio Investments as reasonably requested by the
Administrative Agent or any Lender; provided that the underwriting memoranda for a particular Eligible Portfolio Investment
of an Obligor shall only be required to be delivered within 30 days of the initial closing of such Eligible Portfolio Investment
and at no other time;


 


to the extent not otherwise provided
by the Custodian, within thirty (30) days after the end of each month, updated copies of custody reports (including, to the extent
available, an itemized list of each Portfolio Investment held in any Custodian Account owned by the Borrower or any Subsidiaryof
its Subsidiaries) with respect to any custodian account owned by the Borrower or any of the Subsidiary Guarantors;


 


within 45 days after the end of each
fiscal quarter of the Borrower commencing with the first fiscal quarter to end on or after the date on which the Borrower has any
Financing Subsidiary, a certificate of a Financial Officer of the Borrower certifying that attached thereto is a complete and correct
description of all Portfolio Investments as of the date thereof, including, with respect to each such Portfolio Investment, the
name of the Borrower or Subsidiary holding such Portfolio Investment and the name of the Portfolio Company of such Portfolio Investment;
and


 


promptly following any request therefor,
such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries,
or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably
request.


 


Notices of Material Events.
TheUpon the Borrower
becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt
written notice of the following:


 


the occurrence of any Default (provided
that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default
shall not itself result in an Event of Default hereunder);


 






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the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates
that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;


 


the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower
and its Subsidiaries in an aggregate amount exceeding $2,500,000; and


 


any other development
(excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected
to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a
Material Adverse Effect.





 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the
event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Existence; Conduct of Business.
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to
the conduct of its business; provided that the foregoing shall not prohibit any transaction permitted under Section 6.03.


 


Payment of Obligations. The
Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual
obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings,
(b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP
and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.


 


Maintenance of Properties; Insurance.
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the
same or similar business, operating in the same or similar locations.


 


Books and Records; Inspection and
Audit Rights.


 


Books and Records; Inspection Rights.
The Borrower will, and will cause each of its Subsidiaries to, keep books of record and account in accordance with GAAP. The Borrower
will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice to the Borrower, to (i) visit and inspect its properties, to examine and make extracts from its books
and records, and (ii) discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested; provided that the Borrower or such Subsidiary shall be entitled to have its
representatives and advisors present during any inspection of its books and records or meeting with its independent accountants;
provided, further, that the Administrative Agent and the Lenders shall not conduct more than two (2) such visits
and inspections in any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent visits
and inspections during such calendar year.


 



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Audit Rights. The Borrower will,
and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent (including any consultants,
accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s
computation of the Borrowing Base and the assets included in the Borrowing Base (including, for clarity, audits of any Agency Accounts,
funds transfers and custody procedures), all at such reasonable times and as often as reasonably requested. The Borrower shall
pay the reasonable, documented fees and expenses of representatives retained by the Administrative Agent to conduct any such evaluation
or appraisal; provided that the Borrower shall not be required to pay such fees and expenses for more than one such evaluation
or appraisal during any calendar year unless an Event of Default has occurred and is continuing at the time of any subsequent evaluation
or appraisal during such calendar year. The Borrower also agrees to modify or adjust the computation of the Borrowing Base and/or
the assets included in the Borrowing Base, to the extent required by the Administrative Agent or the Required Lenders as a result
of any such evaluation or appraisal indicating that such computation or inclusion of assets is not consistent with the terms of
this Agreement; provided that if the Borrower demonstrates that such evaluation or appraisal is incorrect, the Borrower
shall be permitted to re-adjust its computation of the Borrowing Base.


 


Compliance with Laws and Agreements.
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment
Company Act (if applicable to such Person), and orders of any Governmental Authority applicable to it (including orders issued
by the SEC) or its property and all indentures, agreements and other instruments, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Certain Obligations Respecting Subsidiaries;
Further Assurances.





 


Subsidiary Guarantors.


 







In the event that (1) the
Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than a Financing Subsidiary), or that any other
Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary);
or (2(2) any Structured
Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (in which case such
Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (3) any SBIC Subsidiary
shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall
be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will, in each case, on or before
thirty (30) days following such Person becoming a Subsidiary or such Financing Subsidiary no longer qualifying as such, cause such
new Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”)
under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate
or other action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably
requested.


 






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(i)          The
Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each Structured Subsidiary as an Obligor
only for so long as such Person qualifies as a “Structured Subsidiary” pursuant to the definition thereof, and thereafter
such Person shall no longer constitute a “Structured Subsidiary” for any purpose of this Agreement or any other Loan
Document.


 


(ii)         (ii)
The Borrower acknowledges that the Administrative Agent and the Lenders have agreed to exclude each SBIC Subsidiary
as an Obligor only for so long as such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof,
and thereafter such Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any
other Loan Document.


 


Ownership of Subsidiaries. The
Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that
each of its Subsidiaries is a wholly owned Subsidiary; provided that the foregoing shall not prohibit any transaction permitted
under Sections 6.03 or 6.04, so long as after giving effect to such permitted transaction each of the remaining Subsidiaries is
a wholly owned Subsidiary.


 


Further Assurances. The Borrower
will, and will cause each of the Subsidiary Guarantors to, take such action from time to time as shall reasonably be requested
by the Administrative Agent to effectuate the purposes and objectives of this Agreement. Without limiting the generality of the
foregoing, the Borrower will, and will cause each of the Subsidiary Guarantors, to:


 


take such action from time
to time (including filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments,
security agreements and other instruments) as shall be reasonably requested by the Administrative Agent to create, in favor of
the Collateral Agent for the benefit of the Lenders (and any Affiliate thereof that is a party to any Hedging Agreement entered
into with the Borrower), the holders of the Term Loan Indebtedness
and the holders of any Secured Longer-Term Indebtedness, pursuant to
the Security Documents, perfected security interests and Liens in the Collateral; provided that any such security
interest or Lien shall be subject to the relevant requirements of the Security Documents;


 



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with respect to each deposit
account or securities account of the Obligors (other than (A) any such accounts that are maintained by the Borrower in its capacity
as “servicer” for a Financing Subsidiary or any Agency Account, (B) any such accounts which hold solely money or financial
assets of a Financing Subsidiary, (C) any payroll account so long as such payroll account is coded as such, (D) withholding tax
and fiduciary accounts or any trust account maintained solely on behalf of a Portfolio Investment, and (E) any account in which
the aggregate value of deposits therein, together with all other such accounts under this clause (E), does not at any time exceed
$75,000; provided that in the case of each of the foregoing clauses (A) through (E), no other Person (other than the depository
institution at which such account is maintained) shall have “control” over such account (within the meaning of the
Uniform Commercial Code), cause each bank or securities intermediary (within the meaning of the Uniform Commercial Code) to enter
into such arrangements with the Collateral Agent as shall be appropriate in order that the Collateral Agent has “control”
(within the meaning of the Uniform Commercial Code) over each such deposit account or securities account (each, a “Control
Account”) and in that connection, the Borrower agrees, subject to Sections 5.08(c)(iv) and (v) below, to cause all cash
and other proceeds of Portfolio Investments received by any Obligor to be immediately deposited into a Control Account (or otherwise
delivered to, or registered in the name of, the Collateral Agent) and, both prior to and following such deposit, delivery or registration
such cash and other proceeds shall be held in trust by the Borrower for the benefit of the Collateral Agent and shall not be commingled
with any other funds or property of such Obligor or any other Person (including with
any money or financial assets of the Borrower in its capacity as “servicer” for a Structured Subsidiary, or any money
or financial assets of a Structured Subsidiary, or any money or financial assets of the Borrower in its capacity as
an agent or administrative agent for any other Bank Loans (as defined in Section 5.13) subject to Section 5.08(c)(v) below);


 


cause the Financing Subsidiaries
to execute and deliver to the Administrative Agent such certificates and agreements, in form and substance reasonably satisfactory
to the Administrative Agent, as it shall determine are necessary to confirm that such Financing Subsidiary qualifies or continues
to qualify as a “Structured Subsidiary” or an
“SBIC Subsidiary”, as applicable, pursuant to
the definitiondefinitions
thereof;


 


in the case of any Portfolio
Investment consisting of a Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant
underlying loan documents and a Financing Subsidiary holds any interest in the loans or other extensions of credit under such loan
documents, (x)(1) cause the interest owned by such Financing Subsidiary to be evidenced by a separate note or notes which note
or notes are either (A) in the name of such Financing Subsidiary or (B) in the name of the Borrower, endorsed in blank and delivered
to the applicable Financing Subsidiary and beneficially owned by the Financing Subsidiary and (2) not
permit such Financing Subsidiary to have a participation acquired from an Obligor in such underlying loan documents and the extensions
of credit thereunder or any other indirect interest therein acquired from an Obligor; and (y) ensure that, subject to Section
5.08(c)(v) below, all amounts owing to any Obligor by the underlying borrower or other obligated party are remitted by such borrower
or obligated party (or the applicable administrative agents, collateral agents or equivalent Person) directly to the Custodian
Account and no other amounts owing by such underlying borrower or obligated party are remitted to the Custodian Account;


 



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in
the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any Bank Loan
(or is acting in an analogous agency capacity under any note purchase agreements with respect to any Mezzanine Investment) and
such Obligor does not hold all of the credit extended to the underlying borrower or issuer under the relevant underlying loan documents
or note purchase agreements, ensure that (1) all funds held by such Obligor in such capacity as agent or administrative agent is
segregated from all other funds of such Obligor and clearly identified as being held in an agency capacity (an “Agency Account”);
(2) all amounts owing on account of such Bank Loan or Mezzanine Investment by the underlying borrower or other obligated party
are remitted by such borrower or obligated party to either (A) such Agency Account or (B) directly to an account in the name of
the underlying lender to whom such amounts are owed (for the avoidance of doubt, no funds representing amounts owing to more than
one underlying lender may be remitted to any commingled account other than the Agency Account); and within one (1) Business Day
after receipt of such funds, such Obligor acting in its capacity as agent or administrative agent shall distribute any such funds
belonging to any Obligor to the Custodian Account (provided that if any distribution referred to in this clause (c) is not
permitted by applicable bankruptcy law to be made as a result of the bankruptcy of the underlying borrower, such Obligor shall
use commercially reasonable efforts to obtain permission to make such distribution and shall make such distribution as soon as
legally permitted to do so);


 


except as otherwise set
forth in clause Section 5.08(c)(iv) above, cause all Portfolio Investments held by an Obligor that are Bank Loans to be evidenced
by promissory notes in the name of such Obligor, cause such Obligor to be party to the underlying loan documents as a “lender”
having a direct interest (or a participation not acquired from an Affiliate) in such underlying loan documents and the extensions
of credit thereunder, and cause all such underlying loan and other documents relating to any such Portfolio Investment (including,
without limitation, such promissory notes that are owned by an Obligor) to be held by (x) the Collateral Agent or (y) the Custodian
pursuant to the terms of a Custodian Agreement and, unless delivered to the Collateral Agent, such Bank Loan shall be credited
to the Custodian Account; provided that Borrower’s obligation to deliver underlying documentation (other than promissory
notes, which must be delivered in the original) may be satisfied by delivery of copies of such underlying documentation; and


 




in the case of any Portfolio
Investment held by any Financing Subsidiary, including any cash collection related thereto, ensure that such Portfolio Investment
shall not be held in any Custodian Account, or any other account of any Obligor.


 


Use of Proceeds. The Borrower
will use the proceeds of the Loans only for general corporate purposes of the Borrower and its Subsidiaries (other than the Financing
Subsidiaries, except to the extent permitted by Section 6.03(f)) in the ordinary course of business, including making distributions
not prohibited by this Agreement and the acquisition and funding (either directly or through one or more wholly-owned Subsidiary
Guarantors) of leveraged loans, mezzanine loans, high-yield securities, convertible securities,
preferred stock, common stock and other Portfolio Investments; provided that neither the Administrative Agent
nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be
used in violation of applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying any Margin Stock. On the first day (if any) an Obligor acquires any Margin Stock or at any other time requested
by the Administrative Agent or any Lender, the Borrower shall furnish to the Administrative Agent and each Lender a statement
to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
U. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by
Margin Stock (within the meaning of Regulation U), or with the proceeds of equity capital of the Borrower.


 








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Status Of RIC and BDC. The
Borrower shall elect to be treatedat
all times maintain its status as a RIC under the Code at
the time it files its initial Federal income tax returns and at all times thereafter the Borrower shall maintain its status as
a RIC under the Code, and the Borrower shall at all times maintain its statusand
as a “business development company” under the Investment Company Act.


 


Investment Policies. The Borrower
shall at all times be in compliance in all material respects with its Investment Policies.


 


Portfolio Valuation and Diversification
Etc.; Risk Factor Ratings;


 


Industry Classification Groups.
For purposes of this Agreement, the Borrower shall assign each Eligible Portfolio Investment to an Industry Classification Group
as reasonably determined by the Borrower. To the extent that the Borrower reasonably determines that any Eligible Portfolio Investment
is not adequately correlated with the risks of other Eligible Portfolio Investments in an Industry Classification Group, such Eligible
Portfolio Investment may be assigned by the Borrower to an Industry Classification Group that is more closely correlated to such
Eligible Portfolio Investment. In the absence of any such correlation, the Borrower shall be permitted, upon notice to the Administrative
Agent for distribution to each Lender, to create up to three (3) additional industry classification groups for purposes of this
Agreement.


 


Portfolio Valuation Etc.


 


Settlement Date Basis.
For purposes of this Agreement, all determinations of whether a Portfolio Investment is an Eligible Portfolio Investment shall
be determined on a settlement-date basis (meaning that any Portfolio Investment that has been purchased will not be treated as
an Eligible Portfolio Investment until such purchase has settled, and any Eligible Portfolio Investment which has been sold will
not be excluded as an Eligible Portfolio Investment until such sale has settled); provided that no such investment shall
be included as an Eligible Portfolio Investment to the extent it has not been paid for in full.


 


Determination of Values.
For purposes of the Loan Documents, the Eligible Portfolio Investments shall be valued as follows:


 


(A)     
Quoted Investments External Review. With respect to Eligible Portfolio Investments (including Cash Equivalents)
for which market quotations are readily available (“Quoted Investments”), the Borrower shall, not less
frequently than once each calendar week, determine the market value of such Quoted Investments which shall, in each case, be
determined in accordance with one of the following methodologies as selected by the Borrower (each such value, an
“External Quoted Value”):


 



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(w)     in the case of public and
144A securities, the average of the bid prices as determined by two Approved Dealers selected by the Borrower,


 


(x)     in the case of Bank Loans,
the average of the bid prices as determined by two Approved Dealers selected by the Borrower,


 


(y)     in the case of any Quoted
Investment traded on an exchange, the closing price for such Eligible Portfolio Investment most recently posted on such exchange,
and


 


(z)    in the case of any other
Quoted Investment, the fair market value thereof as determined by an Approved Pricing Service; and


 


(B)       Unquoted Investments External
Review. With respect to Eligible Portfolio Investments for which market quotations are not readily available (“Unquoted
Investments”), the Borrower shall request an Approved Third-Party Appraiser to assist the Board of Directors of the Borrower
in determining the fair market value of such Unquoted Investments, as at the last day of each fiscal quarter following the Effective
Date (each such value, an “External Unquoted Value”) and to provide the Board of Directors with a written valuation
report as part of that assistance each quarter. Each such valuation report shall also include the information required to comply
with clause (iii) of paragraph 8 and paragraph 23 of Schedule 1.01(dD).


 


(C)      Internal Review. The
Borrower shall conduct internal reviews to determine the value of all Eligible Portfolio Investments at least once each calendar
week which shall take into account any events of which the Borrower has knowledge that adversely affect the value of any Eligible
Portfolio Investment (each such value, an “Internal Value”).


 


(D)      Value of Quoted Investments.
Subject to clauses (G) and (H) of this Section 5.12(b)(ii), the “Value” of each Quoted Investment for all purposes
of this Agreement shall be the lowest of (i) the Internal Value of such Quoted Investment as most recently determined by the Borrower
pursuant to Section 5.12(b)(ii)(C), (ii) the External Quoted Value of such Quoted Investment as most recently determined pursuant
to Section 5.12(b)(ii)(A), and (iii) the par or face value (or liquidation
preference or equivalent preference or priority in the case of Preferred Stock) of such Quoted Investment.


 


(E)      Value of Unquoted Investments.
Subject to clauses (G) and (H) of this Section 5.12(b)(ii), the “Value” of each
Unquoted Investment for all purposes of this Agreement shall be the lowest of (i) the Internal
Value of such Unquoted Investment as most recently determined by the Borrower pursuant to Section
5.12(b)(ii)(C), (ii) the External Unquoted Value of such Unquoted
Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), and (iii) the par or
face value of such Unquoted Investment; 


 



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(x)     if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower
pursuant to Section 5.12(b)(ii)(C) falls below the range of
the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), then
the “Value” of such Unquoted Investment for all purposes of this Agreement shall
be deemed to be the lower of (i) the Internal Value and (ii) the par or face value (or liquidation
preference or equivalent preference or priority in the case of Preferred Stock) of such Unquoted Investment;


 


(y)     if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C) falls
above the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B),
then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of
(i) the midpoint of the range of the External Unquoted Value and (ii) the par or face value (or liquidation preference or equivalent
preference or priority in the case of Preferred Stock) of such Unquoted Investment; and


 


(z)     if
the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C) is
within the range of the External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B),
then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of
(i) the Internal Value and (ii) the par or face value (or liquidation preference or equivalent preference or priority in the case
of Preferred Stock) of such Unquoted Investment;


 


except that:


 


(1)     prior
to September 30, 2011,if the difference between the
highest and lowest External Unquoted Value in such range exceeds an amount equal to 6% of the midpoint of such range,
the “Value” of anysuch
Unquoted Investment that was acquired prior to the Effective Date shall be the Internal Valueshall
instead be deemed to be the lowest of (i) the lowest External Unquoted Value in such range, (ii) the Internal Value determined
pursuant to Section 5.12(b)(ii)(C), and (iii) the par or face value (or liquidation preference or equivalent preference or priority
in the case of Preferred Stock) of such Unquoted Investment; and


 


(2)     if an Unquoted Investment
is acquired during a fiscal quarter, the “Value” of such Unquoted Investment shall be deemed to be equal to the lowest
of (x) the Internal Value of such Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the
cost of such Unquoted Investment until such time as the External Unquoted Value of such Unquoted Investment is determined in accordance
with Section 5.12(b)(ii)(B) as at the last day of such fiscal quarter, and (z) the par or face value
(or liquidation preference or equivalent preference or priority in the case of Preferred Stock) of such Unquoted Investment.


 



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(F)     Actions Upon a Borrowing
Base Deficiency. If, based upon such weekly internal review, the Borrower determines that a Borrowing Base Deficiency exists,
then the Borrower shall, promptly and in any event within two Business Days as provided in Section 5.01(e), deliver a Borrowing
Base Certificate reflecting the new amount of the Borrowing Base and shall take the actions, and make the payments and prepayments
(if any), all as more specifically set forth in Section 2.08(b).


 


(G)     Failure to Determine Values.
If the Borrower shall fail to determine the value of any Eligible Portfolio Investment as at any date pursuant to the requirements
(but subject to the exclusions) of the foregoing sub-clauses (A), (B), (C), (D) or (E), then the “Value” of such Eligible
Portfolio Investment as at such date shall be deemed to be zero.


 


(H)     Adjustment of Values.
Notwithstanding anything herein to the contrary, the Administrative Agent, in its sole and absolute discretion exercised in good
faith, may, orand
upon the request of Required Lenders, shall, revisereduce
the Value of any Eligible Portfolio Investment (in which case the “Value” of such Eligible Portfolio Investment shall
for all purposes hereof be deemed to be the Value assigned by the Administrative Agent) and/or exclude any Eligible Portfolio Investment
from the Borrowing Base entirely, so long as the aggregate reduction in the Borrowing Base resulting from all such revisions and
exclusions in any fiscal quarter does not exceed 10%. Any such revision or exclusion shall be effective ten Business Days after
the Administrative Agent’s delivery of notice thereof to the Borrower.


 


Investment Company Diversification
Requirements. The Borrower (together with its Subsidiaries to the extent required by the Investment
Company Act) will at all times comply with the portfolio diversification and similar requirements set forth in the Investment Company
Act applicable to business development companies. The Borrower will at all times, subject to applicable grace periods set forth
in the Code, comply with the portfolio diversification and similar requirements set forth in the Code applicable to RICs.


 


Calculation of Borrowing Base.
For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination,
as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance
Rate; provided that:


  


the Advance Rate applicable
to the aggregate Value of all Eligible Portfolio Investments in their entirety shall be 0% at any time when the Borrowing Base
is composed entirely of Eligible Portfolio Investments issued by less than 15 different Portfolio Companies;
provided that for the first 12 months following the Effective Date, the minimum number of Portfolio Companies may be
12 as long as the overall utilization of the Borrowing Base is less than 50% (for these purposes, utilization of the Borrowing
Base on any day means the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures
of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day);


 



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with respect to all Eligible
Portfolio Investments issued by a single Portfolio Company, the Advance Rate applicable to that portion of such Eligible Portfolio
Investments that exceeds 7.5% of the Obligors’ Net Worth shall be 0%; provided
that, during the first 12 months following the Effective Date, with respect to each of the four (4) largest Portfolio Companies
(based on the fair value of the Eligible Portfolio Investments), only that portion of the Eligible Portfolio Investments issued
by such Portfolio Company that exceeds 10% of the Obligors’ Net Worth shall have an Advance Rate of 0%;


 


if at any time the weighted
average Risk Factor of all Eligible Portfolio Investments in the Borrowing Base (based on the fair value of such Eligible Portfolio
Investments) exceeds 2950, the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from
the Collateral) to the extent necessary to cause the weighted average Risk Factor of all Eligible Portfolio Investments in the
Borrowing Base to be no greater than 2950 (subject to all other constraints, limitations and restrictions set forth herein);


 


the portion of the Borrowing
Base attributable to Eligible Portfolio Investments with a Risk Factor higher than 3490 shall not exceed 2025%
of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from
the Collateral) to the extent such portion would otherwise exceed 2025%
of the Borrowing Base;


 


the portion of the Borrowing
Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities or
First Lien Bank Loans shall not exceed 70% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio
Investments therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 70% of the Borrowing Base;


 


(c)     the
portion of the Borrowing Base attributable to Eligible Portfolio Investments that are Preferred Stock shall not exceed 15% of
the Borrowing Base and the Borrowing Base shall be reduced to the extent such portion would otherwise exceed 15% of the Borrowing
Base;


 


(d)     (f)
if at any time the Weighted Average Leverage Ratio is greater than 4.5, the Borrowing Base shall be reduced by
removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted
Average Leverage Ratio to be no greater than 4.5 (subject to all other constraints, limitations and restrictions set forth herein);


 


(e)     (g)
the portion of the Borrowing Base attributable to Eligible Portfolio Investments in the Largest Industry Classification
Group shall not exceed 25% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments
therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 25% of the Borrowing Base;


 



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(f)     (h)
the portion of the Borrowing Base attributable to Eligible Portfolio Investments in any single Industry Classification
Group (other than the Largest Industry Classification Group) shall not exceed 15% of the Borrowing Base and the Borrowing Base
shall be reduced by removing Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent such portion
would otherwise exceed 15% of the Borrowing Base;


 


(g)     (i)
if at any time the weighted average maturity of all Debt Eligible Portfolio Investments (based on the fair value
of such Eligible Portfolio Investments to the extent included in the Borrowing Base) exceeds five (5) years, the Borrowing Base
shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary
to cause the weighted average maturity of all Debt Eligible Portfolio Investments included in the Borrowing Base to be no greater
than five (5) years (subject to all other constraints, limitations and restrictions set forth herein);


 


(h)     (j)
the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than
7 years shall not exceed 15% of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments
therefrom (but not from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base;


 


(i)     (k)
the portion of the Borrowing Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans shall not
exceed 1520%
of the Borrowing Base and the Borrowing Base shall be reduced by removing Eligible Portfolio Investments therefrom (but not from
the Collateral) to the extent such portion would otherwise exceed 1520%
of the Borrowing Base;


 


(j)     (l)
if at any time the Weighted Average Fixed Coupon (after giving effect to any Hedge Agreement) is less than the
greater of (i) 8% and (ii) the one-month LIBO Rate plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible
Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon
to be at least equal to the greater of (x) 8% and (y) LIBO Rate plus 4.5% (subject to all other constraints, limitations and restrictions
set forth herein); and


 


(k)     (m)
if at any time the Weighted Average Floating Spread (after giving effect to any Hedge Agreement) is less than 4.5%,
the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to
the extent necessary to cause the Weighted Average Floating Spread to be at least 4.5% (subject to all other constraints, limitations
and restrictions set forth herein).


 


For all purposes of this Section 5.13, all
Portfolio Companies of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single Portfolio
Company (unless such Portfolio Companies are Affiliates of one another solely because they are under the common Control of the
same private equity sponsor or similar sponsor). In addition, as used herein, the following terms have the following meanings:


 



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“Advance Rate” means, as
to any Eligible Portfolio Investment and subject to adjustment as provided above, the following percentages with respect to such
Eligible Portfolio Investment; provided that the Advance Rate applicable to any Existing Affiliate Investment (only to the
extent such Existing Affiliate Investment is also otherwise an Eligible Portfolio Investment) shall be 67% of the Advance Rate
otherwise applicable thereto:


 


	Eligible Portfolio Investment	 	Unquoted	 	 	Quoted	 
	Cash and Cash Equivalents (including Short Term U.S. Government Securities)	 	 	n/a	 	 	 	100	%
	Long-Term U.S. Government Securities	 	 	n/a	 	 	 	85	%
	Performing First Lien Bank Loans	 	 	60	%	 	 	70	%
	Performing Second Lien Bank Loans	 	 	50	%	 	 	60	%
	Performing High Yield Securities	 	 	45	%	 	 	55	%
	Performing Mezzanine Investments and Performing Covenant-Lite Loans	 	 	40	%	 	 	50	%
	Performing PIK Obligations and Performing DIP Loans	 	 	35	%	 	 	40	%



 


“Bank Loans” means debt
obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings, the funded portion of
revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge
loans and senior subordinated loans) that are generally provided under a syndicated loan or credit facility.


 


“Capital Stock” of any
Person means any and all shares of corporate stock (however designated) of and any and all other Equity Interests and participations
representing ownership interests (including membership interests and limited liability company interests) in, such Person.


 


“Cash” has the meaning
assigned to such term in Section 1.01 of this Agreement.


 


“Cash Equivalents” has
the meaning assigned to such term in Section 1.01 of this Agreement.


 


“Covenant-Lite Loan” means
a Bank Loan that does not contain at least one financial maintenance covenant that is either (a) a total debt to EBITDA ratio of
no more than 5.5 to 1.0 or (b) a fixed charge coverage ratio of at least 1.0 to 1.0.


 


“Debt Eligible Portfolio Investment”
means an Eligible Portfolio Investment which is an Investment in Indebtedness.


 


“Defaulted Obligation”
means (a) any Investment in Indebtedness (i) as to which, (x) a default as to the payment of principal and/or interest has occurred
and is continuing for a period of thirty two (32) consecutive days with respect to such Indebtedness (without regard to any grace
period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders of such
Indebtedness have accelerated all or a portion of the principal amount thereof as a result of such default; (ii) as to which a
default as to the payment of principal and/or interest has occurred and is continuing on another material debt obligation of the
Portfolio Company under such Indebtedness which is senior or pari passu in right of payment to such Indebtedness; (iii) as to which
the Portfolio Company under such Indebtedness or others have instituted proceedings to have such Portfolio Company adjudicated
bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such Portfolio Company
has filed for protection under Chapter 11 of the United States Bankruptcy Code (unless, in the case of clause (ii) or (iii), such
debt is a DIP Loan, in which case it shall not be deemed to be a Defaulted Obligation under such clause); (iv) as to which a default
rate of interest has been and continues to be charged for more than 120 consecutive days, or foreclosure on collateral for such
debt has been commenced and is being pursued by or on behalf of the holders thereof; or (v) as to which the Borrower has delivered
written notice to the Portfolio Company declaring such Indebtedness in default or as to which the Borrower otherwise exercises
significant remedies following a default; and (b) Preferred Stock in respect of which the Portfolio Company has failed to meet
any scheduled redemption obligations or pay its latest declared cash dividend after the expiration of any applicable grace period
and such failure is continuing for a period of thirty two (32) consecutive days.


 



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“DIP Loan” means a Bank
Loan that is originated after the commencement of a case under Chapter 11 of the Bankruptcy Code by the Portfolio Company, which
is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor as defined in Section 101(13) of the
Bankruptcy Code in such case (a “Debtor”) organized under the laws of the United States or any state therein and domiciled
in the United States, the terms of which have been approved by an order of a United States Bankruptcy court of competent jurisdiction,
which order provides that (a) such DIP Loan is secured by liens on otherwise unencumbered property of the Debtor’s bankruptcy
estate pursuant to Section 364(c)(2) of the Bankruptcy Code, (b) such DIP Loan is secured by liens of equal or senior priority
on property of the Debtor's estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code, (c) such
DIP Loan is secured by junior liens on property of the Debtor’s bankruptcy estate already subject to a lien encumbered assets
(so long as such DIP Loan, including all interest and fees accruing thereon, is a fully secured claim within the meaning of Section
506 of the Bankruptcy Code), or (iv) if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains
priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code; provided that, (x)
not more than 50% of the proceeds of such loan are used to repay prepetition obligations owing to all or some of the same lender(s)
in a “roll-up” or similar transaction and (y) in the case of the origination or acquisition of any DIP Loan, the Borrower
does not have knowledge that the order set forth above is subject to any pending contested matter or proceeding (as such terms
are defined in the Federal Rules of Bankruptcy Procedure) or the subject of an appeal or stay pending appeal.


 


“Existing Affiliate Investments”
means the Portfolio Investments by any Obligor as existing as of the date of this AgreementEffective
Date (and any follow-on investments by any Obligor in the same Portfolio Companies) in (x) (i) Allied Cash Holdings
LLC, (ii) Applied Natural Gas Fuels, Inc., (iii) Bennu Glass, Inc., (iv) Velum Global Credit Management LLC and (v) Geneva Wood
Fuels LLC and (y) Aurora Flight Sciences if any follow-on investments are made by Medley Capital LLC or any of its Affiliates,
or any entities advised by any of the foregoing, in Aurora Flight Sciences.


 


“First Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest on all or substantially
all of the assets of the respective borrower and guarantors obligated in respect thereof, and which
has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings;
provided, however, that, in the case of accounts receivable and inventory
(and the proceeds thereof), such lien and security interest may be second in priority to
a Permitted Prior Working Capital Lien. 


 



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“Fixed Rate Portfolio Investment”
means a Debt Eligible Portfolio Investment that bears interest at a fixed rate.


 


“Floating Rate Portfolio Investment”
means a Debt Eligible Portfolio Investment that bears interest at a floating rate.


 


“High Yield Securities”
means debt Securities and Preferred Stock, in each case (a)
issued by public or private Portfolio Companies, (b) issued pursuant to an effective registration statement or pursuant to Rule
144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments
or Bank Loans.


 


“Long-Term U.S. Government Securities”
means U.S. Government Securities maturing more than three (3) months from the applicable date of determination,
so long as such securities have a credit rating of at least AAA from S&P and Aaa from Moody’s.


 


“Mezzanine Investments”
means (i) debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof))
and Preferred Stock, in each case (a) issued by public or private Portfolio Companies, (b) issued without registration
under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder),
(d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same Portfolio Company
and (ii) a Bank Loan that is not a First Lien Bank Loan or a Second Lien Bank Loan.


 


“Permitted Prior Working Capital
Lien” means, with respect to a Portfolio Company that is a borrower under a Bank Loan, a security interest to secure
a working capital facility for such Portfolio Company in the accounts receivable and inventory of such Portfolio Company and any
of its subsidiaries that are guarantors of such working capital facility; provided that (i) such Bank Loan has a second
priority lien on such accounts receivable and inventory, (ii) such working capital facility is not secured by any other assets
(other than a second priority lien, subject to the first priority lien
of the Bank Loan) and does not benefit from any standstill rights or other agreements
(other than customary rights) with respect to any other assets and (iii) the maximum principal amount of such working
capital facility is not at any time greater than 10% (or, for purposes of Section 5.13(e) only, 25%) of the aggregate enterprise
value of the Portfolio Company as determined by an Approved Third-Party Appraiser.


 


“Performing” means with
respect to any Eligible Portfolio Investment, such Eligible Portfolio Investment is not a Defaulted Obligation and does not represent
debt or Capital Stock of a Portfolio Company that has issued a Defaulted Obligation.


 


“Performing Covenant-Lite Loans”
means Covenant-Lite Loans that (a) are not PIK Obligations and (b) are Performing.


 


“Performing DIP Loans”
means DIP Loans that (a) are not PIK Obligations and (b) are not Defaulted Obligations.


 



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“Performing First Lien Bank Loans”
means First Lien Bank Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.


 


“Performing High Yield Securities”
means High Yield Securities that (a) are not PIK Obligations and (b) are Performing.


 


“Performing Mezzanine Investments”
means Mezzanine Investments that (a) are not PIK Obligations and (b) are Performing.


 


“Performing Second Lien Bank Loans”
means Second Lien Bank Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans and (b) are Performing.


 


“PIK Obligation” means
an obligation that provides that any portion of the interest accrued for a specified period of time or until the maturity thereof
is, or at the option of the Portfolio Company may be, added to the principal balance of such obligation or otherwise deferred and
accrued rather than being paid in cash; provided that any such obligation shall not constitute a PIK Obligation if it (a)
is a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at a rate of not less than
8% per annum or (b) is not a fixed rate obligation and requires payment of interest in cash on an at least semi-annual basis at
a rate of not less than 4.5% per annum in excess of the applicable index.


 


“Preferred Stock,” as applied
to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks
prior, as to the payment of dividends or as to the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock
of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred
and convertible preferred Capital Stock.


 


“Restructured
Investment” means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation
within the past six months, or (b) any Portfolio Investment that has in the past six months been (i) on cash non-accrual, or (ii)
amended or subject to a deferral or waiver the effect of which is to (1) change the amount of previously required scheduled debt
amortization (other than by reason of earlier repayment thereof) or (2) extend the tenor of previously required scheduled debt
amortization, in each case such that the remaining weighted average life of such Portfolio Investment is extended by more than
20%; provided that no Existing Affiliate Investment shall be deemed to be a Restructured Investment, unless either
(A) such Existing Affiliate Investment becomes a Defaulted Obligation after the date of this AgreementEffective
Date, or (B) either of clause (i) or (ii) above are true with respect to such Existing Affiliate Investment after the
date of this AgreementEffective
Date. A DIP Loan shall not be deemed to be a Restructured Investment, so long as it does not meet the conditions of
the definition of Restructured Investment.


 


“Second Lien Bank Loan”
means a Bank Loan (other than a First Lien Bank Loan) that is entitled to the benefit of a first and/or second lien and first and/or
second priority perfected security interest on all or substantially all of the assets of the respective
borrower and guarantors obligated in respect thereof. Second
Lien Bank Loans shall include first lien term loans that are part of a last out tranche (with the first out tranche entitled to
priority with respect to payments).


 



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“Securities” means common
and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships,
notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments
of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating
thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any
form of interest or participation therein, but not including Bank Loans.


 


“Securities Act” means
the United States Securities Act of 1933, as amended.


 


“Short-Term U.S. Government Securities”
means U.S. Government Securities maturing within three (3) months of the applicable date of determination,
so long as such securities have a credit rating of at least AAA from S&P and Aaa from Moody’s.


 


“Spread” means, with respect
to Floating Rate Portfolio Investments, the cash interest spread of such Floating Rate Portfolio Investment over the applicable
LIBO Rate; provided, that, in the case of any Floating Rate Portfolio Investment that does not bear interest by reference
to the LIBO Rate, “Spread” shall mean the cash interest spread of such Floating Rate Portfolio Investment over the
LIBO Rate in effect as of the date of determination for deposits in Dollars for a period of three (3) months.


 


“U.S. Government Securities”
has the meaning assigned to such term in Section 1.01 of this Agreement.


 


“Value” means, with respect
to any Eligible Portfolio Investment, the value thereof determined for purposes of this Agreement in accordance with Section 5.12(b)(ii).


 


“Weighted Average Fixed Coupon”
means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying
the cash interest coupon of each Fixed Rate Portfolio Investment included in the Borrowing Base as of such date by the outstanding
principal balance of such Fixed Rate Portfolio Investment as of such date, dividing such sum by the aggregate outstanding principal
balance of all such Fixed Rate Portfolio Investments and rounding up to the nearest 0.01%. For the purpose of calculating the Weighted
Average Fixed Coupon, all Fixed Rate Portfolio Investments that are not currently paying cash interest shall have an interest rate
of 0%.


 


“Weighted Average Floating Spread”
means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying,
in the case of each Floating Rate Portfolio Investment included in the Borrowing Base, on an annualized basis, the Spread of such
Floating Rate Portfolio Investments, by the outstanding principal balance of such Floating Rate Portfolio Investments as of such
date and dividing such sum by the aggregate outstanding principal balance of all such Floating Rate Portfolio Investments and rounding
the result up to the nearest 0.01%.


 


“Weighted Average Leverage Ratio”
means, as of any date of determination, the number obtained by summing the products obtained by multiplying, in the case of each
Debt Eligible Portfolio Investment included in the Borrowing Base, the leverage ratio (expressed as a number) for the Portfolio
Company of such Eligible Portfolio Investment through the tranche that includes the Borrower's Eligible Portfolio Investment, by
the fair value of such Eligible Portfolio Investment as of such date and dividing such sum by the aggregate of the fair values
of all such Eligible Portfolio Investments and rounding the result up to the nearest 0.01.


 



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NEGATIVE COVENANTS


 


Until the Termination Date, the Borrower covenants
and agrees with the Lenders that:


 


Indebtedness. The Borrower
will not nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:


 


Indebtedness created hereunder or under
any other Loan Document;


 


(i) Unsecured Shorter-Term Indebtedness
(including any refinancing or replacement thereof) in an
aggregate principal amount not to exceed $10,000,000 and (ii) Secured Longer-Term Indebtedness
(including any refinancing or replacement thereof), in each case, so long as (w) no Default exists at the time of the
incurrence, refinancing or replacement thereof, (x) on the
date of incurrence, refinancing or replacement thereof, the
Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) after giving effect
to the incurrence, refinancing or replacement thereof and
on the date of such incurrence, refinancing or replacement
the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and immediately
after giving effect to the incurrence, refinancing or replacement
thereof, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect, and (z) on the date theof
incurrence, refinancing or replacement thereof, the Borrower
delivers to the Administrative Agent and each Lender a Borrowing Base Certificate
as at such date demonstrating compliance with (or a certification that
the Borrower is in compliance with) subclause (y) after giving effect to such incurrence,
refinancing or replacement. For purposes of preparing such
Borrowing Base Certificate, (A) the fair market value of Quoted Investments shall be the most
recent quotation available for such Eligible Portfolio Investment and (B) the fair market value of Unquoted Investments shall be
the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent pursuant
to Section 5.01(d) or if an Unquoted Investment is acquired after the delivery of the Borrowing Base Certificate most recently
delivered, then the Value of such Unquoted Investment shall be the lower of the cost of such Unquoted Investment and the Internal
Value of such Unquoted Investment; provided, that the Borrower shall
reduce the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account
any events of which the Borrower has knowledge that adversely affect the value of such Eligible Portfolio Investment.


 


Unsecured Longer-Term Indebtedness
(including any refinancing or replacement thereof), so long as (x) no Default exists at the time of the incurrence,
refinancing or replacement thereof and (y) on the date of incurrence,
refinancing or replacement thereof, the Borrower is in pro forma compliance with each of the covenants set forth in
Sections 6.07(a), (b), (d) and (e) after giving effect to the incurrence,
refinancing or replacement thereof and on the date of such incurrence,
refinancing or replacement the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to
such effect;


 



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Indebtedness of Financing Subsidiaries;
provided that (i) on the date that such Indebtedness is incurred (for clarity, with respect to revolving loan facilities
or staged advance loan facilities, “incurrence” shall be deemed to take place at the time such facility is entered
into, and not upon each borrowing thereunder) the Borrower is in pro forma compliance with each of the covenants set forth in Sections
6.07(a), (b), (d) and (e) after giving effect to the incurrence thereof and on the date of such incurrence Borrower delivers to
the Administrative Agent a certificate of a Financial Officer to such effect, and (ii) in the case of revolving loan facilities
or staged advance loan facilities, upon each borrowing thereunder, the Borrower is in pro forma compliance with each of the covenants
set forth in Sections 6.07(a), (b), (d) and (e).


 


(x)
Other Permitted Indebtedness (other than Hedging Agreements
specifically provided for in the following clauses (y) and (z)) in an aggregate principal amount not to exceed $10,000,00010,000,000,
(y) Hedging Agreements entered into by Borrower or any Subsidiary (other than any Financing Subsidiary) in the ordinary course
of the Borrower’s financial planning and not for speculative purposes, the net amount of which does not exceed $10,000,000
(the net amount being determined, at any time, by the net amount such Person would be obligated for under any Hedging Agreement
as a result of a termination of such Hedging Agreement), or (z) Hedging Agreements entered into by any Financing Subsidiary in
the ordinary course of such Financing Subsidiary’s financial planning and not for speculative purposes;


 


repurchase obligations arising in the
ordinary course of business with respect to U.S. Government Securities;


 


obligations payable to clearing agencies,
brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business;


 


Indebtedness of an Obligor to any other
Obligor; and


 


obligations of the Borrower under a
Permitted SBIC Guarantee and obligations (including Guarantees) in respect
of Standard Securitization Undertakings; and


 


(a)        the
Term Loan Indebtedness, so long as (v) no Default exists at the time of the incurrence thereof, (w) after giving effect to the
incurrence thereof, the sum of (1) the total Commitments of all Lenders hereunder and (2) the aggregate outstanding principal
amount of the Term Loans as of such date of determination does not exceed the lesser of (i) 100% of the Obligors’ Net Worth
at such date and (ii) $300,000,000, (x) after giving effect to the incurrence thereof the Borrower is in pro forma compliance
with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) and on the date of such incurrence the Borrower delivers
to the Administrative Agent a certificate of a Financial Officer to such effect, (y) prior to and immediately after giving effect
to the incurrence thereof, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; and (z) on
the date of the incurrence thereof, the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate
as at such date demonstrating compliance with (or a certification that the Borrower is in compliance with) subclause (y) after
giving effect to such incurrence. 


 



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For
purposes of preparing the Borrowing Base Certificate described in clause (b) and (j) above,
(A) the fair market value of Quoted Investments shall be the most recent quotation available for such Eligible Portfolio Investment
and (B) the fair market value of Unquoted Investments shall be the Value set forth in the Borrowing Base Certificate most recently
delivered by the Borrower to the Administrative Agent pursuant to Section 5.01(d) or if an Unquoted Investment is acquired after
the delivery of the Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall be the
lower of the cost of such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that the Borrower shall
reduce the Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account
any events of which the Borrower has knowledge that adversely affect the value of such Eligible Portfolio Investment.


 


Liens. The Borrower will not,
nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset (including
Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of any thereof except:


 


any Lien on any property or asset of
the Borrower existing on the Amendment No. 1 Effective Date
and set forth in Schedule 3.11(b); provided that (i) no such Lien shall extend to any other property or asset of
the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the
Amendment No. 1 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof;


 


Liens created pursuant to the Security
Documents (including Liens with respect to the Term Loan Credit Facility);


 


Liens on assets owned by Financing
Subsidiaries;


 


Liens created
pursuant to the Security Documentssecuring Hedging Agreement
Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b)
(including Liens in favor of the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement);


 


Permitted Liens;


 


additional Liens securing Indebtedness
not to exceed $3,000,000 in the aggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of this
Agreement; and


 


Liens on Equity Interests in any SBIC
Subsidiary created in favor of the SBA.


 



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Fundamental Changes. The Borrower
will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, enter into any transaction of merger
or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower
will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, acquire any business or property from,
or capital stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments
and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation
of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of its
Subsidiaries (other than Financing Subsidiaries) to, convey, sell, lease, transfer or otherwise dispose of, in one transaction
or a series of transactions, any part of its assets (including, without limitation, Cash, Cash Equivalents and Equity Interests),
whether now owned or hereafter acquired, but excluding (x) assets (including Cash and Cash Equivalents
but excluding Portfolio Investments) sold or disposed of in the ordinary course of business of the Borrower and its Subsidiaries
(other than the Financing Subsidiaries) (including to make expenditures of cash in the normal course of the day-to-day business
activities of the Borrower and its Subsidiaries (other than the Financing Subsidiaries))
and (y) subject to the provisions of clauses (d) and (e) below, Portfolio Investments.


 


Notwithstanding the foregoing provisions of
this Section:


 


any Subsidiary of the Borrower may
be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction
shall be between a Subsidiary and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing
or surviving corporation;


 


any Subsidiary of the Borrower may
sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or any wholly owned Subsidiary Guarantor of the Borrower;


 


any Subsidiary of the Borrower may
be liquidated or dissolved; provided that (i) in connection with such liquidation or dissolution, any and all of the assets
of such Subsidiary shall be distributed or otherwise transferred to the Borrower or any wholly owned Subsidiary Guarantor of the
Borrower and (ii) the Borrower determines in good faith that such liquidation is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders;


 


the capital stock of any Subsidiary
of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor of the
Borrower;


 


the Obligors may sell, transfer or
otherwise dispose of Portfolio Investments (other than to a Financing Subsidiary) so long as prior to and after giving effect to
such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans
or Other Covered Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base;


 


the Obligors may sell, transfer or
otherwise dispose of Portfolio Investments, Cash and Cash Equivalents to a Financing Subsidiary so long as (i) prior to and after
giving effect to such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments or payment
of outstanding Loans or Other Covered Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists
and the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect, and (ii) either (x)
the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such release is not diminished as a
result of such release or (y) the Borrowing Base immediately after giving effect to such release is at least 120% of the Covered
Debt Amount; and


 



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(b)     the Borrower and its Subsidiaries
may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments
so long as the aggregate amount of all such sales, leases, transfer and dispositions does not exceed $5,000,000 in any fiscal year.


 


Investments. The Borrower will
not, nor will it permit any of its Subsidiaries to, acquire, make or enter into, or hold, any Investments except:


 


operating deposit accounts with banks;


 


Investments by the Borrower and the
Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;


 


Hedging Agreements entered into in
the ordinary course of the Borrower’s financial planning and not for speculative purposes;


 


Portfolio Investments by the Borrower
and its Subsidiaries to the extent such Portfolio Investments are permitted under the Investment Company Act (to the extent such
applicable Person is subject to the Investment Company Act) and the Investment Policies;


 


Equity Interests in (or capital contribution
to) Financing Subsidiaries acquired after the Effective Date to the extent not prohibited by Section 6.03(f);


 


Investments by any Financing Subsidiary
(subject to the limitations set forth in clause (e) of the definition of SBIC Subsidiary
or clause (d) of the definition of Structured Subsidiary, as applicable);


 


Investments in Cash and Cash Equivalents;


 


Investments described on Schedule 3.12(b)
hereto; and


 


additional Investments up to but not
exceeding $5,000,000 in the aggregate (for purposes of this clause (i), the aggregate amount of an Investment at any time shall
be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced,
contributed, transferred or otherwise invested that gives rise to such Investment, minus (B) the aggregate amount of dividends,
distributions or other payments received in cash in respect of such Investment; provided that in no event shall the aggregate
amount of any Investment be less than zero, and provided further that the amount of any Investment shall not be reduced
by reason of any write-off of such Investment, nor increased by way of any increase in the amount of earnings retained in the Person
in which such Investment is made that have not been dividended, distributed or otherwise paid out).


 



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Restricted Payments. The Borrower
will not, nor will it permit any of its Subsidiaries (other than the Financing Subsidiaries) to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that:


 


the Borrower may declare and pay dividends
with respect to the Equity Interests of the Borrower payable solely in additional shares of the Borrower’s common stock;


 


the Borrower may declare and pay dividends
and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in or
with respect to any taxable year of the Borrower (or any calendar year, as relevant) in amounts not to exceed 105the
higher of (x) the net investment income of the Borrower for the applicable fiscal year determined in accordance with GAAP and as
specified in the financial statements of the Borrower for such fiscal year and (y) 115% of the amounts that are required
to be distributed to: (i) allow the Borrower to satisfy the minimum distribution requirements imposed by Section 852(a) of the
Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable
year, (ii) reduce to zero for any such taxable year its liability for federal income taxes imposed on (y) its investment company
taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (z) its net capital gain pursuant to Section
852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero its liability for federal excise taxes for any such
calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto)
(such higher amount of (x) and (y), the “Required Payment Amount”), provided that, if at the time of any such dividend
or distribution, (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Covered Debt Amount does
not exceed 85% of the Borrowing Base calculated on a pro forma basis after giving effect to any such dividends and distributions,
then such dividends and distributions may be in amounts not to exceed 125% of the Required Payment Amount; and


 


the Subsidiaries of the Borrower may
declare and pay Restricted Payments to the Borrower or any Subsidiary Guarantor; and


 


the Obligors may make Restricted Payments
to repurchase Equity Interests of the Borrower from officers, directors and employees of the Investment Advisor or the Borrower
or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such
employees or termination of their seat on the Board of Directors of the Investment Advisor or the Borrower or any of its Subsidiaries,
in an aggregate amount not to exceed $500,000 in any calendar year with unused amounts in any calendar year being carried over
to succeeding calendar years subject to a maximum of $1,000,000 in any calendar year.


 


For the avoidance of doubt, the Borrower shall
not declare any dividend to the extent such declaration violates the provisions of the Investment Company Act applicable to it.


 


Certain Restrictions on Subsidiaries.
The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any
indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case
in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting
of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment,
transfer or other disposition of property, except for any prohibitions or restraints contained in (i)
any Indebtedness permitted under Section 6.01(b) or,
(c) or (j),
(ii) any Indebtedness permitted under Section 6.01(e) secured by a Lien permitted under Section 6.02(f) provided that such
prohibitions and restraints are applicable by their terms only to the assets that are subject to such Lien and (iii) any Indebtedness
permitted under Section 6.01(f) or (g) secured by a Permitted Lien; provided that such prohibitions and restraints are
applicable by their terms only to the assets that are subject to such Lien.


 



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Certain Financial Covenants.


 


Minimum Stockholder’s Equity.
The Borrower will not permit Stockholders’ Equity as of the last day of any fiscal quarter of the Borrower to be less than
the greater of (i) 55% of the total assets of the Borrower and its Subsidiaries as at the last day of such fiscal quarter (determined
on a consolidated basis, without duplication, in accordance with GAAP) and (ii) the sum of (x) $175,000,000210,830,000
plus (y) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after the
Amendment No. 1 Effective Date (other than the proceeds of sales of Equity Interests by and among the Borrower and its
Subsidiaries).


 


Asset Coverage Ratio. The Borrower
will not permit the Asset Coverage Ratio to be less than 2.25 to 1 at any time.


 


Consolidated Interest Coverage Ratio.
The Borrower will not permit the Consolidated Interest Coverage Ratio to be less than 2.50 to 1 as of the last day of any fiscal
quarter of the Borrower.


 


Liquidity Test The Borrower
will not permit the aggregate Value of the Eligible Portfolio Investments that can be converted to Cash in fewer than 10 Business
Days without more than a 5% change in price to be less than 10% of the Covered Debt Amount for more than 30 Business Days during
any period when the Adjusted Covered Debt Balance is greater than 90% of the Adjusted Borrowing Base.


 


Obligors’ Net Worth Test.
The Borrower will not permit the Obligors’ Net Worth to be less than $175,000,000 at any time.


 


Transactions with Affiliates.
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with any of its Affiliates,
even if otherwise permitted under this Agreement, except (i) transactions in the ordinary course of business at prices and on terms
and conditions not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction between an Obligor and a
non-Obligor Subsidiary, not less favorable to such Obligor) than could be obtained at the time on an arm’s-length basis from
unrelated third parties, (ii) transactions between or among the Obligors not involving any other Affiliate, (iii) transactions
between or among the Obligors and any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the
rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions not less favorable
to the Obligors than could be obtained at the time on an arm’s-length basis from unrelated third parties, (iv) Restricted
Payments permitted by Section 6.05, (v) the transactions provided in the Affiliate Agreements as the same may be amended in accordance
with Section 6.11(b) or (vi) existing transactions with Affiliates as set forth in Schedule 6.08.


 






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Lines of Business. The Borrower
will not, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than in accordance
with its Investment Policies.


 


No Further Negative Pledge.
The Borrower will not, and will not permit any of its Subsidiaries (other than Financing Subsidiaries) to, enter into any agreement,
instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any
Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any
security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other
Loan Documents, the Term Loan Credit Facility and all documents related
thereto and documents with respect to Indebtedness permitted under Section 6.01(b); (b) covenants in documents creating
Liens permitted by Section 6.02 (including covenants with respect to
Designated Indebtedness Obligations or Designated Indebtedness Holders under (and, in each case, as defined in) the Guarantee
and Security Agreement) prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained
in leases not subject to a waiver; and (d) any other agreement that does not restrict in any manner (directly or indirectly) Liens
created pursuant to the Loan Documents on any Collateral securing the “Secured Obligations” under and as defined in
the Guarantee and Security Agreement and does not require the direct or indirect granting of any Lien securing any Indebtedness
or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging
Agreement.


 


Modifications of Indebtedness and
Affiliate Agreements. The Borrower will not, and will not permit any of its Subsidiaries (other than Financing Subsidiaries)
to, consent to any modification, supplement or waiver of:


 


any of the provisions of any agreement,
instrument or other document evidencing or relating to any Term Loan
Indebtedness, Secured Longer-Term Indebtedness, Unsecured Longer-Term Indebtedness or Unsecured Shorter-Term Indebtedness
that would result in such Indebtedness not meeting the requirements of the definition of “Term
Loan Indebtedness”, “Secured Longer-Term Indebtedness”, “Unsecured Longer-Term Indebtedness”
andor “Unsecured
Shorter-Term Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless, in the case of Unsecured
Longer-Term Indebtedness, such Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term Indebtedness at
the time of such modification, supplement or waiver and the Borrower so designates such Indebtedness as “Unsecured Shorter-Term
Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Unsecured Shorter-Term Indebtedness”
for all purposes of this Agreement);


 


any of the Affiliate Agreements, unless
such modification, supplement or waiver is not materially
less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties.


 



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The Administrative Agent hereby acknowledges and agrees
that the Borrower may, at any time and from time to time, without the consent of the Administrative Agent, freely amend, restate,
terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted
pursuant to Section 6.01(d) and (e), including increases in the principal amount thereof, modifications to the advance rates and/or
modifications to the interest rate, fees or other pricing terms; provided that no such amendment, restatement or modification
shall, unless Borrower complies with the terms of Section 5.08(a)(i) hereof, cause a Financing Subsidiary to fail to be a “Financing
Subsidiary” in accordance with the definition thereof.


 


Payments of
Term Loans and Longer-Term Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries (other than
Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance
or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary payment or prepayment
of the principal of or interest on, or any other amount owing in respect of, any Term
Loan Indebtedness, Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other than (i)
the refinancing of Term Loan Indebtedness, Secured
Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness with
Term Loan Indebtedness, Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness permitted under Section
6.016.01, or (ii) with
the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to prepay Loans),
except for (a) regularly scheduled payments, prepayments or redemptions of principal and
of interest in respect thereof required pursuant to the instruments evidencing such Indebtedness
and the payment when due of the types of fees and expenses that are customarily paid in connection with such Indebtedness (it being
understood that: (w) the conversion features into Permitted Equity Interests under convertible notes; (x) the triggering of such
conversion and/or settlement thereof solely with Permitted Equity Interests; and (y) any cash payment on account of interest on
such convertible notes made by the Borrower in respect of such triggering and/or settlement thereof, shall be permitted under this
clause (a)), or (b) payments and prepayments of Term Loan
Indebtedness or Secured Longer-Term Indebtedness required to comply with requirements of Section 2.08(b),
and in the case of Term Loan Indebtedness, Section 2.08(e).


 


Modification of Investment Policies.
Other than with respect to Permitted Policy Amendments, the Borrower will not amend, supplement, waive or otherwise modify in any
material respect the Investment Policies as in effect on the Effective Date.


 


SBIC Guarantee. The Borrower
will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result
in any recourse to any Obligor under any Permitted SBIC Guarantee.


 


EVENTS OF DEFAULT


 


If any of the following events (“Events
of Default”) shall occur and be continuing:


 


the Borrower shall fail to pay any
principal of any Loan (including, without limitation, any principal payable under Section 2.08(b) or (c)) when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 



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


 


any representation or warranty made
or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other
Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or
thereof, shall prove to have been incorrect when made or deemed made in any material respect;


 


the Borrower shall fail to observe
or perform any covenant, condition or agreement contained in (i) Section 5.01(e), Section 5.02(a), Section 5.03 (with respect to
the Borrower’s and its Subsidiaries’ existence only, and not with respect to the Borrower’s and its Subsidiaries’
rights, licenses, permits, privileges or franchises), Sections 5.08(a) or (b), Section 5.10, Section 5.12(c) or in Article VI or
any Obligor shall default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement
or (ii) Section 5.01(f) or Sections 5.02(b), (c) or (d) and, in the case of this clause (ii), such failure shall continue unremedied
for a period of five or more days after the Borrower has knowledge of such failure;


 


the Borrower or any Obligor, as applicable,
shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in
clause (a), (b) or (d) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 30
or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;


 


the Borrower or any of its Subsidiaries
shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable, taking into account any applicable grace period;


 


any event or condition occurs that
(i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity, unless, in the case of this clause (ii), such event or condition is no longer
continuing or has been waived in accordance with the terms of such Material Indebtedness such that the holder or holders thereof
or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided
that this clause (g) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness; or (2) convertible debt that becomes due as a result of a contingent
mandatory conversion or redemption event provided such conversion or redemption is effectuated
only in capital stocksettled only with Permitted Equity
Interests.


 



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


 


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


 


the Borrower or any of its Subsidiaries
shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


one or more judgments for the payment
of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any
combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not
be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower
or any of its Subsidiaries to enforce any such judgment;


 


an ERISA Event shall have occurred
that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material
Adverse Effect;


 


an Investment Advisor Departure Event
shall occur;


 


a Change in Control shall occur;


 


any SBIC Subsidiary shall become the
subject of an enforcement action and be transferred into liquidation status by the SBA;


 


the Liens created by the Security Documents
shall, at any time with respect to Portfolio Investments held by Obligors having an aggregate Value in excess of 5% of the aggregate
Value of all Portfolio Investments held by Obligors, not be, valid and perfected (to the extent perfection by filing, registration,
recordation, possession or control is required herein or therein) in favor of the Collateral Agent (or any Obligor or any Affiliate
of an Obligor shall so assert in writing), free and clear of all other Liens (other than Liens permitted under Section 6.02 or
under the respective Security Documents), except to the extent that any such loss of perfection results from the failure of the
Collateral Agent to maintain possession of certificates representing securities pledged under the Guarantee and Collateral Agreement;


 



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except for expiration in accordance
with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect in
any material respect, or the enforceability thereof shall be contested by any Obligor, or there shall be any actual invalidity
of any guaranty thereunder or any Obligor or any Affiliate of an Obligor shall so assert in writing; or


 


the Borrower or any of its Subsidiaries
shall cause or permit the occurrence of any condition or event that would result in any recourse to any Obligor under any Permitted
SBIC Guarantee.


 


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


 


THE ADMINISTRATIVE AGENT


 


Appointment of the Administrative
Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto.


 


Capacity as Lender. The Person
serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiaryof
its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder.


 



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Limitation of Duties; Exculpation.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required
Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower
or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 


Reliance. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult with legal counsel, independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


Sub-Agents. The Administrative
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.


 



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Resignation; Successor Administrative
Agent. The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (provided that
no such consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless
become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2)
the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required
Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties
of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative
Agent.


 


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


 


Modifications to Loan Documents.
Except as otherwise provided in Section 9.02(b) or 9.02(c) with respect to this Agreement, the Administrative Agent may, with the
prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan
Documents; provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided
herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially
all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by
all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits
of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such
consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the
subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented.


 



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MISCELLANEOUS


 


Notices; Electronic Communications.


 


Notices Generally. Except in
the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopy or (to the extent permitted by Section 9.01(b)) e-mail, as follows:


 


if to the Borrower, to
it at:


 


Medley Capital Corporation

375 Park Ave, Suite 3304

New York, NY 10152


Attention: Richard Allorto


Telecopy Number: (212) 759-0091


Direct Telephone: (646) 465-7898

Main Telephone: (212) 759-0777


E-mail: rallorto@medleycapital.com


 


with
a copy to (which shall not

constitute notice):


 


Dechert
LLP


1095
Avenue of the Americas


New
York, NY 10036


Attention:
Jay R. Alicandri, Esq.


Telecopy
Number: 212-698-3599




 


if to the Administrative
Agent, to it at:


 


ING Capital LLC


1325 Avenue of the Americas


New York, New York 10019

Attention: Mark LaGreca

Telecopy Number: (646) 424 - 8223


Telephone Number:
(646) 815 - 3682


 



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with a copy to (which shall
not

constitute notice):


 


ING Capital LLC


1325 Avenue of the Americas


New York, New York 10019

Attention: Patrick Frisch

Telecopy Number: (646) 424-6919


Telephone Number:
(646) 424-6912


 


with a copy to (which shall
not

constitute notice):






 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Terry E. Schimek, Esq.

Telecopy Number: (212) 757-3990

Telephone Number: (212) 373-3005


 


 


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


 


Any party hereto may change its address or
telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices
and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have
been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b)
below, shall be effective as provided in said paragraph (b).


 


Electronic Communications. Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender pursuant to Section 2.04 if such Lender has notified the Administrative Agent that it
is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 



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Documents to be Delivered under
Sections 5.01 and 5.12(a). For so long as a DebtdomainTM or equivalent website is available to each of the Lenders hereunder,
the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under Sections 5.01 and
5.12(a) by delivering one hard copy thereof to the Administrative Agent and either an electronic copy or a notice identifying the
website where such information is located for posting by the Administrative Agent on DebtdomainTM or such equivalent website;
provided that the Administrative Agent shall have no responsibility to maintain access to DebtdomainTM or an equivalent
website.


 


Waivers; Amendments.








 


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


 


Amendments to this Agreement.
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent
of the Required Lenders; provided that, subject to Section 2.16(b), no such agreement shall


 


increase the Commitment
of any Lender without the written consent of such Lender,


 


reduce the principal amount
of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby,


 


postpone the scheduled
date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable to a Lender hereunder, or reduce
the amount or waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby,


 



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change Section 2.15(b),
(c) or (d) in a manner that would alter the pro rata sharing of payments, or making of disbursements, required thereby without
the written consent of each Lender affected thereby,


 


change any of the provisions
of this Section or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender, or


 


permit the assignment or
transfer by the Borrower of any of its rights or obligations under any Loan Document without the consent of each Lender;


 


provided further that (x) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the
Administrative Agent, and (y) the consent of Lenders holding not less than two-thirds of the total Revolving Credit Exposures and
unused Commitments will be required for (A) any change adverse to the Lenders affecting the provisions of this Agreement relating
to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii), and (B) any release of
any material portion of the Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents
(subject to Section 9.02(c)(ii)).


 


Amendments to Security Documents.
No Security Document nor any provision thereof may be waived, amended or modified, nor may the
Liens thereofexcept to the extent otherwise expressly
contemplated by the Guaranty and Security Agreement, and the Liens granted under the Guaranty and Security Agreement may not
be spread to secure any additional obligations (including any increase in Loans hereunder
and in Term Loans under the Term Loan Credit Facility, but excluding any such increase pursuant to (x)
a Commitment Increase under Section 2.06(f) to an amount not greater than $125,000,000and/or
(y) a commitment increase permitted under the Term Loan Credit Facility to an amount such that immediately after giving effect
to such increase(s), the sum of (i) the total Commitments of all of the Lenders hereunder and (ii) the aggregate outstanding principal
amount of the Term Loans as of the date of such increase is not greater than the lesser of (x) 100% of the Obligors’ Net
Worth at such date and (y) $300,000,000) except to the extent otherwise expressly contemplated
by the Guaranty and Security Agreement with respect to Secured Longer-Term Indebtedness
permitted to be incurred hereunder andor
except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with
the consent of the Required Lenders; provided that, subject to Section 2.16(b), (i) without the written consent of the holders
of not less than two-thirds of the total Revolving Credit Exposures and unused Commitments, no such
agreementwaiver, amendment or modification to the Guaranty
and Security Agreement shall (A) release any Obligor representing more than 10% of the Stockholder’s Equity of
the Borrower from its obligations under the Security Documents, (B) release any guarantor representing more than 10% of the Stockholder’s
Equity of the Borrower under the Guarantee and Security Agreement from its guarantee obligations thereunder, or (C) amend the definition
of “Collateral” under the Security Documents (except to add additional collateral) and (ii) without the written consent
of each Lender, no such agreement shall (W) release all or substantially all of the Obligors from their respective obligations
under the Security Documents, (X) release all or substantially all of the collateral security or otherwise terminate all or substantially
all of the Liens under the Security Documents, (Y) release all or substantially all of the guarantors under the Guarantee and Security
Agreement from their guarantee obligations thereunder, or (Z) alter the relative priorities of the obligations entitled to the
Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with
the Loans and other obligations hereunder) with respect to the collateral security provided thereby; except that no such consent
described in clause (i) or (ii) above shall be required, and the Administrative Agent is hereby authorized (and so agrees with
the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property
(and to release any such guarantor) that is the subject of either a disposition of property permitted hereunder or a disposition
to which the Required Lenders have consented, or otherwise in accordance with Section 9.15.


 



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Replacement of Non-Consenting Lender.
If, in connection with any proposed amendment, waiver or consent requiring (i) the consent of “each Lender” or “each
Lender affected thereby,” or (ii) the consent of “two-thirds of the holders of the total Revolving Credit Exposures
and unused Commitments”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not
obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrower shall have the right, at its sole cost and expense, to replace each such Non-Consenting Lender or Lenders with
one or more replacement Lenders pursuant to Section 2.17(b) so long as at the time of such replacement, each such replacement Lender
consents to the proposed change, waiver, discharge or termination.


 


Expenses; Indemnity; Damage Waiver.


 


Costs and Expenses. The Borrower
shall pay (i) all reasonable documented and out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral
Agent and their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel for the Administrative
Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel), in connection with the syndication
of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this
Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented and out-of-pocket
expenses incurred by the Administrative Agent or any Lender, including the reasonable and documented fees, charges and disbursements
of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection
with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made,
including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iii)
and all reasonable documented and out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with
any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document
referred to therein.


 



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Indemnification by the Borrower.
The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower
to the extent provided in Section 2.14), including the reasonable and documented fees, charges and disbursements of any counsel
for any Indemnitee (other than the allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the willful misconduct or gross negligence of such Indemnitee.


 


The Borrower shall not be liable to any Indemnitee
for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions
asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be
deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.


 


Reimbursement by Lenders. To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a)
or (b) of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative
Agent, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in
its capacity as such.


 


Waiver of Consequential Damages,
Etc. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of; this Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.


 


Payments. All amounts due under
this Section shall be payable promptly after written demand therefor.


 


Successors and Assigns.


 



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Assignments Generally. The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section (and any attempted assignment or transfer by any Lender which is not in accordance with this Section shall be
treated as provided in the last sentence of Section 9.04(b)(iii)). 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 Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


Assignments by Lenders.


 


Assignments Generally.
Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)
with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:


 


(A)         the
Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of
a Lender, or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five
(5) Business Days after having received written notice thereof; and


 


(B)         the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to an
Affiliate of a Lender with prior written notice by such Lender to the Administrative Agent.


 


Certain Conditions to
Assignments. Assignments shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that
no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


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


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially
the form of Exhibit A hereto, together with a processing and recordation fee of $3,500 (which fee shall not be payable in
connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not
be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and


 



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(D)         the
assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


Effectiveness of Assignments.
Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13,
2.14 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph
(f) of this Section.


 


Maintenance of Registers by Administrative
Agent. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices
in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amount and “stated
interest” for tax purposes of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Registers” and each individually, a “Register”). The entries in the Registers shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded
in the Registers pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Registers shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


Acceptance of Assignments by Administrative
Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing
and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained
therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 



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Special Purposes Vehicles. Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (an “SPC”) owned or administered by such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or any part of any Loan that
such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein shall constitute a commitment
to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of
such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii)
the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the
restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.12 (or
any other increased costs protection provision), 2.13 or 2.14. Each SPC shall be conclusively presumed to have made arrangements
with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the
Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be
entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of
a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made
by the Granting Lender.


 


Each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full
of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against,
such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws
of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting
Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense
arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary
contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial
institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC
or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in
derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC
or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which
the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner
described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or
provider of a surety, guarantee or credit or liquidity enhancement to such SPC.


 


Participations. Any Lender may
sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the
Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (g) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section
2.15(d) as though it were a Lender hereunder.


 



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Limitations on Rights of Participants.
A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were
a Lender.


 


Certain Pledges. Any Lender
may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party
hereto.


 


No Assignments or Participations
to the Borrower or Affiliates or Certain Other Persons. Anything in this Section to the contrary notwithstanding, no Lender
may (i) assign or participate any interest in any Commitment or Loan held by it hereunder to the Borrower or any of its Affiliates
or Subsidiaries without the prior consent of each Lender, or (ii) assign any interest in any Commitment or Loan held by it hereunder
to a natural person or to any Person known by such Lender at the time of such assignment to be a Defaulting Lender, a Subsidiary
of a Defaulting Lender or a Person who, upon consummation of such assignment would be a Defaulting Lender.


 


Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement
or any provision hereof.


 



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Counterparts; Integration; Effectiveness;
Electronic Execution.


 


Counterparts; Integration; Effectiveness.
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 any separate
letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and 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. This Agreement shall become effective when provided in Section
4.01, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic mail shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


Electronic Execution of Assignments.
The words “execution,” “signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.


 


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


 


Right of Setoff. If an Event
of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrowerany
Obligor against any of and all the obligations of the Borrowerany
Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender
agrees promptly to notify the Borrower after any such set-off and application made by such Lender; provided that the failure
to give such notice shall not affect the validity of such set-off and application


 



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Governing Law; Jurisdiction; Etc.


 


Governing Law. This Agreement
shall be construed in accordance with and governed by the law of the State of New York.


 


Submission to Jurisdiction.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusiveexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, 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 be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.


 


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


 


Service of Process. Each party
to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


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 OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 



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Judgment Currency. This is a
loan transaction in which the specification of Dollars and payment in New York City is of the essence, and Dollars shall be the
currency of account in all events relating to Loans. The payment obligations of the Borrower under this Agreement shall not be
discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise,
to the extent that the amount so paid on conversion to Dollars and transfer to New York City under normal banking procedures does
not yield the amount of Dollars in New York City due hereunder. If for the purpose of obtaining judgment in any court it is necessary
to convert a sum due hereunder into another currency (the “Other Currency”), the rate of exchange that shall
be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars
with the Other Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower
in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in
this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering
such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged
to be due hereunder in the Other Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer
Dollars to New York City with the amount of the Other Currency so adjudged to be due; and the Borrower hereby, as a separate obligation
and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand,
in Dollars, the amount (if any) by which the sum originally due to such Entitled Person in Dollars hereunder exceeds the amount
of Dollars so purchased and transferred.


 


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


 


Treatment of Certain Information;
Confidentiality.


 


Treatment of Certain Information.
The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided
to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or
more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered
to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender
to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization
shall survive the repayment of the Loans, and the Commitments or the termination of this Agreement or any provision hereof.


 



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Confidentiality. Each of the
Administrative Agent (including in its capacity as the Collateral Agent) and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any
other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action
or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) to
any lender under the Term Loan Credit Facility and the administrative agent and collateral agent for such lenders (subject, in
each case, to an agreement containing provisions substantially the same as those of this Section (which may include the Term Loan
Credit Facility if it contains confidentiality provisions substantially the same as those of this Section)), (h) with
the consent of the Borrower or (h,
(i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans, (ii)
the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to
the Loans, (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower, or (k) in connection with
the Lenders’ right to grant security interest pursuant to Section 9.04(h) to the Federal Reserve Bank or any other central
bank, or subject to an agreement containing provisions substantially the same as those of this Section, to any other pledgee or
assignee pursuant to Section 9.04(h).


 


For purposes of this Section, “Information”
means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries
or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in the case of
information received from the Borrower or any of its Subsidiaries after the Effective Date, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


USA PATRIOT Act. Each Lender
hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance
with said Act.


 


Termination. Promptly upon the
Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral
Agent and the Lenders, deliver to Borrower such termination statements and releases and other documents necessary or appropriate
to evidence the termination of this Agreement, the Loan Documents, and each of the documents securing the obligations hereunder
as the Borrower may reasonably request, all at the sole cost and expense of the Borrower.


 


[Signature pages follow]


 



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


 


	 	MEDLEY CAPITAL CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to the Credit Agreement]


 



    	 



    	 



    

 


	 	ING CAPITAL LLC, as Administrative Agent and a Lender
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


[Signature Page to the Credit Agreement]


 



    	 



    	 



    

 


	 	Goldman Sachs Bank USA, as a Lender
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


[Signature Page to the Credit Agreement]


 



    	 



    	 



    

 


	 	UBS Loan Finance LLC, as a Lender
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


[Signature Page to the Credit Agreement]