EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT
NO. 2 TO SENIOR 
 SECURED REVOLVING CREDIT AGREEMENT 

This AMENDMENT NO. 2 (this “Amendment), dated as of August 21, 2014, is made with respect to the Senior Secured Revolving
Credit Agreement, dated as of December 4, 2013 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of December 30, 2013, and as further amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the several banks and other financial institutions 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 with respect to Section 2.8, SIC RT1 LLC (the “Subsidiary Guarantor”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby). 

W I T N E S S E T H: 

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 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 (i) deleting
Schedules 1.01(b), 1.01(c) and 1.01(d) thereto and replacing them with Schedules 1.01(b), 1.01(c) and 1.01(d) attached to Exhibit A hereto, and (ii) by adding Schedule 3.11(c) attached to Exhibit A 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 the Subsidiary 






 
Guarantor 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 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. 
 (b) 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. 

(c) Officer’s Certificate. The Borrowers shall have delivered an Officer’s Certificate demonstrating
compliance with Section 2.06(f)(ii)(x) of the Credit Agreement (as amended by this Amendment). 
 (d) 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 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: 

(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. 
 (c) No Default or Event of Default has occurred or is continuing under the Credit
Agreement. 

  
 2 







 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 or 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. 

2.8. Consent and Affirmation. 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 (including the New Lenders becoming Lenders under the Credit Agreement as described in
Section 2.10, (b) agrees that the 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 the Subsidiary Guarantor) and affirms its
obligations under 

  
 3 







 
the 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 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. 

2.9. Reallocation of Commitments. On the Effective Date, the Borrower shall (A) prepay the Loans (if any) that are outstanding
immediately prior to the Effective Date in full and (B) simultaneously borrow new Loans under the Credit Agreement in an amount equal to such prepayment; provided that with respect to subclauses (A) and (B), (x) the prepayment
to, and borrowing from, any Lender may, at the discretion of the Administrative Agent, 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
Lenders shall make and receive payments among themselves, as administered by and 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 (as set forth in Schedule 1.01(b) of the Credit Agreement). Each of the Lenders agrees to waive repayment of the amounts, if any, payable under Section 2.13 of the Credit Agreement as a result of, and solely in
connection with, such prepayment. 
 2.10. New Lenders 

(a) On the Effective Date, substantially contemporaneously with the reallocation described in Section 2.9 each person
identified as a “New Lender” on the signature pages hereto (each, a “New Lender”) shall make a payment to the Administrative Agent, for the account of the other Lenders, in an amount calculated by the Administrative Agent
in accordance with such section, so that after giving effect to such payment and to the distribution thereof to other Lenders, the Loans are held ratably by the Lenders in accordance with the respective Commitments of such Lenders. 

(b) As of the Effective Date, each New Lender shall become a Lender under the Credit Agreement and shall have all the rights
and obligations of a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto. 

(c) Each New Lender (a) represents and warrants that (i) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (ii) it has received a copy of the Credit Agreement, together with copies of 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 (if any) as of and for the fiscal quarter ended March 31, 2014,
delivered pursuant to Section 5.01(a) thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to make such Loans on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their


  
 4 







 
terms all of the obligations by which the terms of the Loan Documents are required to be performed by it as a Lender. 

[Signature pages follow] 

  
 5 







 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. 
  

			
	SIERRA INCOME CORPORATION, as Borrower
		
	By:	 	 /s/ Richard T. Allorto, Jr.

	Name:	 	 Richard T. Allorto, Jr.

	Title:	 	 Chief Financial Officer

	
	SIC RT1 LLC, as Subsidiary Guarantor
		
	By:	 	 /s/ Richard T. Allorto, Jr.

	Name:	 	 Richard T. Allorto, Jr.

	Title:	 	 Chief Financial Officer



 [Signature Page to Amendment No. 2] 






 
			
	ING CAPITAL LLC, as Administrative Agent and a Lender
		
	By:	 	 /s/ Patrick Frisch

	Name:	 	 Patrick Frisch, CFA

	Title:	 	 Managing Director



  

			
	
		
	By:	 	/s/ Kunduck Moon
	Name:	 	Kunduck Moon
	Title:	 	Managing Director


 [Signature Page to Amendment No. 2] 






 
			
	EVERBANK COMMERCIAL FINANCE, INC., as a Lender
		
	By:	 	 /s/ Chris Tucker

	Name:	 	 Chris Tucker

	Title:	 	 Managing Director



 [Signature Page to Amendment No. 2] 






 
			
	BLUE HILLS BANK, as a Lender
		
	By:	 	 /s/ Kelley Keefe

	Name:	 	 Kelley Keefe

	Title:	 	 Vice President



 [Signature Page to Amendment No. 2] 






 
			
	CALIFORNIA BANK AND TRUST, as a Lender
		
	By:	 	 /s/ Matthew Smith

	Name:	 	 Matthew Smith

	Title:	 	 Vice President



 [Signature Page to Amendment No. 2] 






 
			
	CITY NATIONAL BANK, as a Lender
		
	By:	 	 /s/ Eric Lo

	Name:	 	 Eric Lo

	Title:	 	 Vice President



 [Signature Page to Amendment No. 2] 






 
			
	FIRST NIAGRA COMMERCIAL FINANCE, INC., as a Lender
		
	By:	 	 /s/ Danielle Prentis

	Name:	 	 Danielle Prentis

	Title:	 	 Vice President



 [Signature Page to Amendment No. 2] 






 
			
	KEYBANK, N.A., as a New Lender
		
	By:	 	 /s/ Richard Andersen

	Name:	 	 Richard Andersen

	Title:	 	 Designated Signer



 [Signature Page to Amendment No. 2] 






 Exhibit A 






 EXECUTION VERSION 

(CONFORMED THROUGH AMENDMENT NO. 1) 
  

 
  

SENIOR SECURED 
 REVOLVING CREDIT
AGREEMENT 
 dated as of 

December 4, 2013 
 as amended
by Amendment No. 1, 
 dated as of December 30, 2013, 

as amended by Amendment No. 2, 

dated as of August 21, 2014 

among 
 SIERRA INCOME 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	  	 	3132	  
	SECTION 1.03.	  	Terms Generally	  	 	3132	  
	SECTION 1.04.	  	Accounting Terms; GAAP	  	 	3132	  
	
	ARTICLE II	  
	
	THE CREDITS	  
			
	SECTION 2.01.	  	The Commitments	  	 	3233	  
	SECTION 2.02.	  	Loans and Borrowings	  	 	3233	  
	SECTION 2.03.	  	Requests for Borrowings	  	 	3334	  
	SECTION 2.04.	  	Funding of Borrowings	  	 	3435	  
	SECTION 2.05.	  	Interest Elections	  	 	3435	  
	SECTION 2.06.	  	Termination, Reduction or Increase of the Commitments	  	 	3637	  
	SECTION 2.07.	  	Repayment of Loans; Evidence of Debt	  	 	39	  
	SECTION 2.08.	  	Prepayment of Loans	  	 	40	  
	SECTION 2.09.	  	Fees	  	 	4243	  
	SECTION 2.10.	  	Interest	  	 	4344	  
	SECTION 2.11.	  	Eurocurrency Borrowing Provisions	  	 	4445	  
	SECTION 2.12.	  	Increased Costs	  	 	4546	  
	SECTION 2.13.	  	Break Funding Payments	  	 	4647	  
	SECTION 2.14.	  	Taxes	  	 	4748	  
	SECTION 2.15.	  	Payments Generally; Pro Rata Treatment: Sharing of Set-offs	  	 	5051	  
	SECTION 2.16.	  	Defaulting Lenders	  	 	5152	  
	SECTION 2.17.	  	Mitigation Obligations; Replacement of Lenders	  	 	5253	  
	
	ARTICLE III	  
	
	REPRESENTATIONS AND WARRANTIES	  
			
	SECTION 3.01.	  	Organization; Powers	  	 	5354	  
	SECTION 3.02.	  	Authorization; Enforceability	  	 	5354	  
	SECTION 3.03.	  	Governmental Approvals; No Conflicts	  	 	5354	  
	SECTION 3.04.	  	Financial Condition; No Material Adverse Effect	  	 	5455	  
	SECTION 3.05.	  	Litigation	  	 	5455	  
	SECTION 3.06.	  	Compliance with Laws and Agreements	  	 	5455	  
	SECTION 3.07.	  	Taxes	  	 	5455	  
	SECTION 3.08.	  	ERISA	  	 	5556	  


  
 (i) 








							
	SECTION 3.09.	  	Disclosure	  	 	5556	  
	SECTION 3.10.	  	Investment Company Act; Margin Regulations.	  	 	5556	  
	SECTION 3.11.	  	Material Agreements and Liens	  	 	5657	  
	SECTION 3.12.	  	Subsidiaries and Investments	  	 	5657	  
	SECTION 3.13.	  	Properties	  	 	5758	  
	SECTION 3.14.	  	Solvency	  	 	5758	  
	SECTION 3.15.	  	Affiliate Agreements	  	 	5758	  
	SECTION 3.16.	  	Structured Subsidiaries	  	 	5758	  
	SECTION 3.17.	  	Existing Prime Brokerage Facility	  	 	5758	  
	
	ARTICLE IV	  
	
	CONDITIONS	  
			
	SECTION 4.01.	  	Effective Date	  	 	5859	  
	SECTION 4.02.	  	Each Credit Event	  	 	6162	  
	
	ARTICLE V	  
	
	AFFIRMATIVE COVENANTS	  
			
	SECTION 5.01.	  	Financial Statements and Other Information	  	 	6263	  
	SECTION 5.02.	  	Notices of Material Events	  	 	6566	  
	SECTION 5.03.	  	Existence; Conduct of Business	  	 	6567	  
	SECTION 5.04.	  	Payment of Obligations	  	 	6667	  
	SECTION 5.05.	  	Maintenance of Properties; Insurance	  	 	6667	  
	SECTION 5.06.	  	Books and Records; Inspection and Audit Rights	  	 	6668	  
	SECTION 5.07.	  	Compliance with Laws and Agreements	  	 	6768	  
	SECTION 5.08.	  	Certain Obligations Respecting Subsidiaries; Further Assurances	  	 	6769	  
	SECTION 5.09.	  	Use of Proceeds	  	 	7072	  
	SECTION 5.10.	  	Status of RIC and BDC	  	 	7172	  
	SECTION 5.11.	  	Investment Policies	  	 	7172	  
	SECTION 5.12.	  	Portfolio Valuation and Diversification Etc.	  	 	7173	  
	SECTION 5.13.	  	Calculation of Borrowing Base	  	 	7779	  
	
	ARTICLE VI	  
	
	NEGATIVE COVENANTS	  
			
	SECTION 6.01.	  	Indebtedness	  	 	8587	  
	SECTION 6.02.	  	Liens	  	 	8789	  
	SECTION 6.03.	  	Fundamental Changes	  	 	8890	  
	SECTION 6.04.	  	Investments	  	 	8992	  
	SECTION 6.05.	  	Restricted Payments	  	 	9093	  
	SECTION 6.06.	  	Certain Restrictions on Subsidiaries	  	 	9294	  
	SECTION 6.07.	  	Certain Financial Covenants	  	 	9295	  
	SECTION 6.08.	  	Transactions with Affiliates	  	 	9395	  


  
 (ii) 








							
	SECTION 6.09.	  	Lines of Business	  	 	9396	  
	SECTION 6.10.	  	No Further Negative Pledge	  	 	9396	  
	SECTION 6.11.	  	Modifications of Indebtedness and Affiliate Agreements	  	 	9496	  
	SECTION 6.12.	  	Payments of Term Loans and Longer-Term Indebtedness	  	 	9497	  
	SECTION 6.13.	  	Modification of Investment Policies	  	 	9597	  
	SECTION 6.14.	  	SBIC Guarantee	  	 	9597	  
	
	ARTICLE VII	  
	
	EVENTS OF DEFAULT	  
	
	ARTICLE VIII	  
	
	THE ADMINISTRATIVE AGENT	  
			
	SECTION 8.01.	  	Appointment of the Administrative Agent	  	 	98101	  
	SECTION 8.02.	  	Capacity as Lender	  	 	98101	  
	SECTION 8.03.	  	Limitation of Duties; Exculpation	  	 	99101	  
	SECTION 8.04.	  	Reliance	  	 	99101	  
	SECTION 8.05.	  	Sub-Agents	  	 	99102	  
	SECTION 8.06.	  	Resignation; Successor Administrative Agent	  	 	100102	  
	SECTION 8.07.	  	Reliance by Lenders	  	 	100102	  
	SECTION 8.08.	  	Modifications to Loan Documents	  	 	100103	  
	
	ARTICLE IX	  
	
	MISCELLANEOUS	  
			
	SECTION 9.01.	  	Notices; Electronic Communications	  	 	101103	  
	SECTION 9.02.	  	Waivers; Amendments	  	 	103105	  
	SECTION 9.03.	  	Expenses; Indemnity; Damage Waiver	  	 	105108	  
	SECTION 9.04.	  	Successors and Assigns	  	 	107109	  
	SECTION 9.05.	  	Survival	  	 	111114	  
	SECTION 9.06.	  	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	112114	  
	SECTION 9.07.	  	Severability	  	 	112114	  
	SECTION 9.08.	  	Right of Setoff	  	 	112115	  
	SECTION 9.09.	  	Governing Law; Jurisdiction; Etc	  	 	113115	  
	SECTION 9.10.	  	WAIVER OF JURY TRIAL	  	 	113116	  
	SECTION 9.11.	  	Judgment Currency	  	 	113116	  
	SECTION 9.12.	  	Headings	  	 	114116	  
	SECTION 9.13.	  	Treatment of Certain Information; Confidentiality	  	 	114116	  
	SECTION 9.14.	  	USA PATRIOT Act	  	 	115118	  
	SECTION 9.15.	  	Termination	  	 	115118	  


  
 (iii) 








			
	SCHEDULE 1.01(a) -	  	Approved Dealers and Approved Pricing Services
	SCHEDULE 1.01(b) -	  	Commitments
	SCHEDULE 1.01(c) -	  	[Intentionally omitted]Risk Factors
	SCHEDULE 1.01(d) -	  	Eligibility Criteria
	SCHEDULE 3.11(a) -	  	Material Agreements
	SCHEDULE 3.11(b) -	  	Liens
	SCHEDULE 3.11(c)	  	    Accounts
	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 Promissory Note
	EXHIBIT D	 	-	  	Form of Borrowing Request


  
 (iv) 







 SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 4, 2013 (this
“Agreement”), among SIERRA INCOME CORPORATION, a Maryland 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. 
 NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.01. 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. 

“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. 
 “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 April 5, 2012 between the Borrower and the Investment Advisor, and (b) the Administration Agreement, dated as of April 5, 2012,
between the Borrower and Medley Capital LLC. 
 “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%. 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. 
 “Applicable Commitment Fee Rate” means, (a) with respect to any day during the period
commencing on the Effective Date and ending on (but excluding) the date that is six months after the Effective Date, a rate per annum equal to 0.50% and (b) with respect to any day during the period thereafter 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 thirty-five percent (35%) 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 thirty-five percent (35%) 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 per annum rate determined on a daily basis according to the following pricing grid: 

 

													
	 	  	When No
Step-Down
Condition is
Satisfied	 	 	When the
First but not
the Second
Step-Down
Condition is
Satisfied	 	 	When the
Second Step-
Down
Condition is
satisfied	 
	Eurocurrency Loans	  	 	3.50	% 	 	 	3.00	% 	 	 	2.75	% 
	ABR Loans	  	 	2.50	% 	 	 	2.00	% 	 	 	1.75	% 


  
 2 







 “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, 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 Lokey, Duff & Phelps LLC, Murray, Devine and Company, Lincoln
Advisors, Alvarez & Marsal 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, provided that, in each case to the extent such Approved Third-Party Appraiser requests or requires a non-reliance letter, confidentiality agreement or
similar agreement prior to allowing the Administrative Agent to review the written valuation report of the Approved Third-Party Appraiser referred to in the first sentence of Section 5.12(b)(ii)(B)(y), such Administrative Agent and such
Approved Third-Party Appraiser shall have entered into a letter or agreement on customary and reasonable terms. 
 “Arbor
Funding” means Arbor Funding LLC, a Delaware limited liability company. 
 “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 

  
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have become due and owing pursuant to the terms of any Permitted SBIC Guarantee. For the avoidance of doubt, the outstanding utilized notional amount of any total return swap less all of the cash
collateral supporting such total return swap at such time shall be treated as a Senior Security for the purposes of calculating the Asset Coverage Ratio. 

“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. 
 “BCI Payoff
Letter” has the meaning assigned to such term in Section 4.01(n). 
 “Board” means the Board of Governors of
the Federal Reserve System of the United States of America. 
 “Borrower” has the meaning assigned to such term in the
preamble to this Agreement. 
 “Borrower External Unquoted Value” has the meaning assigned to such term in
Section 5.12(b)(ii). 
 “Borrower Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii).

 “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. 

  
 4 







 “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. 

“Cambridge Funding” means Cambridge Funding LLC, a Delaware limited liability company. 

“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. Notwithstanding any other provision contained herein, solely with respect to any change in GAAP after the Effective Date with respect to the
accounting for leases as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in effect on Effective Date shall not be treated as a capital lease, and any lease that would be treated as a
capital lease under GAAP as in effect on the Effective Date shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such change in GAAP after the Effective Date, and all determinations of
Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after the Effective Date). 

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

  
 5 







 (c) 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; 

(d) 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 
 (e)
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 (d) 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. 

“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 or the Investment Advisor, 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 or the Investment Advisor. 
 “Change in Law” means (a) the adoption of any
law, rule or regulation or treaty after the 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 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 

  
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made or issued after the Effective Date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines 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 aggregate amount of each Lender’s Commitment as of the 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 Effective Date is $50,000,000. 
 “Commitment
Increase” has the meaning assigned to such term in Section 2.06(f). 
 “Commitment Increase Date” has the
meaning assigned to such term in Section 2.06(f). 
 “Connection Income Taxes” means Other Connection Taxes that are
imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “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), plus (z) if the Borrower or any of its Subsidiaries is a counterparty to any total return swap, the interest payable on the outstanding utilized notional amount of such
total return swap during such period (whether or not actually paid or received during such period). 
 “Consolidated EBIT”
means, for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, income (including, for the avoidance of doubt, interest and fees generated by total return swap reference assets) after deduction of all expenses and
other 

  
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proper charges other than Taxes, Consolidated Interest Expense and non-cash employee stock options expense and excluding (a) net realized gains or losses (including, for the avoidance of
doubt, in connection with the sale or repayment of total return swap reference assets), (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 of 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), plus (z) the interest payable on the
outstanding utilized notional amount of any total return swap during such period (whether or not actually paid or received during such period). 

“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 principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered Indebtedness outstanding on such date. 

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

“Custodian” means State Street Bank and Trust Company, or any other financial institution mutually agreeable to the
Collateral Agent and the Borrower, as custodian holding documentation for Portfolio Investments, and accounts of the Obligors holding Portfolio Investments, on behalf of the Obligors and, pursuant to the Custodian Agreement, the Collateral


  
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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 reasonably acceptable to the Collateral 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 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 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 (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


  
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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. 

“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 December 4, 2013. 

“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 

  
 10 







 
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. 
 “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 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 standards set forth 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 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 would 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; or (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 on the Borrower or any of its Subsidiaries or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, as defined in Title IV of
ERISA. 
 “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. 

  
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 “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 Prime Brokerage Facility” means the prime brokerage services agreement, dated as of April 24, 2012, among
Barclays Capital Inc., the Investment Advisor and the Borrower. 
 “External Quoted Value” has the meaning set forth in
Section 5.12(b)(ii). 
 “External Unquoted Value” means (i) with respect to Borrower Tested Assets, the Borrower
External Unquoted Value and (ii) with respect to IVP Tested Assets, the IVP External Unquoted Value. 
 “FATCA” means
sections 1471 through 1474 of the Code, as of the Effective Date (or any amendment or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 
 “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. 

  
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 “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. 
 “First Step-Down Condition” means at any time
at which either (A) the Obligors’ Net Worth exceeds $150,000,000, or (B) (i) the weighted average trailing 12-month EBITDA of all Eligible Portfolio Investments (exclusive of the Eligible Portfolio Investment with the largest
EBITDA and Eligible Portfolio Investment with the smallest EBITDA) included in the Borrowing Base exceeds $40,000,000, and (ii) at least 35% of the Borrowing Base is comprised of Liquid
Investments.; provided that the First Step-Down Condition shall not take effect until the Borrower has delivered a certificate of a Financial Officer certifying as to
compliance with such condition, with reasonably detailed calculations demonstrating such compliance. 
 “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. 

“Funding Account” means account numbers 10283620 and 10246080 at State
Street Bank and Trust Company, and any other account designated in writing by a Financial Officer of the Borrower in the applicable Borrowing Notice and approved by the Administrative Agent (such approval not to be unreasonably withheld or
delayed). 
 “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 

  
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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). 
 “Guarantee and Security Agreement” means the Guarantee, Pledge and Security Agreement, dated as of the
Effective Date, among the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor) from time to time of any Term Loan Indebtedness or 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 Effective Date. 

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated” as “Immaterial
Subsidiaries” by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following
criteria at all times: (a) such Subsidiaries and their Subsidiaries do not hold any Eligible Portfolio Investment; (b) the aggregate assets of all such Subsidiaries and their Subsidiaries (on a consolidated basis) do not exceed an amount
equal to 3% of the consolidated assets of the Borrower and its Subsidiaries; and (c) the aggregate revenues of all such Subsidiaries and their Subsidiaries (on a consolidated basis) for the most recent period of four consecutive fiscal quarters
of such Subsidiaries and their Subsidiaries for which financial statements required to be delivered pursuant to Section 5.01 do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries on a pro forma
basis for such period; provided, further that if the aggregate assets or revenues of all Subsidiaries designated by the Borrower as “Immaterial Subsidiaries” (and not redesignated) shall as at any such time exceed the limits
set forth in clauses (a), (b) and (c) above, then all such Subsidiaries shall be deemed not to be Immaterial Subsidiaries unless and until the Borrower shall redesignate one or more as not Immaterial Subsidiaries, in each case in a written
notice to the Administrative Agent, and, as a result thereof, the aggregate assets and revenues of all Subsidiaries still designated as “Immaterial Subsidiaries” do not exceed such limits. 

  
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 “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. 
 “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). 

“Independent Valuation Provider” means any Duff & Phelps LLC, Murray, Devine and Company, Lincoln Advisors, Houlihan
Lokey and Valuation Research Corporation, or any other Independent nationally recognized third-party appraisal firm selected by the Administrative Agent, and reasonably acceptable to the Borrower. 

“Industry Classification Group” means 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. 

  
 15 







 “Ineligible Participant” shall mean any Person that shall have filed an election
to be regulated as a “business development company” under the Investment Company Act and that such filing is publicly available. 

“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). 

“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 SIC 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; 

  
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 (b the Permitted Holders cease to, directly or indirectly, Control the Investment
Advisor; or 
 (c any two of the Permitted Holders cease to be actively engaged in the day to day management of the
Investment Advisor. 
 “Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

 “Investment Policies” means (i) the written statement of the Borrower’s investment objectives, policies,
restrictions and limitations delivered on the Effective Date pursuant to Section 4.01(g), and (ii) the written statement of the Borrower’s investment allocation policies between affiliated investment vehicles managed directly or
indirectly by Medley LLC, delivered on the Effective Date pursuant to Section 4.01(g), and as each of the above may be amended from time to time by a Permitted Policy Amendment. 

“IVP External Unquoted Value” has the meaning assigned to such term in Section 5.12(b)(ii). 

“IVP Supplemental Cap” has the meaning assigned to such term in Section 9.03(a). 

“IVP Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii). 

“Largest Industry Classification Group” means, as of any date of determination, the single Industry Classification Group to
which a greater portion of the Borrowing Base has been assigned pursuant to Section 5.12(a) than any other single Industry Classification Group. 

“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 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 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 

  
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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. 

“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, for the avoidance
of doubt, in the case of Investments that are loans or other debt obligations, restrictions on assignments or transfers thereof on customary and market based terms pursuant to the underlying documentation relating to such Investment shall not be
deemed to be a “Lien” 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, Hedging
Agreements and total return swaps), of any one or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $5,000,000 (c) 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 and (d) obligations in
respect of any total return swap under which the outstanding utilized notional amount less all of the cash collateral supporting such total return swap 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. 

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

  
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 “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 (c) 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) and (d) in the case of an Asset Sale consisting of a Portfolio Investment that is Capital Stock,
reserves for indemnification, purchase price adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant Subsidiary in connection with such Asset Sale; provided that, (i) such reserved amount shall not be included
in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to this clause (d) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements
for such Asset Sale, the aggregate amount of such excess shall constitute Net Asset Sale Proceeds. 
 “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 (other than for the avoidance of
doubt, amounts received by the Borrower pursuant to Section 2.14(g)), 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 

  
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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 (other than, in the case of a Portfolio Investment that is Capital Stock, any distribution on account of actual taxes paid or reasonably
estimated to be payable), 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. 
 “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 Connection Taxes” means, with respect to any
recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, Taxes imposed 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 executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan
Document, or sold or assigned an interest in any Loan or Loan Document). 
 “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 

  
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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, except any such taxes that are Other Connection Taxes imposed with
respect to an assignment (other than an assignment made pursuant to Section 2.17(b) of the Agreement). 
 “Participant
Register” shall have the meaning assigned to such term in Section 9.04(f). 
 “Patriot Act” means USA Patriot
Act Title III of Pub. L. 107-56 (signed into law October 26, 2001). 
 “PBGC” means the Pension Benefit Guaranty
Corporation as 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. 

“Permitted Holders” means any three of the following: (i) Brook Taube, (ii) Andrew Fentress, (iii) Jeff Tonkel
or (iv) 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 individuals reasonably acceptable to
the Administrative Agent and the Required Lenders after the death, disability or termination of the same. 
 “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’, workmen’s, 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


  
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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. 
 “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 

  
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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 and pro-forma quarterly 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) (provided that such financial information shall be updated
by the Borrower within 30 days of receipt by the Borrower of such financial information from such Portfolio Company), 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. 

“Quarterly Dates” means the last Business Day of March, June, September and December in each year, commencing on
December 31, 2013. 
 “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 

  
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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. 

“Required Payment Amount” has the meaning set forth in Section 6.05(b). 

“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 three (3) year anniversary of the 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 Person qualifying for treatment as a “regulated investment company” under the Code. 

“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 (i) using a public rating of the Portfolio Company from S&P or Moody’s; (ii) if such public rating referred to in clause (i) is
not available, using a comparable shadow rating performed by an S&P or a Moody’s analyst with respect to the Portfolio Company Data relating to such Portfolio Investment (as such shadow rating remains in effect from time to time, and which
shall be maintained by the underlying obligor), (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), provided that such rating shall not be older than six months or based on financial statements that are older than six
months; or (iv) determining a rating by another method  

  
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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; provided that, with respect to any Portfolio Investment for which the underlying Portfolio Company has EBITDA of less than
$20,000,000 on a trailing twelve month basis, the Risk Factor Rating assigned under to such Portfolio Investment for purposes of this Agreement shall not exceed Ba1/BB+. For clarity, if a Risk Factor Rating is available under clauses (i) or
(ii) of this definition from both S&P and Moody’s, the higher rating shall apply. 
 “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, directly or indirectly, 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; 
 (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 

  
 25 







 
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. 

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. 
 “Second Step-Down Condition” means at any time at which (i) the Obligors’ Net Worth
exceeds $150,000,000, (ii) the weighted average trailing 12-month EBITDA of all Eligible Portfolio Investments (exclusive of the Eligible Portfolio Investment with the largest EBITDA and Eligible Portfolio Investment with the smallest EBITDA)
included in the Borrowing Base exceeds $40,000,000, and (iii) at least 25% of the Borrowing Base is comprised of Liquid Investments.; provided that the Second Step-Down
Condition shall not take effect until the Borrower has delivered a certificate of a Financial Officer certifying as to compliance with such condition, with reasonably detailed calculations demonstrating such compliance. 

“Secured Longer-Term Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder and under any 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, except in the case of interest (which may be payable in
cash)) shall not constitute “amortization” for the purposes of this definition), (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, prior to the Termination Date, than those set forth in this Agreement (it
being understood that put rights or repurchase or redemption obligations (x) in the case of convertible securities, in connection with the suspension or delisting of the Capital Stock of the Borrower or the failure of the Borrower to satisfy a
continued listing rule with respect to its Capital Stock or (y) 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 obligations under this Agreement and under any 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, 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. 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 

  
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refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition. 

“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 Effective Date and reflected in any projections delivered to the Lenders or with respect to any transaction contemplated or undertaken after the 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). 
 “Special Equity Interest” means any Equity Interest that is subject to a Lien
in favor of creditors of the issuer of such Equity Interest, provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the
Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is
not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral. 

“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 

  
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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). 
 “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 First Step-Down Condition or the Second Step-Down Condition. 
 “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 Finance Obligations” means any obligation issued by a special purpose vehicle and secured directly by, referenced
to, or representing ownership of, a pool of receivables or other financial assets of any Obligor, including collateralized debt obligations and mortgaged-backed securities. For the avoidance of doubt, if an obligation satisfies the definition of
“Structured Finance Obligation”, such obligation shall (a) not qualify as any other category of Portfolio Investment and (b) not be included in the Borrowing Base. 

“Structured Subsidiaries” means a direct or indirect Subsidiary of the Borrower which engages in no material activities other
than in connection with the purchase or financing of 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 

  
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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. 
 Except as provided in the next sentence, 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 of Arbor Funding and Cambridge Funding is, and shall be deemed, a Structured Subsidiary; provided that any such Subsidiary (and any other Subsidiary designated by the Borrower from time to time as a “Structured
Subsidiary” pursuant hereto) shall not be deemed a Structured Subsidiary if it does not comply 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. 
 “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 any Obligor in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries. 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” (or
equivalent term) as defined in any Term Loan Credit Facility. 
 “Term Loan Credit Facility” means any credit agreement
governing Indebtedness (other than Indebtedness hereunder) of the Borrower (which may be Guaranteed by Subsidiary Guarantors), that has been designated in writing as the Term Loan Credit Facility by the Borrower with the written consent of the
Administrative Agent and the Required Lenders in their 

  
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sole discretion; provided, that such Indebtedness (i) has no amortization prior to, and a final maturity date not earlier than, six months after the Maturity Date, (ii) 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 this Agreement and (iii) is not secured by any assets of any Person other than any asset of any Obligor 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. For the avoidance of doubt, Term Loan Credit Facility shall
also include any amendment, modification, supplement, amendment and restatement, refinancing, refunding, renewal or extension of any Term Loan Credit Facility so long as such refinanced, refunded, renewed or extended Indebtedness continues to
satisfy the requirements of this definition. 
 “Term Loan Indebtedness” means Indebtedness under any 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). 
 “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). 

  
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 “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, except in the case of interest (which may be payable in cash)) 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 (x) in the case of convertible securities, in connection with the suspension or delisting of the Capital Stock of the
Borrower or the failure of the Borrower to satisfy a continued listing rule with respect to its Capital Stock or (y) 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. 

“Unsecured Shorter-Term Indebtedness” means, collectively, (a) any Indebtedness of the Borrower or any of 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 of 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. 

“Valuation Testing Date” has the meaning assigned to such term in Section 5.12(b)(ii). 

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

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

“wholly owned Subsidiary” of any person shall mean a Subsidiary of such person, all of the Equity Interests of which (other
than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person and/or one or more wholly owned Subsidiaries of such person. Unless the context otherwise requires, “wholly
owned Subsidiary Guarantor” shall mean a wholly owned Subsidiary that is a Subsidiary Guarantor. 
 SECTION 1.02.
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”). 
 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”. The word “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. 

SECTION 1.04. 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 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 

  
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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 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
Accounting Standard Codification 825. Except with respect to calculating compliance with the financial covenants set forth in Section 6.07(c) (which shall be calculated as set forth in the relevant definitions therefor), the Borrower shall at
all times continue to account for total return swaps as they are accounted for in the Borrower’s consolidated financial statements for the fiscal quarter ended September 30, 2013. 

ARTICLE II 
 THE
CREDITS 
 SECTION 2.01. 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. 
 SECTION 2.02. Loans and Borrowings. 

(a) 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. 
 (b) 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 

  
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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). 

(c) 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. 

(d) 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. 

SECTION 2.03. Requests for Borrowings. 

(a) 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. 

(b) 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: 
 (i) the aggregate amount of the requested
Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 

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

(iv) 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 
 (v) 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. 
 (c) 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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 (d) 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. 
 SECTION 2.04. Funding of Borrowings. 

(a) 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
RequestFunding Account. 
 (b) 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. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments
hereunder, and shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

SECTION 2.05. Interest Elections. 

(a) 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


  
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Section 2.11(b)), and the Loans constituting each such portion shall be considered a separate Borrowing. 

(b) 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. 
 (c) 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: 

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to
different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting
Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a
Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and 

(iv) 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.

 (d) 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. 

(e) 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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 SECTION 2.06. Termination, Reduction or Increase of the Commitments. 

(a) 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. 
 (b) 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. 
 (c) 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. 
 (d)
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. 

(e) [Intentionally Omitted]. 
 (f)
Increase of the Commitments. 
 (i) Requests for Increase by Borrower. The Borrower shall have the right, 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 (or such lesser period as the Administrative Agent may reasonably 

  
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agree) 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: 
 (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 $1,000,000 or a larger multiple of $500,000 (or, in each case, in such other amounts
as agreed by the Administrative Agent), 
 (B) immediately after giving effect to such Commitment Increase, the sum of
(i) the total Commitments of all of the Lenders hereunder and (ii) the aggregate outstanding principal amount of any 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) $100,000,000250,000,000; 

(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). 

(ii) 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 

  
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Increase Date (or on or prior to a time on an earlier date specified by the Administrative Agent), an agreement, in form and substance reasonably 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. 
 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. 

(iii) 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. 
 (iv) 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. Immediately
prior to the effectiveness of the new Commitments on the Commitment Increase Date, the Administrative Agent shall amend Schedule 1.01(b) to reflect the aggregate amount of each Lender’s Commitments (including Increasing Lenders and Assuming
Lenders). Each reference to Schedule 1.01(b) in this Agreement shall be to Schedule 1.01(b) as amended pursuant to this Section. 

SECTION 2.07. Repayment of Loans; Evidence of Debt. 

(a) 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. 
 (b) 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 

  
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shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than the time set forth in Section 2.08(f) 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)). 

(c) 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. 

(d) 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. 

(e) 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. 

(f) 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). 
 SECTION 2.08. Prepayment of
Loans. 
 (a) 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. 

  
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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. 

(b) 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, promptly (but in no event later than 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Loans so 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 (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 is reasonably acceptable to the Administrative Agent 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 shall constitute an Event of Default under clause (a) of
Article VIII. 
 (c) Mandatory Prepayments due to Certain Events Following Availability Period. Subject to 2.08(e) and (g)
below: 
 (i) 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. 
 (ii) 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). 

  
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 (iii) 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). 
 (iv) 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 and pursuant to any distribution reinvestment plan of the Borrower) 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). 
 (v)
Indebtedness. In the event that any Obligor shall receive any Cash proceeds from the issuance by such Obligor of Indebtedness (excluding Hedging Agreements permitted by Section 6.01 and other Indebtedness permitted by
Section 6.01(f), (g), (h) and (i)) 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). 
 (d) Mandatory Prepayment of Eurocurrency Loans. If the Loans to be prepaid pursuant
to Sections 2.08(c)(i), (ii) and (iii) 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. 

(e) Mandatory Prepayments after the Occurrence and During the Continuance of Events of Default. At any time when any Term Loan Credit
Facility is in existence, unless otherwise expressly provided in Section 8 of the Guaranty and Security Agreement, then 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 

  
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Loans, except to the extent the Term Loan Credit Facility permits a greater proportion of such prepayment to be applied to the Loans. 

(f) 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). 
 (g) RIC Tax Distributions. Notwithstanding
the foregoing, Net Asset Sale Proceeds, Net Extraordinary Receipts and Net Return of Capital required to be applied to the prepayment of the Loans pursuant to Section 2.08(c) shall exclude the amounts estimated in good faith by the Borrower to
be necessary for 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 RIC for any such taxable year. 

SECTION 2.09. Fees. 

(a) 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) within one Business Day after each Quarterly Date and (y) 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. 

  
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 (b) 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. 

(c) 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. 
 SECTION 2.10.
Interest. 
 (a) 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. 
 (b) 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. 

(c) 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. 

(d) 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. 

(e) 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 

  
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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. 

SECTION 2.11. Eurocurrency Borrowing Provisions. 

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

(i) 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) 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 

  
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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. 
 SECTION 2.12. Increased Costs. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) 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 

(ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than (x) Covered
Taxes and Other Taxes, (y) Taxes described in clauses (c) or (d) of the Definition of Excluded Taxes and (z) Connection Income 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. 

(b) 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. 

  
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 (c) 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. 
 (d) 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. 
 SECTION 2.13. 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(f) 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 
 (i) 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 

(ii) 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 

  
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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. 

SECTION 2.14. Taxes. 

(a) 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. 

(b) 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. 
 (c) 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. 
 (d) 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. 
 (e) Lenders. Any 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. 

  
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 In addition, any 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 Lender is subject to backup
withholding or information reporting requirements. 
 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: 
 (i) 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, 
 (ii)
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,

 (iii) 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 

(iv) 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. 

  
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 In addition, each Lender shall deliver such forms promptly upon the expiration or invalidity of
any form previously delivered by such Lender; provided it is legally able to do so at the time. Each 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). 

(f) 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 Effective Date. 
 (g) 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. 

  
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 SECTION 2.15. Payments Generally; Pro Rata Treatment: Sharing of Set-offs. 

(a) 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. 
 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. 
 (b) 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. 
 (c) 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. 

(d) 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 

  
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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. 

(e) 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. 

(f) 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. 
 SECTION 2.16.
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) 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); 

  
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 (b) 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. 
 SECTION 2.17. Mitigation Obligations; Replacement of Lenders. 

(a) 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 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. 
 (b) 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, 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, 

  
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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. 
 (c)
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. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lenders that: 

SECTION 3.01. 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. 
 SECTION 3.02. 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). 
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or
approval of registration or filing with, or any other action by, any Governmental Authority, except 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, 

  
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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. 
 SECTION 3.04. Financial Condition; No Material Adverse Effect. 

(a) Financial Statements. The financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to
Section 4.01(c)(i) and (ii) and 5.01 (a) and (b) 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. 

(b) No Material Adverse Effect. Since December 31, 2012 there has not been any event, development or circumstance that has
had or could reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.05. 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. 
 SECTION 3.06. 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. 
 SECTION 3.07. 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 

  
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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 (other than Liens permitted pursuant to clause (a) of the definition of Permitted Liens) 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. 
 SECTION 3.08.
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. 
 SECTION 3.09. Disclosure. 

(a) 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 
 (b) 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 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. 
 SECTION 3.10. Investment Company Act; Margin
Regulations. 
 (a) Status as Business Development Company. The Borrower is a “closed end fund” that has elected to be
regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC (and has qualified as a RIC for all taxable years ending on or after December 31, 2012). 

(b) 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 

  
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thereunder, except where such breaches or violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

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

(d) 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
Effective Date, neither the Borrower nor any of its Subsidiaries own any Margin Stock. 
 SECTION 3.11. Material Agreements and
Liens. 
 (a) 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 arrangements (to the extent that such other arrangements exceed an aggregate outstanding principal amount of $3,000,000) 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 Effective Date, and the aggregate principal or face amount outstanding or that
is, or may become, outstanding under each such arrangement, in each case on the Effective Date, is correctly described in Schedule 3.11(a). 

(b) Liens. Schedule 3.11(b) is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on
the Effective Date covering any property of the Borrower or any of its Subsidiaries, and the aggregate amount of such Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Effective
Date is correctly described in Schedule 3.11(b). 
 (c)
Accounts. Schedule 3.11(c) is a complete and correct list of each deposit and securities account (including any Agency Account) maintained by the Borrower or any of its Subsidiaries as of
August 21, 2014. 
 SECTION 3.12. Subsidiaries and Investments. 

(a) 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 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 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. 

  
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 (b) 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 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 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. 
 SECTION 3.13.
Properties. 
 (a) 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. 

(b) 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. 
 SECTION 3.14. Solvency. On the
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. 
 SECTION 3.15. Affiliate Agreements. As of the 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 Effective Date, (a) each of the Affiliate Agreements is in full force and effect, and (b) Medley LLC (which as of the Effective Date, is under the Control of Brook Taube, Andrew Fentress and Seth Taube) Controls the Investment Advisor.

 SECTION 3.16. 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. 

SECTION 3.17. Existing Prime Brokerage Facility. As of the Effective Date, (i) no Contracts (as defined in the Existing Prime
Brokerage Facility) or other related agreements are outstanding between any Obligor and any Barclays Entity (as defined in the Existing Prime Brokerage Facility), (ii) there are no Obligations (as defined in the Existing Prime Brokerage 

  
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Facility) owed by any Obligor pursuant to the Existing Prime Brokerage Facility or any Contract or other agreement between such Obligor and any Barclays Entity, and (iii) no assets of the
Obligors are held in any account with any Barclays Entity. 
 ARTICLE IV 

CONDITIONS 

SECTION 4.01. 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): 

(a) 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: 
 (i) 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. 
 (ii) Guarantee and
Security Agreement. The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement. 

(iii) 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 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). 
 (iv) 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 

  
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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. 
 (v)
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 4.01(l), (m), (n) and (p) and 4.02(a), (b),
(c) and (d). 
 (vi) 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. 

(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 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 first priority perfected (subject to Eligible Liens) 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)(i) 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 execution of this Agreement (i) 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 for the fiscal year ended December 31, 2012 and (ii) 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 for the fiscal quarters ended March 30, 2013, June 30, 2013 and September 30, 2013, 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. The Administrative Agent and Lenders
acknowledge having received the financial statements referred to in clauses (i) and (ii) above. 
 (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


  
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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. 
 (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 Transactions or that could have a
Material Adverse Effect. 
 (f) 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. 
 (g) Investment Policies. The Administrative Agent shall have received the Investment Policies as in effect on the
Effective Date in form and substance reasonably satisfactory to the Administrative Agent. 
 (h) 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. 

(i) 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. 
 (j) 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 (or which upon notice, lapse of time or both would permit) 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. 

(k) 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. 

(l) Investment Company Act. The Borrower shall have filed an election to be regulated as a “business development company”
under the Investment Company Act and as a RIC for U.S. federal income tax purposes. 

  
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 (m) Minimum Obligors’ Net Worth. The Obligor’s Net Worth will be no less than
$35,000,000 on the Effective Date. 
 (n) Termination of Existing Prime Brokerage Facility. The Administrative Agent shall have
received written evidence, in form and substance reasonably satisfactory to it, which such evidence shall include a payoff letter from Barclays Capital Inc., confirming that the Existing Prime Brokerage Facility has been terminated, all obligations
thereunder (other than customary survival of contingent indemnification and expense reimbursement obligations) have been paid in full and all “Collateral” (as defined therein) has been released from the liens thereunder (the “BCI
Payoff Letter”). For the avoidance of doubt, the Borrower shall be permitted to cause Cambridge Funding LLC to enter into a new prime brokerage facility; provided that such new prime brokerage facility is non-recourse to the Obligors. 

(o) Patriot Act. The Administrative Agent 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. 

(p) Structured Subsidiaries. The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower,
certifying that both Arbor Funding and Cambridge Funding comply with the conditions set forth in the definition of “Structured Subsidiaries”. 

(q) 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. 

SECTION 4.02. 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: 
 (a) 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; 

(b) at the time of such Loan, (i) no Default shall have occurred and be
continuing or would result from such Loan after giving effect thereto and (ii) no Borrowing Base Deficiency shall have occurred and be continuing or would result from such Loan after
giving effect thereto; 

  
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 (c) 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; 
 (d) 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); 
 (e) the proposed date of such
extension of credit shall take place during the Availability Period; 
 (f) 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; and 

(g) in the case of the first Borrowing, the Administrative Agent shall have received delivery of the most recent quarterly third party
valuation report attesting the value of each Eligible Portfolio Investment included in the Borrowing Base at the date of such Borrowing. 

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. 
 ARTICLE V 

AFFIRMATIVE COVENANTS 

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

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution
to each Lender: 
 (a) within 90 days after the end of each fiscal year of the Borrower, 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


  
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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; 
 (b) within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower,
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; 

(c) 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 during the most recent period covered by such financial statements (or has occurred and is
continuing from a prior period) and, if a Default has occurred during such period (or has occurred and is continuing from a prior period), 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 6.01(b), (e) and (j), 6.02(f) and (h) and 6.04(i) and 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 (iv) stating whether any change in GAAP as
applied by (or in the application of GAAP by) the Borrower has occurred since the Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent and if such


  
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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 and (v) attaching a list of Subsidiaries and Immaterial Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such
information since the date of the last such list; 
 (d) 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, (i) a Borrowing Base Certificate as of the last day of such accounting period
and, (ii) a report certified by a financial officerFinancial Officer of the Borrower
identifying the aggregate amount of net cash proceeds received by the Borrower from Equity Interests issued by the Borrower in the immediately prior monthly accounting
period; and (iii) a certificate by a Financial Officer of the Borrower (which may be included in the Borrowing Base Certificate) certifying as to the appropriate
Step-Down Condition (if any) of the Borrower as of such date, and including reasonably detailed calculations as to (x) the Obligors’ Net Worth as of such date; (y) the weighted average trailing 12-month EBITDA of all Eligible
Portfolio Investments (exclusive of the Eligible Portfolio Investment with the largest EBITDA and Eligible Portfolio Investment with the smallest EBITDA) included in the Borrowing Base at such time and (z) the percentage of Liquid Investments
in the Borrowing Base at such time. 
 (e) promptly but no later than three Business Days after any Financial Officer of the Borrower
shall at any time have knowledge that there is a Borrowing Base Deficiency or knowledge that the Borrowing Base has declined by more than 15%, a Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base
Deficiency or decline indicating the amount of the Borrowing Base Deficiency or decline as at the date such Financial Officer obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency or decline as of the date not earlier
than three Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; 
 (f) 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); 
 (g)
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; 
 (h) within 45 days after each Valuation Testing Date, all final internal and external valuation reports
relating to the Eligible Portfolio Investments (excluding all valuation reports prepared by any Independent Valuation Provider pursuant to Sections 5.12(b)(ii)(B)(x) and 5.12(b)(iii), but including all valuation reports delivered by the Approved
Third-Party 

  
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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, and 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. 

(i) (i) (x) 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, (a) an itemized list of each Portfolio Investment and (b) activity, transaction or other reports
received by the Borrower from the Custodian (and Borrower shall use commercially reasonable efforts to promptly obtain such reports if not delivered by the Custodian to the Borrower within such
period) with respect to any Cash and Cash Equivalents included in the calculation of the Borrowing Base, in each case held in any Custodian Account owned by the Borrower or any of its Subsidiaries) with respect to any custodian account owned by
the Borrower or any of the Subsidiary Guarantors, and (y) within thirty (30) days after the end of each month, updated copies of summaries of balances and activity reports received by
Borrower from the Custodian (and Borrower shall use commercially reasonable efforts to promptly obtain such reports if not delivered by the Custodian to the Borrower within such period) with respect to any Cash and Cash Equivalents included in
the calculation of the Borrowing Base held in any other account owned by the Borrower or any Subsidiary Guarantor; 
 (j) 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 
 (k) 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.; and 

(l) promptly after a Financial Officer of the Borrower has actual knowledge that it
has failed to meet the First Step-Down Condition or the Second Step-Down Condition, deliver a certificate signed by a Financial Officer of the Borrower giving notice of such failure.  

SECTION 5.02. Notices of Material Events. Upon 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: 

  
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 (a) 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); 

(b) 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; 

(c) 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 
 (d) 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. 

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial
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 merger, consolidation, liquidation or dissolution permitted under Section 6.03. 

SECTION 5.04. 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. 
 SECTION 5.05. Maintenance of
Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial 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. 

  
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 SECTION 5.06. Books and Records; Inspection and Audit Rights. 

(a) 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. 
 (b) 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; provided, further, that in relation to any
fees or expenses required to be paid by the Borrower in connection with any appraisal under this Section 5.06(b) (but, for the avoidance of doubt, other than valuation reports produced pursuant to Section 5.12(b)(ii)(B)(x)), unless an
Event of Default has occurred and is continuing such fees and expenses shall be subject to the IVP Supplemental Cap. 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. 

SECTION 5.07. 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. 

  
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 SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances. 

(a) Subsidiary Guarantors. 

(i) 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); (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. 
 (ii) 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. 
 (iii) 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. 
 (b) 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. 

(c) 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: 

(i) take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing
and delivering such 

  
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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 any 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; 

(ii) 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); 
 (iii) 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 definitions thereof; 

(iv) 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 

  
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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 (or, in the case of a Noteless Assigned Loan (as defined in Section 5.13), cause the interest owned by such Financing Subsidiary to be evidenced by separate assignment documentation contemplated by
paragraph 1(b) of Schedule 1.01(d) in the name of such 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; 
 (v) 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); 

(vi) cause the documentation relating to each Investment in Indebtedness described in paragraph 1 of
Schedule 1.01(d) to be delivered to the Custodian as provided therein; and 
 (vii) 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. 

Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, 

  
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 agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of
the Borrower, then: 
 (i in the case of any Investment in Indebtedness other than a Noteless Assigned Loan, if such
destroyed or lost document is an original promissory note registered in name of an Obligor, such original promissory note shall constitute an “Undelivered Note” and the Borrower shall have up to 20 Business Days from the date when the
Borrower has knowledge of such loss or destruction to deliver to the Custodian a replacement promissory note and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d); provided, that during such 20 Business Day period the
limitations under Section (1)(a)(i) and (ii) of Schedule 1.01(d) shall apply; and 
 (ii in the case of any
Noteless Assigned Loans, if such destroyed instrument or document is an original transfer document or instrument relating to such Noteless Assigned Loan, the Borrower shall have up to 20 Business Days from the date when the Borrower has knowledge of
such loss or destruction to deliver to the Custodian a replacement instrument or document and comply with the requirements of Section (1)(c)(x) of Schedule 1.01(d). 

SECTION 5.09. Use of Proceeds. The Borrower will use the proceeds of the Loans solely (i) to prepay on the Effective Date
outstanding amounts under the Existing Prime Brokerage Facility in accordance with the BCI Payoff Letter and (ii) 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. 
 SECTION 5.10.
Status of RIC and BDC. The Borrower shall at all times maintain its status as a RIC under the Code and as a “business development company” under the Investment Company Act. 

SECTION 5.11. Investment Policies. The Borrower shall at all times be in compliance in all material respects with its Investment
Policies. 

  
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 SECTION 5.12. Portfolio Valuation and Diversification Etc.  

(a) 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. 

(b) Portfolio Valuation Etc. 

(i) 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. 
 (ii) 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”): 

(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 or an Approved Pricing Service which makes reference to at least two Approved Dealers with respect to such Bank Loans, 

(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 

  
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 (B) Unquoted Investments External Review. With respect to Eligible
Portfolio Investments for which market quotations are not readily available (“Unquoted Investments”): 

(x) Commencing on February 28, 2014, and for each
May 31st, August 31st, November 30th and February 28th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative Agent (provided that such testing dates shall occur not less than quarterly), each a
“Valuation Testing Date”), the Administrative Agent through an Independent Valuation Provider will test the values as of such Valuation Testing Date of those Unquoted Investments that are Portfolio Investments included in the
Borrowing Base selected by the Administrative Agent (such selected assets, the “IVP Tested Assets” and such value, the “IVP External Unquoted Value”); provided that the fair value of such Portfolio
Investments tested by the Independent Valuation Provider as of any Valuation Testing Date shall be approximately 25% (but in no event shall exceed 30%) of the aggregate value of the Unquoted Investments in the Borrowing Base (the determination of
fair value for such 25% threshold shall be based off of the last determination of value of the Portfolio Investments pursuant to this Section 5.12 and, for the avoidance of doubt, in the case of any Unquoted Investments acquired during the
calendar quarter, the value shall be as determined pursuant to clause (E)(z)(2) below); provided, further that the Administrative Agent shall provide written notice to the Borrower, setting forth a description of which Unquoted Investments
shall be IVP Tested Assets as of such Valuation Testing Date, not later than February 15, 2014 and on each May 15th, August 15th,
November 15th and February 15th thereafter (or such other dates as are reasonably agreed by the Borrower and the Administrative
Agent), as applicable. Each such valuation report shall also include the information required to comply with clause (iii) of paragraph 6 and paragraph 21 of Schedule 1.01(d) for an IVP Tested Asset (to the extent such provisions are
applicable.) 
 (y) With respect to all Unquoted Investments that are not IVP Tested Assets as of such Valuation Testing
Date (the “Borrower Tested Assets”), 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 the remaining Unquoted Investments, as of
each Valuation Testing Date (such value, the “Borrower 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 6 and paragraph 21 of Schedule 1.01(d). 

(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 

  
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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) of this Section 5.12(b)(ii) and
Section 5.12(b)(iii), 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 of such Quoted Investment. 

(E) Value of Unquoted Investments. Subject to clauses (G) of this Section 5.12(b)(ii) and
Section 5.12(b)(iii), 
 (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 of such Unquoted Investment; 

(y) (i) 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 Borrower 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 Borrower External Unquoted Value and (ii) the par or face value of such Unquoted Investment; 

(ii) if the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to
Section 5.12(b)(ii)(C) falls more than 5% above the midpoint of the range of the IVP 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 IVP External Unquoted Value and (ii) the par or face value 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 Borrower External Unquoted Value, or within or not more than 5% above the midpoint of the 

  
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range of the IVP 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 of such Unquoted Investment; 

except that: 

(1) if the difference between the highest and lowest Borrower External Unquoted Value in such range exceeds an amount equal
to 6% of the midpoint of such range, the “Value” of such Unquoted Investment shall instead be deemed to be the lowest of (i) the lowest Borrower 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 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 Valuation Testing Date,
and (z) the par or face value of such Unquoted Investment. 
 (F) Actions Upon a Borrowing Base Deficiency. If,
based upon such weekly internal review, the Borrower determines that a Borrowing Base Deficiency exists or that the Borrowing Base has declined by more than 15%, then the Borrower shall, promptly and in any event within three 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. If the Administrative Agent shall fail to determine the value of any Eligible Portfolio Investment as at any date pursuant to clause (B)(x), then the “Value” of such Eligible Portfolio Investment as at such date
(subject to clause (H) below) shall be the lower of (x) the Internal Value and (y) the par or face value of such Unquoted Investment. 

(H) Prior to December 31, 2013, the value of any such Unquoted Investment that was acquired prior to the Effective Date
shall be based 

  
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on the Borrower’s internal valuations as set forth in the Borrowing Base Certificate; 

(iii) Supplemental Testing of Values; Valuation Dispute Resolutions  

(A) Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at
any time have the right to request any Portfolio Investment (other than IVP Tested Assets as of the most recent Valuation Testing Date) included in the Borrowing Base with a value determined pursuant to Section 5.12(b)(ii) to be
independently tested by an Independent Valuation Provider. Subject to Section 5.12(b)(iv)(C) below, there shall be no limit on the number of such appraisals requested by the Administrative Agent and the costs of any such valuation shall be at
the expense of the Borrower. If (x) the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is less than the value determined by the Independent Valuation Provider pursuant to this clause, then the value
determined pursuant to Section 5.12(b)(ii) shall continue to be used as the “Value” for purposes of this Agreement and (y) if the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is
greater than the value determined by the Independent Valuation Provider and the difference between such values is (1) less than or equal to 5% of the value determined pursuant to Section 5.12(b)(ii), then the value determined pursuant to
Section 5.12(b)(ii) shall become the “Value” of such Portfolio Investment, (2) greater than 5% and less than or equal to 20% of the value determined pursuant to Section 5.12(b)(ii), then the “Value” of such
Portfolio Investment shall become the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined by the Independent Valuation Provider, and (3) greater than 20% of the value determined pursuant to
Section 5.12(b)(ii), then the Borrower and the Administrative Agent shall retain an additional third-party appraiser and, upon the completion of such appraisal, the “Value” of such Portfolio Investment shall become the average of the
three valuations (with the average of the value of the Independent Valuation Provider and value determined pursuant to Section 5.12(b)(ii) to be used until the third value is obtained). 

(B) For purposes of this Section 5.12(b)(iii), the Value of any Portfolio Investment for which the Independent Valuation
Provider’s value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider. 

(iv) Generally Applicable Valuation Provisions 

(A) The Independent Valuation Provider shall apply a recognized valuation methodology that is commonly accepted in the
Borrower’s industry for valuing Portfolio Investments of the type being valued and held by the Obligors. Other procedures relating to the valuation will be reasonably agreed upon by the Administrative Agent and the Borrower. 

  
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 (B) All valuations shall be on a settlement date basis. For the avoidance of
doubt, the value of any Portfolio Investments determined in accordance with any provision of this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is
subsequently determined in good faith in accordance with this Section 5.12. 
 (C) Subject to the last sentence of
Section 9.03(a), the documented out-of-pocket costs of any valuation reasonably incurred by the Administrative Agent under this Section 5.12 shall be at the expense of the Borrower; provided that the Administrative Agent shall under
no circumstances be required to incur expenses under Section 5.12(b)(iii) in excess of the IVP Supplemental Cap. 

(D) In addition, the values determined by the Independent Valuation Provider shall be deemed to be “Information”
hereunder and subject to Section 9.13 hereof. 
 (E) The Administrative Agent shall provide a copy of the final results
of any valuation performed by the Independent Valuation Provider or the Approved Third-Party Appraiser to any Lender promptly upon such Lender’s request, except to the extent that such recipient has not executed and delivered a customary and
reasonable non-reliance letter, confidentiality agreement or similar agreement requested or required by such Independent Valuation Provider or Approved Third-Party Appraiser, as applicable. 

(F) The foregoing valuation procedures shall only be required to be used for purposes of calculating the Borrowing Base and
shall not be required to be utilized by the Borrower for any other purpose, including, without limitation, the delivery of financial statements or valuations required under ASC820 or the Investment Company Act. 

(G) The Independent Valuation Provider shall be instructed to conduct its tests in a manner not disruptive to the business of
the Borrower. The Administrative Agent shall notify the Borrower of its receipt of the final results of any such test promptly upon its receipt thereof and shall provide a copy of such results and the related report to the Borrower promptly upon the
Borrower’s request. 
 (c) 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. 

  
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 SECTION 5.13. 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: 
 (a) 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 12 different Portfolio Companies; 

(b) the Advance Rate applicable to that portion of the Value of the Eligible Portfolio Investments issued by a single Portfolio
Company exceeding 5% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for purposes of this sub-clause shall be made without taking into account any
Advance Rate), shall be 50% of the otherwise applicable Advance Rate; 
 (c) the Advance Rate applicable to that portion of
the Value of the Eligible Portfolio Investments issued by a single Portfolio Company exceeding 10% of the aggregate Value of all Eligible Portfolio Investments included in the Borrowing Base (for the avoidance of doubt, the calculation of Value for
purposes of this sub-clause shall be made without taking into account any Advance Rate), shall be 0%. 
 (d) the portion of
the Borrowing Base attributable to Eligible Portfolio Investments that are not Cash, Cash Equivalents, Long-Term U.S. Government Securities, First Lien Bank Loans, Last Out Loans, Second Lien Bank Loans and Secured High Yield Securities in the
aggregate shall not exceed 20% 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 20% of the Borrowing
Base; 
 (e) if at any time the Weighted Average Leverage Ratio is greater than 4.75, 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 4.75 (subject to all other constraints, limitations and restrictions set
forth herein); 
 (f) 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; 
 (g) 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


  
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from the Collateral) to the extent such portion would otherwise exceed 15% of the Borrowing Base; 

(h) 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 six (6) 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 six (6) years (subject to all other constraints, limitations and restrictions set forth herein);

 (i) the portion of the Borrowing Base attributable to Debt Eligible Portfolio Investments with a maturity greater than
eight (8) 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; 
 (j) the portion of the Borrowing Base attributable to Eligible Portfolio Investments issued by a Portfolio
Company with a trailing twelve month total debt to EBITDA ratio of greater than 5.75 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; 
 (k) the portion of the Borrowing
Base attributable to PIK Obligations, DIP Loans and Covenant-Lite Loans 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; 
 (l) the portion of the Borrowing Base attributable
to First Lien Bank Loans, Cash and Cash Equivalents shall be no less than 35% 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 be
less than 35% of the Borrowing Base1; and 

(m) the portion of the Borrowing Base attributable to Eligible Portfolio Investments in which Medley Capital Corporation is
also invested shall not exceed 35% 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 35% of the
Borrowing Base.; 

(n) 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 3490, the Borrowing Base shall be reduced by removing Eligible Portfolio
Investments therefrom (but not from the Collateral) 
  
  

	1 	 NTD: Changes to this section are from Amendment No. 1.




  
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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 3490 (subject to all other constraints, limitations and restrictions set forth herein); and 

(o) the
portion of the Borrowing Base attributable to Eligible Portfolio Investments with a Moody’s facility rating of Caa1 or an S&P facility rating of CCC+, or below, 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. 

For the avoidance of doubt, no credit will be given in the Borrowing Base for any (i) Capital Stock, (ii) warrants, options or other
rights for the purchase or acquisition of Capital Stock, or (iii) securities convertible into or exchangeable for shares of Capital Stock. 

For all purposes of this Section 5.13, (i) to the extent any condition, concentration limit or calculation in this Section 5.13
incorporates financial information associated with a Portfolio Company, such information shall satisfy the definition of Portfolio Company Data, and (ii) 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: 
 “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: 
  

									
	 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 Last Out Loans
	  	 	55	% 	 	 	65	% 
	 Performing Second Lien Bank Loans
	  	 	5045	% 	 	 	6055	% 
	 Performing Secured High Yield Securities
	  	 	45	% 	 	 	55	% 
	 Performing Unsecured High Yield Securities, 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 or pursuant to any loan agreement or other similar credit facility, whether or not syndicated. 

  
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 “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 customary for
transactions of this type including any one of a senior debt to EBITDA ratio, a total debt to EBITDA ratio, an interest coverage ratio, or a fixed charge coverage ratio. 

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

“Defaulted Obligation” means 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. 

“DIP Loan” means a Bank Loan, whether revolving or term, that is originated after the commencement of a case under Chapter 11
of the Bankruptcy Code by a 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, which satisfies the following criteria: (a) the DIP Loan is duly authorized by a final order of the applicable bankruptcy court or federal
district court under the provisions of subsection (b), (c) or (d) of 11 U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still pending as a case under the provisions of Chapter 11 of Title 11 of the Bankruptcy Code
and has not been 

  
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dismissed or converted to a case under the provisions of Chapter 7 of Title 11 of the Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed, in
whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other Person under the provisions of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens granted by the applicable bankruptcy
court or federal district court in relation to the Loan have not been subordinated or junior to, or pari passu with, in whole or in part, to the Liens of any other lender under the provisions of 11 U.S.C. Section 364(d) or otherwise;
(e) the Debtor is not in default on its obligations under the loan; (f) neither the Debtor nor any party in interest has filed a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon confirmation, would
(i) disallow or subordinate the loan, in whole or in part, (ii) subordinate, in whole or in part, any Lien granted in connection with such loan, (iii) fail to provide for the repayment, in full and in cash, of the loan upon the
effective date of such plan or (iv) otherwise impair, in any manner, the claim evidenced by the loan; (g) the DIP Loan is documented in a form that is commercially reasonable; and (h) the DIP Loan shall not provide for more than 50%
(or a higher percentage with the consent of the Required Lenders) of the proceeds of such loan to be used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or similar transaction. For the purposes
of this definition, an order is a “final order” if the applicable period for filing a motion to reconsider or notice of appeal in respect of a permanent order authorizing the Debtor to obtain credit has lapsed and no such motion or notice
has been filed with the applicable bankruptcy court or federal district court or the clerk thereof. 
 “EBITDA” means the
consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses (to the extent excluded in the definition of “EBITDA” in the relevant agreement relating to the applicable Eligible Portfolio
Investment)) for the relevant period plus the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest charges for such period; (ii) the provision for Federal, state, local and foreign income
taxes payable for such period; (iii) depreciation and amortization expense for such period; and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated
herein) in the relevant agreement relating to the applicable Eligible Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly
situated borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower. 

“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; and
further provided that any portion of such a Bank Loan which has a total debt to EBITDA ratio above 4.00x will be deemed to be a Second Lien Bank Loan. For the avoidance of doubt, in no event shall a First Lien Bank Loan include a Last
Out Loan. 
 “High Yield Securities” means debt Securities, 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 

  
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(c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans. 

“Last Out Loan” shall mean, with respect to any Bank Loan that is a term loan structured in a first out tranche and a last
out tranche (with the first out tranche entitled to a lower interest rate but priority with respect to payments), that portion of such Bank Loan that is the last out tranche; provided that: 

(a) such last out tranche is entitled (along with the first out tranche) 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; 
 (b) the ratio of (x) the amount of the first out tranche to (y) EBITDA of the underlying obligor does not at any
time exceed 2.00x; 
 (c) such last out tranche (i) gives the holders of such last out tranche full enforcement rights during the
existence of an event of default (subject to customary exceptions, including standstill periods and if the holders of the first out tranche have previously exercised enforcement rights), (ii) shall have the same maturity date as the first out
tranche, (iii) is entitled to the same representations, covenants and events of default as the holders of the first out tranche (subject to customary exceptions), and (iv) provides the holders of such last out tranche with customary
protections (including, without limitation, consent rights with respect to (1) any increase of the principal balance of the first out tranche by more than 15%, (2) any increase of the margins (other than as a result of the imposition of
default interest) applicable to the interest rates with respect to the first out tranche by an additional 2.5%, (3) any reduction of the final maturity of the first out tranche, and (4) amending or waiving any provision in the underlying
loan documents that is specific to the holders of such last out tranche); and 
 (d) such first out tranche is not subject to multiple
drawings (unless, at the time of such drawing and after giving effect thereto, the ratio referenced in clause (b) above is not exceeded). 

“Liquid Investment” means an Eligible Portfolio Investment that (a) is a Quoted Investment, (b) has a total tranche
size of not less than $150,000,000, and (c) has a Moody’s facility rating of at least Caa1 or an S&P facility rating of at least CCC+. 

“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than three (3) months from the
applicable date of determination. 
 “Mezzanine Investments” means (i) debt Securities (including convertible debt
Securities (other than the “in-the-money” equity component thereof)), 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 debt
obligation that is not a First 

  
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Lien Bank Loan, Second Lien Bank Loan, Last Out Loan, High Yield Security or a Covenant-Lite Loan. 

“Noteless Assigned Loan” means a Bank Loan with respect to which: (a) the underlying documentation does not require the
underlying borrower to execute and deliver a promissory note to evidence the indebtedness created under such Bank Loan; (b) none of the Borrower, the Investment Advisor, or any of their respective Affiliates is an agent with respect to such
Bank Loan; and (c) the applicable Obligor has affirmatively requested a promissory note from the underlying agent and borrower and has used all commercially reasonable efforts to obtain such promissory note but has been unable to obtain a
promissory note from the underlying borrower (but only for so long as the applicable Obligor has not received such a promissory note). 

“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.

 “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 Last Out Loans”
means Last Out Loans that (a) are not PIK Obligations, DIP Loans or Covenant-Lite Loans 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. 
 “Performing
Secured High Yield Securities” means Secured High Yield Securities that (a) are not PIK Obligations and (b) are Performing. 

“Performing Unsecured High Yield Securities” means Unsecured High Yield
Securities that (a) are not PIK Obligations and (b) are Performing.  
 “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 (and the proceeds thereof)
of such Portfolio Company and any of its subsidiaries that are guarantors of such 

  
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working capital facility; provided that (i) such Bank Loan has a second priority lien on such accounts receivable and inventory (and the proceeds thereof), (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 15% of the aggregate enterprise value of the Portfolio Company (as determined in accordance with the valuation
methodology for determining the enterprise value of the applicable Portfolio Company as established by an Approved Third-Party Appraiser). 

“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. 

“Restructured Investment” means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted
Obligation within the past six months, (b) any Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any Portfolio Investment that has in the past six months been amended or subject to a deferral or waiver
if both (i) the effect of such amendment, deferral or waiver is either, among other things, to (1) change the amount of previously required scheduled debt amortization (other than by reason of 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% and (ii) the reason for such amendment, deferral or waiver is related
to the deterioration of the credit profile of the underlying borrower such that, in the absence of such amendment, deferral or waiver, it is reasonably expected by the Borrower that such underlying borrower either (x) will not be able to make
any such previously required scheduled debt amortization payment or (y) is anticipated to incur a breach of a material financial covenant. 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. 
 “Secured High Yield Securities” means
High Yield Securities that are Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan and a Last Out 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 Loan” means a Bank Loan (other than a First Lien Bank Loan and a Last Out Loan)
that is Secured High Yield Securities” means High Yield Securities that are 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. 

  
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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. 
 “Unsecured High Yield
Securities” means High Yield Securities that are not Secured High Yield Securities. 
 “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) or 5.12(b)(iii), as applicable. 

“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 of all Indebtedness that has a
ranking of payment or lien priority senior to or pari passu with and including 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. 

ARTICLE VI 

NEGATIVE COVENANTS 
 Until
the Termination Date, the Borrower covenants and agrees with the Lenders that: 
 SECTION 6.01. Indebtedness. The Borrower will
not nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: 
 (a) Indebtedness
created hereunder or under any other Loan Document; 
 (b) (i) Unsecured Shorter-Term Indebtedness (including any refinancing or
replacement thereof) in an aggregate principal amount not to exceed $5,000,000 and (ii)

  
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provided, that at the time of incurrence the Obligors’ Net Worth is greater than $150,000,000, 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 of incurrence, refinancing or replacement thereof, the Borrower delivers to the Administrative Agent 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. 
 (c) 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; 
 (d) 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 addition, in the case of revolving loan facilities or staged advance loan facilities, upon
each borrowing thereunder, the Borrower is in pro forma compliance with the covenant set forth in Section 6.07(b). 
 (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 $5,000,000, (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 $5,000,000 (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; 
 (f) repurchase obligations arising in the ordinary course of
business with respect to U.S. Government Securities; 

  
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 (g) obligations payable to clearing agencies, brokers or dealers in connection with the purchase
or sale of securities in the ordinary course of business; 
 (h) Indebtedness of an Obligor to any other Obligor; 

(i) obligations of the Borrower under a Permitted SBIC Guarantee and obligations (including Guarantees) in respect of Standard Securitization
Undertakings; 
 (j) 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) $100,000,000250,000,000, (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; and 

(k) Indebtedness of Arbor Funding pursuant to that certain ISDA Master Agreement and that certain letter agreement, between Arbor Funding and
Citibank, N.A., each dated August 27, 2013, including any renewals, refinancings and replacements thereof, so long as (i) Arbor Funding complies with the requirements of the definition of “Structured Subsidiary” and
(ii) such Indebtedness satisfies the requirements of clause (d) above as if such Indebtedness has been incurred on the Effective Date. 

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. 

SECTION 6.02. 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: 

  
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 (a) any Lien on any property or asset of the Borrower existing on the 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 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 

(b) Liens created pursuant to the Security Documents; 

(c) Liens on assets owned by Financing Subsidiaries; 

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

(e) Permitted Liens; 
 (f)
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; 

(g) Liens on Equity Interests in any SBIC Subsidiary created in favor of the SBA; 

(h) Liens created by posting of cash collateral in connection with total return swap arrangements in an aggregate amount not to exceed
$3,000,000 at any time, provided that, for the avoidance of doubt, at no time shall such cash collateral constitute an Eligible Portfolio Investment; and 

(i) Liens consisting of a participation interest in respect of any Portfolio
Investment; and 
 (ij) Liens on Special Equity Interests
included in the Portfolio Investments but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01. 

SECTION 6.03. Fundamental Changes. The Borrower will not, nor will it permit any of its Subsidiaries (other than Financing
Subsidiaries or Immaterial 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 or Immaterial 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), 

  
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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 (e) and (f) below, Portfolio Investments. 
 Notwithstanding the
foregoing provisions of this Section: 
 (a) 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; 

(b) 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; 
 (c) 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; 

(d) 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; 
 (e) 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; 
 (f) the Obligors may sell, transfer or otherwise dispose of Portfolio
Investments (or grant participation interests in 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; 

  
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 (g) 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; and 

(h) the Borrower may merge or consolidate with any other Person, so long as (i) the Borrower is the continuing or surviving entity in
such transaction and (ii) at the time thereof and after giving effect thereto, no Default shall have occurred and be continuing. 

SECTION 6.04. Investments. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire, make or enter into, or
hold, any Investments except: 
 (a) operating deposit accounts with banks; 

(b) Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; 

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

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

(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); 
 (g) Investments in Cash and Cash Equivalents; 

(h) Investments described on Schedule 3.12(b) hereto; and 

(i) 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 (calculated at the time such Investment is made), 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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 SECTION 6.05. 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: 

(a) the Borrower may declare and pay dividends with respect to the Equity Interests of the Borrower (including, for the avoidance of doubt,
pursuant to any distribution reinvestment plan of the Borrower) payable solely in additional shares of the Borrower’s common stock; 

(b) 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 the 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 and 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; 

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

(d) 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; 
 (e) during any fiscal quarter the Borrower may make Restricted Payments to repurchase Equity Interests upon the death or
disability of a holder of Equity Interests of the Borrower (to the extent required under the organizational documents of the Borrower), up to an aggregate amount of the net cash proceeds received by the Borrower from any issuance of any Equity
Interest of the Borrower during such fiscal quarter, at a price equal to the net asset value per share of such shares as disclosed in the periodic report filed with SEC immediately following 

  
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the death or disability of such holder of Equity Interests, so long as on the date of such Restricted Payment and after giving effect thereto: 

(1) no Default shall have occurred and be continuing; and 

(2) (x) the Covered Debt Amount does not exceed 85% of the Borrowing Base on the date of such Restricted Payment, and (y) the Borrower
delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of such date demonstrating compliance with the foregoing after giving effect to such Restricted Payment; 

(f) during any fiscal quarter the Borrower may make Restricted Payments to repurchase or redeem Equity Interests of the Borrower up to an
aggregate amount equal to the product of (a) 2.5% of the weighted average number of shares of the Borrower’s common stock outstanding in the prior four calendar quarters and (b) the price equal to the most recently disclosed net asset
value per share of the Borrower’s common stock immediately prior to the date of such repurchase, so long as on the date of such Restricted Payment and after giving effect thereto: 

(1) no Default shall have occurred and be continuing; and 

(2) (x) the Covered Debt Amount does not exceed 85% of the Borrowing Base on the date of such Restricted Payment, and (y) the Borrower
delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of such date demonstrating compliance with the foregoing after giving effect to such Restricted Payment. 

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. 
 SECTION 6.06. 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), (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, (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 and (iv) any agreement, instrument or other
arrangement pertaining to any sale or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (i) only apply to such assets and (ii) do not restrict prior to the consummation of such sale or
disposition the creation or existence of the Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this 

  
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Agreement, or the incurrence or payment of Indebtedness under this Agreement or the ability of the Borrower and its Subsidiaries to perform any other obligation under any of the Loan Documents.

 SECTION 6.07. Certain Financial Covenants. 

(a) 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) $95,074,802.70 plus (y) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower and its Subsidiaries after the Effective Date (other than (a) the proceeds of sales of Equity
Interests by and among the Borrower and its Subsidiaries, (b) proceeds of any distribution reinvestment plan used to redeem or repurchase Equity Interests of the Borrower and (c) the net cash proceeds received by the Borrower from any
issuance of any Equity Interest of the Borrower that have been applied in accordance with Section 6.05(e)). 
 (b) Asset Coverage
Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 2.10 to 1 at any time. 
 (c) 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. 

(d) 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. 
 (e) Obligors’ Net Worth Test. The Borrower will not permit the Obligors’ Net Worth to be less than
$35,000,000 at any time. 
 SECTION 6.08. 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), (vi) existing transactions with Affiliates as set
forth in Schedule 6.08, (vii) transactions with one 

  
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or more affiliates permitted by an exemptive order issued by the SEC to the Borrower substantially consistent with the terms described in that certain Amendment No. 4 to the Application for
an Amended Order Pursuant to Sections 57(a)(4) and 57(i) of the Investment Company Act of 1940, and Rule 17d-1 under the Act Permitting Certain Joint Transactions Otherwise Prohibited by Section 57(a)(4) of the Act, filed with the SEC on
September 25, 2013 by the Borrower, Medley Capital Corporation, the Investment Advisor and certain of their affiliates set forth therein, or (viii) the payment of compensation and reimbursement of expenses of directors in a manner
consistent with current practice of the Borrower and general market practice, and indemnification to directors in the ordinary course of business. 

SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries (other than Immaterial
Subsidiaries) to, engage to any material extent in any business other than in accordance with its Investment Policies. 
 SECTION 6.10.
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, any 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. 

SECTION 6.11. 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: 
 (a) 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” or “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 

  
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“Unsecured Shorter-Term Indebtedness” (whereupon such Indebtedness shall be deemed to constitute “Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement); or

 (b) 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. 
 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. 

SECTION 6.12. 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 6.01, or
(ii) with the proceeds of any issuance of Equity Interests, in each case to the extent not required to be used to repay Loans), except for (a) regularly scheduled payments 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). 
 SECTION 6.13. 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. 

SECTION 6.14. 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. 

  
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 ARTICLE VII 

EVENTS OF DEFAULT 
 If any
of the following events (“Events of Default”) shall occur and be continuing: 
 (a) 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;

 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or 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; 

(c) 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; 

(d) 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; 

(e) 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; 
 (f) 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; 

(g) 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 

  
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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 conversion
or redemption event provided such conversion or redemption is settled only with Permitted Equity Interests. 
 (h) 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 (other than Immaterial 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 (other than Immaterial 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; 
 (i) the Borrower or any of its Subsidiaries (other than
Immaterial 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 (other than Immaterial 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; 

(j) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due; 
 (k) one or more judgments for the payment of money in an aggregate amount in excess of
$5,000,000 shall be rendered against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries) or any combination thereof and (i) the same shall remain undischarged for a period of 30 consecutive days following the entry of
such judgment during which 30 day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted by an insurer of reputable standing, or
(ii) 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 (other than Immaterial Subsidiaries) to enforce any such judgment; 

  
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 (l) 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; 
 (m) an Investment Advisor Departure Event shall
occur; 
 (n) a Change in Control shall occur; 

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

(p) 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; 

(q) 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 
 (r) 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. 

  
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 ARTICLE VIII 

THE ADMINISTRATIVE AGENT 

SECTION 8.01. 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. 
 SECTION 8.02. 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 of its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder. 

SECTION 8.03. 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. 
 SECTION 8.04. 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 

  
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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. 

SECTION 8.05. 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. 
 SECTION 8.06. 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. 
 SECTION 8.07. 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, 

  
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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. 
 SECTION 8.08. Modifications to Loan Documents. Except as otherwise provided in Section 9.02(b) or
9.02(c), 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. 
 ARTICLE IX 

MISCELLANEOUS 

SECTION 9.01. Notices; Electronic Communications. 

(a) 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: 
 (i) if to the Borrower, to it at: 

Sierra Income 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: rick.allorto@medleycapital.com 

with a copy to (which shall not 

constitute notice): 

Dechert LLP 

  
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 1095 Avenue of the Americas 

New York, NY 10036 

Attention: Jay R. Alicandri, Esq. 

Telecopy Number: 212-698-3599 

E-mail: jay.alicandri@dechert.com 

(ii) 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) 424-8234 

E-mail: Mark.LaGreca@americas.ing.com 

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 

E-mail: Patrick.Frisch@americas.ing.com 

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 

E-mail: tschimek@paulweiss.com 

(iii) 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


  
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electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(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. 
 (c) 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. 

SECTION 9.02. Waivers; Amendments. 

(a) 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 

  
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waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 

(b) 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 
 (i) increase the Commitment of any Lender without the written consent of such Lender, 

(ii) 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 directly affected thereby, 
 (iii) 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 directly affected thereby, 
 (iv) 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 directly affected thereby, 

(v) 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 
 (vi) 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)). 

(c) Amendments to Security Documents. No Security Document nor any provision thereof may be waived, amended or modified, except 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


  
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(including any increase in Loans hereunder and the incurrence of any Term Loans under the Term Loan Credit Facility, but excluding (x) any increase pursuant to any Commitment Increase under
Section 2.06(f) and/or (y) the incurrence of any Term Loan under the Term Loan Credit Facility to an amount such that immediately after giving effect to such Commitment Increase or Term Loan, 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) the amount set forth in Section 2.06(f)(i)(B)(y) as in effect from time to time) except to the extent otherwise expressly contemplated by the Guaranty and Security Agreement or 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 waiver, 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. 

(d) 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. 

  
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 SECTION 9.03. Expenses; Indemnity; Damage Waiver. 

(a) 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) including, subject to the last sentence of this clause (a), all costs and expenses of the Independent
Valuation Provider, (ii) all reasonable documented and out-of-pocket expenses incurred by the Administrative Agent, Collateral Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the
Administrative Agent, Collateral 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. Unless an Event of Default has occurred and is continuing, the
Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Sections 5.06(b) and 5.12(b)(iii) in excess of $100,000 in the aggregate incurred for all such
fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”). 
 (b) 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 (including, without limitation, any arrangement entered into with an Independent Valuation Provider), (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 (1) 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, (2) result from a claim brought against such Indemnitee for breach of such Indemnitee’s obligations under this Agreement or the other Loan Documents, if 

  
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there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction or (3) result from a claim arising as a result of a
dispute between Indemnitees (other than (x) any dispute involving claims against the Administrative Agent, in each case in their respective capacities as such, and (y) claims arising out of any act or omission by the Borrower or its
Affiliates). 
 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. 
 (c) 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) or to the extent that the fees, costs and expenses of the Independent Valuation
Provider incurred pursuant to Section 5.12(b)(iii) exceed the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap, the Administrative Agent shall have afforded the
Lenders an opportunity to consult with the Administrative Agent regarding such expenses), 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. 
 (d) 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. 

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

SECTION 9.04. Successors and Assigns. 

(a) 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 

  
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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. 
 (b) Assignments by Lenders. 

(i) 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. 
 (ii)
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 

  
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shall not be obligated (except in the case of an assignment pursuant to Section 2.17(b)); and 

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

(c) 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. 

(d) 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. 
 (e) 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 

  
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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. 
 (f)
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) unless an Event of Default has occurred and is continuing, the consent of the Borrower shall be required for any assignment to any
Ineligible Participant; provided, further, that the Borrower shall be deemed to have consented unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after receiving notice
thereof, (ii) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (iii) such Lender shall remain solely responsible to the other 

  
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parties hereto for the performance of such obligations and (iv) 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. Each
Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 

(g) 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. 
 (h) 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. 
 (i) 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 

  
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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. 

SECTION 9.05. 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. 

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. 

(a) 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. 
 (b) 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. 

SECTION 9.07. 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 

  
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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.

 SECTION 9.08. 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 any Obligor against any of and all the obligations of any 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 
 SECTION 9.09. Governing Law; Jurisdiction; Etc. 

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

(b) Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the
exclusive 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. 
 (c) 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. 
 (d) 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. 

  
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 SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT 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. 

SECTION 9.11. 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. 

SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.13. Treatment of Certain Information; Confidentiality. 

(a) 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


  
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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. 

(b) 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, (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


  
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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. 

SECTION 9.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, 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. 
 SECTION 9.15. 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. 
  

			
	SIERRA INCOME 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] 






 
			
	EVERBANK COMMERCIAL FINANCE, INC., as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to the Credit Agreement] 






 SCHEDULE 1.01(a) 

APPROVED DEALERS AND APPROVED PRICING SERVICES

 APPROVED DEALERS 
 BNP Paribas Securities
Corp. 
 Banc of America Securities LLC 
 Barclays Capital Inc.

 BMO Capital Markets 
 BofA Distributors, Inc. 

BTIG LLC 
 Cantor Fitzgerald & Co. 

Citigroup Global Markets Inc. 
 Citicorp Securities Services, Inc.

 Courtview Capital 
 Credit Agricole 

Credit Suisse Securities (USA) LLC 
 Daiwa Capital Markets America
Inc. 
 Deutsche Bank Securities Inc. 
 FBR Capital
Markets & Co. 
 Fidelity Brokerage Services LLC 

Gleacher & Co. Securities Inc. 
 Global Hunter Securities
LLC 
 Goldman, Sachs & Co. 
 Guggenheim Securities LLC

 HSBC Securities (USA) Inc. 
 Imperial Capital LLC 

ING Financial Markets LLC 
 Jeffries & Company, Inc. 

J.P. Morgan Securities Inc. 
 Knight Capital Americas LP 

Lazard Freres & Co. LLC 
 Macquarie Capital USA Inc. 

Merrill Lynch Government Securities Inc. 
 Merrill Lynch, Pierce,
Fenner & Smith Incorporated 
 Mitsubishi UFJ Securities USA Inc. 

Mizuho Securities USA Inc. 
 Morgan Stanley & Co.
Incorporated 
 Morgan Stanley Smith Barney 
 Nomura Securities
International, Inc. 
 RBC Capital Markets 
 RBS Securities Inc.

 RW Baird 
 Scotia Bank 

Sterne Agee 
 UBS Financial Services Inc. 






 UBS Securities LLC 

Wells Fargo Advisors, LLC 
 Wells Fargo Securities, LLC 

Wells Fargo Investments, LLC 
 APPROVED PRICING SERVICES

 Bloomberg 
 FT Interactive Data
CorporationInternational Data Corporation 
 Loan Pricing Corporation 

Markit 






 SCHEDULE 1.01(b) 

COMMITMENTS 
  

			
	 Lender
	 	 Commitment Amount

	 ING Capital LLC
	 	$30 million
	 EverBank Commercial Finance, Inc.
	 	$20 million

  

	
	ON FILE WITH ADMINISTRATIVE AGENT







 SCHEDULE 1.01(c) 

[INTENTIONALLY OMITTED]  

RISK FACTORS 

 

							
	
Bond Default

Rating1
	 	 Risk
Factor
	 	 One
Year
 Expected

Default

Frequency
	  	Five
Year
Expected
Default
Frequency
	 Aaa / AAA
	 	1	 		  	
	 Aa1 / AA+
	 	10	 		  	
	 Aa2 / AA
	 	20	 		  	
	 Aa3 / AA-
	 	40	 		  	
	 A1 / A+
	 	70	 		  	
	 A2 / A
	 	120	 		  	
	 A3 / A-
	 	180	 		  	
	 Baa1 / BBB+
	 	260	 		  	
	 Baa2 / BBB
	 	360	 		  	
	 Baa3 / BBB-
	 	610	 		  	
	 Ba1 / BB+
	 	940	 		  	
	 Ba2 / BB
	 	1350	 		  	
	 Ba3 / BB-
	 	1766	 		  	
	 B1 / B+
	 	2220	 		  	
	 B2 / B
	 	2720	 		  	
	 B3 / B-
	 	3490	 		  	
	 Caa-C / CCC+
	 	4770	 	Less than or equal to 11.62%	  	Less than or equal to
27.05%
	 Caa-C / CCC
	 	6500	 	Greater than 11.62% but less than or equal to 26% 	  	Greater than 27.05% but
less than or equal to
48.75% 
	 Ineligible
	 	N/A	 	Greater than 26%	  	Greater than 48.75%

  
  

	1 	The Bond Default Rating used from RiskCalc should be the LOWER of the 1-year or 5-year rating outputs. 







 SCHEDULE 1.01(d) 

ELIGIBILITY CRITERIA 

A Portfolio Investment shall not be an Eligible Portfolio Investment on any date of determination unless it meets all of the following criteria: 

 

	1)	(a) if an Investment in Indebtedness other than a Noteless Assigned Loan (and other than a High Yield Security that is held through DTC and has been credited to the Custodian Account pursuant to the terms of the
Custodian Agreement), such Portfolio Investment is evidenced by an original promissory note registered in the name of an Obligor, delivered to the Custodian and credited to the Custodian Account pursuant to the terms of the Custodian Agreement;
provided, however, that solely in the case of Portfolio Investments in which the Collateral Agent has a first priority perfected security interest pursuant to a valid Uniform Commercial Code filing, (x) if such Portfolio Investment is owned by
such Obligor on the Effective Date, the Borrower shall have up to 30 Business Days following the Effective Date to deliver such original promissory note with respect to such Portfolio Investment to the Custodian, and (y) (1) if such
Portfolio Investment is acquired by the Obligor after the Effective Date, the Borrower shall have up to 10 Business Days following such acquisition to deliver such original promissory note with respect to such Portfolio Investment to the Custodian
and (2) as a result of the syndication, sale, transfer, assignment or exchange of a portion of a Portfolio Investment the Borrower shall have up to 20 Business Days to return, transfer, assign or exchange any promissory note with respect to
such Portfolio Investment and deliver new or additional promissory notes to the Custodian or the Collateral Agent as required above (each note referred to in clause (x) or (y), an “Undelivered Note”) (it being understood that
during the time periods in clauses (1) and (2) above only the portion of such Portfolio Investment that has not been syndicated, sold, transferred, assigned or exchanged shall satisfy the criteria specified in this paragraph 1(a));
provided, further that (i) any portion of the Borrowing Base that consists of an Eligible Portfolio Investment that is an Undelivered Note shall be identified as such in any Borrowing Base Certificate and (ii) with respect to
Undelivered Notes under clause (y) above, at no time may the aggregate amount of Undelivered Notes included in the Borrowing Base constitute more than 10% of the Portfolio Investments included in the Borrowing Base; 


(b) If a Noteless Assigned Loan, the Custodian shall have received and credited to the Custodian Account pursuant to the terms of the Custodian
Agreement an original of each transfer document or instrument relating to such Noteless Assigned Loan evidencing the assignment of such Noteless Assigned Loan from any prior third party owner thereof directly to the Obligor (together with the
consent of each party required under the applicable loan documentation); provided that, any portion of the Borrowing Base that consists of an Eligible Portfolio Investment that is a Noteless Assigned Loan shall be identified as such in any
Borrowing Base Certificate; and 
 (c) if any Investment in Indebtedness, (x) the Custodian shall have received originals or copies of
each of the following, to the extent applicable, any related loan agreement, credit agreement, note purchase agreement, security agreement (if separate from any mortgage), acquisition agreement pursuant to which such Investment was acquired,
subordination agreement, intercreditor agreement or similar instruments, guarantee, assumption or substitution agreement or similar material operative document, in each case together with 







	 	
any amendment or modification thereto; and (y) all documentation evidencing or otherwise relating to such Portfolio Investment has been duly authorized and executed, is in full force and
effect and is the legal, binding and enforceable obligation of the parties thereto; 

  

	2)	such Portfolio Investment, whether originated directly or purchased, was underwritten and closed in all material respects in accordance with the Investment Policies; 


 

	3)	if the Portfolio Company of such Portfolio Investment is a “Debtor” (as defined in the definition of “DIP Loan”) and such Portfolio Investment is a Bank Loan, such Portfolio Investment meets the
other criteria set forth in the definition of DIP Loan; 

  

	4)	such Portfolio Investment is Transferable (as defined below); 

  

	5)	such Portfolio Investment is not a Defaulted Obligation or a Restructured Investment; 

  

	6)	the Portfolio Company of such Portfolio Investment satisfies at least two of the following three conditions at all times: (i) a trailing 24-month EBITDA of at least $25,000,000 as calculated by the Borrower in a
commercially reasonable manner, (ii) a total leverage ratio (based on trailing 12-month EBITDA) of less than 5.5x as calculated by the Borrower in a commercially reasonable manner, or (iii) a loan (through the Borrower’s or
Obligor’s exposure) to enterprise value ratio of not more than 65%, where enterprise value shall be the value determined by the Approved Third-Party Appraiser in its most recent valuation report provided in connection with such Portfolio
Investment (except that, prior to the delivery of the first valuation report of the Approved Third Party Appraiser to be delivered after the Borrower’s acquisition of such Portfolio Investment, if such Portfolio Investment is acquired by the
Borrower in connection with or at the time of an applicable transaction involving the equity of the related Portfolio Company, the enterprise value of such Portfolio Company may be imputed from such transaction by the Borrower in a commercially
reasonable manner); 

  

	7)	such Portfolio Investment does not represent an Investment in any Portfolio Company in which the Investment Advisor or any of its Affiliates, or any entities advised by any of the foregoing, holds any Investment other
than an Investment that is in the same class as such Portfolio Investment and is (a) made in accordance with the requirements of an effective SEC exemptive order allowing such co-investment or joint follow-on investment or (b) made in
compliance with any of the Massachusetts Mutual Life Insurance Co., SEC No-Action Letter (pub. avail. June 7, 2000), other interpretative guidance issued by the SEC or the Investment Company Act; 


 

	8)	such Portfolio Investment does not represent an Investment in any Financing Subsidiary, Structured Finance Obligations or investment fund, or similar off balance sheet financing vehicle; 


 

	9)	(x) such Portfolio Investment is owned by the Borrower or any Obligor, free and clear of any Liens and the Collateral Agent has a first priority, perfected security interest in the Portfolio Investment (subject to
no other Liens (including participation interests) other than any Eligible Liens), (y) the Custodian is holding all documents evidencing or otherwise relating to such Portfolio
Investment (to the extent required by paragraph (1) above) and (z) the other steps relating to such Portfolio Investment set forth in Section 5.08 and in the Guarantee and Collateral Agreement have been taken; 


 

	10)	 such Portfolio Investment and related documents are in compliance, in all material respects, with applicable laws, rules and regulations (including
relating to usury, truth in lending, fair 









	 	
credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy, OFAC and Patriot Act); 


 

	11)	such Portfolio Investment is denominated and payable only in Dollars and the Portfolio Company of such Portfolio Investment is organized under the laws of the United States or any state or Commonwealth thereof
(including the District of Columbia) and is domiciled in the United States, and its principal operations and any property or other assets of the Portfolio Company thereunder pledged as collateral are primarily located in the United States and the
only place of payment of such loans is the United States of America; 

  

	12)	such Portfolio Investment, if an Investment in Indebtedness, bears interest which is due and payable no less frequently than semi-annually and provides for a fixed amount of principal payable on a scheduled payment date
and/or at maturity, and does not have a final maturity greater than 10 years; 

  

	13)	such Portfolio Investment includes a contractual provision requiring all payments to be made without set off, defense or counterclaim, and does not include a contractual provision granting rights of rescission, set off,
counterclaim or defense in favor of the Portfolio Company in respect of such Portfolio Investment, and no material dispute has been asserted with respect to such Portfolio Investment; 


 

	14)	such Portfolio Investment is not (x) secured primarily by a mortgage, deed of trust or similar lien on real estate, or (y) issued by a Person whose primary asset is real estate, or whose value is otherwise
primarily derived from real estate; 

  

	15)	such Portfolio Investment does not represent a consumer obligation (including, without limitation, a mortgage loan, auto loan, credit card loan or personal loan); 


 

	16)	no payment in respect of such Portfolio Investment, if an Investment in Indebtedness, is subject to withholding in respect to taxes of any nature, unless the Portfolio Company is required to make customary and
market-based gross-up payments on an after tax basis for the full amount of such tax; 

  

	17)	such Portfolio Investment is not a derivative instrument; 

  

	18)	the Portfolio Company of such Portfolio Investment (or an agent on its behalf) is required to make payments directly into an account of the Borrower or any Obligor over which the Collateral Agent has “control”
(within the meaning of Section 9-104 of the Uniform Commercial Code) and no other Person’s assets are commingled in such account; 

  

	19)	except pursuant to an exemptive order or as permitted under the Investment Company Act, no Person acting as administrative agent, collateral agent or in a
similar capacity shall be an Affiliate of the Borrower unless such Person is an Obligor or a Subsidiary of an Obligor; 


 

	20)	such Portfolio Investment is not an Investment in a Person in which the Borrower or any of its Subsidiaries or Affiliates owns or controls more than 25% of the Equity Interests; and 


 

	21)	if such Portfolio Investment is a Bank Loan and the Portfolio Company of such Portfolio Investment has issued a Permitted Prior Working Capital Lien, the Borrower has delivered to the Administrative Agent a written
valuation report of an Approved Third-Party Appraiser determining the enterprise value of such Portfolio Company to be used for purposes of the conditions outlined in clause (iii) of the definition of Permitted Prior Working Capital
Lien.;  








	22)	such Portfolio Investment has been assigned a Risk Factor; 

  

	23)	such Portfolio Investment does not have a Risk Factor greater than 6500; 


 

	24)	the Portfolio Company with respect to such Portfolio Investment has EBITDA for the last trailing twelve months of at least $7,500,000. 


For purposes of paragraph (4) above, “Transferable” means, in the case of any Portfolio Investment, both that: 

(i) the applicable Obligor may create a security interest in or pledge all of its rights under and interest in such Portfolio
Investment to secure its obligations under this Agreement or any other Loan Document, and that such pledge or security interest may be enforced in any manner permitted under applicable law; and 

(ii) such Portfolio Investment (and all documents related thereto) contains no provision that directly or indirectly restricts
the assignment of such Obligor’s, or any assignee of Obligor’s, rights under such Portfolio Investment (including any requirement that the Borrower maintain a minimum ownership percentage of such Portfolio Investment); provided
that, such Portfolio Investment may contain the following restrictions on customary and market based terms: (a) restrictions pursuant to which assignments may be subject to the consent of the obligor or Portfolio Company or agent under the
Portfolio Investment so long as the applicable provision also provides that such consent may not be unreasonably withheld, (b) restrictions on transfer to parties that are not ‘eligible assignees’ within the customary and market based
meaning of the term, and (c) restrictions on transfer to the applicable obligor or Portfolio Company under the Portfolio Investment or its equity holders or financial sponsor entities; provided, further, that in the event that an
Obligor is a party to an intercreditor arrangement with other lenders thereof with payment rights or lien priorities that are junior or senior to the rights of such Obligor, such Portfolio Investment may be subject to customary and market based
rights of first refusal, rights of first offer and purchase rights in favor, in each case, of such other lenders thereof. 






 SCHEDULE 3.11(C) 

ACCOUNTS 

RECEIVING BANK NAME: 

STATE STREET BANK AND TRUST CO. NA BOSTON 

RECEIVING BANK BIC CODE: 

SBOSUS33XXX 
 RECEIVING BANK ABA:

 011000028 
 BENEFICIARY ACCOUNT
NUMBER: 
 10246080 
 BENEFICIARY
ACCOUNT NAME: 
 SIERRA INCOME CORPORATION – MCXC 

RECEIVING BANK NAME: 

STATE STREET BANK AND TRUST CO. NA BOSTON 

RECEIVING BANK BIC CODE: 

SBOSUS33XXX 
 RECEIVING BANK ABA:

 011000028 
 BENEFICIARY ACCOUNT
NUMBER: 
 10283620 
 BENEFICIARY
ACCOUNT NAME: 
 SIERRA INCOME CORPORATION - MCXC