Exhibit 10.1

EXECUTION VERSION

LOAN AGREEMENT

dated as of

July 23, 2014

among

ALPINE FUNDING LLC

The Financing Providers Party Hereto

The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

SIC ADVISORS LLC,

as Portfolio Manager

Table of Contents

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Index of Defined Terms

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LOAN AGREEMENT dated as of July 23, 2014 (this “ Agreement ”) among ALPINE FUNDING LLC, as borrower (the “ Company ”); SIC ADVISORS LLC (the “ Portfolio Manager ”); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the “ Collateral Agent ”); the Collateral Administrator party hereto (in such capacity, the “ Collateral Administrator ”); the Securities Intermediary party hereto (in such capacity, the “ Securities Intermediary ”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “ Administrative Agent ”).

The Portfolio Manager and the Company wish for the Company to accumulate certain loans and other debt securities (the “ Portfolio Investments ”), all on and subject to the terms and conditions set forth herein.

On and subject to the terms and conditions set forth herein, JPMorgan Chase Bank, National Association (“ JPMCB ”) has agreed to make advances to the Company (“ Advances ”) hereunder to the extent specified on the transaction schedule attached as Schedule 1 hereto (the “ Transaction Schedule ”). JPMCB, together with its respective successors and permitted assigns, are referred to herein as the “ Financing Providers ”, and the types of financings to be made available by them hereunder are referred to herein as the “ Financings ”. For the avoidance of doubt, the terms of this Agreement relating to types of Financings not indicated on the Transaction Schedule as being available hereunder shall not bind the parties hereto, and shall be of no force and effect.

Furthermore, on or about the date hereof, the Company intends to acquire certain Portfolio Investments pursuant to a Sale and Contribution Agreement (the “ Sale Agreement ”), dated on or about the date hereof, between the Company and Sierra Income Corporation (the “ Seller ”).

Accordingly, the parties hereto agree as follows:

ARTICLE I

THE PORTFOLIO INVESTMENTS

SECTION 1.01. Purchases of Portfolio Investments . From time to time during the Reinvestment Period, the Company may acquire Portfolio Investments, or request that Portfolio Investments be acquired for the Company’s account, all on and subject to the terms and conditions set forth herein. Each such acquisition is referred to herein as a “ Purchase ”, and all Portfolio Investments so Purchased (or Substituted) and not otherwise sold or liquidated are referred to herein as the Company’s “ Portfolio ”.

As used herein, (a) “ Reinvestment Period ” means the period beginning on, and including, the Effective Date and ending on, but excluding, July 23, 2017 and (b) “ Maturity Date ” means the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the Secured Obligations become due and payable following the occurrence of an Event of Default under Article VII and (3) the date on which a Market Value Event occurs.

SECTION 1.02. Procedures for Purchases, Substitutions and Related Financings.

(a) Timing of Approval Requests . No later than five (5) Agent Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) before the date on which the Company proposes that a binding commitment to acquire any Portfolio Investment be made by it or for its account (a “ Purchase Commitment ”) or that a Substitution occur, the Portfolio Manager, on behalf of the Company, shall deliver to the Administrative Agent a request (an “ Approval Request ”) for such Purchase

or Substitution. “ Agent Business Day ” means any day on which commercial banks and foreign exchange markets settle payments in each of New York City and the city in which the corporate trust office of the Collateral Agent is located (which shall initially be New York City). Notwithstanding the foregoing, the Portfolio Manager, on behalf of the Company, may not deliver an Approval Request in respect of any Purchase or Substitution from the Seller pursuant to the Sale Agreement, or propose a contribution in connection with a Market Value Cure, on any date that is more than 60 days after the Closing Date if on such date (i) there are outstanding Purchase Commitments which have traded but not settled equal to or greater than 20% (or such greater percentage as the Administrative Agent may agree in its sole discretion) of the Net Asset Value and (ii) the Compliance Condition is not satisfied.

(b) Contents of Approval Requests . Each Approval Request shall consist of one or more electronic submissions to the Administrative Agent (in such format and transmitted in such a manner as the Administrative Agent, the Portfolio Manager and the Company may reasonably agree (which shall initially be the format and include the information regarding such Portfolio Investment identified on Schedule 2)), and shall be accompanied by such other information as the Administrative Agent may reasonably request.

(c) [reserved] .

(d) Right of the Administrative Agent to Reject Approval Requests . The Administrative Agent, shall have the right, on behalf of all Financing Providers, in its sole and absolute discretion, to approve or reject any Approval Request and to request additional information regarding any proposed Portfolio Investment. The Administrative Agent shall notify the Portfolio Manager and the Company (including via electronic mail or other customary electronic messaging system) of its approval or rejection of each Approval Request (and, if accepted, an initial determination of the Market Value for the related Portfolio Investment) no later than the fifth (5 ^th ) Agent Business Day succeeding the date on which it receives such Approval Request; provided that any Portfolio Investments acquired by the Company pursuant to the Sale Agreement on the date hereof shall be deemed to be approved by the Administrative Agent. With respect to any accepted Approval Request, the Administrative Agent shall promptly forward such request to the Lenders, together with a preliminary indication of the amount and type of Financing that each Lender is being asked to provide in connection therewith. The term “ Required Financing Providers ” shall mean, at all times, JPMCB.

SECTION 1.03. Conditions to Purchases or Substitutions . No Purchase Commitment, Purchase or Substitution shall be entered into unless each of the following conditions is satisfied (or waived as provided below) as of the date on which such Purchase Commitment is entered into (such Portfolio Investment’s “ Trade Date ”) or the Company consummates a Substitution (the “Substitution Date”) (and such Portfolio Investment shall not be Purchased and no Substitution shall occur, and the related Financing shall not be required to be made available to the Company by the applicable Financing Providers, unless each of the following conditions is satisfied or waived as of such Trade Date or Substitution Date, as applicable):

(1) the Administrative Agent has consented to such Purchase Commitment or Substitution as provided above, and such Trade Date or Substitution Date is not later than ten (10) Agent Business Days after the date on which such consent is given;

(2) the information contained in the Approval Request accurately describes, in all material respects, such Portfolio Investment and such Portfolio Investment satisfies the eligibility criteria set forth in Schedule 3 (the “ Eligibility Criteria ”);

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(3) the proposed Settlement Date for such Portfolio Investment is not later than the earlier of (x) the date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date and (y) the date that is fifteen (15) Business Days after the end of the Reinvestment Period;

(4) no Market Value Event, Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default (a “ Default ”), in each case, has occurred and is continuing, and the Reinvestment Period has not otherwise ended; and

(5) after giving effect to the Purchase or Substitution of such Portfolio Investment and the related provision of Financing (if any) hereunder:

(w) the Compliance Condition is satisfied;

(x) the Concentration Limitations (as defined on Schedule 4) shall be satisfied or, if not satisfied immediately prior to such Purchase Commitment or Purchase, as the case may be, maintained or improved;

(y) the aggregate principal balance of Financings then outstanding will not exceed, for each type of Financing available hereunder, the limit for such type of Financing set forth in the Transaction Schedule; and

(z) the amount of such Financing (if any) shall be not less than U.S.$ 3,000,000.

The Administrative Agent, on behalf of the Financing Providers, may waive any conditions to a Purchase Commitment, Purchase or Substitution, as the case may be, specified above in this Section 1.03 by written notice thereof to the Company, the Collateral Administrator, the Portfolio Manager and the Collateral Agent.

If the above conditions to a Purchase or Substitution are satisfied or waived, the Portfolio Manager shall determine, in consultation with the Administrative Agent and with notice to any applicable Financing Providers and the Collateral Administrator, the date on which such Purchase shall settle (the “ Settlement Date ” for such Portfolio Investment) and any related Financing shall be provided.

SECTION 1.04. Sales of Portfolio Investments . The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Ineligible Investment or other asset so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the sale of such Portfolio Investment by the Company shall be on an arm’s-length basis. As used herein, “ Ineligible Investment ” means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) to the Seller pursuant to the terms of the Sale Agreement.

Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Accounts) without the

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consent of the Administrative Agent, (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent ( provided that the Administrative Agent shall only require sales at the direction of the Required Financing Providers and at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement.

In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales). None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager or any other person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person in connection with any such sale, so long as, in the case of the Administrative Agent only, any such sale does not violate applicable law.

“ Business Day ” means any day on which commercial banks are open in each of New York City and the city in which the corporate trust office of the Collateral Agent is located; provided that, with respect to any LIBOR related provisions herein, “Business Day” shall be deemed to exclude any day on which banks are required or authorized to be closed in London, England.

“ Compliance Condition ” means, on any date of determination, a condition that is satisfied if the (A) the principal amount of then outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled (other than Purchase Commitments which have traded but not settled within fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of the related Trade Date)) minus the amounts then on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds is less than or equal to (B) 50% of the Net Asset Value.

“ First Lien Loan ” means a Portfolio Investment (i) that is not (and cannot by its terms become) subordinate in right of payment to any obligation of the obligor thereof in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings (other than pursuant to a Permitted Working Capital Lien and customary waterfall provisions contained in the applicable loan agreement), (ii) that is secured by a pledge of collateral, which security interest is (a) validly perfected and first priority (subject to liens for taxes or regulatory charges and any other liens permitted under the related underlying instruments that are reasonable and customary for similar loans) under applicable law or (b)(1) validly perfected and second priority in the accounts, documents, instruments, chattel paper, letter-of-credit rights, supporting obligations, deposit and investments accounts under applicable law and proceeds of any of the foregoing (a first priority lien on such assets a “ Permitted Working Capital Lien ”)

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and (2) validly perfected and first priority (subject to liens for taxes or regulatory charges and any other liens permitted under the related underlying instruments that are reasonable and customary for similar loans) in all other collateral under applicable law and (iii) the Portfolio Manager determines in good faith that the value of the collateral securing the loan (including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral.

“ Market Value Cure ” means, on any date of determination, (i) the contribution by the Seller of cash to the Company (which shall be deposited in the MV Cure Account) and/or, with the consent of the Administrative Agent (in accordance with the Sale Agreement), additional Portfolio Investments to the Company and the pledge and Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof, (ii) the prepayment by the Company of an aggregate principal amount of Advances (together with accrued and unpaid interest thereon) or (iii) any combination of the foregoing clauses (i) and (ii), in each case during the Market Value Cure Period and in an amount such that the Net Asset Value exceeds the product of (a) the Market Value Trigger specified on the Transaction Schedule and (b)(x) the principal amount of the outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled (other than Purchase Commitments which have traded but not settled within fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) of the related Trade Date)) minus (y) the amounts then on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds; provided that, any Portfolio Investment contributed to the Company in connection with the foregoing must meet all of the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and the Concentration Limitations (as defined on Schedule 4) shall be satisfied after such contribution or, if not satisfied immediately prior to such contribution, maintained or improved. For the purposes of any request for consent of the Administrative Agent pursuant to clause (i) in the immediately preceding sentence, if the Company notifies the Administrative Agent on the day on which the events set forth in clause (A)(i) of the definition of the term Market Value Event has occurred of its intention to contribute a Portfolio Investment to the Company to cure such event and requests the related consent thereto, the Administrative Agent shall respond to such request no later than one (1) Business Day after such notice is received. In connection with any Market Value Cure, a Portfolio Investment shall be deemed to have been contributed to the Company if there has been a valid, binding and enforceable contract for the assignment of such Portfolio Investment to the Company and, in the reasonable judgment of the Portfolio Manager, such assignment will settle within fifteen (15) Business Days thereof. The Portfolio Manager shall use its best efforts to effect any such assignment within such time period.

“ Market Value ” means, on any date of determination, (i) with respect to any First Lien Loan or Second Lien Loan, the average indicative bid-side price determined by Markit Group Limited or LoanX (or, if the Administrative Agent determines in its sole discretion that such bid price is not available or is not indicative of the actual current market value, the market value of such First Lien Loan or Second Lien Loan as determined by the Administrative Agent in good faith and in a commercially reasonable manner), (ii) with respect to any Collateralized Delayed Funding Commitment, the market value (as determined by the Administrative Agent in good faith and in a commercially reasonable manner ) of the Loan that would be made if such Collateralized Delayed Funding Commitment were fully drawn and advanced and (iii) with respect to any other Portfolio Investment, the market value of such Portfolio Investment as determined by the Administrative Agent in good faith and in a commercially reasonable manner; provided that, with respect to each Portfolio Investment (other than those determined by reference to Markit Group Limited or LoanX), the Administrative Agent may determine the Market Value thereof more than once per calendar week only if the Market Value of such Portfolio Investment (after such determination) would be less than 95% (or more than 105%) of the then-current Market Value of

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such Portfolio Investment. Notwithstanding anything to the contrary herein, the Market Value for any Portfolio Investment shall not be greater than the par amount thereof. So long as no Market Value Event has occurred or Event of Default has occurred and is continuing, the Portfolio Manager shall have the right to initiate a dispute of the Market Value of certain Portfolio Investments as set forth below.

If the Portfolio Manager disputes the determination of Market Value with respect to any Portfolio Investment, the Portfolio Manager may (with respect to up to three Portfolio Investments per calendar quarter) engage a Nationally Recognized Valuation Provider, at the expense of the Company, to provide a valuation of the applicable Portfolio Investment and submit evidence of such valuation to the Administrative Agent. Such valuation will be the Market Value for the applicable Portfolio Investment from and after (but not earlier then) delivery of notice of such valuation to the Administrative Agent; provided that the Administrative Agent may determine in good faith and in a commercially reasonable manner that the Market Value for the applicable Portfolio Investment has changed, in which the Administrative Agent may determine another Market Value (in accordance with this definition of Market Value).

The Administrative Agent shall use commercially reasonable efforts to notify the Company and the Portfolio Manager of the then-current Market Value of each Portfolio Investment in the Portfolio once per calendar month or upon the reasonable request of the Portfolio Manager. Any notification from the Administrative Agent to the Company that the events set forth in clause (A)(i) of the definition of the term Market Value Event have occurred shall be accompanied by a written statement showing the then-current Market Value of each Portfolio Investment.

“ Market Value Cure Failure ” means the failure by the Company to effect a Market Value Cure as set forth in the definition of such term.

“ Market Value Cure Period ” means the period commencing on the Business Day on which the Portfolio Manager receives notice from the Administrative Agent (which if received after 2:00 p.m., New York City time, on any Business Day, shall be deemed to have been received on the next succeeding Business Day) of the occurrence of the events set forth in clause (A)(i) of the definition of the term Market Value Event and ending at (x) the close of business in New York two (2) Business Days thereafter or (y) such later date and time as may be agreed to by the Administrative Agent in its sole discretion.

“ Market Value Event ” means (A) the occurrence of both of the following events (i) the Administrative Agent shall have determined and notified the Portfolio Manager in writing as of any date that the Net Asset Value does not equal or exceed the product of (a) the Market Value Trigger specified on the Transaction Schedule and (b)(x) the principal amount of the outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled) minus (y) the amounts on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds and (ii) a Market Value Cure Failure or (B) if in connection with any Market Value Cure, a Portfolio Investment sold, contributed or deemed to have been contributed to the Company shall fail to settle within (i) in the case of a Loan, fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any other Portfolio Investment, four (4) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof.

“ Mezzanine Loan ” means a Portfolio Investment which is unsecured, subordinated debt of a company that represents a claim on such company’s assets which is senior only to that of the equity securities of such company.

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“ Nationally Recognized Valuation Provider ” means (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a Lincoln Partners LLC), (iii) Duff & Phelps Corp., (iv) Valuation Research Corporation, (v) FTI Consulting, Inc. and (vi) Murray Devine; provided that any entity providing professional asset valuation services may be added to this definition by the Company (with the consent of the Administrative Agent) or added to or removed from this definition by the Administrative Agent from time to time by notice thereof to the Company and the Portfolio Manager (so long as, in the case of any removal, at least three (3) such providers are included in this definition).

“ Net Asset Value ” means the sum of the Market Value of each Portfolio Investment (both owned and in respect of which there are outstanding Purchase Commitments which have traded but not settled) in the Portfolio that is not (x) an Ineligible Investment or (y) a Portfolio Investment which has traded but not settled (i) in the case of a Loan, within fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof and (ii) in the case of any other Portfolio Investment, within four (4) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) from the related Trade Date thereof.

“ Second Lien Loan ” means a Portfolio Investment (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens for taxes or regulatory charges and any other liens permitted under the related underlying instruments that are reasonable and customary for similar loans) under applicable law and (ii) the Portfolio Manager determines in good faith that the value of the collateral securing the loan (including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral. For the avoidance of doubt, a Second Lien Loan shall not include a Portfolio Investment that satisfies clause (ii)(b) of the definition of First Lien Loan.

SECTION 1.05. Substitutions.

The Company may replace a Portfolio Investment with another Portfolio Investment (each such replacement, a “ Substitution ” and such new Portfolio Investment, a “ Substitute Portfolio Investment ”) so long as the Company has submitted an Approval Request and all other applicable conditions precedent set forth in Section 1.03 have been satisfied with respect to each Substitute Portfolio Investment to be acquired by the Company in connection with such Substitution. In no event shall the aggregate outstanding balance of Portfolio Investments in the Portfolio subject to a Substitution, together with the aggregate outstanding balance of Portfolio Investments sold to the Seller by the Borrower (in each case other than in connection with the sale or substitution of a Warranty Portfolio Investment), exceed 20% of the aggregate Financing Commitments in effect during the Reinvestment Period.

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ARTICLE II

THE FINANCINGS

SECTION 2.01. Financing Commitments.

Subject to the terms and conditions set forth herein, during the Reinvestment Period each Financing Provider hereby severally agrees to make available to the Company on a revolving basis the types of Financing identified on the Transaction Schedule as applicable to such Financing Provider, in U.S. dollars, in an aggregate amount, for such Financing Provider and such type of Financing, not exceeding the amount of its Financing Commitment for such type of Financing. The Financing Commitments shall terminate on the Maturity Date (or, if earlier, the date of termination of the Financing Commitments pursuant to Article VII). As used herein, “ Financing Commitment ” means, with respect to each Financing Provider and each type of Financing available hereunder at any time, the commitment of such Financing Provider to provide such type of Financing to the Company hereunder in an amount up to but not exceeding the portion of the applicable financing limit set forth on the Transaction Schedule that is held by such Financing Provider at such time.

A Financing Provider with a Financing Commitment to make Advances hereunder is referred to as a “ Lender ”.

SECTION 2.02. [reserved] .

SECTION 2.03. Financings; Use of Proceeds.

(a) Subject to the satisfaction or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 both as of the related Trade Date and Settlement Date, the applicable Financing Providers will make the applicable Financing available to the Company on the date specified in the request submitted by the Portfolio Manager (which shall be no sooner than one (1) Business Day following the date of such request and in any event no later than the related Settlement Date, if applicable, which shall be no sooner than one (1) Business Day following the date of such request) as provided herein.

(b) Except as expressly provided herein, the failure of any Financing Provider to make any Advance required hereunder shall not relieve any other Financing Provider of its obligations hereunder. If any Financing Provider shall fail to provide any Financing to the Company required hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Financing Provider to satisfy such Financing Provider’s obligations hereunder until all such unsatisfied obligations are fully paid.

(c) Subject to Section 2.03(e), the Company shall use the proceeds of the Financings received by it hereunder to purchase the Portfolio Investments identified in the related Approval Request or to make advances to the obligor of Delayed Funding Term Loans in accordance with the underlying instruments relating thereto, provided that, if the proceeds of a Financing are deposited in the Collection Account as provided in Section 3.01 prior to or on the Settlement Date for any Portfolio Investment but the Company is unable to Purchase such Portfolio Investment on the related Settlement Date, or if there are proceeds of such Financing remaining after such Purchase, then, subject to Section 3.01(a), the Collateral Agent shall apply such proceeds on such date as provided in Article IV. The proceeds of the Financings shall not be used for any other purpose.

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(d) With respect to any Advance, the Portfolio Manager shall, on behalf of the Company, submit a request substantially in the form of Exhibit A to the Lenders and the Administrative Agent, with a copy to the Collateral Agent and the Collateral Administrator, not later than 2:00p.m. New York City time, one (1) Business Day prior to the Business Day specified as the date on which such Advance shall be made and, upon receipt of such request, the Lenders shall make such Advances in accordance with the terms set forth in Section 3.01. Any requested Advance shall be (i) in an amount such that, after giving effect thereto and the related purchase of the applicable Portfolio Investment(s), the Compliance Condition is satisfied, and (ii) if related to the Purchase of any Portfolio Investment, no later than ten (10) Agent Business Days after the date on which the Administrative Agent approved such Purchase in accordance herewith.

(e) If, on the last day of the Ramp-Up Period, the aggregate principal amount of the outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled) is less than 80% of the aggregate Financing Commitments, then the Portfolio Manager (on behalf of the Company) shall be deemed to have requested a Financing on such date, and the Lenders shall make a corresponding Advance in accordance with Article III on such day (or, if such day is not a Business Day, the next succeeding Business Day), such that after the funding thereof, the aggregate principal amount of the outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled) is equal to 80% of the aggregate Financing Commitments. “ Ramp-Up Period ” means the period from and including the Effective Date to but excluding February 23, 2015. The proceeds of such Advance shall be deposited in the Collection Account and held as cash pending the acquisition of additional Portfolio Investments.

SECTION 2.04. Other Conditions to Financings . Notwithstanding anything to the contrary herein, the obligations of the Lenders to make Advances shall not become effective until the date (the “Effective Date”) on which each of the following conditions is satisfied (or waived by the Administrative Agent in its sole discretion):

(a) Executed Counterparts . The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) Loan Documents . The Administrative Agent (or its counsel) shall have received reasonably satisfactory evidence that the Sale Agreement and the Management Agreement (such documents, together with this Agreement, the “ Loan Documents ”) have been executed and are in full force and effect, and that the initial sales and contributions contemplated by the Sale Agreement shall have been consummated in accordance with the terms thereof.

(c) Opinions . The Administrative Agent (or its counsel) shall have received one or more reasonably satisfactory written opinions of Dechert LLP, counsel for the Company, covering such matters relating to the transactions contemplated hereby as the Administrative Agent shall reasonably request (including, without limitation, certain non-consolidation and bankruptcy matters) in writing.

(d) Corporate Documents . The Administrative Agent (or its counsel) shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Company and the Portfolio Manager as the Administrative Agent

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may reasonably require evidencing the identity, authority and capacity of each officer thereof or other Person authorized to act in connection with this Agreement and the other Loan Documents, and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company and the Portfolio Manager and any other legal matters relating to the Company, the Portfolio Manager, this Agreement or the transactions contemplated hereby, all in form and substance satisfactory to the Administrative Agent and its counsel.

(e) Payment of Fees, Etc . The Administrative Agent, the Lenders, the Collateral Agent and the Collateral Administrator shall have received all fees and other amounts due and payable by the Company in connection herewith on or prior to the Effective Date, including the fee payable pursuant to Section 4.03(f) and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

(f) Patriot Act, Etc. To the extent requested by the Administrative Agent or any Lender, the Administrative Agent or such Lender, as the case may be, shall have received all documentation and other information required by regulatory authorities under the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and other applicable “know your customer” and anti-money laundering rules and regulations.

(g) Certain Acknowledgements . The Administrative Agent shall have received (i) executed acknowledgements, each in form and substance satisfactory to the Administrative Agent and its counsel, relating to certain UCC financing statements filed against the Seller and related matters, (ii) UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name the Company as debtor and that are filed in the jurisdiction in which the Company is organized and (iii) such other searches that the Administrative Agent deems necessary or appropriate.

ARTICLE III

ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS

SECTION 3.01. The Advances.

(a) Making the Advances . If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender shall make such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the Collateral Agent for deposit to the Collection Account. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance, provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Advances.

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(b) Interest on the Advances . All outstanding Advances shall bear interest (from and including the date on which such Advance is made) at a per annum rate equal to the LIBO Rate for each Calculation Period in effect plus the Applicable Margin for Advances set forth on the Transaction Schedule. Notwithstanding the foregoing, if any principal of or interest on any Advance is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to the Advances as provided in the preceding sentence. As used herein:

“ Calculation Period ” means the period from and including the date on which the first Advance is made hereunder to but excluding the one month anniversary thereof and each successive one month period during the term of this Agreement (or, in the case of the last Calculation Period, if the last Calculation Period does not end on a monthly anniversary of the date of the first Advance hereunder (each such date, a “ Calculation Period Start Date ”), the period from and including the preceding Calculation Period Start Date to but excluding the Maturity Date).

“ LIBO Rate ” means, for each Calculation Period relating to an Advance, the rate appearing on the Reuters Screen LIBOR 01 Page on the Bloomberg Financial Markets Commodities News (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Calculation Period, as the rate for U.S. dollar deposits with a maturity of one month. If such rate is not available at such time for any reason, then the LIBO Rate for such Calculation Period shall be the rate at which U.S. dollar deposits in an amount corresponding to the amount of such Advance and for the applicable maturity are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Calculation Period. The LIBO Rate shall be determined by the Administrative Agent (and notified to the Collateral Administrator and the Portfolio Manager), and such determination shall be conclusive absent manifest error.

(c) Evidence of the Advances . Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (1) the amount of each Advance made hereunder, (2) the amount of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and (3) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to this paragraph (c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement.

Any Lender may request that Advances made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if a registered note is requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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(d) Pro Rata Treatment . Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made on a pro rata basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect of Advances held by them.

(e) Illegality . Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for a Lender or the Administrative Agent to perform its obligations hereunder to fund or maintain Advances hereunder, then (1) the obligation of such Lender or the Administrative Agent hereunder shall immediately be suspended until such time as such Lender or the Administrative Agent determines (in its sole discretion) that such performance is again lawful, (2) at the request of the Company, such Lender or the Administrative Agent, as applicable, shall use reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses), until such time as the Advances are required to be prepaid as mandated by law in clause (3) below, to transfer all of its rights and obligations under this Agreement to another of its offices, branches or Affiliates with respect to which such performance would not be unlawful, and (3) if such Lender or the Administrative Agent is unable to effect a transfer under clause (2), then any outstanding Advances of such Lender shall be promptly paid in full by the Company (together with all accrued interest and other amounts owing hereunder) but not later than such date as shall be mandated by law; provided that, to the extent that any such adoption or change makes it unlawful for the Advances to bear interest by reference to the LIBO Rate, then the foregoing clauses (1) through (3) shall not apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after such adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth on the Transaction Schedule.

If any Change in Law shall subject any recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result shall be to increase the cost to such Lender or such other recipient of making, converting to, continuing or maintaining any Advance or of maintaining its obligation to make any such Advance, or to reduce the amount of any sum received or receivable by such Lender or other recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other recipient, the Company will pay to such Lender or other recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other recipient, as the case may be, for such additional costs incurred or reduction suffered.

If any Lender (i) provides notice of unlawfulness or requests compensation under this clause (e) or (ii) defaults in its obligation to make Advances hereunder, then the Company may, at its sole expense and effort, upon written 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, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related transaction documents to an assignee identified by the Company that shall assume such obligations (whereupon such Lender shall be obligated to so assign), provided that, (x) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder through the date of such assignment and (y) a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. No prepayment fee that may otherwise be due hereunder shall be payable to such Lender in connection with any such assignment.

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“ Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  0.50%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ 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 Federal funds brokers of recognized standing selected by it.

Subject to Section 3.03, all payments to be made hereunder by the Company in respect of the Advances shall be made without set-off or counterclaim and in such amounts as may be necessary in order that every such payment (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatever nature imposed by the jurisdiction in which the Company is organized or any political subdivision or taxing authority therein or thereof) shall not be less than the amounts otherwise specified to be paid under this Agreement.

SECTION 3.02. General . The provisions of Section 3.01 and any other provisions relating to the types of Financings contemplated by each such section shall not be operative until and unless such types of Financing have been made available to the Company, as evidenced by the Transaction Schedule.

SECTION 3.03. Taxes .

(a) Payments Free of Taxes . All payments to be made hereunder by the Company in respect of the Advances shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by the Company, then the Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(c) Indemnification by the Company . The Company shall indemnify each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes

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imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification by the Lenders . Each Lender shall indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of 10.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) Evidence of Payments . As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section 3.03, the Company 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.

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.03(f) (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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

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

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(B) any Foreign Lender shall deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably 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 Company or the Administrative Agent, but only if the Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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

(ii) an executed IRS Form W-8ECI;

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

(iv) to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E or applicable successor form, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably 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 Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to 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 Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund or credit (in lieu of such refund) of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts pursuant to this Section 3.03), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund or credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the termination, satisfaction or discharge of all obligations under any Loan Document.

As used herein:

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.

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

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Financing Commitment or Advance pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Financing Commitment or Advance or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender

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became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply with Section 3.03(f) and (d) any withholding Taxes imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

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

“ Governmental Authority ” means the government of the United States of America or any other nation, or of 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, and (b) to the extent not otherwise described in (a), Other Taxes.

“ IRS ” means the United States Internal Revenue Service.

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

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

“ Participant Register ” has the meaning specified in clause (d) of Section 10.06.

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

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

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ARTICLE IV

COLLECTIONS AND PAYMENTS

SECTION 4.01. Interest Proceeds . The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Interest Proceeds to the Collection Account. To the extent Interest Proceeds are received by the Company other than by deposit into the Collection Account, the Company shall cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Collection Account all Interest Proceeds received by it immediately upon receipt thereof. As used herein, “ Interest Proceeds ” means all payments of interest received by the Company in respect of the Portfolio Investments and Eligible Investments (in each case other than accrued interest purchased by the Company using Principal Proceeds, but including proceeds received from the sale of interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible Investments and all payments of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility fees, late payment fees, amendment fees, waiver fees, prepayment fees and premiums, customary syndication or other up-front fees and customary administrative agency or similar fees); provided , however , that for the avoidance of doubt, Interest Proceeds shall not include amounts or Eligible Investments in the MV Cure Account or any proceeds therefrom.

All Interest Proceeds shall be retained in the Collection Account and invested (and reinvested) at the written direction of the Company (or the Portfolio Manager on its behalf) delivered to the Collateral Agent in dollar-denominated high-grade investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent) (“ Eligible Investments ”). Eligible Investments shall mature no later than the end of the next succeeding Calculation Period.

Interest Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement or (ii) to make Permitted Distributions and Permitted RIC Tax Distributions permitted by Article VI, in each case with prior notice to the Administrative Agent.

SECTION 4.02. Principal Proceeds . The Company shall notify the obligor with respect to each Portfolio Investment owned by it to remit all amounts that constitute Principal Proceeds to the Collection Account. To the extent Principal Proceeds are received by the Company other than by deposit into the Collection Account, the Company shall cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Collection Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Collection Account all Principal Proceeds received by it immediately upon receipt thereof. As used herein, “ Principal Proceeds ” means all amounts received by the Company with respect to the Portfolio Investments or any other Collateral, and all amounts otherwise on deposit in the Accounts (including cash contributed by the Company), in each case other than Interest Proceeds.

All Principal Proceeds shall be retained in the Collection Account and invested at the written direction of the Administrative Agent in overnight Eligible Investments selected by the Portfolio Manager (unless an Event of Default has occurred and is continuing or a Market Value Event has occurred, in which case, selected by the Administrative Agent). All investment income on such Eligible Investments shall constitute Interest Proceeds.

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Principal Proceeds on deposit in the Collection Account shall be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Market Value Event, the Administrative Agent)) and remitted to the Company to be applied (i) to make payments in accordance with this Agreement, (ii) towards the purchase price of Portfolio Investments purchased in accordance with this Agreement, (iii) to make Permitted RIC Tax Distributions permitted by Article VI, in each case with prior notice to the Administrative Agent or (iv) to make advances to the obligor of Delayed Funding Term Loans in accordance with the underlying instruments relating thereto.

SECTION 4.03. Principal and Interest Payments; Prepayments; Commitment Fee.

(a) The unpaid principal amount of the Advances (together with accrued interest thereon) shall be paid to the Administrative Agent for the account of each Lender on the Maturity Date and any and all cash in the Accounts shall be applied to the satisfaction of the Secured Obligations on the Maturity Date (and any remaining cash shall be released to or at the direction of the Company).

(b) Accrued interest on the Advances shall be payable in arrears on each Interest Payment Date; provided that (i) interest accrued pursuant to the second sentence of Section 3.01(b) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Advances, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. “ Interest Payment Date ” means the third Business Day after the last day of each Calculation Period.

(c) Subject to Section 4.03(d), the Company shall have the right from time to time to prepay outstanding Advances in whole or in part on the last day of any Calculation Period (or on any Business Day in connection with a Market Value Cure), subject to the requirements of this Section 4.03(c).

The Company shall notify the Administrative Agent by electronic mail of any prepayment hereunder not later than 2:00 p.m., New York City time, three (3) Business Days before the date of prepayment (which shall be the last day of a Calculation Period, unless such prepayment is in connection with a Market Value Cure). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of outstanding Advances shall be in an amount not less than $2,000,000. Prepayments shall be accompanied by accrued and unpaid interest.

Prior to the first anniversary of the date hereof, the Company may not make a prepayment (other than in connection with a Market Value Cure) such that, after such prepayment, the aggregate principal amount of the outstanding Advances is less than 80% of the aggregate Financing Commitments.

If at any time after the first anniversary of the date hereof and during the Reinvestment Period the Company makes a prepayment (other than in connection with a Market Value Cure) such that, after such prepayment, the aggregate principal amount of the outstanding Advances is less than 80% of the aggregate Financing Commitments, then, simultaneously with such prepayment, the Financing Commitments shall be automatically reduced by a corresponding amount such that after such prepayment and reduction, the aggregate principal amount of the outstanding Advances is equal to 80% of the aggregate Financing Commitments (as so reduced).

(d) Each commitment reduction pursuant to Section 4.03(c) or Section 4.06 (other than in connection with a Market Value Cure) shall be accompanied by a premium equal to (i) if such commitment reduction is made after the first anniversary of the date hereof and on or prior to the second anniversary of the date hereof, 1.00% of the principal amount of such commitment reduction and (ii) if

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such commitment reduction is made after the second anniversary of the date hereof, zero. Notwithstanding anything in this Article IV, no premium shall be payable by the Company in the event that the Company terminates or reduces the Financing Commitments or prepays Advances outstanding hereunder, in each case as expressly permitted hereunder, (a) when the Administrative Agent has not approved 75% or more of Portfolio Investments with an initial Market Value of at least 80% of the par amount thereof submitted by the Company for approval prior to any date, such percentage to be calculated based on the ratio of (i) the number of Portfolio Investments reviewed and approved by the Administrative Agent to (ii) the number of Portfolio Investments that are presented for approval by the Company to the Administrative Agent in good faith; provided that the foregoing clause (a) shall not apply if less than ten (10) Portfolio Investments have been so presented for approval prior to the first anniversary of this Agreement, (b) if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent hereunder, (c) if the Company elects to terminate or reduce the Financing Commitments as a result of a Lender’s default in its obligations hereunder or (d) the Advances are prepaid in connection with a Market Value Cure.

(e) The Company agrees to pay to the Administrative Agent, from and after the last day of the Ramp-Up Period, for the account of each Lender, a commitment fee which shall accrue at 0.50% on the average daily unused amount of the Financing Commitment of such Lender during the period from and including the last day of the Ramp-Up Period to but excluding the last day of the Reinvestment Period. Accrued commitment fees shall be payable in arrears on each Interest Payment Date occurring after the last day of the Ramp-Up Period and on the earlier of (i) date on which the Financing Commitments terminate and (ii) the last day of the Reinvestment Period. 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).

(f) The Company agrees to pay the Administrative Agent, for the account of each Lender, an upfront fee on the date hereof in an aggregate amount equal to $1,050,000. Once paid, such fee or any part thereof shall not be refundable under any circumstances.

SECTION 4.04. Payments Generally . All payments to the Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in writing to the Company and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator may conclusively rely) and the Portfolio Manager of the calculation of amounts payable to the Financing Providers in respect of the Financings and the amounts payable to the Portfolio Manager. At least three Business Days prior to each Interest Payment Date, the Administrative Agent shall deliver an invoice to the Portfolio Manager, the Collateral Agent and the Collateral Administrator in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03 hereof, all payments hereunder shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars. All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION 4.05. MV Cure Account Deposits . The Company shall cause all cash received by it in connection with a contribution of cash by the Seller in accordance with clause (i) of the definition of Market Value Cure to be deposited in the MV Cure Account or remitted to the Collateral Agent, and the Collateral Agent shall credit to the MV Cure Account such amounts received by it (and identified as such) immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the MV Cure Account shall be invested in overnight Eligible Investments at the written direction of the Administrative Agent (as directed by the Required Financing Providers). All amounts contributed to the

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Company by the Seller in connection with a Market Value Cure shall be paid free and clear of any right of chargeback or other equitable claim. Any amounts on deposit in the MV Cure Account shall be repaid to the Company upon the payment in full of the Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) and the termination of the Financing Commitments.

SECTION 4.06. Termination or Reduction of Commitments .

(a) From and after the first anniversary of the date hereof, the Company shall be entitled at its option and upon five (5) Business Days’ prior written notice to the Administrative Agent to either (i) terminate the Financing Commitments in whole upon payment in full of all Advances, all accrued and unpaid interest and all other Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) or (ii) reduce in part the portion of the Financing Commitments that exceeds the sum of the outstanding Advances.

(b) The Financing Commitments shall be automatically reduced on the date of any prepayment made in accordance with the definition of “Market Value Cure”, in each case in an amount equal to the amount of such prepayment.

(c) The Financing Commitments shall be reduced to the extent required by Section 4.03(c).

ARTICLE V

THE PORTFOLIO MANAGER

SECTION 5.01. [reserved] .

SECTION 5.02. Portfolio Manager Representations as to Eligibility Criteria; Etc . The Portfolio Manager agrees, in accordance with the Management Agreement, that when carrying out duties on behalf of the Company that it shall not knowingly or intentionally cause the Company to fail to comply with the covenants and restrictions imposed on the Company herein. The Portfolio Manager represents to the other parties hereto that (a) as of the Trade Date and Settlement Date or Substitution Date, as applicable, for each Portfolio Investment, such Portfolio Investment meets all of the applicable Eligibility Criteria (unless otherwise consented to by the Administrative Agent) and, except as otherwise permitted hereunder, the Concentration Limitations (as defined on Schedule 4) shall be satisfied, or if not satisfied immediately prior to such Purchase or Substitution, maintained or improved, after the consummation of the related Purchase or Substitution (unless otherwise consented to by the Administrative Agent) and (b) all of the information contained in the related Approval Request is true, correct and complete in all material respects; provided that, to the extent any such information was furnished to the Company by any third party, such information is as of its delivery date true, complete and correct in all material respects to the knowledge of the Portfolio Manager.

SECTION 5.03. Exculpation . In performing any duty on behalf of the Company hereunder, the Portfolio Manager shall be entitled to all of the protections and immunities set forth in the Management Agreement. None of the Portfolio Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees and agents (each a “ Portfolio Manager Party ”) will be liable to the Company, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Financing Providers or any other Person for any all expenses, losses, damages, liabilities, demands, charges or claims of any kind or nature whatsoever (including reasonable attorneys’ fees and accountants’ fees and costs and expenses relating to investigating or defending any demands, charges and claims) (“ Losses ”) incurred, or for any decrease in the value of the Collateral as a result of, the actions taken or recommended, or for any omissions

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(including, with respect to the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any Financing Provider, any failure to timely grant any consent requested by the Portfolio Manager) by, the Portfolio Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees or agents under or in connection with this Agreement or the terms of the Loan Agreement applicable to it, except that the Portfolio Manager shall be so liable as and to the extent such Losses arise out of or in connection with (i) acts or omissions of the Portfolio Manager constituting bad faith, willful misconduct, gross negligence or fraud by the Portfolio Manager in the performance of, or reckless disregard by the Portfolio Manager with respect to, the obligations of the Portfolio Manager hereunder and under the terms of the Loan Agreement applicable to the Portfolio Manager (a “ Portfolio Manager Breach ”) or (ii) any breach of the representations and warranties set forth in the Management Agreement.

ARTICLE VI

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 6.01. Representations and Warranties . Each of the Company and, only with respect to clauses (a) through (f), (l), (m) and (p) below, the Portfolio Manager, represent to the other parties hereto solely with respect to itself that:

(a) it is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated;

(b) the execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions contemplated by the Loan Documents have been duly authorized by it and this Agreement and each such other Loan Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies generally and general principles of equity regardless of whether applied in proceedings in equity or at law);

(c) the execution, delivery and performance of this Agreement and each other Loan Document and the consummation of such transactions do not and will not conflict with the provisions of its governing instruments and, except where such violation would not reasonably be expected to have a Material Adverse Effect, will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected;

(d) [reserved];

(e) the Portfolio Manager is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or is not required to be so registered;

(f) it has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan Document and each such consent and authorization is in full force and effect except where such failure would not reasonably be expected to have a Material Adverse Effect;

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(g) it is not required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended;

(h) it has not issued any securities that are or are required to be registered under the Securities Act of 1933, as amended, and it is not a reporting company under the Securities Exchange Act of 1934, as amended;

(i) except with respect to the Secured Obligations, it has no outstanding Indebtedness;

(j) (x) it does not have underlying assets which constitute “plan assets” within the Plan Asset Rules; and (y) neither it nor any ERISA Affiliate has sponsored, maintained, contributed to, been required to contribute to or have any liability with respect to any Plan;

(k) as of the date of this Agreement it is, and after giving effect to any Advance it will be, Solvent and it is not entering into this Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its creditors;

(l) it is not subject to any Adverse Proceeding;

(m) it is not in default under any other contract to which it is a party, except where such default would not reasonably be expected to have a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Company or the Portfolio Manager, taken as a whole, (b) the ability of the Company or the Portfolio Manager to perform its obligations under this Agreement or any of the other Loan Documents, (c) the rights of or benefits available to the Administrative Agent or the Lenders under this Agreement or any of the other Loan Documents or (d) the value of the Collateral (a “ Material Adverse Effect ”);

(n) (i) it is in compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and with the USA PATRIOT Act and all other laws and regulations relating to money laundering and terrorist activities and (ii) except where such non-compliance would not reasonably be expected to have a Material Adverse Effect, it is in compliance with all other Laws and all orders, writs, injunctions and decrees applicable to it or to its properties;

(o) it does not have any Subsidiaries or own any Investments in any Person other than the Portfolio Investments or Investments (i) constituting Eligible Investments (as measured at their time of acquisition by the Company) and (ii) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof;

(p) (x) it has disclosed to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters actually known to it, without inquiry, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (y) no report, financial statement, certificate or other information (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished in writing by or on behalf of it or any of its Affiliates to the Administrative Agent or any Lender in connection with the transactions

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contemplated by this Agreement and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each case as updated, modified or supplemented by other information so furnished) contains (or, to the extent any such information was furnished to the Company by a third party, to the Company’s knowledge contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(q) [reserved];

(r) it has good and marketable title to all Portfolio Investments and other Collateral free of any liens (other than liens in favor of the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law);

(s) the Company has filed all material tax returns required by law to have been filed by it in the required legal timeframe (if any); all such tax returns are true and correct in all material respects; and the Company has paid or withheld (as applicable) all material taxes and governmental charges owing or required to be withheld by it (if any), except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP on its books;

(t) the Company is (i) a limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes and (ii) wholly owned by an entity that qualifies as a RIC;

(u) [reserved]; and

(v) prior to the date hereof, the Company has not engaged in any business operations or activities other than as an ownership entity for Portfolio Investments and similar loan or debt obligations and activities incidental thereto.

As used herein:

“ Adverse Proceeding ” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Company) at law or in equity, or before or by any governmental authority, domestic or foreign, whether pending, active or, to the Company’s knowledge, threatened against or affecting the Company or its property which would reasonably be expected to result in a Material Adverse Effect.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by the United States Department of Labor, as from time to time in effect.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412, 430 or 431 of the Code).

“ Indebtedness ” as applied to any Person, means, without duplication, as determined in accordance with GAAP, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services;

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(v) all indebtedness secured by any lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; and (ix) any liability of such Person for an obligation of another through any contractual obligation (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above. Notwithstanding the foregoing, “Indebtedness” shall not include a commitment arising in the ordinary course of business to purchase a future Portfolio Investment in accordance with the terms of this Agreement.

“ Investment ” means (a) the purchase of any debt or equity security of any other Person, or (b) the making of any loan or advance to any other Person, or (c) becoming obligated with respect to a contingent obligation in respect of obligations of any other Person.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any governmental authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case whether or not having the force of law.

“ Person ” means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Plan Asset Rules ” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“ Solvent ” means, with respect to any entity, that as of the date of determination, (a) the sum of such entity’s debts (including contingent liabilities) does not exceed the present fair saleable value of such entity’s present assets; (b) such entity’s capital is not unreasonably small in relation to its business as contemplated on the date of this Agreement; and (c) such entity 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. 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.

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“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Notwithstanding the foregoing, the term “Subsidiary” shall not include any Person that constitutes an Investment held by the Company in the ordinary course of business and consistent with the terms hereof and that is not, under GAAP, consolidated on the financial statements of the Company.

SECTION 6.02. Covenants of the Company . The Company:

(a) shall not engage in any business or activity other than the ownership of the Collateral, the transactions expressly contemplated hereby and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;

(b) shall not incur any Indebtedness or grant any liens on any of its property, in each case except to the extent expressly permitted hereby:

(c) shall not guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the obligations of any other Person;

(d) shall not control the decisions or actions respecting the daily business or affairs of any other Person except as otherwise permitted hereunder (which, for the avoidance of doubt, shall not prohibit the Company from taking, or refraining to take, any action under or with respect to a Portfolio Investment; provided that such action shall not contravene the terms and conditions of this Agreement);

(e) shall correct any known misunderstandings regarding its separate identity;

(f) shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any other Person (except as may be required for U.S. federal income tax purposes and except that for accounting purposes, it may be consolidated with other Persons (including the Seller) as permitted by GAAP);

(g) [reserved];

(h) shall not amend any of its constituent documents in any manner that would reasonably be expected to adversely affect the Lenders without the prior written consent of the Administrative Agent and the Required Financing Providers;

(i) shall not, without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers who may refuse to direct the Administrative Agent to consent in their sole and absolute discretion), enter into any hedge agreement;

(j) shall not maintain any of its primary books or records with respect to the Collateral at any office other than at the address referred to on the Transaction Schedule (or at the office of the

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Collateral Agent) or maintain its chief executive office or its place of business at any place other than at such address, in each case without providing at least fifteen (15) days advance written notice to the Administrative Agent;

(k) shall not change its name, or name under which it does business, from the name shown on the signature pages hereto;

(l) shall not fail at all times to hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name;

(m) shall not fail to maintain adequate capital for normal operations reasonably foreseeable for a business of its size and character;

(n) shall at all times comply with the requirements of its constituent documents and observe all limited liability company formalities under applicable law;

(o) shall not fail to allocate shared expenses fairly and reasonably;

(p) shall have at least one independent manager or director at all times;

(q) shall at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business except to the extent that the failure to keep such franchises, licenses and permits in existence would not reasonably be expected to result in a Material Adverse Effect;

(r) shall comply with all applicable requirements of law (whether statutory, regulatory or otherwise), the noncompliance with which could reasonably be expected to have, individually or collectively, a Material Adverse Effect;

(s) shall not merge into or consolidate with any person or dissolve, terminate or liquidate in whole or in part, or change its legal structure, without the prior written consent of the Administrative Agent;

(t) except for Investments permitted by Section 6.02(bb), shall not have any Subsidiaries without the prior written consent of the Administrative Agent;

(u) shall not fail to remain Solvent;

(v) shall ensure that (i) its affairs are conducted so that its underlying assets do not constitute “plan assets” within the meaning of the Plan Asset Rules, and (ii) neither it nor any ERISA Affiliate sponsors, maintains, contributes to or is required to contribute to or have any liability with respect to any Plan;

(w) shall take all actions necessary or advisable to maintain good and marketable title to the Portfolio Investments and the other Collateral in all material respects;

(x) shall promptly furnish to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following financial statements, reports and information: (i) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller (beginning with the year ended December 31, 2014), consolidated audited financial statements of the Seller, audited by a firm of nationally recognized independent public

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accountants, as of the end of such fiscal year; and (ii) from time to time, such other information or documents (financial or otherwise) as the Administrative Agent or the Required Financing Providers may reasonably request;

(y) the Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company; provided that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge, (i) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves in accordance with GAAP have been made or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect;

(z) shall maintain proper books of record and account, distinct and separate from those of any other person (except with respect to consolidation for tax and consolidated accounting purposes), in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and shall permit the Administrative Agent to inspect its books and records during normal business hours with at least one (1) Business Days’ prior written notice;

(aa) shall not make any Restricted Payments without the prior written consent of the Administrative Agent; provided that (A) the Company may make Permitted Distributions (other than Permitted RIC Tax Distributions) so long as (i) no Default or Event of Default has occurred and is continuing and no Market Value Event has occurred (in each case, or would occur after giving effect to such Permitted Distribution), (ii) the Company gives at least three (3) Business Days prior notice thereof to the Administrative Agent and (iii) after giving effect to such Permitted Distribution, the Compliance Condition is satisfied and (B) the Company may make Permitted RIC Tax Distributions so long as (i) after giving effect to such Permitted RIC Tax Distribution, the Compliance Condition is satisfied, (ii) the Company gives at least three (3) Business Days prior notice thereof to the Administrative Agent and (iii) after the occurrence and during the continuance of an Event of Default, the aggregate amount of all Permitted RIC Tax Distributions made in any calendar quarter (after giving effect to such Permitted RIC Tax Distribution) is not greater than $1,500,000;

(bb) shall not make or hold any Investments, except the Portfolio Investments or Investments (A) constituting Eligible Investments, (B) those the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer thereof, and (C) received in connection with making an Eligible Investment;

(cc) shall not enter into any agreement which prohibits the creation or assumption of any lien upon its properties, revenues or assets, whether now owned or hereafter acquired, other than the Loan Documents;

(dd) [reserved];

(ee) shall not purchase or otherwise acquire or receive as a distribution any commodities or any fee interest in real property or any equivalent interest in real property under any applicable law, except for such commodities or fee interest in real property as the Company shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any issuer

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thereof; provided that the Company shall disclose such acquisition or receipt of any such commodities or fee interest in real property to the Administrative Agent promptly following the acquisition or receipt thereof;

(ff) shall not cancel, terminate or consent to or accept any cancellation or termination of, amend, modify or change in any manner any term or condition of the Management Agreement in any manner that materially and adversely affects the Lenders;

(gg) [reserved];

(hh) shall not, directly or indirectly, (i) sell, lease or otherwise transfer any assets to any of its Affiliates or the Portfolio Manager or any account managed by the Portfolio Manager; or (ii) other than pursuant to the Sale Agreement and Management Agreement, enter into any other transaction directly or indirectly with or for the benefit of any of its Affiliates or the Portfolio Manager or any account managed by the Portfolio Manager, in each case unless such sale, lease, transfer or transaction is on an arm’s length basis and, if applicable, for fair market value; provided that nothing in this clause (hh) shall prohibit a Permitted Distribution or Permitted RIC Tax Distribution; provided further that the aggregate outstanding balance of Portfolio Investments sold to the Seller by the Borrower, together with the aggregate outstanding balance of Portfolio Investments subject to a Substitution (in each case other than in connection with the sale or substitution of a Warranty Portfolio Investment), shall not exceed 20% of the aggregate Financing Commitments in effect during the Reinvestment Period;

(ii) shall post on a password protected website maintained by the Portfolio Manager to which the Administrative Agent will have access or deliver via email to the Administrative Agent, with respect to each obligor in respect of a Portfolio Investment, the complete financial reporting package with respect to the related obligor (including any financial statements, management discussion and analysis, executed covenant compliance certificates and related covenant calculations with respect to such obligor), in each case to the extent received by the Company, which delivery or posting shall be made, if received by the 15th day of any month, by the 30th day of such month, and if received after the 15 ^th day but prior to the 30th day of any month, by the 15th day of the succeeding month;

(jj) shall not elect to be classified as other than a limited liability company that is disregarded for U.S. federal income tax purposes, nor shall the Company take any other action or actions that would cause it to be classified, taxed or treated as a corporation or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes (including transferring interests in the Company on or through an established securities market or secondary market (or the substantial equivalent thereof), within the meaning of Section 7704(b) of the Code (and Treasury regulations thereunder); and

(kk) the Company shall only have equity owners that are U.S. Persons.

As used herein:

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person (whether by virtue of ownership, contractual rights or otherwise) but, which shall not, with respect to the Company include the obligors under any Portfolio Investment.

“ GAAP ” means generally accepted accounting principles in the effect from time to time in the United States, as applied from time to time by the Company.

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“ Management Agreement ” means the Portfolio Management Agreement dated on the date hereof, between the Company and the Portfolio Manager relating to the management of the Portfolio Investments, as amended, restated, supplemented or otherwise modified from time to time.

“ Permitted Distribution ” means, from and after the commencement of the Reinvestment Period, (i) distributions of Interest Proceeds to the Seller (or other permitted equity holders of the Company) on account of the equity interests owned by such Person, (ii) distributions of Interest Proceeds in respect of premiums relating to any insurance obtained by the Company that is expressly permitted by the organizational documents of the Company or (iii) distributions of Interest Proceeds to the Portfolio Manager in respect of expenses and indemnities payable in accordance with the Management Agreement. Permitted Distributions shall not include Permitted RIC Tax Distributions.

“ Permitted RIC Tax Distribution ” means distributions to the Seller (from the Accounts or otherwise) to the extent required to allow the Seller to make sufficient distributions to qualify as a RIC and to otherwise eliminate federal or state income or excise taxes payable by the Seller in or with respect to any taxable year of the Seller (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Seller shall not exceed 115% of the amounts that the Company would have been required to distribute to the Seller to: (i) allow the Company to satisfy the minimum distribution requirements that would be 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, (ii) reduce to zero for any such taxable year the Company’s 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 the Company’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a RIC under the Code and (B) after the occurrence and during the continuance of an Event of Default, the amount of Permitted RIC Tax Distributions made in any calendar quarter shall not exceed U.S.$1,500,000.

“ Restricted Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares or other equity interests in the Company now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, by the Company of any shares or other equity interests in the Company now or hereafter outstanding; and (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares or other equity interests in the Company now or hereafter outstanding.

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

SECTION 6.03. Amendments of Portfolio Investments, Etc . If the Company or the Portfolio Manager receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification of any Portfolio Investment or any related underlying instrument or rights thereunder (each, an “ Amendment ”) with respect to any Portfolio Investment or any related underlying instrument, or makes any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder, it will give prompt (and in any event, not later than five (5) Business Days’) notice thereof to the Administrative Agent. In any such event, the Company shall exercise all voting and other powers of ownership relating to such Amendment or the exercise of such rights or

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remedies as the Portfolio Manager shall deem appropriate under the circumstances. If an Event of Default has occurred and is continuing or a Market Value Event has occurred, the Company will exercise all voting and other powers of ownership as the Administrative Agent (acting at the direction of the Required Financing Providers) shall instruct (it being understood that if the terms of the related underlying instrument expressly prohibit or restrict any such rights given to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or restriction is not violated).

ARTICLE VII

EVENTS OF DEFAULT

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

(a) the Company shall fail to pay any amount owing by it in respect of the Secured Obligations (whether for principal, interest, fees or other amounts) 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 and, in the case of amounts other than principal and interest, such failure continues for a period of five (5) calendar days following the earlier of (x) the Company becoming aware of such failure or (y) receipt of written notice by the Company of such failure.

(b) any representation or warranty made or deemed made by or on behalf of the Company or the Portfolio Manager (collectively, the “ Credit Risk Parties ”) herein or in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) and such failure shall continue for a period of ten (10) days following the earlier of (i) receipt by such Credit Risk Party of written notice of such inaccuracy from the Administrative Agent and (ii) an officer of such Credit Risk Party becoming aware of such inaccuracy;

(c)(A) the Company shall fail to observe or perform any covenant, condition or agreement contained in Section 6.02(b), (c), (h), (k), (p), (s), (t), (aa), (cc) or (hh) or (B) any Credit Risk Party shall fail to observe or perform any other covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document and, in the case of this clause (B), if such failure is capable of being remedied, such failure shall continue for a period of ten (10) days following the earlier of (i) receipt by such Credit Risk Party of written notice of such failure from the Administrative Agent and (ii) an officer of such Credit Risk Party becoming aware of such failure (or, if such failure could not reasonably be expected to be cured within ten (10) days, such Credit Risk Party commences and diligently pursues such cure and such failure is cured within thirty (30) days);

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

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(e) any Credit Risk Party 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 (d) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Credit Risk Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or

(f) any Credit Risk Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(g) any representation or warranty made or deemed made by the Seller in connection with the Sale Agreement or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document furnished pursuant thereto or in connection therewith (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and (other than with respect to any representation or warranty made by the Seller pursuant to Section 4.1 (e), (h), (i) or (p) of the Sale Agreement) such inaccuracy shall continue for a period of ten (10) days following the earlier of (i) receipt by the Company of written notice of such inaccuracy from the Administrative Agent and (ii) an officer of the Company becoming aware of such inaccuracy;

(h) the Seller shall fail to observe or perform any covenant, condition or agreement contained in the Sale Agreement in any material respect and (other than with respect to any covenant, condition or agreement of the Seller pursuant to Section 5.1 (f) or (h) or Section 6.1 of the Sale Agreement), if such failure is capable of being remedied, such failure shall continue for a period of ten (10) days following the earlier of (i) receipt by the Seller of written notice of such failure from the Administrative Agent and (ii) an officer of the Seller becoming aware of such failure (or, if remediable and such failure could not reasonably be expected to be cured within ten (10) days, the Seller commences and diligently pursues such cure and such failure is cured within thirty (30) days),

(i) the passing of a resolution by the equity holders of the Company in respect of the winding up on a voluntary basis of the Company;

(j) any final judgments or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for the payment of money in an aggregate amount in excess of $1,000,000 (after giving effect to insurance, if any, available with respect thereto) shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed for a period of thirty (30) days after the date on which the right to appeal has expired;

(k) an ERISA Event occurs;

(l) a Change of Control occurs; or

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(m) the Portfolio Manager resigns in accordance with the Portfolio Management Agreement and an Affiliate of the Portfolio Manager is not appointed (and has accepted such appointment) in accordance with the Portfolio Management Agreement.

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

As used herein:

“ ERISA Event ,” means that (1) the Company has underlying assets which constitute “plan assets” within the Plan Asset Rules or (2) the Company or any ERISA Affiliate sponsors, maintains, contributes to, be required to contribute to or has any liability with respect to any Plan.

“ Change of Control ” means an event or series of events by which the Seller or its Affiliates, collectively, (i) shall cease to possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or otherwise) managers that at all times have a majority of the votes of the board of managers (or similar governing body) of the Company or to direct the management policies and decisions of the Company or (ii) cease, directly or indirectly, to own and control legally and beneficially all of the equity interests of the Company.

ARTICLE VIII

ACCOUNTS; COLLATERAL SECURITY

SECTION 8.01. The Accounts; Agreement as to Control .

(a) Establishment and Maintenance of Accounts . The Securities Intermediary hereby acknowledges that it has established (1) an account designated as the “ Custodial Account ”; (2) an account designated as the “ MV Cure Account ” and (3) an account designated as the “ Collection Account ” (each, an “ Account ” and, collectively, the “ Accounts ”), and the account numbers for the Accounts are set forth on the Transaction Schedule. The Securities Intermediary agrees to maintain each of the Accounts as a securities intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement, and agrees not to change the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and in that capacity has established the Accounts in the name of the Company.

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(b) Collateral Agent in Control of Securities Accounts . Each of the parties hereto hereby agrees that (1) each Account shall be deemed to be a “securities account” (within the meaning of Section 8-501(a) of the Uniform Commercial Code in effect in the State of New York (the “ UCC ”)), (2) all property credited to any Account shall be treated as a financial asset for purposes of Article 8 of the UCC and (3) except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Account. The parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Accounts originated by the Collateral Agent and no other person (and without further consent by any other person); and the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Account. The only permitted withdrawals from the Accounts shall be in accordance with the provisions of this Agreement.

(c) Subordination of Lien, Etc. If the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent. The property credited to any Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Agent (except that the Securities Intermediary may set-off (1) all amounts due to the Securities Intermediary in respect of its customary fees and expenses for the routine maintenance and operation of the Accounts, and (2) the face amount of any checks which have been credited to any Account but are subsequently returned unpaid because of uncollected or insufficient funds).

(d) Property Registered, Indorsed, etc. to Securities Intermediary . All securities or other property represented by a promissory note or an instrument underlying any financial assets credited to any Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any financial asset credited to any Account be registered in the name of the Company, payable to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(e) Jurisdiction; Governing Law of Accounts . The establishment and maintenance of each Account and all interests, duties and obligations related thereto shall be governed by the law of the State of New York and the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) shall be the State of New York. Terms used in this Section 8.01 without definition have the meanings given to them in the UCC.

(f) No Duties . The parties hereto acknowledge and agree that the Securities Intermediary shall not have any additional duties other than those expressly set forth in this Section 8.01, and the Securities Intermediary shall satisfy those duties expressly set forth in this Section 8.01 so long as it acts without bad faith, gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Securities Intermediary shall not be subject to any fiduciary or other implied duties, and the Securities Intermediary shall not have any duty to take any discretionary action or exercise any discretionary powers.

SECTION 8.02. Collateral Security; Pledge; Delivery .

(a) Grant of Security Interest . As collateral security for the prompt payment in full when due of all the Company’s obligations to the Agents and the Lenders (collectively, the “ Secured Parties ”)

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under this Agreement (collectively, the “ Secured Obligations ”), the Company hereby pledges to the Collateral Agent and grants a continuing security interest in favor of the Collateral Agent in all of the Company’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all accounts, payment intangibles, general intangibles, chattel paper, electronic chattel paper, instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other property of any type or nature owned by it (all of the property described in this clause (a) being collectively referred to herein as “ Collateral ”), including: (1) each Portfolio Investment, (2) the Accounts and all investments, obligations and other property from time to time credited thereto, (3) the Management Agreement and all rights relating thereto, (4) all other property of the Company and (5) all proceeds thereof, all accessions to and substitutions and replacements for, any of the foregoing, and all rents, profits and products of any thereof.

(b) Delivery and Other Perfection . In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral Agent the Collateral hereunder as and when acquired by the Company; (2) if any of the securities, monies or other property pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other property to the Collateral Agent); and (3) upon the reasonable request of the Administrative Agent, deliver to the Collateral Agent and the Financing Providers, at the expense of the Company, legal opinions from Dechert LLP or other counsel, reasonably acceptable to the Administrative Agent and the Financing Providers, as to the perfection and priority of the Collateral Agent’s security interest in any of the Collateral.

“ Deliver ” (and its correlative forms) means the taking of the following steps:

(1) in the case of Portfolio Investments, Eligible Investments and amounts deposited into the MV Cure Account, by (x) causing the Securities Intermediary to indicate by book entry that a financial asset comprised thereof has been credited to the Custodial Account and (y) causing the Securities Intermediary to agree that it will comply with entitlement orders originated by the Collateral Agent with respect to each such security entitlement without further consent by the Company;

(2) in the case of each general intangible, by notifying the obligor thereunder of the security interest of the Collateral Agent;

(3) in the case of Portfolio Investments consisting of money or instruments (the “ New York Collateral ”) that do not constitute a financial asset forming the basis of a security entitlement delivered to the Collateral Agent pursuant to clause (1) above, by causing (x) the Collateral Agent to obtain possession of such New York Collateral in the State of New York, or (y) a person other than the Company and a securities intermediary (A)(I) to obtain possession of such New York Collateral in the State of New York, and (II) to then authenticate a record acknowledging that it holds possession of such New York Collateral for the benefit of the Collateral Agent or (B)(I) to authenticate a record acknowledging that it will take possession of such New York Collateral for the benefit of the Collateral Agent and (II) to then acquire possession of such New York Collateral in the State of New York;

(4) in the case of any account which constitutes a “deposit account” under Article 9 of the UCC, by causing the Securities Intermediary to continuously identify in its books and records the security interest of the Collateral Agent in such account and, except as may be expressly provided herein to the contrary, establishing dominion and control over such account in favor of the Collateral Agent; and

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(5) in all cases, by filing or causing the filing of a financing statement with respect to such Collateral with the Delaware Secretary of State.

(c) Remedies, Etc. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Financing Providers, with (to the extent permitted by applicable law) a copy to the Company) do any of the following:

(1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent (acting at the direction of the Required Financing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof.

(3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto.

(4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral.

(5) Take control of any proceeds of the Collateral.

(6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

(7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

(d) Compliance with Restrictions . The Company and the Portfolio Manager agree that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel in writing is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral),

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or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the Company and the Portfolio Manager further agree that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Company or the Portfolio Manager for any discount allowed by the reason of the fact that such Collateral is sold in good faith compliance with any such limitation or restriction.

(e) Private Sale . The Collateral Agent shall incur no liability as a result of a sale of the Collateral, or any part thereof, at any private sale pursuant to clause (c) above conducted in a commercially reasonable manner. The Company and the Portfolio Manager hereby waive any claims against each Agent and Financing Provider arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale.

(f) Collateral Agent Appointed Attorney-in-Fact . The Company hereby appoints the Collateral Agent as the Company’s attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion (exercised at the written direction of the Administrative Agent or the Required Financing Providers, as the case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Agreement. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.

(g) Further Assurances . The Company covenants and agrees that, from time to time upon the request of the Collateral Agent (as directed by the Administrative Agent), the Company will execute and deliver such further documents, and do such other acts and things as the Collateral Agent (as directed by the Administrative Agent) may reasonably request in order fully to effect the purposes of this Agreement and to protect and preserve the priority and validity of the security interest granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; provided that no such document may alter the rights and protections afforded to the Company or the Portfolio Manager herein.

(h) Termination . Upon the payment in full of all Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations) and termination of the Financing Commitments, the security interest granted herein shall automatically (and without further action by any party) terminate and all rights to the Collateral shall revert to the Company. Upon any such termination, the Collateral Agent will, at the Company’s sole expense, deliver to the Company, or cause the Securities Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing all of the Collateral held by the Securities Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.

ARTICLE IX

THE AGENTS

SECTION 9.01. Appointment of Administrative Agent and Collateral Agent . Each of the Financing Providers hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent (each, an “ Agent ” and collectively, the “ Agents ”) as its agent and authorizes such Agent to take

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such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Anything contained herein to the contrary notwithstanding, each Agent and each Financing Provider hereby agree that no Financing Provider shall have any right individually to realize upon any of the Collateral hereunder, it being understood and agreed that all powers, rights and remedies hereunder with respect to the Collateral shall be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Agreement.

Each financial institution serving as an Agent hereunder shall have the same rights and powers in its capacity as a Financing Provider (if applicable) as any other Financing Provider and may exercise the same as though it were not an Agent, and such financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company as if it were not an Agent hereunder.

No Agent shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except that the foregoing shall not limit any duty expressly set forth in this Agreement to include such rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by (i) in the case of the Collateral Agent (A) in respect of the exercise of remedies under Section 8.02(c), the Required Financing Providers, or (B) in all other cases, the Administrative Agent or (ii) in the case of any Agent, the Required Financing Providers (or such other number or percentage of the Financing Providers as shall be necessary under the circumstances as provided herein), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company that is communicated to or obtained by the financial institution serving in the capacity of such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct or with the consent or at the request or direction of the Administrative Agent (in the case of the Collateral Administrator and the Collateral Agent only) or the Required Financing Providers (or such other number or percentage of the Financing Providers that shall be permitted herein to direct such action or forbearance). Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to it by the Company or a Financing Provider, and no Agent shall 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, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness, genuineness, value or sufficiency of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, direction, opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each 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. Each Agent may consult with legal counsel (who may be counsel for the Company), 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.

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In the event the Collateral Agent or the Collateral Administrator shall receive conflicting instruction from the Administrative Agent and the Required Financing Providers, the instruction of the Required Financing Providers shall govern. Neither the Collateral Administrator nor the Collateral Agent shall have any duties or obligations under or in respect of any other agreement (including any agreement that may be referenced herein) to which it is not a party. The grant of any permissive right or power to the Collateral Agent hereunder shall not be construed to impose a duty to act.

It is expressly acknowledged and agreed that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under any duty to monitor or determine, compliance with the Eligibility Criteria (Schedule 3) or the Concentration Limitations (Schedule 4) in any instance, or otherwise to monitor or determine compliance by any other person with the requirements of this Agreement.

Each 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 it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates and the respective directors, officers, employees, agents and advisors of such person and its Affiliates (the “ Related Parties ”) for such Agent. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each 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 or Collateral Agent, as the case may be.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, each Agent may resign at any time by notifying the other Agents, the Financing Providers, the Portfolio Manager and the Company. Upon any such resignation, the Required Financing Providers shall have the right (with, so long as no Event of Default has occurred and is continuing or Market Value Event has occurred, the consent of the Company and the Portfolio Manager) to appoint a successor. If no successor shall have been so appointed by the Required Financing Providers and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the Administrative Agent may, on behalf of the Financing Providers, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such bank. If no successor shall have been so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the retiring Agent gives notice of its resignation, such Agent may petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After the retiring Agent’s resignation hereunder, the provisions of this Article and Sections 5.03 and 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agent, as the case may be.

Each Financing Provider acknowledges that it has, independently and without reliance upon any Agent or any other Financing Provider 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 Financing Provider also acknowledges that it will, independently and without reliance upon any Agent or any other Financing Provider and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

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Anything in this Agreement notwithstanding, in no event shall any Agent, the Collateral Administrator or the Securities Intermediary be liable for special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if such Agent, the Collateral Administrator or the Securities Intermediary, as the case may be, has been advised of such loss or damage and regardless of the form of action.

Each Agent and the Collateral Administrator shall not be liable for any error of judgment made in good faith by an officer or officers of such Agent or the Collateral Administrator, unless it shall be conclusively determined by a court of competent jurisdiction that such Agent or the Collateral Administrator was grossly negligent in ascertaining the pertinent facts.

Each Agent and the Collateral Administrator shall not be responsible for the accuracy or content of any certificate, statement, direction or opinion furnished to it in connection with this Agreement.

Each Agent and the Collateral Administrator shall not be bound to make any investigation into the facts stated in any resolution, certificate, statement, instrument, opinion, report, consent, order, approval, bond or other document or have any responsibility for filing or recording any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder.

The protections set forth in this Section 9.01 shall likewise be available and applicable to the Securities Intermediary and the Collateral Administrator.

SECTION 9.02. Additional Provisions Relating to the Collateral Agent and the Collateral Administrator .

(a) Collateral Agent May Perform . The Collateral Agent shall from time to time take such action (at the written direction of the Administrative Agent or the Required Financing Providers) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein, provided that the Collateral Agent shall have no obligation to take any such action in the absence of such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary to applicable law or (2) might subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Financing Providers, as the case may be, issuing such instruction makes provision satisfactory to the Collateral Agent for payment of same.

(b) Reasonable Care . The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession, provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any liens thereon.

(c) Collateral Agent Not Liable . Except to the extent arising from the gross negligence, willful misconduct, criminal conduct, fraud or reckless disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity.

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(d) Certain Rights and Obligations of the Collateral Agent . Without further consent or authorization from any Financing Providers, the Collateral Agent may execute any documents or instruments necessary to release any lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or as otherwise permitted or required hereunder or to which the Required Financing Providers have otherwise consented. Anything contained herein to the contrary notwithstanding, in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, any Agent or Financing Provider may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Financing Providers (but not any Financing Provider in its individual capacity unless the Required Financing Providers shall otherwise agree), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the purchaser at such sale.

(e) Collateral Agent and Collateral Administrator Fees and Expenses . The Company agrees to pay to the Collateral Agent and the Collateral Administrator such fees as the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Portfolio Manager, may agree in writing. The Company further agrees to pay to the Collateral Agent and the Collateral Administrator, or reimburse the Collateral Agent and the Collateral Administrator for paying, reasonable and documented out-of-pocket expenses in connection with this Agreement and the transactions contemplated hereby.

(f) Execution by the Collateral Agent and the Collateral Administrator . The Collateral Agent and the Collateral Administrator are executing this Agreement solely in their capacity as Collateral Agent and Collateral Administrator hereunder and in no event shall have any obligation to make any Advance, provide any Financing or perform any obligation of the Administrative Agent hereunder.

(g) Reports by the Collateral Administrator . The Collateral Administrator shall prepare such reports as may be mutually agreed to by the Administrative Agent, the Portfolio Manager and the Collateral Administrator.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Non-Petition ; Limited Recourse . Each of the Collateral Agent, the Securities Intermediary, the Collateral Administrator and the Portfolio Manager hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the parties hereto. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Company shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 10.01 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted against the Company by any Person other than a party hereto.

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Notwithstanding any other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Portfolio Manager contained in this Agreement shall be had against any incorporator, stockholder, partner, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and (with respect to the express obligations of the Portfolio Manager hereunder) the Portfolio Manager and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Company, the Portfolio Manager or any of their respective Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Portfolio Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company or the Portfolio Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

SECTION 10.02. Notices . All notices and other communications in respect hereof (including, without limitation, any modifications hereof, or requests, waivers or consents hereunder) to be given or made by a party hereto shall be in writing (including by electronic mail or other electronic messaging system of .pdf or other similar files) to the other parties hereto at the addresses for notices specified on the Transaction Schedule (or, as to any such party, at such other address as shall be designated by such party in a notice to each other party hereto). All such notices and other communications shall be deemed to have been duly given when (a) transmitted by facsimile, (b) personally delivered, (c) in the case of a mailed notice, upon receipt, or (d) in the case of notices and communications transmitted by electronic mail or any other electronic messaging system, upon delivery, in each case given or addressed as aforesaid.

SECTION 10.03. No Waiver . No failure on the part of any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

SECTION 10.04. Expenses; Indemnity; Damage Waiver .

(a) The Company shall pay (1) all reasonable and documented out-of-pocket expenses incurred by the Agents and their Related Parties, including the fees, charges and disbursements of one outside counsel for each Agent and such other local counsel as required for the Agents, collectively (subject, in the case of the Collateral Agent, to the limitations set forth in the fee schedule dated June 17, 2014 in connection with the transactions contemplated hereby), in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents and the Lenders, including the fees, charges and disbursements of one outside counsel for each Agent and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, or in connection with the Financings provided by them hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Financings.

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(b) The Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders 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, including the fees, charges and disbursements of one outside counsel for each Agent and such other local counsel as required for any Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations or the exercise of the parties thereto of their respective rights or the consummation of the transactions contemplated hereby, (2) any Financing or the use of the proceeds therefrom, or (3) 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 (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (ii) with respect to the Lenders, relate to the performance of the Portfolio Investments. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) To the extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnitee, and no Indemnitee (other than the Collateral Agent, the Collateral Administrator, the Securities Intermediary and each Related Party thereof) shall assert, and each Indemnitee (other than the Collateral Agent, the Collateral Administrator, the Securities Intermediary and each Related Party thereof) hereby waives, any claim against the Company, 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, instrument or transaction contemplated hereby, any Financing or the use of the proceeds thereof.

SECTION 10.05. Amendments . No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including, without limitation, a writing evidenced by a facsimile transmission or electronic mail) and executed by each of the Company, the Agents, the Required Financing Providers and the Portfolio Manager; provided , however , that any amendment to this Agreement that the Administrative Agent determines in its commercially reasonable judgment is necessary to effectuate the purposes of Section 1.04 hereof following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event and which would not result in an increase or decrease in the rights, duties or liabilities of the Portfolio Manager shall not be required to be executed by the Portfolio Manager; provided , further , that the Administrative Agent may waive any of the Eligibility Criteria and the requirements set forth in Schedule 3 or Schedule 4 in its sole discretion.

SECTION 10.06. Successors; Assignments .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Portfolio Manager, the Administrative Agent and each Financing Provider (and any attempted assignment or transfer by the Company without such consent shall be null and void). Except as expressly set forth herein, nothing in this Agreement, expressed or implied, shall be construed to confer upon any person any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Subject to the conditions set forth below, any Lender may assign to one or more banks or other financial institutions (or Affiliates thereof) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Financing Commitment to an assignee that is a Lender (or any Affiliate thereof) with a Financing Commitment immediately prior to giving effect to such assignment.

Assignments shall be subject to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the Administrative Agent; and (C) no Lender may assign this Agreement or any of its rights and obligations under this Agreement to a Person identified on Schedule 5 (an “ Ineligible Person ”) without the prior written consent of the Company.

Subject to acceptance and recording thereof below, 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 as a Lender but shall continue to be entitled to the benefits of Sections 5.03 and 10.04).

The Administrative Agent, acting for this purpose as an agent of the Company, shall maintain at one of its offices a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Financing Commitment of, and principal amount of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the parties hereto may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Lender and the Portfolio Manager, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained therein in the Register.

(c) Any Lender may, without the consent of the Company or the Administrative Agent, sell participations to one or more banks or other entities (a “ Lender Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Financing Commitment and the Advances owing to it); provided that (1) such Lender’s obligations under this Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (3) the Company, the Agents and the other Financing Providers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Lender Participant, agree to any Material Amendment that affects such Lender Participant. As used herein, “ Material Amendment ” means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance

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or reduces the rate of interest thereon, or reduces any fees payable hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments required hereby, or (v) changes any of the provisions of this Section or the definition of “Required Financing Providers” or any other provision hereof specifying the number or percentage of Financing Providers required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder. No Lender Participant shall be an Ineligible Person without the prior written consent of the Company.

(d) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters the name and address of each Lender Participant and the principal amounts (and stated interest) of each Lender Participant’s interest in the Advances or other obligations under this Agreement (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 Lender Participant or any information relating to a Lender Participant’s interest in any commitments, loans, letters of credit 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, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.01(e) and 3.03 (subject to the requirements and limitations therein, including the requirements under Section 3.03(f) (it being understood that the documentation required under Section 3.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (d) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.01(e) relating to replacement of Lenders as if it were an assignee under paragraph (b) of this Section 10.06; and (B) shall not be entitled to receive any greater payment under Sections 3.01(e) and 3.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the replacement of Lenders provisions set forth in Section 3.01(e) with respect to any Participant.

SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc.

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

(b) Submission to Jurisdiction . With respect to any suit, action or proceedings relating to this Agreement (collectively, “ Proceedings ”), each party hereto irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

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(c) Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 10.08. Counterparts . This Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against the party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

SECTION 10.09. 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.

[remainder of page intentionally blank]

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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.

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Exhibit 10.2

EXECUTION VERSION

SALE AND CONTRIBUTION AGREEMENT

between

SIERRA INCOME CORPORATION,

as Seller

and

ALPINE FUNDING LLC,

as Purchaser

Dated as of July 23, 2014

TABLE OF CONTENTS

-i-

-ii-

This SALE AND CONTRIBUTION AGREEMENT, dated as of July [    ], 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”), between Sierra Income Corporation, a Maryland corporation as seller (in such capacity, the “ Seller ”) and Alpine Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “ Purchaser ”).

W I   T   N   E   S   S   E   T   H :

WHEREAS, on and after the Effective Date, the Seller may, from time to time on each Purchase Date, sell or contribute, transfer, and otherwise convey, to the Purchaser, without recourse except to the extent specifically provided herein, and the Purchaser may, from time to time on each Purchase Date, purchase or accept a contribution of all right, title and interest of the Seller (whether now owned or hereafter acquired or arising, and wherever located and including all obligations of the Seller as lender to fund any Delayed Funding Term Loan conveyed by Seller to Purchaser) in and to the Portfolio Investments mutually agreed by the Seller and the Purchaser; and

WHEREAS, it is the Seller’s and the Purchaser’s intention that the conveyance of the Transferred Assets under each assignment agreement and this Agreement is a “true sale” or a “true contribution” for all purposes, such that, upon payment of the purchase price therefor or the making of a contribution, the Transferred Assets will constitute property of the Purchaser from and after the applicable transfer date;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the Purchaser and the Seller as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). All capitalized terms used herein but not defined herein shall have the respective meanings specified in, or incorporated by reference into, the Loan Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the “ Loan Agreement ”), by and among the Purchaser, as borrower, SIC Advisors LLC, as portfolio manager (the “ Portfolio Manager ”), the Financing Providers from time to time party thereto, JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “ Administrative Agent ”), the Collateral Agent party thereto, the Collateral Administrator party thereto, and the Securities Intermediary party thereto.

“ Agreement ” has the meaning set forth in the preamble hereto.

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“ Convey ” means to sell, transfer, assign, contribute or otherwise convey assets hereunder.

“ Conveyance ” means, as the context may require, the Initial Conveyance or a Subsequent Conveyance.

“ Excluded Amounts ” means (i) any amount deposited into the Collection Account with respect to any Portfolio Investment, which amount is attributable to the reimbursement of payment by or on behalf of the Purchaser of any Taxes, fee or other charge imposed by any Governmental Authority on such Portfolio Investment or on any Related Security, (ii) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the Seller, (iii) any reimbursement of insurance premiums, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Portfolio Investments which are held in an escrow account for the benefit of the obligor and the secured party pursuant to escrow arrangements under the related underlying instruments, (v) to the extent paid using amounts other than Interest Proceeds, Principal Proceeds and proceeds of Advances, any amount paid in respect of reimbursement for expenses owed in respect of any Portfolio Investment pursuant to the related underlying instrument or (vi) any amount deposited into the Collection Account in error (including any amounts relating to any portion of an asset sold by the Purchaser and occurring after the date of such sale).

“ Indorsement ” has the meaning specified in Section 8 102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.

“ Initial Conveyance ” has the meaning set forth in Section 2.1(a) .

“ Material Adverse Effect ” means a material adverse effect on (a) the ability of the Seller to perform its obligations under this Agreement or any of the other Loan Documents, (b) the rights of or benefits available to the Purchaser under this Agreement or any of the other Loan Documents or (c) the value of the Transferred Assets.

“ Purchase Date ” means each Subsequent Conveyance Date, the date of the Initial Conveyance and the date of each Substitution.

“ Purchase Notice ” has the meaning set forth in Section 2.1(b) .

“ Purchase Price ” has the meaning set forth in Section 3.1 .

“ Purchaser ” has the meaning set forth in the preamble hereto.

“ Related Security ” means:

(a) any underlying collateral securing a Portfolio Investment, all payments paid in respect thereof and all monies due, to become due and paid in respect thereof accruing after the applicable Conveyance date or Subsequent Conveyance Date (as applicable) and all liquidation proceeds thereof;

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(b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of any such indebtedness;

(c) all Principal Collections or Interest Collections with respect to such Portfolio Investment and any of the foregoing;

(d) any guarantees or similar credit enhancement for an obligor’s obligations under any Portfolio Investment, all UCC financing statements or other filings relating thereto, including all rights and remedies, if any, against any Related Security, including all amounts due and to become due to the Seller (other than Excluded Amounts) and all rights, remedies, powers, privileges and claims of the Seller thereunder (whether arising pursuant to the terms of such agreement or otherwise available to the Seller at law or in equity);

(e) all records with respect to such Collateral Obligation and any of the foregoing; and

(f) all recoveries and proceeds of the foregoing.

“ Repurchase Amount ” means, for any Warranty Portfolio Investment for which a payment or substitution is being made pursuant to Section 6.1 as of any time of determination, the sum of (i) the greater of (a) an amount equal to the Purchase Price paid by the Borrower for such Portfolio Investment (excluding purchased accrued interest and original issue discount) less all Principal Proceeds received in connection with such Portfolio Investment since the date it was Conveyed hereunder and (b) the Market Value of such Portfolio Investment and (ii) any accrued and unpaid interest thereon since the last Distribution Date.

“ Responsible Officer ” means, with respect to the Seller or the Purchaser, its Chief Executive Officer, Chief Operating Officer, or any other officer or employee of the Seller or the Purchaser directly responsible for the administration or collection of the Portfolio Investments.

“ Seller ” has the meaning set forth in the preamble hereto.

“ Subsequent Conveyance ” has the meaning set forth in Section 2.1(b) .

“ Subsequent Conveyance Date ” has the meaning set forth in Section 2.1(b) .

“ Transferred Assets ” means the Portfolio Investments and Related Security relating thereto Conveyed by the Seller to the Purchaser hereunder.

“ Warranty Portfolio Investments ” has the meaning set forth in Section 6.1 .

SECTION 1.2 Other Terms.All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9. The term “including” when used in this Agreement means “including without limitation.”

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SECTION 1.3 Computation of Time Periods . Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

SECTION 1.4 Interpretation . In this Agreement, unless a contrary intention appears:

(i) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Loan Documents;

(ii) reference to any gender includes each other gender;

(iii) reference to day or days without further qualification means calendar days;

(iv) unless otherwise stated, reference to any time means New York time;

(v) references to “writing” include printing, typing, lithography, electronic or other means of reproducing words in a visible form;

(vi) reference to any agreement (including any Loan Document or underlying instrument), document or instrument means such agreement, document or instrument as amended, modified, supplemented, replaced, restated, waived or extended and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Loan Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor;

(vii) reference to any requirement of law means such requirement of law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any requirement of law means that provision of such requirement of law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision; and

(viii) references to “including” means “including, without limitation”.

SECTION 1.5 References .

All Section references (including references to the Preamble), unless otherwise indicated, shall be to Sections (and the Preamble) in this Agreement.

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ARTICLE II

CONVEYANCES OF TRANSFERRED ASSETS

SECTION 2.1 Conveyances .

(a) On the terms and subject to the conditions set forth in this Agreement and subject to the requirements of Section 1.03 of the Loan Agreement, on the Effective Date, the Seller agrees to Convey to the Purchaser, without recourse except to the extent specifically provided herein, and the Purchaser agrees to purchase from the Seller (the “ Initial Conveyance ”) all of the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Portfolio Investment listed on Schedule A attached hereto, together with all other Related Security and all proceeds of the foregoing.

(b) In the event the Purchaser agrees (in accordance with and subject to the requirements of Section 1.03 of the Loan Agreement) from time to time after the Initial Conveyance, to acquire one or more additional Portfolio Investments (including Related Security) from the Seller, the Purchaser shall deliver written notice thereof to the Administrative Agent substantially in the form set forth in Schedule B hereto (each, a “Purchase Notice ”), designating the date of the proposed Conveyance (a “ Subsequent Conveyance Date ”) and attaching a supplement to Schedule A identifying the Portfolio Investments proposed to be Conveyed. On the terms and subject to the conditions set forth in this Agreement and the Loan Agreement, the Seller shall Convey to the Purchaser without recourse (except to the extent specifically provided herein), and the Purchaser shall accept such Conveyance, on the applicable Subsequent Conveyance Date (each such Conveyance being herein called a “Subsequent Conveyance ”), all of the Seller’s right, title and interest (whether now owned or hereafter acquired or arising, and wherever located) in and to each Portfolio Investment then reported by the Seller on the Schedule A attached to the related Purchase Notice, together with all other Related Security and all proceeds of the foregoing. For the avoidance of doubt, Schedule A, when delivered in accordance with the terms hereof, shall automatically be deemed to update any previously delivered Schedule A without the need for action or consent on the part of any Person.

(c) It is the express intent of the Seller and the Purchaser that each Conveyance of Transferred Assets by the Seller to the Purchaser pursuant to this Agreement be construed as an absolute sale and/or contribution of such Transferred Assets by the Seller to the Purchaser providing Purchaser with the full risks and benefits of ownership of the Transferred Assets. Further, it is not the intention of the Seller and the Purchaser that any Conveyance be deemed a grant of a security interest in the Transferred Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties expressed herein, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and other applicable law and (ii) the Conveyances by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Purchaser, a security interest in, to and under all of the Seller’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Transferred Assets and all proceeds of the foregoing. The Purchaser and its assignees shall have, with

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respect to such Transferred Assets and other related rights, in addition to all the other rights and remedies available to the Purchaser and its assignees hereunder and under the underlying instruments, all the rights and remedies of a secured party under any applicable UCC.

(d) The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Transferred Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. The Seller represents and warrants that the Transferred Assets are being transferred with the intention of removing them from the Seller’s estate pursuant to Section 541 of the Bankruptcy Code. The Purchaser assumes all risk relating to nonpayment or failure by the obligors to make any distributions owed by them under the Transferred Assets. Except with respect to breach of representations, warranties and covenants expressly stated in this Agreement, the Seller assigns each Transferred Asset “as is,” and makes no covenants, representations or warranties regarding the Transferred Assets.

(e) In connection with this Agreement, the Seller agrees to file (or cause to be filed) on or prior to the Effective Date (or within one Business Day after the Effective Date), at its own expense, a financing statement or statements with respect to the Transferred Assets Conveyed by the Seller hereunder from time to time meeting the requirements of applicable state law in the jurisdiction of the Seller’s organization to perfect and protect the interests of the Purchaser created hereby under the UCC against all creditors of, and purchasers from, the Seller, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser as soon as reasonably practicable after its receipt thereof.

(f) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be reasonably necessary or as the Purchaser may reasonably request, in order to perfect or protect the interest of the Purchaser in the Transferred Assets Conveyed hereunder or to enable the Purchaser to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Seller will, in order to accurately reflect the Conveyances contemplated by this Agreement, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) or other documents or instruments as may be reasonably requested by the Purchaser and mark its master computer records (or related sub-ledger) noting the Conveyance to the Purchaser of the Transferred Assets. The Seller hereby authorizes the Purchaser to file and, to the fullest extent permitted by applicable law the Purchaser shall be permitted to sign (if necessary) and file, initial financing statements, continuation statements and amendments thereto and assignments thereof without further acts of the Seller; provided that the description of collateral contained in such financing statements shall be limited to only Transferred Assets. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.

(g) Each of the Seller and the Purchaser agree that prior to the time of Conveyance of any Portfolio Investment hereunder, the Purchaser has no rights to or claim of benefit from any Portfolio Investment (or any interest therein) owned by the Seller.

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(h) The Transferred Assets acquired, transferred to and assumed by the Purchaser from the Seller shall include the Seller’s entitlement to any surplus or responsibility for any deficiency that, in either case, arises under, out of, in connection with, or as a result of, the foreclosure upon or acceleration of any such Transferred Assets (other than Excluded Amounts).

SECTION 2.2 Indemnification . Without limiting any other rights which any such Person may have hereunder or under applicable law, the Seller agrees to indemnify on an after-tax basis the Purchaser and its successors, transferees, and assigns (including each Secured Party) and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each of the foregoing Persons being individually called an “ Indemnified Party ”), forthwith on demand, from and against any and all actual and direct damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses, including reasonable and documented attorneys’ fees and disbursements for external counsel (all of the foregoing being collectively called “ Indemnified Amounts ”) awarded against or incurred by any of them arising out of any breach by the Seller of any of its obligations hereunder or arising as a result of the failure of any representation or warranty of the Seller herein to be true and correct on the date such representation or warranty was made, excluding , however , (a) Indemnified Amounts in respect of any Transferred Assets due to the applicable obligor’s creditworthiness, (b) Indemnified Amounts payable to an Indemnified Party to the extent determined by a court of competent jurisdiction to have resulted from gross negligence, bad faith, fraud, reckless disregard or willful misconduct on the part of such Indemnified Party or its agent or subcontractor, (c) except as otherwise specifically provided herein, non-payment by any obligor of an amount due and payable with respect to a Transferred Asset, (d) any Excluded Taxes or (e) any punitive, indirect, consequential, special damages, lost profits or other similar damages.

SECTION 2.3 Assignments . The Seller and the Purchaser acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement required to be executed and delivered in connection with the transfer of a Transferred Asset in accordance with the terms of the related underlying instruments may reflect that (i) the Seller (or any Affiliate or third party from whom the Seller or the applicable Affiliate may purchase Transferred Asset) is assigning such Transferred Asset directly to the Purchaser or (ii) the Purchaser is acquiring such Transferred Asset at the closing of such Transferred Asset.

SECTION 2.4 Delivery of Underlying Instruments . With respect to each Portfolio Investment Conveyed hereunder as part of the Transferred Assets, within the time period required for delivery thereof under the Loan Agreement, the Seller will deliver or cause to be delivered to the Purchaser or will deliver, on behalf of the Purchaser, or cause to be delivered to the Collateral Agent each underlying instrument required to be delivered for such Portfolio Investment.

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ARTICLE III

CONSIDERATION AND PAYMENT; REPORTING

SECTION 3.1 Purchase Price . The purchase price (the “ Purchase Price ”) for the Transferred Assets Conveyed on each Purchase Date shall be a dollar amount equal to the fair market value (as agreed upon between the Seller and the Purchaser at the time of such Conveyance) of such Transferred Assets Conveyed as of such date. The Purchase Price for any Portfolio Investment that consists of a Delayed Funding Term Loan shall take into account any unfunded commitments assumed by the Purchaser in connection with the acquisition thereof.

SECTION 3.2 Payment of Purchase Price . The Purchase Price for the Transferred Assets Conveyed shall be paid on the related Purchase Date (a) by payment in cash in immediately available funds in an amount not greater than the sum of (i) the proceeds of Advances made to the Purchaser with respect to such Portfolio Investments to be Conveyed on such Purchase Date and (ii) amounts constituting Principal Proceeds in the Collection Account to be applied towards the Purchase Price pursuant to Section 4.02 of the Loan Agreement and/or (b) to the extent not paid in cash, as a capital contribution by the Seller to the Purchaser in an amount equal to the unpaid portion of the Purchase Price, as specified by the Seller in the Purchase Notice.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Seller’s Representations and Warranties . The Seller represents and warrants to the Purchaser as of the Effective Date and as of each Purchase Date:

(a) Organization and Good Standing . The Seller is duly organized or incorporated, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated.

(b) Authorization . The execution, delivery and performance of this Agreement and each such other Loan Document to which it is a party, and the consummation of the transactions contemplated by the Loan Documents to which it is a party have been duly authorized by the Seller and this Agreement and each such other Loan Document to which it is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies generally and general principles of equity regardless of whether applied in proceedings in equity or at law).

(c) Contravention . The execution, delivery and performance of this Agreement and each other Loan Document to which it is a party and the consummation of such transactions do not and will not conflict with the provisions of the Seller’s governing instruments and, except where such violation would not reasonably be expected to have a Material Adverse

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Effect, will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected.

(d) Governmental Authorization . The Seller has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party and each such consent and authorization is in full force and effect except where such failure would not reasonably be expected to have a Material Adverse Effect.

(e) No Adverse Proceeding; Title . The Seller is not subject to any Adverse Proceeding. The Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any lien (other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law or any lien that will be released prior to or contemporaneously with the applicable Conveyance).

(f) Legal Compliance . (i) The Seller is in compliance with the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and with the USA PATRIOT Act and all other laws and regulations relating to money laundering and terrorist activities and (ii) except where such non-compliance would not reasonably be expected to have a Material Adverse Effect, the Seller is in compliance with all other laws, regulations and all orders, writs, injunctions and decrees applicable to it or to its properties.

(g) Tax Status . The Seller has filed all tax returns required by law to have been filed by it in the required legal timeframe (if any); all such tax returns are true and correct in all material respects; and the Seller has paid or withheld (as applicable) all taxes and governmental charges owing or required to be withheld by it (if any), except any such taxes or charges which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP on its books

(h) Backup Security Interest . In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales and/or contributions, then:

i. this Agreement creates a valid and continuing lien on the Seller’s right, title and interest in and to the Transferred Assets in favor of the Purchaser and the Collateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Seller;

ii. the Transferred Assets are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Seller has complied with its obligations as set forth herein;

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iii. the Seller owns and has good and marketable title to the Transferred Assets Conveyed to the Purchaser on the applicable Purchase Date, free and clear of any lien (other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law or any lien that will be released prior to or contemporaneously with the applicable Conveyance);

iv. the Seller has received all consents and approvals required by the terms of any Portfolio Investment to the sale and granting of a security interest in the Portfolio Investments hereunder to the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties; the Seller has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in that portion of the Transferred Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Maryland;

v. all original executed copies of each underlying promissory note constituting or evidencing any Transferred Asset have been or, subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Purchaser or the Collateral Agent;

vi. none of the underlying promissory notes that constitute or evidence the Portfolio Investments has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and the Collateral Agent, as assignee on behalf of the Secured Parties;

vii. with respect to a Transferred Asset that constitutes a Certificated Security, such certificated security has been delivered to the Purchaser or, will be delivered to the Purchaser and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Purchaser or in blank by an effective Indorsement or has been registered in the name of the Purchaser upon original issue or registration of transfer by the Seller of such Certificated Security, in each case, promptly upon receipt; provided that any file-stamped document, promissory note and certificates relating to any Portfolio Investment shall be delivered as soon as they are reasonably available; and in the case of an Uncertificated Security, by (A) causing the Purchaser to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

(i) Fair Consideration; No Avoidance for Portfolio Investment Payments . With respect to each Transferred Asset sold or contributed hereunder, the Seller sold or contributed such Transferred Asset to the Purchaser in exchange for payment, made in accordance with the provisions of this Agreement, in an amount which constitutes fair consideration and reasonably equivalent value. Each such Conveyance referred to in the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Seller to the Purchaser and, accordingly, no such sale is or may be voidable or subject to avoidance under title 11 of the United States Code and the rules and regulations thereunder.

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(j) Adequate Capitalization; No Insolvency . As of the date of this Agreement it is, and after giving effect to any Conveyance it will be, solvent and it is not entering into this Agreement or any other Loan Document or consummating any transaction contemplated hereby or thereby with any intent to hinder, delay or defraud any of its creditors.

(k) True Sale or True Contribution . Each Transferred Asset sold or contributed hereunder shall have been sold or contributed by the Seller to the Purchaser in a “true sale” or a “true contribution.”

(l) True and Complete Information . No report, financial statement, certificate or other information (other than pro-forma financial information, projections, forward-looking information, general economic data, industry information or information relating to third parties that are not Affiliates of the Seller or the Purchaser) furnished in writing by or on behalf of it or any of its Affiliates to the Purchaser in connection with the transactions contemplated by this Agreement and the negotiation of this Agreement or delivered hereunder or any other Loan Document (in each case as updated, modified or supplemented by other information so furnished) contains (or, to the extent any such information was furnished to the Seller by a third party, to the Seller’s knowledge contains), when taken as a whole, as of its delivery date, any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(m) Business Development Company . The Seller 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) within the meaning of the Internal Revenue Code.

(n) Payment in Full . As of the date of Conveyance, the Seller has no actual knowledge of any fact which leads it to expect that any payments on any Transferred Asset will not be paid in full when due or to expect any other material adverse effect on (i) the performance by the Seller of its obligations under this Agreement or any of the other Loan Documents to which it is a party, (ii) the validity or enforceability of this Agreement or any of the other Loan Documents to which it is a party, or (iii) the Transferred Assets or the interests of the Seller therein.

(o) Transferred Assets . The information contained in Schedule A is true, correct and complete as of each such Purchase Date.

(p) No Fraud . Each Portfolio Investment Conveyed hereunder was originated without any fraud or material misrepresentation by the Seller or, to the Seller’s knowledge, the related obligor.

(q) Price of Portfolio Investments . The Purchase Price for each Portfolio Investment Conveyed by the Seller to the Purchaser hereunder represents the fair market value of such Portfolio Investment as of the time of Conveyance hereunder, as may have changed from the time the applicable Portfolio Investment was originally acquired by the Seller.

(r) Notice to Agents and Obligors . The Seller will direct any agent, administrative agent or obligor for any Portfolio Investment included in the Transferred Assets to remit all payments and collections with respect to such Portfolio Investment directly to the Collection Account.

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(s) Collections . The Seller acknowledges that all Interest Proceeds and Principal Proceeds received by it or its Affiliates with respect to the Transferred Assets (other than Excluded Amounts) Conveyed to the Purchaser are held and shall be held in trust for the benefit of the Purchaser and its assignees until deposited into the Collection Account as required in the Loan Agreement. The Seller promptly shall remit to the Purchaser or the Purchaser’s designee any payment or any other sums relating to, or otherwise payable on account of, the Transferred Assets (other than Excluded Amounts) that the Seller receives after the applicable Purchase Date.

(t) Place of Business . The principal place of business and chief executive office of the Seller, and the offices where the Seller keeps all its records, are located at 375 Park Avenue, 33rd Floor, New York, New York 10152, or such other locations notified to the Purchaser in accordance with this Agreement in jurisdictions where all action required by the terms of this Agreement has been taken and completed. There are currently no, and during the past four months (or such shorter time as the Seller has been in existence) there have not been, any other locations where the Seller is located (as that term is used in the UCC of the jurisdiction where such principal place of business is located).

(u) Eligibility . Each Transferred Asset, at the time of such Conveyance, meets all of the applicable Eligibility Criteria.

SECTION 4.2 Reaffirmation of Representations and Warranties by the Seller; Notice of Breach . On the Effective Date and on each Purchase Date, the Seller, by accepting the proceeds of such Conveyance, shall be deemed to have certified that all representations and warranties described in Section 4.1 are true and correct in all material respects (or if such representation or warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation or warranty is true in all respects) on and as of such day as though made on and as of such day (or if specifically referring to an earlier date, as of such earlier date). The representations and warranties set forth in Section 4.1 shall survive (i) the Conveyance of the Transferred Assets to the Purchaser, (ii) the termination of the rights and obligations of the Purchaser and the Seller under this Agreement and (iii) the termination of the rights and obligations of the Purchaser under the Loan Agreement. Upon discovery by a Responsible Officer of the Purchaser or the Seller of a breach of any of the foregoing representations and warranties in any material respect, the party discovering such breach shall give prompt written notice to the other and to the Administrative Agent.

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ARTICLE V

COVENANTS OF THE SELLER

SECTION 5.1 Covenants of the Seller . The Seller hereby covenants and agrees with the Purchaser that, from the date hereof until the termination of this Agreement (or until the last date on which the Purchaser owns one or more Transferred Assets following the termination of this Agreement), unless the Purchaser otherwise consents in writing:

(a) Cash Management Systems: Deposit of Collections . The Seller shall transfer, or cause to be transferred, all Interest Proceeds and/or Principal Proceeds (if any) it receives to the Collection Account by the close of business on the second Business Day following the date such Interest Proceeds or Principal Proceeds, as applicable, are received by the Seller.

(b) Books and Records . The Seller shall maintain proper books of record and account of the transactions contemplated hereby, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions contemplated hereunder.

(c) Accounting of Purchases . Other than for tax and consolidated accounting purposes, the Seller will not account for or treat the transactions contemplated hereby in any manner other than as a sale or contribution of the Transferred Assets by the Seller to the Purchaser; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized.

(d) Taxes . The Seller shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges levied or imposed upon the Seller or upon the income, profits or property of the Seller; provided that the Seller shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge, (i) the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves in accordance with GAAP have been made or (ii) the failure of which to pay or discharge could not reasonably be expected to have a Material Adverse Effect.

(e) ERISA . The Seller shall ensure that (i) its affairs are conducted so that its underlying assets do not constitute “plan assets” within the meaning of the Plan Asset Rules, and (ii) neither it nor any ERISA Affiliate sponsors, maintains, contributes to or is required to contribute to or have any liability with respect to any Plan. The Seller shall not, and shall not cause or permit any of its Affiliates to, cause or permit to occur an event that results in the imposition of a Lien on its interest, if any, in any Transferred Asset under Section 412 of the Internal Revenue Code or Section 303(K) or 4068 of ERISA.

(f) Liens . The Seller shall not create, incur, assume or permit to exist any lien on or with respect to any of its rights under any of the Loan Documents or on or with respect to any of its rights in the Transferred Assets (other than the liens in favor of the Purchaser and the Secured Parties pursuant to the Loan Documents and inchoate liens arising by operation of law or any lien that will be released prior to or contemporaneously with the applicable Conveyance). For the avoidance of doubt, this Section 5.1(f) shall not apply to any property retained by the Seller and not Conveyed or purported to be Conveyed hereunder.

(g) Change of Name. Etc. The Seller shall not change its name, or name under which it does business, in any manner that would make any financing statement or continuation statement filed by the Seller or Purchaser pursuant hereto (or by the Administrative Agent on behalf of the Seller or Purchaser) in accordance with Section 2.1(c) seriously misleading or

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change its jurisdiction of organization, unless the Seller shall have given the Purchaser at least 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.

(h) Sale Characterization . The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets (which, with respect to any Related Security, shall only be to the extent of the Seller’s interest therein) Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

(i) Commingling . The Seller shall not, and shall not permit any of its Affiliates to, deposit or permit the deposit of any funds that do not constitute Interest Proceeds, Principal Proceeds or other proceeds of any Portfolio Investments into the Collection Account.

(j) Nonconsolidation Opinion . The Seller shall not take any action contrary to the “Assumptions and Facts” section in the opinion of Dechert LLP, dated the date hereof, relating to certain nonconsolidation matters.

ARTICLE VI

WARRANTY LOANS, SUBSTITUTION AND DELAYED FUNDING TERM LOANS

SECTION 6.1 Warranty Portfolio Investments .

(a) The Seller agrees that, with respect to any Transferred Asset, in the event of a breach of any representation or warranty applicable to a Transferred Asset set forth in Section 4.1(e) , Section 4.1(h) , Section 4.1(i) , Section 4.1(n) , Section 4.1(p) or Section 4.1(u) on the Conveyance date or the Subsequent Conveyance Date, as applicable (each such Transferred Asset, a “ Warranty Portfolio Investment ”), no later than 10 days after the earlier of (x) actual knowledge of such breach on the part of the Seller or the Purchaser and (y) receipt by the Seller of written notice thereof, the Seller shall (if such breach has not been cured prior to the end of such 10 day period) either (a) pay to the Collection Account in immediately available funds the Repurchase Amount with respect to the Warranty Portfolio Investment(s) to which such breach relates or (b) subject to the satisfaction of the conditions set forth in the Loan Agreement, substitute for such Warranty Portfolio Investment(s) one or more Portfolio Investment that satisfies the Eligibility Criteria with an aggregate Market Value at least equal to the Repurchase Amount of the Warranty Portfolio Investment(s) being replaced; provided , that no such repayment or substitution shall be required to be made with respect to any Warranty Portfolio Investment (and such Portfolio Investment shall cease to be a Warranty Portfolio Investment) if, on or before the expiration of such 10 day period, the representations and warranties in Section 4.1(e) , Section 4.1(h) , Section 4.1(i) , Section 4.1(n) , Section 4.1(p) or Section 4.1(u) with respect to such Warranty Portfolio Investment shall be made true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all

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respects) with respect to such Warranty Portfolio Investment as if such Warranty Portfolio Investment had been Conveyed to the Purchaser on such day. For the avoidance of doubt, the breach of Section 4.1(h) , Section 4.1(i) , Section 4.1(n) , Section 4.1(p) or Section 4.1(u) will not constitute an Event of Default if the Seller exercises its repurchase or substitution obligation hereunder.

SECTION 6.2 Substitutions . The Seller shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Portfolio Investments (a “ Substitute Portfolio Investment ”) for a Portfolio Investment (each such act, a “ Substitution ”), in each case pursuant to and in accordance with the Loan Agreement. In no event shall the aggregate outstanding balance of Portfolio Investments subject to a Substitution exceed 20% of the aggregate Financing Commitments in effect during the Reinvestment Period.

SECTION 6.3 Delayed Funding Term Loans .

The Seller agrees that if, on any day following the six-month anniversary of the Purchase Date by the Seller to the Purchaser of a Delayed Funding Term Loan, the unfunded commitments with respect to such Delayed Funding Term Loan are not reduced to zero, the Seller shall within two (2) Business Days contribute cash to the Purchaser in an amount equal to the unfunded commitments then-remaining under such Delayed Funding Term Loan.

ARTICLE VII

CONDITIONS PRECEDENT

SECTION 7.1 Conditions Precedent . The obligations of the Purchaser to pay the Purchase Price for the Transferred Assets sold on the Effective Date and any other Purchase Date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on such date (or if specifically referring to an earlier date, such earlier date);

(b) All information (other than pro-forma financial information, projections, forward-looking information, general economic data, industry information or information relating to third parties that are not Affiliates of the Seller or the Purchaser) furnished in writing by or on behalf of the Seller or any of its Affiliates to the Purchaser shall be true and correct, when taken as a whole, in all material respects as of such Purchase Date;

(c) The Seller shall have performed in all material respects all other obligations required to be performed by it pursuant to the provisions of this Agreement, the underlying instruments and the other Loan Documents to which it is a party as of such date; and

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(d) All organizational and legal proceedings, and all instruments in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Seller copies of all documents (including records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

SECTION 8.1 Amendments, Etc. This Agreement and the rights and obligations of the parties hereunder may not be amended, supplemented, waived or otherwise modified except in an instrument in writing signed by the Purchaser and the Seller and consented to in writing by the Administrative Agent. Any reconveyance executed in accordance with the provisions hereof shall not be considered an amendment or modification to this Agreement.

SECTION 8.2 Governing Law: Submission to Jurisdiction; Waiver of Jury Trial .

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

(b) With respect to any suit, action or proceedings relating to this Agreement (collectively, “ Proceedings ”), each party hereto irrevocably (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party hereto from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 8.3 Notices . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile or other electronic communication) and shall be personally delivered or sent by certified mail, postage prepaid, by electronic mail or by facsimile, to the intended party at the address or facsimile number of such party set forth below:

(in each case, with a copy to the Administrative Agent at the address for notice provided under the Loan Agreement)

All such notices and communications shall be effective, (a) if personally delivered, when received, (b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if sent by two-day mail, two Business Days after having been deposited in the mail, postage prepaid, (d) if sent by overnight courier, one Business Day after having been given to such courier, and (e) if transmitted by facsimile or email, when sent, receipt confirmed by telephone or electronic means.

SECTION 8.4 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

SECTION 8.5 Assignment . The Purchaser and the Seller each agree that at any time and from time to time, at its expense and upon reasonable request of the Administrative Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the Conveyances and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Transferred Assets.

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SECTION 8.6 Further Assurances.

(a) The Purchaser and the Seller agree to do and perform, from time to time, any and all acts and to execute any and all further instruments reasonably requested by the other party more fully to effectuate the purposes of this Agreement and the other Loan Documents.

(b) The Seller shall furnish to the Collateral Agent and the Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Transferred Assets as the Collateral Agent (acting solely at the Administrative Agent’s request) or the Administrative Agent may reasonably request, all in reasonable detail.

SECTION 8.7 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Purchaser, the Seller or the Administrative Agent, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law.

SECTION 8.8 Counterparts . This Agreement may be executed in two or more counterparts including telecopy transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.9 Non-Petition . The Seller hereby agrees not to commence, or join in the commencement of, any proceedings in any jurisdiction for the bankruptcy, winding-up or liquidation of the Purchaser or any similar proceedings, in each case prior to the date that is one year and one day (or if longer, any applicable preference period plus one day) after the payment in full of all amounts owing to the Secured Parties under the Loan Agreement. The Purchaser may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, liquidation or similar proceedings. The Purchaser shall promptly object to the institution of any bankruptcy, winding-up, liquidation or similar proceedings against it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation shall be subject to the availability of funds therefor. Nothing in this Section 8.9 shall limit the right of any party hereto to file any claim or otherwise take any action with respect to any proceeding of the type described in this Section that was instituted against the Purchaser by any Person other than a party hereto.

SECTION 8.10 Transfer of Seller’s Interest . With respect to each transfer of a Transferred Asset on any Purchase Date, (i) the Purchaser shall, as to each Transferred Asset, be a party to the relevant underlying instruments and have the rights and obligations of a lender thereunder, and (ii) the Seller shall, to the extent provided in this Agreement, and the applicable underlying instruments, relinquish its rights and be released from its obligations, as to each Transferred Asset. The obligors or agents on the Transferred Asset were or will be notified

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of the transfer of the Transferred Asset to the Purchaser to the extent required under the applicable underlying instruments. The Collateral Administrator will have possession of the related underlying instrument (including the underlying promissory notes, if any).

SECTION 8.11 Binding Effect; Third-Party Beneficiaries . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties, are intended by the parties hereto to be express third-party beneficiaries of this Agreement.

SECTION 8.12 Merger and Integration . Except as specifically stated otherwise herein, this Agreement and the other Loan Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the other Loan Documents.

SECTION 8.13 Headings . The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 8.14 OFAC . Seller shall not take any action that would cause the Purchaser to violate any Anti-Corruption Laws or otherwise to not be in compliance with applicable Sanctions. Without limiting the generality of the foregoing, the Seller, on behalf of the Purchaser, shall not (i) use the proceeds of any Advance under the Loan Agreement in any manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions and (ii) knowingly engage in any activity that would result in the Purchaser being designated as a Sanctioned Person.

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

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“ Sanctioned Country ” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Purchaser and the Seller each have caused this Sale and Contribution Agreement to be duly executed by their respective officers as of the day and year first above written.

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Schedule A

SCHEDULE OF PORTFOLIO INVESTMENTS

[see attached]

Schedule B

FORM OF PURCHASE NOTICE

[Date]                

Ladies and Gentlemen:

This Purchase Notice is delivered to you pursuant to Section 2.1(b) of the Sale and Contribution Agreement, dated as of July [    ], 2014 (together with all amendments, if any, from time to time made thereto, the “ Sale Agreement ”), between Alpine Funding LLC, as purchaser (the “ Purchaser ”), and Sierra Income Corporation, as seller. Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein have the meanings provided in the Sale Agreement.

In accordance with Section 2.1(b) of the Sale Agreement, the Seller hereby offers to Convey to the Purchaser [as a sale for cash for a Purchase Price of $            ] [and] [as a capital contribution in the amount of $            ] on the above-referenced Purchase Date pursuant to the terms and conditions of the Sale Agreement the Portfolio Investments listed on Schedule A hereto, together with the Related Security and all proceeds of the foregoing.

Please wire the Purchase Price to the Seller pursuant to the wiring instructions included at the end of this letter.

The Seller represents that the conditions described in Section 7.1 of the Sale Agreement have been satisfied with respect to such Conveyance.

The Seller agrees that if prior to the Purchase Date any matter certified to herein by it will not be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) at such time as if then made, it will immediately so notify the Purchaser. Except to the extent, if any, that prior to the Purchase Date the Purchaser shall receive written notice to the contrary from the Seller, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) at the Purchase Date as if then made.

The Seller has caused this Purchase Notice to be executed and delivered, and the certification and warranties contained herein to be made, by its duly authorized officer this             day of             , 20    .

Wire Instructions

Bank: ABA:

Account Name:

Account Number:

For further credit to account:

Exhibit 10.3

EXECUTION VERSION

PORTFOLIO MANAGEMENT AGREEMENT

dated as of July 23, 2014

by and between

Alpine Funding LLC,

as Borrower

and

SIC Advisors LLC,

as Portfolio Manager

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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THIS PORTFOLIO MANAGEMENT AGREEMENT (this “ Agreement ”), dated as of July [    ], 2014, is entered into by and between Alpine Funding LLC, a Delaware limited liability company (together with its successors and assigns permitted hereunder, the “ Borrower ”), and SIC Advisors LLC, a Delaware limited liability company (“ SIC ” and in its capacity as portfolio manager, and together with its successors and assigns permitted hereunder, the “ Portfolio Manager ”).

RECITALS:

WHEREAS, pursuant to a Loan Agreement, dated as of July [    ], 2014 (the “ Loan Agreement ”), by and among the Borrower, the Financing Providers from time to time parties thereto, JPMorgan Chase Bank, National Association, as Administrative Agent (together with any successor administrative agent permitted under the Loan Agreement, the “ Administrative Agent ”), the Collateral Administrator party thereto, the Collateral Agent party thereto, the Securities Intermediary party thereto and the Portfolio Manager, the Financing Providers intend to make Advances under and as defined therein to the Borrower;

WHEREAS, the Borrower intends to pledge certain Portfolio Investments and certain other assets as set forth in the Loan Agreement to the Collateral Agent as security for the Advances and certain other obligations set forth in the Loan Agreement;

WHEREAS, the Borrower desires to appoint SIC as the Portfolio Manager to provide the services described herein and SIC desires to accept such appointment;

WHEREAS, the Loan Agreement will authorize the Borrower to enter into this Agreement, pursuant to which the Portfolio Manager agrees to perform, on behalf of the Borrower, certain duties with respect to the acquisition, administration and disposition of Collateral in the manner and on the terms set forth herein and to perform such additional duties as are consistent with the terms of this Agreement and the Loan Agreement as the Borrower may from time to time reasonably request; and

WHEREAS, the Portfolio Manager has the capacity to provide the services required hereby and is prepared to perform such services upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the agreements herein set forth, the parties hereto agree as follows:

Capitalized terms used and not defined herein shall have the meanings set forth in the Loan Agreement. As used in this Agreement:

“ Administrative Agent ” shall have the meaning set forth in the recitals.

“ Advisers Act ” shall mean the United States Investment Advisers Act of 1940, as amended.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Borrower ” shall have the meaning set forth in the preamble.

“ Client ” means with respect to any specified Person, any Person or account for which the specified Person provides investment management services or provides investment advice.

“ Indemnified Party ” shall have the applicable meaning set forth in Section 10(b) .

“ Indemnifying Party ” shall have the applicable meaning set forth in Section 10(b) .

“ Loan Agreement ” shall have the meaning set forth in the recitals.

“ Losses ” shall mean, collectively, all expenses, losses, damages, liabilities, demands, charges or claims of any kind or nature whatsoever (including reasonable attorneys’ fees and accountants’ fees and costs and expenses relating to investigating or defending any demands, charges and claims).

“ Managed Assets ” shall mean, collectively, the Portfolio Investments, the Eligible Investments and any other assets from time to time owned by the Borrower.

“ Obligor ” means in respect of any Portfolio Investment of the Borrower, the Person primarily obligated to pay Collections in respect of such Portfolio Investment to the Borrower.

“ Officer’s Certificate ” means a certificate delivered to the Administrative Agent or other Person entitled to receive the same under this Agreement or any other Loan Document signed by an officer of the Portfolio Manager, or by an officer of the Borrower, as required by this Agreement or any other Loan Document.

“ Organizational Documents ” means the articles or certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of a corporation, the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement, in the case of a limited liability company.

“ Personnel ” shall have the meaning set forth in Section 4(e) .

“ Portfolio Manager ” shall have the meaning set forth in the preamble.

“ Portfolio Manager Affiliate ” means any of (1) any director or officer of the Portfolio Manager (or any Person performing a similar function), (2) any Person directly or indirectly controlling, under common control with or controlled by the Portfolio Manager and (3) all current employees of the Portfolio Manager (other than employees performing only clerical, administrative, support or similar functions); provided, that “Portfolio Manager Affiliate” shall not mean an Obligor under any Portfolio Investment.

“ Portfolio Manager Breach ” shall have the meaning set forth in Section 10(a) .

“ Portfolio Manager Party ” shall have the meaning set forth in Section 10(a) .

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“ Portfolio Manager Related Person ” means with respect to the Portfolio Manager, without duplication, each Affiliate, each Portfolio Manager Affiliate, their respective Clients and their respective partners, managers, members, shareholders, directors, officers and employees.

“ SIC ” shall have the meaning set forth in the preamble.

“ Standard of Care ” shall mean, with respect to any Portfolio Investments and all other assets included in the Collateral, to service and administer such Portfolio Investments and other assets in the Collateral with reasonable care and in accordance with the related underlying instruments (as applicable) and all customary and usual servicing practices which are consistent with the same care, skill, prudence and diligence with which the Portfolio Manager services and administers loans and other assets for its own account or for the account of others.

(a) SIC is hereby appointed as Portfolio Manager of the Borrower for the purpose of performing certain duties as specified herein, including directing and supervising the investment and reinvestment of Managed Assets and performing certain administrative functions on behalf of the Borrower in accordance with and subject to the applicable provisions of the Loan Agreement, this Agreement and the other Loan Documents applicable to it, including, without limitation, Section 7 and Section 9 hereof, and SIC hereby accepts such appointment and agrees to perform the obligations of the Portfolio Manager pursuant to the terms hereof. The Portfolio Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments on behalf of the Borrower in connection with performing its obligations set forth herein.

(b) Subject to the provisions of Section 5 , Section 7 , Section 9 and Section 10 , the Portfolio Manager agrees, and is hereby authorized, to provide the following services to or on behalf of the Borrower (in accordance with the terms, requirements and limitations set forth in the Loan Agreement, the Borrower’s organizational documents and each other Loan Document):

(i) selection of the Managed Assets to be acquired by the Borrower;

(ii) investment and reinvestment of the Collateral;

(iii) disposition or tender of any Managed Asset and delivery of any instruction or certificate to the Collateral Agent with respect thereto;

(iv) (A) performance of investment-related duties and functions (including, without limitation, the furnishing of direction letters and certificates) with regard to purchases, sales, substitutions or other dispositions of Managed Assets and deposits in certain accounts; and (B) execution and delivery of all necessary and appropriate documents and instruments on behalf of the Borrower with respect thereto;

(v) monitoring and keeping appropriate records of the assets that constitute the Collateral on an ongoing basis and provision to or on behalf of the

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Borrower of all reports, schedules, certificates and other data that the Borrower is required to prepare and deliver under the Loan Agreement, in such forms, and containing such information, required thereby, in sufficient time for such required reports, schedules, certificates and data to be reviewed and delivered by or on behalf of the Borrower to the parties entitled thereto under the Loan Agreement;

(vi) advising and, as applicable, directing the Collateral Agent in connection with all actions to be taken by the Collateral Agent at the direction of the Borrower or of the Portfolio Manager, in each case subject to the applicable terms thereof and the terms hereof;

(vii) negotiating on behalf of the Borrower with prospective sellers or purchasers of Portfolio Investments as to the terms relating to the purchase, sale and disposition of such Portfolio Investments;

(viii) determining whether any Portfolio Investment is a Defaulted Obligation or equity security;

(ix) determining the timing and amount of Financings to be made under the Loan Agreement (and effectuating such Financings);

(x) taking any appropriate actions, as agent and attorney-in-fact of the Borrower, with respect to any Managed Asset, including, without limitation:

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(xi) in the event that a request to draw on any Delayed Funding Term Loan or Collateralized Delayed Funding Commitment is received (A) with respect to a Delayed Funding Term Loan, requesting an Advance or a distribution of Principal Proceeds to fund such draw request and (B) with respect to a Collateralized Delayed Funding Commitment, directing the Collateral Agent to use amounts on deposit in the account designated by the Administrative Agent for the cash collateralization of Collateralized Delayed Funding Commitments to fund such draw request;

(xii) compiling and preparing certain reports on behalf of the Borrower and performing such other functions and complying with such other reporting duties and responsibilities as are provided hereunder and in the Loan Agreement; and

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(c) The Portfolio Manager shall, and is hereby authorized to, perform its obligations hereunder and under the Loan Agreement in a manner that is consistent with the terms of the Loan Agreement.

(d) The Portfolio Manager shall not be bound to comply with any amendment, waiver or modification to the Loan Agreement that would materially and adversely affect the Portfolio Manager unless the Portfolio Manager has consented thereto in writing.

(e) The Borrower acknowledges, and the Portfolio Manager agrees, that the principals, employees and professional staff of the Portfolio Manager will devote such time and effort in conducting activities on behalf of the Borrower as the Portfolio Manager reasonably deems appropriate to perform its duties in accordance with this Agreement and in accordance with reasonable commercial standards.

(f) In providing services hereunder, the Portfolio Manager may employ third parties, including its Affiliates, to render advice (including investment advice) and assistance; provided that the Portfolio Manager shall not be relieved of any of its duties hereunder regardless of the performance of any services by third parties including Affiliates, except that the Portfolio Manager may, with respect to the affairs of the Borrower, consult with counsel and accountants in their capacity as such reasonably selected by the Portfolio Manager and shall be fully protected, in acting or failing to act hereunder if such action or inaction is taken or not taken, in each case in good faith by the Portfolio Manager in accordance with the advice or opinion of such counsel or accountants and subject to the Standard of Care.

(g) The Borrower hereby makes, constitutes and appoints the Portfolio Manager, with full power of substitution (any person in favor of which such power of substitution shall be exercised being referred to as a “subattorney”), as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead (i) to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents, and to make any payment, which the Portfolio Manager reasonably deems necessary or appropriate in connection with its duties under this Agreement and (ii) to (A) vote in its discretion any Managed Assets included in the Collateral, (B) execute proxies, waivers, consents, amendments and other documents, instruments and certificates with respect to such Managed Assets, (C) endorse, transfer or deliver such Managed Assets and execute and deliver all transfer documentation with respect hereto, and (D) participate in or consent (or decline to consent) to any modification, work-out, restructuring, bankruptcy proceeding, class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such Managed Assets. This grant of power-of-attorney is coupled with an interest and, to the extent permitted by applicable law, irrevocable, and it shall survive

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and not be affected by the subsequent dissolution or bankruptcy of the Borrower; provided that this grant of power of attorney shall expire, and the Portfolio Manager and any subattorney shall cease to have any power to act as the Borrower’s agent or attorney-in-fact, upon termination of this Agreement or upon the resignation of the Portfolio Manager becoming effective in accordance with Section 12 . The Borrower shall execute and deliver to the Portfolio Manager all such other powers of attorney, proxies, and other orders, and all such instruments, as the Portfolio Manager may reasonably request for the purpose of enabling the Portfolio Manager to exercise the rights and power which it is entitled to exercise pursuant to this Agreement. Each of the Portfolio Manager and the Borrower shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations and the terms of this Agreement.

(a) In executing transactions with respect to the Collateral (other than Portfolio Investments originated by Sierra Income Corporation which are subject to Section 3(b) below), the Portfolio Manager will use reasonable efforts to obtain the best execution but has no obligation to obtain the lowest prices available. The Portfolio Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Portfolio Manager’s reasonable business judgment, electronic execution will improve execution quality. In pursuit of best execution, the Portfolio Manager may take into consideration all factors the Portfolio Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Portfolio Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Portfolio Manager and/or its Affiliates. The Portfolio Manager may aggregate sales and purchase orders placed with respect to the Collateral with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or mark-ups or mark-downs and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or other appropriate basis. However, no provision in this Agreement shall require the Portfolio Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Portfolio Investment occurs as part of any aggregate sale or purchase order (other than Portfolio Investments originated by Sierra Income Corporation which are subject to Section 3(b) ), the objective of the Portfolio Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Portfolio Manager to be equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Loan Agreement on the Borrower). The Portfolio Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Portfolio Manager (other than to Portfolio Investments originated by Sierra Income Corporation) will generally be allocated to the Borrower in a manner that the Portfolio Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Portfolio Manager are subjective and represents the Portfolio Manager’s evaluation at the time.

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(b) With respect to Portfolio Investments originated by Sierra Income Corporation, such Portfolio Investments may be offered to the Borrower and acquired by the Borrower in accordance with the Sale Agreement and the Loan Agreement. The Borrower agrees that Sierra Income Corporation is not obligated to offer any such Portfolio Investment to the Borrower.

(c) Subject to Sections 3(a) and 3(b) hereof and the Loan Agreement, as applicable, the Portfolio Manager is hereby authorized to effect Client cross-transactions where the Portfolio Manager causes a transaction to be effected between the Borrower and another Client advised by it or by any of its Portfolio Manager Affiliates, including, without limitation, other entities investing in, entering into or warehousing assets similar to the Portfolio Investments. The Portfolio Manager may engage in a Client cross-transaction involving the Borrower any time that the Portfolio Manager believes such transaction to be fair to the Borrower and its other Client. The Borrower hereby consents to any such Client cross transactions between the Borrower and another Client of the Portfolio Manager or one of its Portfolio Manager Affiliates.

(d) The Borrower acknowledges and agrees that the Portfolio Manager and Portfolio Manager Related Persons may invest for their own accounts or for the accounts of others in securities, obligations, and other assets that would be appropriate investments for the Borrower. Such investments may be the same as or different from those made on behalf of the Borrower. The Borrower acknowledges that the Portfolio Manager and Portfolio Manager Related Persons may enter into, for their own accounts or for the accounts of others, credit default swaps relating to Obligors or issuers with respect to the Collateral. The Borrower understands that the Portfolio Manager and Portfolio Manager Related Persons may have economic interests in (including, without limitation, controlling equity interests or other equity or debt interests), be lenders to, receive payments from, render services to, engage in transactions with or have other relationships with Obligors or issuers with respect to the Collateral. In particular, the Portfolio Manager and Portfolio Manager Related Persons may make or hold investments in an Obligor’s or issuer’s securities or obligations that may be pari passu, senior or junior in ranking to an investment in such Obligor’s or issuer’s securities or obligations held by the Borrower or otherwise have interests different from or adverse to those of the Borrower. The Borrower agrees that, in the course of managing the Collateral held by the Borrower, the Portfolio Manager may consider its relationships with other Clients (including Obligors or issuers) and Portfolio Manager Related Persons. The Portfolio Manager may decline to make a particular investment for the Borrower in view of such relationships. In addition, individuals who are partners, managers, members, shareholders, directors, officers, employees or agents of the Portfolio Manager or of one or more Portfolio Manager Related Persons may serve on boards of directors of, or otherwise have ongoing relationships with, such Obligors or issuers. As a result, such individuals may possess information relating to Obligors or issuers of Collateral that is (a) not known to or (b) known but restricted as to its use by the individuals at the Portfolio Manager responsible for monitoring the Collateral and performing the other obligations of the Portfolio Manager under this Agreement. Each of such ownership and other relationships may result in securities laws restrictions on transactions in

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such securities by the Borrower and otherwise create conflicts of interest for the Borrower. The Borrower acknowledges and agrees that, in all such instances, the Portfolio Manager and Portfolio Manager Related Persons may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to the Borrower’s investments and they have no duty, in making or managing such investments, to act in a way that is favorable to the Borrower.

(e) The Borrower agrees that neither the Portfolio Manager nor any Portfolio Manager Related Person is under any obligation to offer investment opportunities of which it becomes aware to the Borrower or to account to the Borrower for (or share with the Borrower or inform the Borrower of) any such transaction or any benefit received by it from any such transaction or to inform the Borrower before purchasing any Collateral for its own account or offering any opportunities to purchase Collateral to any of its Affiliates or to other funds or Clients that the Portfolio Manager or any of its Affiliates may manage or advise or to third parties. The Borrower understands that the Portfolio Manager and Portfolio Manager Related Persons may have, for their own accounts or for the accounts of others, portfolios with substantially the same portfolio criteria as are applicable to the Borrower. Furthermore, the Portfolio Manager and each Portfolio Manager Related Person may make an investment on behalf of any Client or on their own behalf without offering the investment opportunity or making any investment on behalf of the Borrower and, accordingly, investment opportunities may not be allocated among all such Clients. The Borrower acknowledges that affirmative obligations may arise in the future, whereby the Portfolio Manager or Portfolio Manager Related Persons are obligated to offer certain investments to Clients before or without the Portfolio Manager’s offering those investments to the Borrower. The Borrower agrees that the Portfolio Manager may make investments on behalf of the Borrower in securities or obligations that it has declined to invest in or enter into for its own account, the account of any of the Portfolio Manager Related Persons or the account of any other Client.

(f) Subject to Sections 3(a) and 3(b) hereof and the Loan Agreement, as applicable, the Portfolio Manager may effect transactions with the Borrower or its Affiliates in accordance with applicable law (i) on an agency basis or (ii) on a principal basis where the Portfolio Manager or any of its Portfolio Manager Affiliates sells assets to or purchases assets from the Borrower.

(a) The relationship between the Portfolio Manager and the Borrower as described in this Agreement permits the Portfolio Manager and its Affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of the Borrower), and, subject only to the Portfolio Manager’s execution obligations set forth in Section 3 hereof and the Loan Agreement, to effect transactions with or for the Borrower’s account in instances in which the Portfolio Manager and its Affiliates may have multiple interests. In this regard the Borrower acknowledges that the Portfolio Manager is part of a specialty asset finance company, and as such, the Portfolio Manager and the Portfolio Manager Related Persons may have multiple proprietary, advisory, transactional and financial and other interests in other issuers that invest in assets of a similar nature to those of the Borrower, and in obligations, securities, instruments and companies that may be purchased, sold or held for the Borrower’s

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account. The Portfolio Manager and its Affiliates may originate and invest in Managed Assets on behalf of themselves and their Affiliates and act and may act as adviser to Clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held on the Borrower’s behalf, and the Portfolio Manager and its Affiliates may originate obligations or securities that the Borrower may purchase, sell or hold subject to the provisions of this Agreement and of the Loan Agreement. The Portfolio Manager and its Affiliates may syndicate Portfolio Investments and/or act as agent for the lenders with respect to a Portfolio Investment acquired by the Borrower. The Portfolio Manager serves and expects in the future that it and/or its Affiliates will serve as collateral manager, collateral servicer, investment advisor or sub-advisor for other loan financing vehicles, collateral loan obligation vehicles, structured finance vehicles, loan funds, loan separate account and the like. At times, these activities and activities of the Portfolio Manager and/or its Affiliates for their own respective accounts may cause the Portfolio Manager or its Affiliates to take actions adverse to the interests of the Borrower. The Portfolio Manager and/or Portfolio Manager Related Persons will at certain times (a) be seeking to purchase or sell securities or obligations for the Borrower while simultaneously seeking to take the same or opposite action for themselves, or their other Clients and/or (b) take short positions or enter into short credit default swaps with respect to certain Collateral or Obligors included in the Collateral. The Borrower understands that such actions may have an adverse impact on the market which the Portfolio Manager seeks to access on behalf of the Borrower. The Portfolio Manager and/or Portfolio Manager Related Persons may give advice, and take action, with respect to any of their Clients or their respective proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Portfolio Manager’s advisory accounts (including the Borrower), and effect transactions for such Clients or their respective proprietary accounts at prices or rates that may be more or less favorable than the prices or rates applying to transactions effected for the Borrower.

(b) The Borrower acknowledges that the ability of the Portfolio Manager and its Affiliates to effect or recommend transactions may be restricted by applicable regulatory requirements in the United States or elsewhere or by their internal policies designed to comply with such requirements. As a result, there may be periods when the Portfolio Manager will not initiate or recommend certain types of transactions in certain obligations or securities on behalf of the Borrower.

(c) Nothing herein shall prevent the Portfolio Manager and/or Portfolio Manager Related Persons from (1) acting as principal, agent or fiduciary for other Clients in connection with obligations or securities simultaneously held by the Borrower or of the type eligible for acquisition by the Borrower or limiting any relationships the Portfolio Manager and/or Portfolio Manager Related Persons may have with any Obligor or issuer of any Collateral or (2) engaging, to the extent permitted by law and not prohibited by the Loan Agreement, in its or their customary business, other businesses or from rendering services of any kind to the Borrower and its Affiliates, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent, the Financing Providers or any other Person. There is no limitation or restriction on the ability of the Portfolio Manager or any of its Affiliates now or in the future to act as collateral manager, collateral servicer, investment advisor or sub-advisor (or in a similar role) to other Persons.

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Without prejudice to the generality of the foregoing, the Portfolio Manager or any Portfolio Manager Related Person may, among other things:

(i) serve as shareholders, directors (whether supervisory or managing), managers, officers, employees, agents, nominees or signatories for the Borrower or any Affiliate thereof, or for any Obligor or issuer or Affiliate of any Obligor or issuer of any of the Collateral; provided, that, in the commercially reasonable judgment of the Portfolio Manager, such activity will not have a material adverse effect on the Collateral;

(ii) receive fees for services of whatever nature rendered to the Obligor or issuer of any of the Collateral; provided, that with respect to such services, the Portfolio Manager is not acting as an agent for the Borrower;

(iii) be retained to provide services unrelated to this Agreement to the Borrower or its Affiliates or to any other Person and be paid therefor;

(iv) be a secured or unsecured creditor of, or hold an equity interest in (A) the Borrower or any Affiliate thereof or (B) any Obligor or issuer of any Collateral;

(v) subject to Sections 3 and 5 hereof and the Loan Agreement, sell any Collateral to, or purchase any Collateral from, the Borrower while acting in the capacity of principal or agent;

(vi) originate, underwrite, act as an agent with respect to, act as a distributor of or make a market in any Collateral;

(vii) serve as a member of any “creditors’ board” or “creditors’ committee” with respect to any Obligor or issuer with respect to any Collateral; and

(viii) act as collateral manager, collateral servicer, investment manager and/or sub-advisor in other corporate loan financing vehicles, collateralized loan obligation vehicles, structured finance vehicles, funds or separate accounts.

(d) The Borrower acknowledges and agrees that:

(i) the Portfolio Manager and/or its Affiliates have proprietary interests in, and may manage or advise, accounts or investment funds that have investment objectives similar or dissimilar to those of the Borrower and/or that engage in transactions in the same types of securities, obligations and investments as the Borrower, and as a result may compete with the Borrower for appropriate investment opportunities;

(ii) issuers or Obligors of securities or obligations held by the Borrower may have publicly or privately traded securities or obligations, including securities or obligations that are senior to, or have interests different from or adverse to, the securities that are pledged to secure the Borrower’s obligations under the Loan Agreement, in which the Portfolio Manager and/or its Affiliates may be an investor or may make a market;

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(iii) the trading activities of the Portfolio Manager and/or its Affiliates generally are carried out without reference to positions held by the Borrower and may have an effect on the value of the positions so held, or may result in the Portfolio Manager and/or its Affiliates having an interest in the applicable Obligor or issuer adverse to that of the Borrower;

(iv) the Portfolio Manager and/or its Affiliates may create, write or issue derivative instruments with respect to which the underlying obligations or securities may be those in which the Borrower invests;

(v) the Portfolio Manager, any Portfolio Manager Related Person or any member of their families or a Person advised by the Portfolio Manager and/or its Affiliates may have an interest in a particular transaction or in investments of the same kind or class, or investments of a different kind or class of the same issuer or Obligor, as those whose acquisition or sale the Portfolio Manager may direct hereunder; and

(vi) the Portfolio Manager and/or its Affiliates may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Borrower’s account and other activities for themselves and other Clients and their own accounts, and the Portfolio Manager’s fees as set forth in this Agreement shall not be abated thereby.

(e) In connection with their activities with the Portfolio Manager, the Borrower understands that the directors, officers and employees of the Portfolio Manager (the “ Personnel ”) may receive information regarding the Portfolio Manager’s proposed activities or activities or proposed activities of any Obligor or any issuer of securities that is not generally available to the public. However, there will be no obligation on the part of such Personnel to make available for use by advisory accounts any information or strategies known to them or developed in connection with their advisory, proprietary or other activities. In addition, the Portfolio Manager will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Portfolio Manager shall have no obligation to recommend for purchase or sale by the Borrower any obligation or security that the Portfolio Manager or its Personnel may purchase for themselves or for any other Clients. The Borrower understands that the policies of the Portfolio Manager are such that certain Personnel may have or obtain information that, by virtue of the Portfolio Manager’s internal policies relating to confidential communications, cannot or may not be used by the Portfolio Manager on behalf of the Borrower. In addition, the Portfolio Manager and Portfolio Manager Related Persons, in connection with their other business activities, may acquire material non-public confidential information that may restrict the Portfolio Manager from purchasing obligations or securities or selling obligations or securities for itself, for its Affiliates or for its Clients (including the Borrower) or otherwise using such information for the benefit of itself, its Affiliates or its Clients. The Portfolio Manager shall have no obligation to seek to obtain any material non-public information about any Obligor or any issuer, and will not effect transactions for the Borrower on the basis of any material non-public information as may come into its possession.

(f) The Borrower acknowledges and agrees that, although the officers and employees of the Portfolio Manager will devote as much time to the Borrower as the Portfolio

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Manager deems necessary and appropriate, the officers and employees may have conflicts in allocating their time and services among the Borrower and the Portfolio Manager’s and its Affiliates’ other Clients and proprietary accounts.

In certain circumstances, the interests of the Borrower and/or the Financing Providers with respect to matters as to which the Portfolio Manager is advising the Borrower may conflict with the interests of the Portfolio Manager. The Borrower hereby acknowledges that various potential and actual conflicts of interest may exist with respect to the Portfolio Manager as described in this Agreement; provided that nothing in this Section 5 shall be construed as altering duties of the Portfolio Manager as set forth herein, in the Loan Agreement or under applicable law.

(a) The Portfolio Manager shall maintain appropriate books of account and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection and copying by representatives of the Borrower and of the Administrative Agent, or their designees, upon reasonable advance notice and during normal business hours and at the Borrower’s expense, provided that the Portfolio Manager shall not be required to disclose any information which it is required by law or contract to keep confidential or that does not relate to the Borrower and, provided further, that, so long as no Event of Default has occurred and is continuing under the Loan Agreement, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so in the aggregate no more frequently than once in any consecutive 12 month period. The Portfolio Manager shall keep confidential any and all such information obtained in connection with the services rendered hereunder and shall not disclose any such information to third parties that are not Affiliates of the Portfolio Manager or the Borrower except (i) with the prior written consent of the Borrower and the Administrative Agent, (ii) as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the Portfolio Manager or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Portfolio Manager or any of its or the Borrower’s Affiliates, (iii) to its professional advisors, (iv) as expressly permitted in the Loan Agreement or in any other Loan Document, (v) to the extent necessary in connection with the duties or rights of the Portfolio Manager hereunder, under the Loan Agreement or under any other Loan Document, (vi) subject to the second succeeding sentence, in connection with other transactions managed or to be managed by the Portfolio Manager or its Affiliates or an assessment by others of the Portfolio Manager or its Affiliates performance or investment management business or (vii) such information as shall have been publicly disclosed other than in violation of this Agreement. For purposes of this Section 6 , the Financing Providers, prospective Financing Providers, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any other party, prospective or otherwise, to an agreement contemplated by the Loan Agreement, shall in no event be considered “third parties that are not Affiliates of the Portfolio Manager or the Borrower.” Notwithstanding anything to the contrary herein, the Portfolio Manager shall have the right to disclose the Portfolio Manager’s performance with respect to the Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the Portfolio Manager or any of its Affiliates.

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(b) Notwithstanding anything herein to the contrary, the Portfolio Manager (and each employee, representative, or other agent of the Portfolio Manager) may disclose to any and all other persons, without limitations of any kind, the tax treatment and tax structure of the transactions described here and all materials of any kind (including opinions or other tax analyses) that are provided to the Portfolio Manager relating to such tax treatment and tax structure. However any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with applicable federal or state securities law. For purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meaning given to such terms under United States Treasury Regulation Section 1.6011-4(c) and applicable state and local law.

The Portfolio Manager shall not take any action that, in its judgment, subject to the Standard of Care, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Standard of Care, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Organizational Documents, copies of which the Portfolio Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which would have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act or (v) cause the Borrower to violate the Loan Agreement or any other Loan Document. If the Portfolio Manager is ordered to take any such action on behalf of the Borrower, the Portfolio Manager shall promptly notify the Borrower and the Administrative Agent of the Portfolio Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Portfolio Manager to do so and the Administrative Agent has consented thereto in writing. Notwithstanding any such request, the Portfolio Manager need not take such action unless arrangements reasonably satisfactory to it are made to insure or indemnify the Portfolio Manager, its partners, members, managers, stockholders, directors, officers, employees, professional advisors and agents from any liability and expense it may incur as a result of such action. Neither the Portfolio Manager nor its partners, members, managers, stockholders, directors, officers, employees, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10 . Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7 , Section 10 or Section 14 shall be payable out of the Collateral as Permitted Distributions and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7 , Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available as Permitted Distributions to satisfy all contingencies. The Portfolio Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement or the Loan Agreement except to the extent that non-compliance would not reasonably be expected to result in a Material Adverse Effect.

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(a) Unless otherwise specified herein or in the Loan Agreement, the Portfolio Manager shall be responsible for all of its ordinary expenses and costs incurred by it in the performance of its services under this Agreement; provided that the Borrower shall bear, or reimburse the Portfolio Manager for, to the extent funds are available therefor in accordance with and subject to the limitations contained in the Loan Agreement, the following expenses and costs (which shall be payable as Permitted Distributions under the Loan Agreement): (i) any fees, expenses or other amounts payable to any web service provider and any accountants, counsel and other professional advisors engaged by the Portfolio Manager on behalf of the Borrower; (ii) any extraordinary, out-of-pocket costs and expenses incurred by the Portfolio Manager in the performance of its obligations and exercise of its rights under this Agreement, the Loan Agreement or any other Loan Document, (iii) any reasonable fees and expenses incurred by it to employ outside lawyers, consultants or outside professionals (but not including, for the avoidance of doubt, employee salaries) reasonably necessary with respect to its obligations and rights under this Agreement, (iv) brokerage commissions paid on an arms-length basis, transfer fees, registration costs, taxes and other similar costs and transaction related expenses and fees arising out of transactions effected for the Borrower’s account; (v) reasonable, out-of-pocket expenses of communicating with the Administrative Agent and/or the Financing Providers, and (vi) any reasonable, out-of-pocket fees and expenses incurred by the Portfolio Manager to employ asset pricing, asset valuation and asset rating services, and third party accounting, programming, software, data entry and other services that are retained by the Borrower or by the Portfolio Manager on behalf of the Borrower in order to provide the services provided by the Portfolio Manager pursuant to this Agreement.

(b) If this Agreement is terminated for any reason or the Portfolio Manager resigns, then the Portfolio Manager immediately prior to such termination or resignation shall be entitled to reimbursement of reasonable expenses when payable as Permitted Distributions.

(c) Notwithstanding anything to the contrary in this Agreement, any amounts payable by the Borrower pursuant to this Agreement (whether in respect of amounts described in this Section 8, in respect of indemnities or otherwise) shall be solely payable to the extent of available and declared Permitted Distributions made in accordance with the Loan Agreement.

The Portfolio Manager shall perform its duties and obligations hereunder and under the Loan Agreement in accordance with the terms of this Agreement, the terms of the Loan Agreement applicable to it and in accordance with the Standard of Care. The Portfolio Manager shall not have any obligation to perform any duties other than as specified herein and in the Loan Agreement.

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(a) In rendering the services called for hereunder and under the terms of the Loan Agreement applicable to the Portfolio Manager, the Portfolio Manager assumes no responsibility under this Agreement other than to perform its duties and obligations hereunder and under the terms of the Loan Agreement applicable to it and, except as set forth in the next sentence, shall not be responsible for any action or inaction of the Borrower, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any other Person in following or declining to follow any direction or advice of the Portfolio Manager. None of the Portfolio Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees and agents (each a “ Portfolio Manager Party ”) will be liable to the Borrower, the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Financing Providers or any other Person for any Losses incurred (including reasonable attorneys’ and accountants’ fees and expenses), or for any decrease in the value of the Collateral as a result of, the actions taken or recommended, or for any omissions (including, with respect to the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any Financing Provider, any failure to timely grant any consent requested by the Portfolio Manager) by, the Portfolio Manager, its Affiliates or their respective partners, members, managers, stockholders, directors, officers, employees or agents under or in connection with this Agreement or the terms of the Loan Agreement applicable to it, except that the Portfolio Manager shall be so liable as and to the extent such Losses arise out of or in connection with (i) acts or omissions of the Portfolio Manager constituting bad faith, willful misconduct, gross negligence or fraud by the Portfolio Manager in the performance of, or reckless disregard by the Portfolio Manager with respect to, the obligations of the Portfolio Manager hereunder and under the terms of the Loan Agreement applicable to the Portfolio Manager (a “ Portfolio Manager Breach ”) or (ii) any breach of the representations and warranties of the Portfolio Manager set forth in this Agreement.

(b)(i) Subject to Section 8(d), the Borrower shall indemnify and hold harmless (the Borrower in such case, the “ Borrower Indemnifying Party ”) the Portfolio Manager, its Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees and agents (in each such case, a “ Portfolio Manager Indemnified Party ”) from and against any and all Losses arising out of or in connection with the funding of the Advances, the transactions contemplated by this Agreement, the Loan Agreement or any other Loan Document or any acts or omissions of any such Portfolio Manager Indemnified Party; provided , that the Borrower will not be liable for any Losses to the extent that such Losses are incurred as a result (i) of any acts or omissions by any such Borrower Indemnified Party that constitute a Portfolio Manager Breach or (ii) of any breach of the representations and warranties of the Portfolio Manager set forth in this Agreement.

(ii) The Portfolio Manager shall indemnify and hold harmless (the Portfolio Manager in such case, the “ Portfolio Manager Indemnifying Party ”) the Borrower, the Administrative Agent, the other Agents and the Financing Providers, and each of their respective Affiliates and their respective partners, members, managers, stockholders, directors, officers, employees and agents (any such party in each such case,

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the “ Borrower Indemnified Party ”) from and against any and all Losses arising out of or in connection with a Portfolio Manager Breach; provided , that the Portfolio Manager will not be liable for any Losses to the extent that such Losses are found by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any acts or omissions by such Borrower Indemnified Party that constitute bad faith, willful misconduct, gross negligence or fraud by such Indemnified Party hereunder or under the terms of any other Loan Document applicable to it. As used herein, the Borrower Indemnifying Party or the Portfolio Manager Indemnifying Party providing indemnification is referred to herein as the “Indemnifying Party” and the Portfolio Indemnified Party or the Borrower Indemnified Party receiving indemnification is referred to herein as the “Indemnified Party”. No partners, members, managers, stockholders, directors, officers, employees or agents of the Portfolio Manager shall be liable for the Portfolio Manager’s obligations hereunder.

(iii) If for any reason the indemnity provided for in this Section 10 is unavailable, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of any Losses in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other hand.

(c) An Indemnified Party shall (or, with respect to the Portfolio Manager’s partners, members, managers, stockholders, directors, officers, employees and agents, the Portfolio Manager shall cause such Indemnified Party to) within ten (10) Business Days of receiving notice thereof, notify the Indemnifying Party if the Indemnified Party receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim for indemnification under this Section 10 , but failure so to notify the Indemnifying Party or to comply with Section 10 shall not relieve such Indemnifying Party from its obligations under paragraph Section 10(b) unless and to the extent that such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses.

(d) With respect to any claim made or threatened against an Indemnified Party, or compulsory process or request served upon such Indemnified Party for which such Indemnified Party is or may be entitled to indemnification under this Section 10 , such Indemnified Party shall (or with respect to the Portfolio Manager’s partners, members, managers, stockholders, directors, officers, employees and agents, the Portfolio Manager shall cause such Indemnified Party to):

(i) at the Indemnifying Party’s expense, provide the Indemnifying Party with such information and cooperation with respect to such claim as the Indemnifying Party may reasonably require, including, but not limited to, making appropriate personnel available to the Indemnifying Party at such reasonable times as the Indemnifying Party may request;

(ii) at the Indemnifying Party’s expense, cooperate and take all such steps as the Indemnifying Party may reasonably request to preserve and protect any defense to such claim;

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(iii) in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Indemnifying Party the right, which the Indemnifying Party may exercise in its sole discretion and at its expense, to participate in the investigation, defense and settlement of such claim, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof unless such Indemnified Party reasonably determines that counsel selected by the Indemnifying Party has a conflict of interest due to conflicting interests of the Indemnifying Party and the Indemnified Party, in which case such Indemnifying Party shall pay the reasonable fees and disbursements of one additional counsel selected by the Indemnified Party (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; and

(iv) neither incur any material expense to defend against nor release or settle any such claim or make any admission with respect thereto (other than routine or incontestable admission or factual admissions the failure to make that could expose such Indemnified Party to (A) unindemnified liability or (B) any liability in respect of which, in the good faith determination of such Indemnified Party, the Indemnifying Party is unlikely to have sufficient funds available to indemnify the Indemnified Party in full (taking into account the restrictions on payments contained in the Loan Agreement)) without the prior written consent of the Indemnifying Party; provided that the Indemnifying Party shall have advised such Indemnified Party that such Indemnified Party is entitled to be indemnified hereunder with respect to such claim.

(e) No Indemnified Party shall, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise any claim giving rise to a claim for indemnity hereunder, or permit a default or consent to the entry of any judgment in respect thereof; provided that such Indemnified Party shall not be required to seek or obtain such consent if it determines in good faith, that the Indemnifying Party is unlikely to have sufficient funds available to indemnify it in full, taking into account the restrictions on payments contained in the Loan Agreement.

(f) No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim giving rise to a claim for indemnity hereunder if such settlement includes a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an Indemnified Party.

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The Borrower and the Portfolio Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Portfolio Manager’s relation to the Borrower shall be deemed to be solely that of an independent contractor.

(a) This Agreement shall commence as of the date first set forth above and shall continue in force until the first of the following occurs: (i) the liquidation of the Collateral and the final distribution of the proceeds of such liquidation, (ii) upon the payment in full of all Secured Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been asserted) by the Borrower and the termination of the commitments under the Loan Agreement or (iii) the resignation of the Portfolio Manager in accordance with this Section 12 if this Agreement is not assigned to an Affiliate of the Portfolio Manager in accordance with Section 15 prior to the effective date of the Portfolio Manager’s resignation.

(b) This Agreement may be terminated without cause by the Portfolio Manager, and the Portfolio Manager may resign, upon ninety (90) days’ prior written notice (or such shorter notice as the Borrower and the Administrative Agent may agree to in writing) to the Borrower and the Administrative Agent.

(c) This Section 12(c) and Section 8 (with respect to fees accrued and expenses incurred prior to such termination) and Sections 10 , 14 , 17 , 21 through 24 , 26 and 28 shall survive any termination of this Agreement pursuant to this Section 12 .

(d) Notwithstanding any termination of this Agreement or the resignation of the Portfolio Manager, the Borrower shall remain liable for its obligations under Section 10 and the Portfolio Manager shall remain liable for its obligations under Section 10 relating to any Portfolio Manager Breaches arising prior to such termination or resignation.

From and after the effective date of the resignation of the Portfolio Manager in accordance with this Agreement, such Portfolio Manager shall not be entitled to compensation for further services hereunder, but shall, subject to the provisions of Section 8(b) , be paid all compensation and expense reimbursement accrued to the effective date of resignation and shall be entitled to receive any amounts owing to it under Section 10 . On, or as soon as practicable after, the date any resignation is effective, the Portfolio Manager shall, at the Borrower’s expense:

(a) deliver to the Borrower or the successor Portfolio Manager, as directed by the Borrower, all property and documents of the Borrower relating to the Collateral then in the custody of the Portfolio Manager;

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(b) deliver to the Administrative Agent an accounting with respect to the books and records delivered to the Borrower or the successor Portfolio Manager appointed pursuant to Section 12 ; and

(c) reasonably cooperate in any proceedings, even after its resignation, that arise in connection with this Agreement or the Loan Agreement or any of the Collateral (excluding any such proceedings in which claims are asserted against the Portfolio Manager or any Affiliate of the Portfolio Manager); provided that the Portfolio Manager has received or has been offered indemnity and expense reimbursement reasonably acceptable to the Portfolio Manager.

(a) Except as otherwise provided in this Section 15 , the Portfolio Manager may not assign or, so long as the Portfolio Manager is an investment adviser registered pursuant to the Advisers Act, be deemed for the purposes of Section 205(a)(2) of the Advisers Act to have assigned, its rights and responsibilities under this Agreement.

(b) The Portfolio Manager may assign any of its rights or obligations under this Agreement to an Affiliate provided that such Affiliate (i) has the ability to professionally and competently perform duties similar to those imposed upon the Portfolio Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Portfolio Manager under this Agreement, (iii) shall not cause the Borrower or the pool of Collateral to become required to register under the provisions of the Investment Company Act, (iv) immediately after the assignment, employs or otherwise has the benefit of the services of the same key personnel performing the duties required under this Agreement who would have performed the duties had the assignment not occurred; provided that the Portfolio Manager shall deliver notice to the Administrative Agent of any assignment made pursuant to this sentence. Any assignee under this Agreement shall, before such assignment becomes effective, execute and deliver to the Borrower and the Administrative Agent (and the Administrative Agent shall promptly provide a copy thereof to the Financing Providers) a counterpart of this Agreement which shall be reasonably acceptable to the Administrative Agent. Upon the execution and delivery of any such assignment by the assignee, and satisfaction of the foregoing conditions, the Portfolio Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Section 6 , 9 , 10 , 12(f) , 12(g) , 17 , 21 through 24 , 26 and 28 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 14 after such assignment.

(c) This Agreement shall not be assigned by the Borrower without the prior written consent of the Portfolio Manager and the Administrative Agent, except in the case of assignment by the Borrower to (i) an entity that is a successor to the Borrower permitted under the Loan Agreement, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Borrower is bound thereunder or (ii) to the Collateral Agent as contemplated by Section 8.02 of the Loan Agreement. The Borrower may assign its rights, title and interest in (but not its obligations under) this Agreement to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Agreement; and the Portfolio Manager by its signature below agrees to, and acknowledges, such assignment.

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(d) In the event of any assignment of this Agreement by the Borrower, the Borrower shall (x) use reasonable efforts to, or cause such assignee to, execute and deliver to the Portfolio Manager such documents as the Portfolio Manager shall consider reasonably necessary to effect fully such assignment and (y) notify the Administrative Agent of any such assignment as soon as reasonably practicable thereafter.

(e) The Portfolio Manager may perform any or all of its duties (including rendering investment advice) hereunder or under the Loan Agreement directly or by or through its Affiliates or other third parties. The Portfolio Manager shall exercise reasonable care in the selection of any such third parties. Any fees and expenses of any such third parties (except as otherwise provided in Section 8(b) hereof) shall be borne by the Portfolio Manager. The Portfolio Manager shall remain fully responsible and liable for its duties and obligations hereunder and under the Loan Agreement notwithstanding any delegation to any such third party. Performance by any such third party of any of the duties of the Portfolio Manager hereunder or under the Loan Agreement shall be deemed to be performance thereof by the Portfolio Manager.

(a) The Borrower hereby represents and warrants to the Portfolio Manager as of the date hereof as follows:

(i) the Borrower is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated;

(ii) the execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions contemplated by the Loan Documents have been duly authorized by it and this Agreement and each such other Loan Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies generally and general principles of equity regardless of whether applied in proceedings in equity or at law);

(iii) the execution, delivery and performance of this Agreement and each other Loan Document and the consummation of such transactions do not and will not conflict with the provisions of its Organizational Documents and, except where such violation would not reasonably be expected to have a Material Adverse Effect, will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected;

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(iv) the Borrower has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan Document and each such consent and authorization is in full force and effect except where such failure would not reasonably be expected to have a Material Adverse Effect;

(v) except where such non-compliance would not reasonably be expected to have a Material Adverse Effect, it is in compliance with all other Laws and all orders, writs, injunctions and decrees applicable to it or to its properties;

(vi) the Borrower is not required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended; and

(vii) true and complete copies of the Loan Agreement and each other Loan Document to which it is a party and all other documents contemplated therein and the Borrower’s Organizational Documents have been or, no later than the Effective Date, will be delivered to the Portfolio Manager and the Borrower agrees to deliver a true and complete copy of each amendment to the documents referred to in this Section 16(a)(vii) to the Portfolio Manager as promptly as practicable after its adoption or execution.

(b) The Portfolio Manager hereby represents and warrants to the Borrower as of the date hereof as follows:

(i) the Portfolio Manager is duly organized or incorporated, as the case may be, and validly existing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to execute, deliver and perform this Agreement and each other Loan Document to which it is a party and to consummate the transactions herein and therein contemplated;

(ii) the execution, delivery and performance of this Agreement and each such other Loan Document, and the consummation of the transactions contemplated by the Loan Documents have been duly authorized by it and this Agreement and each such other Loan Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights and remedies generally and general principles of equity regardless of whether applied in proceedings in equity or at law);

(iii) the execution, delivery and performance of this Agreement and each other Loan Document and the consummation of such transactions do not and will not conflict with the provisions of its Organizational Documents and, except where such violation would not reasonably be expected to have a Material Adverse Effect, will not violate any provisions of applicable law or regulation or any applicable order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected; and

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(iv) it has obtained all consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan Document and each such consent and authorization is in full force and effect except where such failure would not reasonably be expected to have a Material Adverse Effect.

The Portfolio Manager shall continue to serve as Portfolio Manager under this Agreement notwithstanding that the Portfolio Manager shall not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Loan Agreement. The Portfolio Manager hereby agrees that it shall not institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower for any reason whatsoever, including, without limitation, the non-payment to the Portfolio Manager of any amounts due to it hereunder, any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under United States federal or state bankruptcy or similar laws until at least one year and one day or, if longer, the applicable preference period then in effect plus one day, after the payment in full of the Advances and the termination of all commitments under the Loan Agreement; provided that nothing in this Section 17 shall preclude, or be deemed to stop, the Portfolio Manager (A) from taking any action prior to the expiration of the applicable aforementioned period in (x) any case or proceeding voluntarily filed or commenced by the Borrower or (y) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than the Portfolio Manager or (B) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under United States federal or state bankruptcy or similar laws. The Portfolio Manager hereby acknowledges and agrees that the Borrower’s obligations hereunder will be solely the company obligations of the Borrower, and that the Portfolio Manager will not have any recourse to any of the officers, directors, employees, shareholders, Affiliates, members, managers, agents, partners, principals, incorporators or agents of the Borrower, its Affiliates or their respective successors or assigns with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any Transactions contemplated hereby. Notwithstanding any other provision of this Agreement, recourse in respect of any obligations of the Borrower hereunder will be limited to the Collateral as applied in accordance with the Loan Agreement and, on the exhaustion thereof in accordance with the terms of the Loan Agreement, all obligations of and all claims against the Borrower arising from this Agreement or any Transactions contemplated hereby shall be extinguished and shall not thereafter revive. The provisions of this Section 17 shall survive the termination of this Agreement for any reason whatsoever.

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Unless expressly provided otherwise herein, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, or, in the case of facsimile notice, when received in legible form, addressed as set forth below:

With a copy to:

JPMorgan Chase Bank, National Association

383 Madison Ave.

New York, New York 10179

Attention: Louis Cerrotta

Telephone: 212-622-7092

Email:

louis.cerrotta@jpmorgan.com

doreen.l.markowitz@jpmorgan.com

larry.w.wise@jpmorgan.com

vincenzo.f.buffolino@jpmorgan.com

ruchira.patel@jpmorgan.com

Keith.Harden@jpmchase.com

Allison.Shapiro@jpmorgan.com

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Any party may change the address or fax number to which communications or copies directed to such party are to be sent by giving notice to the other parties of such change of address or fax number in conformity with the provisions of this Section 18 for the giving of notice.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein.

This Agreement and the Loan Agreement contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof and thereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing executed by the parties hereto and with the consent of the Administrative Agent.

THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER (WHETHER IN CONTRACT, TORT OR OTHERWISE) TO THE FOREGOING SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, INCLUDING NEW YORK GENERAL OBLIGATIONS LAW §§ 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT REGARD TO THE PRINCIPLES THEREOF GOVERNING CONFLICTS OF LAW.

(a) Each of the Portfolio Manager and the Borrower (i) irrevocably submits to the nonexclusive jurisdiction of any federal or New York state or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Loan Agreement or this Agreement and (ii) waives any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such party;

(b) The Portfolio Manager and the Borrower irrevocably and unconditionally agree that service of any and all process in any such action or proceeding may be effected by the mailing or delivery of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 18 hereof or at such other address as may be permitted thereunder, and that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction or court.

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EACH OF THE BORROWER AND THE PORTFOLIO MANAGER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE BORROWER AND THE PORTFOLIO MANAGER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS AGREEMENT.

Except as set forth in Section 2(d) , in the event that this Agreement requires any action to be taken with respect to any matter and the Loan Agreement requires that a different action be taken with respect to such matter, and such actions are mutually exclusive, the provisions of the Loan Agreement in respect thereof shall control. In respect of any other conflict between the terms of this Agreement and the Loan Agreement, the terms of the Loan Agreement shall control.

The Portfolio Manager hereby (i) consents to the assignment of the Borrower’s rights, title and interest in this Agreement to the Collateral Agent for the benefit of the Secured Parties as provided in the Loan Agreement, (ii) agrees to perform any provisions of the Loan Agreement applicable to the Portfolio Manager subject to the terms of this Agreement, (iii) acknowledges that the Borrower has assigned all of its right, title and interest in, to and under this Agreement to the Collateral Agent for the benefit of the Secured Parties and (iv) agrees that all of the representations, covenants and agreements made by the Portfolio Manager under this Agreement are also for the benefit of the Collateral Agent on behalf of the Secured Parties and the Administrative Agent.

Neither the failure nor any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

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The parties hereto agree that the Collateral Agent (on behalf of the Secured Parties), the Administrative Agent and (to the extent that they are expressly provided rights under this Agreement) the Financing Providers shall be express third party beneficiaries of this Agreement, entitled to the benefits hereof and to enforce the provisions hereof.

The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

This Agreement may be executed in any number of counterparts by electronic or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

The Portfolio Manager shall not take any action that would cause the Borrower to violate any Anti-Corruption Laws or otherwise to not be in compliance with applicable Sanctions. Without limiting the generality of the foregoing, the Portfolio Manager, on behalf of the Borrower, shall not (i) request any advance under the Loan Agreement (or use the proceeds thereof) in any manner that would result in a violation of any applicable Anti-Corruption Laws or Sanctions and (ii) knowingly engaged in any activity that would result in the Borrower being designated as a Sanctioned Person.

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

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

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“ Sanctioned Country ” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[Signature Page to Portfolio Management Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[Signature Page to Portfolio Management Agreement]

Exhibit 10.4

Transaction Reference Number: [            ]

Ladies and Gentlemen:

The purpose of this letter agreement is to set forth the terms and conditions of the Transactions entered into between Citibank, N.A. (“ Citibank ”) and Arbor Funding LLC, a limited liability company formed under the laws of the State of Delaware (“ Counterparty ”), in relation to the Trade Date specified below (each, a “ Transaction ” and, collectively, the “ Transactions ”). This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “ Definitions ”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern. Capitalized terms used but not defined in this Confirmation have the meanings assigned to them in Annex A. Capitalized terms used but not defined in this Confirmation or in Annex A have the meanings assigned to them in the Definitions.

With effect from and after the Second Amendment Effective Date specified below, this Confirmation amends and restates the prior Confirmation dated August 27, 2013, amended and restated as of March 21, 2014 between Citibank and Counterparty (the “ Original Confirmation ”) relating to the Transactions described herein, which Original Confirmation (with respect to the period from and after the Second Amendment Effective Date) is hereby superseded and shall be of no further force or effect.

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This Confirmation supplements, forms a part of and is subject to, the ISDA 2002 Master Agreement, dated as of August 27, 2013 (as amended, supplemented and otherwise modified and in effect from time to time, the “ Master Agreement ”), between Citibank and Counterparty. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

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Reference Obligation Removal

(a) A Transaction may be terminated in whole by either party (or in part by Counterparty) in accordance with this Clause 3 by the giving of notice (an “ Accelerated Termination Notice ”) to the other party (each such termination, an “ Accelerated Termination ”).

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Elective Termination by Citibank due to Portfolio Non-Compliance

(b) If (i) the Reference Portfolio fails to satisfy the Portfolio Criteria at any time or (ii) any Reference Obligation fails to satisfy the Obligation Criteria at any time, then Citibank may notify Counterparty in writing of such non-compliance. If Counterparty fails to correct such non-compliance within 30 days following the delivery of such notice (any such failure to correct such non-compliance, a “ Portfolio Non-Compliance ”), Citibank will then have the right but not the obligation to terminate each Transaction that is the subject of this Confirmation. Citibank can exercise this termination right with respect to each Terminated Obligation by delivering an Accelerated Termination Notice to Counterparty that is given, as to any Terminated Obligation, (i) on the Termination Trade Date and (ii) no fewer than 10 days (or, in the case of a Transaction relating to a Bond, three Business Days) prior to the Termination Settlement Date for the related Terminated Obligation. The Accelerated Termination Notice shall, with respect to any Reference Obligation that is the subject of such Accelerated Termination, specify such Reference Obligation, the amount of the Terminated Obligation, the Termination Trade Date and the Termination Settlement Date.

Early Termination by Citibank with respect to Citibank Call Date

(c) Citibank will have the right, but not the obligation, to terminate any Transaction that is the subject of this Confirmation or any portion thereof, effective on March 21, 2016 (the “ Citibank Call Date ”). Citibank can exercise this termination right with respect to any Terminated Obligation by delivering an Accelerated Termination Notice to Counterparty that is given no fewer than 10 days prior to the proposed Termination Trade Date specified in the related Accelerated Termination Notice. The Accelerated Termination Notice shall specify the Reference Obligation that is the subject of such Accelerated Termination, the amount of the Terminated Obligation, the proposed Termination Trade Date and the proposed Termination Settlement Date. If Citibank does not exercise its right to terminate a Transaction that is the subject of this Confirmation on or before the date occurring 10 days prior to the Citibank Call Date, then Citibank will have the right, but not the obligation, to propose, by notice to Counterparty, to amend and restate one or more material terms of such Transaction, including, without limitation, the Spread, the Independent Amount Percentage and the application of the Obligation Criteria and Portfolio Criteria to such Transaction. If Citibank provides a notice to Counterparty proposing to amend and restate one or more material terms of a Transaction as provided above and Counterparty does not agree in writing to such amended and restated terms within 10 Business Days after Citibank provides such notice to Counterparty, such Transaction shall terminate, and the Termination Trade Date shall be such tenth Business Day. In the event of any such termination, Citibank shall deliver an Accelerated Termination Notice to Counterparty, which shall specify the Reference Obligation that is the subject of such Accelerated Termination, the amount of the Terminated Obligation, the proposed Termination Trade Date and the proposed Termination Settlement Date. Even if a Termination Trade Date has been designated with respect to a Transaction or portion thereof pursuant to this Clause 3(c), such designation will not prevent Citibank or Counterparty from subsequently designating an earlier Termination Trade Date to the extent Citibank or Counterparty, as the case may be, is entitled to designate such earlier Termination Trade Date pursuant to this Confirmation. Notwithstanding anything in this Confirmation to the contrary:

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Designation of Early Termination Date

(d) In the event that an Early Termination Date is designated by either party pursuant to Section 6(a) or 6(b) of the Master Agreement, then, with respect to the Transactions to which this Confirmation relates, (i) the “Final Price” in relation to each Reference Obligation (as if each Reference Obligation were a “Terminated Obligation”) shall be determined pursuant to Clause 4(a) or 4(b), as applicable, (ii) such Early Termination Date shall be the “Termination Trade Date” with respect to each Reference Obligation (as if each Reference Obligation were a “Terminated Obligation”), (iii) each amount that becomes payable by reason of the occurrence of the Termination Trade Date shall be an “Unpaid Amount” and (iv) the foregoing shall not limit the effect of Clause 4(c).

Effect of Termination

(e) With respect to any Transaction terminated in whole pursuant to this Clause 3, (i) as of the relevant Termination Trade Date the Reference Amount, for all purposes hereof other than calculating Rate Payments, shall be reduced to zero (and, in the case of a Committed Obligation, the Outstanding Principal Amount thereof shall be reduced to zero) and (ii) as of the relevant Termination Settlement Date the Reference Amount, for purposes of calculating Rate Payments, shall be reduced to zero (and, in the case of a Committed Obligation, the Outstanding Principal Amount thereof shall be reduced to zero). With respect to any Transaction terminated in part pursuant to this Clause 3, (i) as of the relevant Termination Trade Date the Reference Amount, for all purposes hereof other than calculating Rate Payments, shall be reduced by the amount of the reduction of the Reference Amount specified in the Accelerated Termination Notice (and, in the case of a Committed Obligation, the Outstanding Principal Amount shall be reduced by an amount equal to the product of the Outstanding Principal Amount in effect immediately prior to such reduction multiplied by the amount of the reduction of the Reference Amount divided by the Reference Amount in effect immediately prior to such reduction) and (ii) as of the relevant Termination Settlement Date the Reference Amount, for purposes of calculating Rate Payments, shall be reduced by the amount of the reduction of the Reference Amount specified in the Accelerated Termination Notice (and, in the case of a Committed Obligation, the Outstanding Principal Amount shall be reduced by an amount equal to the product of the Outstanding Principal Amount in effect immediately prior to such reduction multiplied by the amount of the reduction of the Reference Amount divided by the Reference Amount in effect immediately prior to such reduction). No later than one Business Day after any Termination Trade Date (other than the Termination Trade Date in respect of the Termination Date), Citibank shall prepare and deliver to Counterparty a revised Annex I reflecting the Reference Portfolio as of such Termination Trade Date.

Following the termination of any Transaction in whole or in part pursuant to Clause 3 or by reason of the occurrence of the Scheduled Termination Date (other than in connection with a Repayment), the Final Price in relation to the relevant Terminated Obligation will be determined in accordance with this Clause 4.

Determination by Counterparty

(a) In order to determine the Final Price in relation to any Terminated Obligation then held by or on behalf of Citibank as a hedge for the related Transaction, Counterparty may arrange for the sale of such

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Terminated Obligation by giving notice of such sale to Citibank; provided that Counterparty shall have no right to arrange a sale of a Terminated Obligation pursuant to this Clause 4(a) in connection with the termination of a Transaction: (i) in the case of a termination pursuant to Clause 3(a)(iii) or 3(b); (ii) in the case of a termination pursuant to Clause 3(d) in connection with an Early Termination Date designated by reason of an Event of Default as to which Counterparty is the Defaulting Party or a Credit Event Upon Merger or Additional Termination Event as to which Counterparty is the Affected Party; or (iii) if the Net Collateral Value Percentage would be less than or equal to the Termination Threshold (in each case, after giving effect to such termination). Such notice must be given at least three Business Days prior to the related Termination Settlement Date in the case of any Terminated Obligation and at least 30 days prior to the Scheduled Termination Date if all Transactions are to be terminated in connection with the Scheduled Termination Date. Any sale (i) must be to (x) an Approved Buyer or (y) another buyer approved in advance of the Termination Trade Date by Citibank and (ii) must be scheduled to occur no later than the date customary for settlement, substantially in accordance with the then-current market practice in the principal market for such Terminated Obligation (as determined by the Calculation Agent), following the Termination Trade Date and on or prior to the Scheduled Termination Date if all Transactions are to be terminated in connection with the Scheduled Termination Date. If Counterparty so arranges any sale, the net cash proceeds received from the sale of any Terminated Obligation, net of the related Costs of Assignment and adjusted by any Delay Compensation as provided in Clause 6(b), shall be the “ Final Price ” in relation to that Terminated Obligation.

Determination by Calculation Agent

(b) If the Final Price in relation to any Terminated Obligation is not determined according to Clause 4(a), the Calculation Agent shall attempt to obtain Firm Bids for such Terminated Obligation with respect to the applicable Termination Trade Date from three or more Dealers. The Calculation Agent will give Counterparty notice of its intention to obtain Firm Bids pursuant to this Clause 4(b) (such notice to be given telephonically and via electronic mail) not later than two hours prior to the bid submission deadline specified below. By notice to Citibank not later than 30 minutes prior to the bid submission deadline specified below, Counterparty may, but shall not be obligated to, designate (i) an Approved Buyer or (ii) other Dealer of credit standing acceptable to Citibank in the exercise of its reasonable discretion to provide a Firm Bid (and the Calculation Agent will seek a Firm Bid from such Approved Buyer or other Dealer if so designated by Counterparty on a timely basis); provided that any such Firm Bid shall be to purchase the entire Reference Amount of each Terminated Obligation at such time. A “ Firm Bid ” shall be a good and irrevocable bid for value, to purchase all or a portion of the applicable Terminated Obligation, expressed as a percentage of the Outstanding Principal Amount and exclusive of accrued interest, for scheduled settlement substantially in accordance with the then-current market practice in the principal market for such Terminated Obligation, as determined by the Calculation Agent, submitted by a Dealer as of 11 a.m. New York time or as soon as practicable thereafter. If there is more than one Terminated Obligation at any time, then the Calculation Agent may in its sole discretion obtain Firm Bids with respect to each separate Terminated Obligation or any group or groups of such Terminated Obligations.

If the Calculation Agent is unable to obtain from Dealers at least one Firm Bid or combination of Firm Bids for all of the Reference Amount of any Terminated Obligation with respect to the relevant Termination Trade Date, the Calculation Agent will attempt to obtain a Firm Bid or combination of Firm Bids for all of the Reference Amount of such Terminated Obligation from three or more Dealers until the earlier of (i) the second Business Day (inclusive) following such Termination Trade Date and (ii) the date a Firm Bid or combination of Firm Bids is obtained for all of the Reference Amount of such Terminated Obligation.

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If the Calculation Agent is able to obtain at least one Firm Bid or combination of Firm Bids for all of the Reference Amount of any Terminated Obligation, the Final Price in relation to such Terminated Obligation shall be determined by reference to such Firm Bid or Firm Bids. If no Firm Bids are obtained on or before such second Business Day for all or a portion of the applicable Terminated Obligation, the Final Price shall be deemed to be zero with respect to such Terminated Obligation (or portion thereof) for which no Firm Bid was obtained. The Calculation Agent will conduct the bid process in accordance with the procedures set forth in this Clause 4(b) and otherwise in a commercially reasonable manner.

Notwithstanding anything to the contrary herein,

that Firm Bid shall be disregarded and the Calculation Agent shall designate a new Termination Trade Date; provided that the Calculation Agent shall designate a new Termination Trade Date pursuant to this paragraph only once. If the highest Firm Bid for any portion of the related Terminated Obligation determined in connection with the second Termination Trade Date is disregarded pursuant to this paragraph, the Calculation Agent shall have no obligation to obtain further bids, and the applicable “ Final Price ” in relation to the portion which was so disregarded shall be deemed to be zero.

If Citibank transfers, or causes the transfer of, the Terminated Obligation to the Dealer or Dealers providing the highest Firm Bid or combination of Firm Bids, the net cash proceeds received from the sale of such Terminated Obligation (which sale shall be scheduled to settle substantially in accordance with the then-current market practice in the principal market for the related Reference Obligation as determined by the Calculation Agent), net of the related Costs of Assignment and adjusted by any Delay Compensation as provided in Clause 6(b), shall be the “ Final Price ” in relation to that Terminated Obligation (or the portion thereof that is sold).

If Citibank determines, in its sole discretion, not to sell or cause the sale of any portion of any Terminated Obligation to the entity or entities providing the highest Firm Bid or combination of Firm Bids, the “ Final Price ” in relation to such unsold portion shall be equal to the greater of (a) zero and (b) the sum of (i) the Outstanding Principal Amount of such Terminated Obligation as of the Termination Trade Date multiplied by the highest Firm Bid or combination of Firm Bids for all of the Reference Amount of such Terminated Obligation minus (ii) the product of (x) the excess, if any, of the Commitment Amount of such Terminated Obligation as of the Termination Trade Date over the Outstanding Principal Amount of

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