THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is made as of May 15, 2009, among:

(1)           GLADSTONE BUSINESS LOAN, LLC, a Delaware limited liability company,  as borrower (the “ Borrower ”);

(2)           GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation, as servicer (the “ Servicer ”);

(3)           Each financial institution from time to time party hereto as a “Committed Lender” (whether on the signature pages hereto or in a Joinder Agreement) and their respective successors and assigns (collectively, the “ Committed Lenders ”);

(4)           Each commercial paper issuer from time to time party hereto as a “CP Lender” (whether on the signature pages hereto or in a Joinder Agreement) and their respective successors and assigns (collectively, the “ CP Lenders ”);

(5)           Each financial institution from time to time party hereto as a “Managing Agent” (whether on the signature pages hereto or in a Joinder Agreement) and their respective successors and assigns (collectively, the “ Managing Agents ”); and

(6)           KEY EQUIPMENT FINANCE INC., as “Administrative Agent” and its respective successors and assigns (the “ Administrative Agent ”).

IT IS AGREED as follows:

(a)   Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1 .

(b)   As used in this Agreement and its exhibits, 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) .

“ Additional Amount ” is defined in Section 2.13 .

“ Adjusted Collateral Balance ” means, on any day, the amount by which (a) the sum of (i) the aggregate Outstanding Loan Balance of the Eligible Loans (excluding Defaulted Loans), (ii) the amount of cash and cash equivalents held in the Collection Account and the Pending Account less the sum of the aggregate accrued but unpaid Servicing Fee, Revolving Loan Funding Fee, Interest, Program Fee and Liquidity Commitment Fee; and (iii) the aggregate Revolver Loan Unfunded Commitment Amount exceeds (b) the Excess Concentration Amount on such date; provided , that for purposes of any calculations hereunder, the Outstanding Loan Balance of any Eligible Loan shall be reduced by 2.0% during the 60-day period following the date such Loan becomes a Transferred Loan.

“ Adjusted Eurodollar Rate ” means, for any Settlement Period, or, with respect to the Lender Group for which a Non-Conduit Lender acts as Managing Agent only, each portion thereof, resetting on each Non-Conduit Lender Interest Reset Date, (i) with respect to the Lender Group for which a Non-Conduit Lender acts as Managing Agent, an interest rate per annum equal to the quotient, expressed as a percentage and rounded upwards (if necessary), to the nearest 1/100 of 1%, (i) the numerator of which is equal to the Non-Conduit Lender LIBO Rate for such portion of such Settlement Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Settlement Period, in each case, as determined by the Non-Conduit Lender and reported to the Borrower, the Servicer and the Administrative Agent and (ii) for each other Lender Group, an interest rate per annum equal to the quotient, expressed as a percentage and rounded upwards (if necessary), to the nearest 1/100 of 1%, (i) the numerator of which is equal to the LIBO Rate for such Settlement Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Settlement Period.

“ Administrative Agent ” is defined in the preamble hereto.

“ Advance ” is defined in Section 2.1(a).

“ Advances Outstanding ” means, on any day, the aggregate principal amount of Advances outstanding on such day, after giving effect to all repayments of Advances and makings of new Advances on such day.

“ Adverse Claim ”  means, a lien, security interest, pledge, charge, encumbrance or other right or claim of any Person.

“ Affected Committed Lender ” is defined in Section 11.1(c) .

“ Affected Party ” is defined in Section 2.12(a).

“ Affiliate ” means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person.  For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative to the foregoing.

“ Agent’s Account ” means account number 325760051913 at KeyBank N.A., ABA number 021300077, account name Key Equipment Finance Inc.

“ Agreement ” or “ Credit Agreement ” means this Third Amended and Restated Credit Agreement, dated as of May 15, 2009, as hereafter amended, modified, supplemented or restated from time to time.

“ Alternative Rate ” means an interest rate per annum equal to the Adjusted Eurodollar Rate; provided , however , that the Alternative Rate shall be the Base Rate if a Eurodollar Disruption Event occurs; and, provided , further , that the Alternative Rate for the first two (2) Business Days following any Advance made by a Committed Lender shall be the Base Rate unless such Committed Lender has received at least two (2) Business Days’ prior notice of such Advance.

“ Amortization Period ” means the period beginning on the Termination Date and ending on the Maturity Date.

“ Applicable Law ” means, for any Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, Regulation Z, Regulation W, Regulation U and Regulation B of the Federal Reserve Board, the Foreign Corrupt Practices Act and the USA PATRIOT Act), and applicable judgments, decrees, injunctions, writs, orders, or line action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“ Assigned Rating ” means, with respect to any Transferred Loan as of any date of determination, the lowest of (a) the monitored publicly available rating or Shadow Rating expressly assigned to such Loan by Moody’s or S&P that addresses the full amount of the principal and interest payable on such Loan, (b) the rating assigned by the Servicer’s internal risk rating model, or (c) the RiskCalc Rating; provided , however , that (i) in the case of the rating determined in subsection (a), (b) or (c), such Assigned Rating shall in no event be lower than the rating determined in (a), (ii) any such rating, if assigned by S&P, shall be lowered by one rating level, (iii) any such rating, if assigned by the Servicer’s internal rating model, shall, if the weighted average rating assigned by the Servicer to any set of Transferred Loans is found to be higher than the weighted average Shadow Rating of the same set of Loans, be adjusted downward by the amount of such deviation, (iv) each such rating shall be compared quarterly with the applicable RiskCalc Rating, and to the extent that the RiskCalc Rating is found to be lower, then such rating will be adjusted downward and to the extent that the RiskCalc Rating is found to be higher, then such rating will be adjusted upward, in each case, by the amount of such deviation, and (v) each such rating shall be converted to the equivalent Moody’s rating for reporting purposes; provided , however , that for the period of 60 days after the Effective Date, the Assigned Rating shall be the lower of (x) the RiskCalc Rating or (y) the internal rating.

“ Assignment and Acceptance ” is defined in Section 11.1(b) .

“ Availability ” means, on any day, the lesser of (i) the amount by which the sum of (1) the Borrowing Base plus (2) the amount of cash in the Pending Account exceeds the sum of (A) Advances Outstanding and (B) 50% of the Revolver Loan Unfunded Commitment Amount on such day and (ii) the amount by which the Facility Amount exceeds the sum of (A) Advances Outstanding and (B) 50% of the Revolver Loan Unfunded Commitment Amount on such day; provided , however , during the Amortization Period, the Availability shall be zero.

“ Available Collections ” is defined in Section 2.8(a) .

“ Backup Servicer ” means The Bank of New York Mellon, in its capacity as Backup Servicer under the Backup Servicing Agreement, together with its successors and assigns.

“ Backup Servicer Expenses ” means the out-of-pocket expenses to be paid to the Backup Servicer under the Backup Servicing Agreement.

“ Backup Servicer Fee ” means the fee to be paid to the Backup Servicer as set forth in the Backup Servicing Agreement.

“ Backup Servicing Agreement ” means the Amended and Restated Backup Servicing Agreement, dated as of the Effective Date among the Borrower, the Servicer, the Administrative Agent and the Backup Servicer, as the same may from time to time be further amended, restated, supplemented, waived or modified.

“ Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101, et seq .), as amended from time to time.

“ Base Rate ” means, on any date, a fluctuating rate of interest per annum equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 1.0%.

“ BB&T ” means Branch Banking and Trust Company, in its capacity either as a Committed Lender or in its individual capacity, as applicable, and its successors or assigns.

 “ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

“ Borrower ” means Gladstone Business Loan, LLC, a Delaware limited liability company, or any permitted successor thereto.

“ Borrowing Base ” means, on any date of determination, the lesser of (a) (i) the Adjusted Collateral Balance minus (ii) the Required Equity Investment or (b) (i) the Adjusted Collateral Balance times (ii) the Maximum Advance Rate.

“ Borrowing Base Test ” means as of any date, a determination that (a) the lesser of (i) the Borrowing Base and (ii) the Facility Amount shall be equal to or greater than (b) the Drawn Amount.

“ Borrower Notice ” means a written notice, in the form of Exhibit A , to be used for each borrowing, repayment of each Advance or termination or reduction of the Facility Amount or Prepayments of Advances.

“ Breakage Costs ” is defined in Section 2.11 .

“ Business Day ” means any day of the year other than a Saturday or a Sunday on which (a) (i) banks are not required or authorized to be closed in New York, New York, and Virginia or (ii) which is not a day on which the Bond Market Association recommends a closed day for the U.S. Bond Market, and (b) if the term “Business Day” is used in connection with the Adjusted Eurodollar Rate or the Non-Conduit Lender Interest Reset Date, means the foregoing only if such day is also a day of year on which dealings in United States dollar deposits are carried on in the London interbank market.

“ Change-in-Control ” means, with respect to any entity, the date on which (i) any Person or “group” acquires any “beneficial ownership” (as such terms are defined under Rule 13d-3 of, and Regulation 13D under, the Securities Exchange Act of 1934, as amended), either directly or indirectly, of membership interests or other equity interests or any interest convertible into any such interest in such entity having more than fifty percent (50%) of the voting power for the election of managers of such entity, if any, under ordinary circumstances, or (ii) (with regard to the Borrower, except in connection with any Discretionary Sale) an entity sells, transfers, conveys, assigns or otherwise disposes of all or substantially all of the assets of such entity.

“ Charged-Off Loan ” means any Loan (i) that is 120 days past due with respect to any interest or principal payment, (ii) for which an Insolvency Event has occurred with respect to the related Obligor or (iii) that is or should be written off as uncollectible by the Servicer in accordance with the Credit and Collection Policy.

“ Charged-Off Ratio ” means, with respect to any Settlement Period, the percentage equivalent of a fraction, calculated as of the Determination Date for such Settlement Period, (i) the numerator of which is equal to the aggregate Outstanding Loan Balance of all Loans that became Charged-Off Loans during such Settlement Period and (ii) the denominator of which is equal to the sum of (A) the Adjusted Collateral Balance as of the first day of such Settlement Period and (B) the Adjusted Collateral Balance as of the last day of such Settlement Period divided by 2.

“ Closing Date ” means May 19, 2003.

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

“ Collateral ” means all right, title and interest, whether now owned or hereafter acquired or arising, and wherever located, of the Borrower in, to and under any and all of the following:

(i)           the Transferred Loans, and all monies due or to become due in payment of such Loans on and after the related Purchase Date;

(ii)           any Related Property securing the Transferred Loans including all proceeds from any sale or other disposition of such Related Property;

(iii)           the Loan Documents relating to the Transferred Loans;

(iv)           all Supplemental Interests related to any Transferred Loans;

(v)           the Collection Account, all funds held in such account, and all certificates and instruments, if any, from time to time representing or evidencing the Collection Account or such funds;

(vi)           all Collections and all other payments made or to be made in the future with respect to the Transferred Loans, including such payments under any guarantee or similar credit enhancement with respect to such Loans;

(vii)           all Hedge Collateral;

(viii)                      the Pending Account, the Operating Account and all deposit or banking accounts of the Borrower with the Administrative Agent, and all funds held in such accounts, and all certificates and instruments, if any, from time to time representing or evidencing such accounts or such funds; and

(ix)           all income and Proceeds of the foregoing.

“ Collateral Custodian ” means The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Midwest Trust Company, in its capacity as Collateral Custodian under the Custody Agreement, together with its successors and assigns.

“ Collateral Custodian Expenses ” means the out-of-pocket expenses to be paid to the Collateral Custodian under the Custody Agreement.

“ Collateral Custodian Fee ” means the fee to be paid to the Collateral Custodian as set forth in the Custody Agreement.

“ Collateral Quality Tests ” means, with respect to the Transferred Loans, on any Determination Date, a set of tests that are satisfied so long as each of the following are satisfied:

“ Collection Account ” is defined in Section 7.4(e) .

“ Collection Date ” means the date following the Termination Date on which all Advances Outstanding have been reduced to zero, the Lenders have received all accrued Interest, fees, and all other amounts owing to them under this Agreement and the Hedging Agreement, the Hedge Counterparties have received all amounts due and owing hereunder and under the Hedge Transactions, and each of the Backup Servicer, the Collateral Custodian, the Administrative Agent and the Managing Agents have each received all amounts due to them in connection with the Transaction Documents.

“ Collections ” means (a) all cash collections or other cash proceeds of a Transferred Loan received by or on behalf of the Borrower by the Servicer or Originator from or on behalf of any Obligor in payment of any amounts owed in respect of such Transferred Loan, including, without limitation, Interest Collections, Principal Collections, Deemed Collections, Insurance Proceeds, and all Recoveries, (b) all amounts received by the Buyer in connection with the repurchase of an Ineligible Loan pursuant to Section 6.1 of the Purchase Agreement, (c) all amounts received by the Administrative Agent in connection with the purchase of a Transferred Loan pursuant to Section 7.7 , (d) all payments received pursuant to any Hedging Agreement or Hedge Transaction, and (e) interest earnings in the Collection Account.

“ Commercial Paper Notes ” means, on any day, any short-term promissory notes issued by or on behalf of any CP Lender with respect to financing any Advance hereunder that are allocated, in whole or in part, by such CP Lender to fund or maintain the Advances Outstanding.

“ Commitment ” means (a) for KeyBank, the commitment of such Committed Lender to fund any Advance to the Borrower in an amount not to exceed (i) from the Effective Date through December 31, 2009, $100,000,000, (ii) from January 1, 2010 to May 11, 2010, $75,000,000 and (iii) thereafter, $50,000,000; (b) for BB&T, the commitment of such Committed Lender  to fund any Advance to the Borrower in an amount not to exceed $27,000,000, in each case as such amount may be modified in accordance with the terms hereof; and (c) with respect to any Person who becomes a Committed Lender pursuant to an Assignment and Acceptance or a Joinder Agreement, the commitment of such Person to fund any Advance to the Borrower in an amount not to exceed the amount set forth in such Assignment and Acceptance or Joinder Agreement, as such amount may be modified in accordance with the terms hereof.

“ Commitment Termination Date ” means May 14, 2010, or such later date to which the Commitment Termination Date may be extended (if extended) in the sole discretion of the Lenders in accordance with the terms of Section 2.1(b) .

“ Committed Lenders ” is defined in the preamble hereto.

“ Contractual Obligation ” means, with respect to any Person, means any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject.

“ Covenant-Lite Loan ” means a Loan lacking traditional financial covenants requiring minimum interest or other debt service coverage or specifying maximum levels of leverage or other similar “maintenance” tests.

“ CP Lenders ” is defined in the preamble hereto.

“ CP Rate ” means, for any Settlement Period for any Advances made by a CP Lender, whether funded with proceeds of Commercial Paper Notes or a Swingline Loan, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such CP Lender from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by or on behalf of such CP Lender) in respect of the Commercial Paper Notes issued by or on behalf of such CP Lender that are allocated, in whole or in part, by such CP Lender to fund or maintain the Advances during such period (or if no such promissory notes are then allocated to fund or maintain the Advances, then other such promissory notes issued by or on behalf of such CP Lender then outstanding), as determined by such CP Lender and reported to the Borrower and the Servicer, which rates shall reflect and give effect to the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by such CP Lender, provided, however, that if any component of such rate is a discount rate, in calculating the CP Rate, such CP Lender shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“ Credit and Collection Policy ” means those credit, collection, customer relation and service policies (i) determined by the Borrower, the Originator and the initial Servicer as of the date hereof relating to the Transferred Loans and related Loan Documents, as on file with the Administrative Agent and as the same may be amended or modified from time to time in accordance with Sections 5.1(r) and 7.9(g) ; and (ii) with respect to any Successor Servicer, the collection procedures and policies of such person (as approved by the Administrative Agent) at the time such Person becomes Successor Servicer.

“ Current Pay Loan ” means any Transferred Loan (a) in respect of which the Servicer or Originator shall have taken any of the following actions: charging a default rate of interest, restricting Obligor’s right to make subordinated payments (other than payments in respect of owner’s debts and seller financings in the original loan agreement), acceleration of the Transferred Loan, foreclosure on collateral for the Loan, increasing the Servicer’s representation on the Obligor’s Board of Directors or similar governing body, or increasing the frequency of its inspection rights to permit inspection on demand, (b) that is not more than thirty (30) days past due with respect to any interest or principal payments and (c) in respect of which the Servicer shall have certified (which certification may be in the form of an e-mail or other written electronic communication) to the Administrative Agent that the Servicer does not believe, in its reasonable judgment, that a failure to pay interest or ultimate principal will occur.  A Transferred Loan shall cease to be a Current Pay Loan if it (i) becomes a Defaulted Loan through failure to satisfy the requirements set forth in this definition or (ii) becomes an Eligible Loan, which shall occur upon receipt of a certification from the Servicer (which certification may be in the form of an e-mail or other written electronic communication) to the Administrative Agent that, as of the date of the certification (x) the applicable circumstances enumerated in clause (a) above which caused the Loan to be a Current Pay Loan shall no longer exist and (y) such Loan is an Eligible Loan.

“ Custody Agreement ” means the Custodial Agreement, dated as of the Closing Date among the Borrower, the Servicer, the Originator, the Administrative Agent and the Collateral Custodian, as amended by that certain Amendment No. 1 to Custodial Agreement dated as of September 28, 2004, that certain Amendment No. 2 to Custodial Agreement dated as of even date herewith and as the same may from time to time be further amended, restated, supplemented, waived or modified.

“ Deemed Collections ” means, on any day, the aggregate of all amounts Borrower shall have been deemed to have received as a Collection of a Transferred Loan.  Borrower shall be deemed to have received a Collection in an amount equal to the unpaid balance (including any accrued interest thereon) of a Transferred Loan if at any time the Outstanding Loan Balance of any such Loan is either (i) reduced as a result of any discount or any adjustment or otherwise by Borrower (other than receipt of cash Collections) or (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction).

“ Default Rate ” means a rate equal to the Base Rate plus 2.0%.

“ Default Ratio ” means, with respect to any Settlement Period, the percentage equivalent of a fraction, calculated as of the Determination Date for such Settlement Period, (a) the numerator of which is equal to the aggregate Outstanding Loan Balance of all Transferred Loans (excluding Charged-Off Loans) included as part of the Collateral that became Defaulted Loans during such Settlement Period and (b) the denominator of which is equal to (i) the sum of (x) the Adjusted Collateral Balance as of the first day of such Settlement Period and (y) the Adjusted Collateral Balance as of the last day of such Settlement Period divided by (ii) two.

“ Defaulted Loan ” means any Transferred Loan (a) as to which, (x) a default as to the payment of principal and/or interest has occurred and is continuing for a period of thirty-two (32) consecutive days with respect to such Loan (without regard to any grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders of such Loan have accelerated all or a portion of the principal amount thereof as a result of such default, (b) as to which a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor which is senior or pari passu in right of payment to such Loan, (c) as to which the Obligor or others have instituted proceedings to have the Obligor adjudicated bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such issuer has filed for protection under Chapter 11 of the United States Bankruptcy Code (unless (x) in the case of clauses (a), (b) and (c) the Loan is a Current Pay Loan, in which case it shall not be deemed a Defaulted Loan or (y) in the case of clauses (b) or (c), the Loan is a DIP Loan, in which case it shall not be deemed a Defaulted Loan), (d) that the Servicer has in its reasonable commercial judgment otherwise declared to be a Defaulted Loan or (e) that has an Assigned Rating of “Ca” or “CC” or below by Moody’s or S&P, respectively.

“ Deposit Account Control Agreement ” means each of (i) a letter agreement, substantially in the form of Exhibit L , among the Borrower, the Administrative Agent and the bank maintaining the Collection Account with respect to control of the Collection Account, as amended by Amendment No. 1 to Deposit Account Control Agreement of even date herewith, and as the same may from time to time be further amended, modified, supplemented or restated, (ii) a letter agreement, substantially in the form of Exhibit L , among the Borrower, the Administrative Agent and the bank maintaining the Pending Account with respect to control of the Pending Account, as amended by Amendment No. 1 to Deposit Account Control Agreement of even date herewith, and as the same may from time to time be further amended, modified, supplemented or restated, (iii) the Deposit Account Control Agreement of even date herewith with respect to the Operating Account among the Borrower, the bank maintaining the Operating Account and the Administrative Agent, as the same may be amended, modified, supplemented or restated from time to time and (iv) any letter agreement, substantially in the form of Exhibit L , among the Borrower, the Administrative Agent and the bank maintaining any Lock-Box Account.

“ Derivatives ”  means any exchange-traded or over-the-counter (i) forward, future, option, swap, cap, collar, floor, foreign exchange contract, any combination thereof, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) any similar transaction, contract, instrument, undertaking or security, or (iii) any transaction, contract, instrument, undertaking or security containing any of the foregoing.

“ Determination Date ” means the last day of each Settlement Period.

“ DIP Loan ” means a Transferred Loan, the Obligor of which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor as defined in Section 101(13) of the Bankruptcy Code (a “Debtor”) organized under the laws of the United States or any state therein, the terms of which have been approved by an order of a court of competent jurisdiction, which order provides that (i) such DIP Loan is secured by liens on otherwise unencumbered property of the Debtor’s bankruptcy estate pursuant to 364(c)(2) of the Bankruptcy Code, (ii) such DIP Loan is secured by liens of equal or senior priority on property of the Debtor's estate that is otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code, (iii) such DIP Loan is secured by junior liens on property of the Debtor’s bankruptcy estate already subject to a lien encumbered assets (so long as such DIP Loan is a fully secured claim within the meaning of Section 506 of the Bankruptcy Code), or (iv) if the DIP Loan or any portion thereof is unsecured, the repayment of such DIP Loan retains priority over all other administrative expenses pursuant to Section 364(c)(1) of the Bankruptcy Code; provided that, in the case of the origination or acquisition of any DIP Loan, none of the Borrower or the Servicer have actual knowledge that the order set forth above is subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) or the subject of an appeal or stay pending appeal.

“ Discretionary Sale ” is defined in Section 2.16 .

“ Discretionary Sale Notice ” is defined in Section 2.16 .

“ Discretionary Sale Settlement Date ” means the Business Day specified by the Borrower to the Administrative Agent in a Discretionary Sale Notice as the proposed settlement date of a Discretionary Sale.

“ Discretionary Sale Trade Date ” means the Business Day specified by the Borrower to the Administrative Agent in a Discretionary Sale Notice as the proposed trade date of a Discretionary Sale.

“ Diversity Score ” means the single number that indicates collateral concentration for Loans in terms of both Obligor and industry concentration, which is calculated as described in Schedule IV attached hereto.

“ Drawn Amount ” means, at any time, the sum of (i) Advances Outstanding and (ii) the Revolver Loan Unfunded Commitment Amount at such time.

“ Early Termination Event ” is defined in Section 8.1 .

“ Effective Date ” means May 15, 2009.

“ Eligible Assignee ” means a Person (a) whose short-term rating is at least A-1 from S&P and P-1 from Moody’s, or whose obligations under this Agreement are guaranteed by a Person whose short-term rating is at least A-1 from S&P and P-1 from Moody’s and (b) who is approved by the Administrative Agent (such approval not to be unreasonably withheld) and, if such Person will become a Liquidity Bank for a CP Lender, by such CP Lender.

“ Eligible Loan ” means, on any date of determination, each Loan which satisfies each of the following requirements:

(i)           the Loan is evidenced by a promissory note that has been duly authorized and that, together with the related Loan Documents, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Loan Documents are enforceable against such Obligor in accordance with their respective terms;

(ii)           the Loan was originated in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Originator’s business from the lending of money to the Obligor thereof;

(iii)           the Loan is not a Defaulted Loan;

(iv)           the Obligor of such Loan has executed all appropriate documentation required by the Originator;

(v)           the Loan, together with the Loan Documents related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel paper” within the meaning of the UCC of all jurisdictions that govern the perfection of the security interest granted therein;

(vi)           all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the making of such Loan have been duly obtained, effected or given and are in full force and effect;

(vii)           the Loan is denominated and payable only in United States dollars in the United States;

(viii)           the Loan bears interest, which is due and payable no less frequently than quarterly, except for (i) Loans which bear interest which is due and payable no less frequently than semi-annually, provided that the aggregate Outstanding Loan Balances of such Loans do not exceed 10% of the Adjusted Collateral Balance and (ii) PIK Loans;

(ix)           the Loan, together with the Loan Documents related thereto, does not contravene in any material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Loan Documents related thereto is in material violation of any such Applicable Laws;

(x)           the Loan, together with the related Loan Documents, is fully assignable;

(xi)           the Loan was documented and closed in accordance with the Credit and Collection Policy, including the relevant opinions and assignments, and there is only one current original promissory note;

(xii)           the Loan and all Related Property are free of any Liens except for Permitted Liens;

(xiii)          the Loan has an original term to maturity of no more than 120 months;

(xiv)         no right of rescission, set off, counterclaim, defense or other material dispute has been asserted with respect to such Loan;

(xv)           any Related Property with respect to such Loan is insured in accordance with the Credit and Collection Policy;

(xvi)           the Obligor with respect to such Loan is an Eligible Obligor;

(xvii)          if such Loan is a PIK Loan, such Loan shall pay a minimum of five percent (5.0%) per annum current interest, on at least a quarterly basis;

(xviii)         the Loan is not a loan or extension of credit made by the Originator or one of its subsidiaries to an Obligor for the purpose of making any principal, interest or other payment on such Loan necessary in order to keep such Loan from becoming delinquent;

(xix)             the Loan has not been amended or subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than by reason of the repayment thereof) or extend the time for payment of principal or (B) reduce the rate or extend the time of payment of interest (or any component thereof), in each case without the consent of the Required Committed Lenders, which consent shall not be unreasonably withheld or delayed;

(xx)           if such Loan is a Qualifying Syndicated Loan, (a) the Borrower has purchased an interest in such Loan from a financial institution which such financial institution (A) has a short-term debt rating equal to at least A-1 from S&P and P-1 from Moody’s, (B) has been approved in writing by the Required Committed Lenders prior to the related Funding Date or (C) has an investment grade rating of BBB+/Baa1 or greater and (b) such Loan closed not more than thirty (30) days previously;

(xxi)        if such Loan is a Revolver Loan, it shall be secured by a first priority, perfected security interest on certain assets of the Obligor which shall include, without limitation, accounts receivable and inventory;

(xxii)       if such Loan is a Revolver Loan, the revolving credit commitment of the Borrower to the applicable Obligor thereunder shall have a term to maturity of two years or less;

(xxiii)  if such Loan is a Fixed Rate Loan which is not subject to a Hedging Transaction, the interest rate charged on such Loan shall be equal to or greater than 9.0%;

(xxiv)  such Loan is not a Structured Finance Obligation;

(xxv)  such Loan is not an equity security, and does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor;

(xxvi)  such Loan is not an obligation whose repayment is subject to or derived from (a) the value of other loans, securities and/or financial instruments or (b) the value of bonds insuring against loss arising from natural catastrophes;

(xxvii)  such Loan will not be accompanied by additional consideration which would cause the Borrower to be deemed to own 5.0% or more of the voting securities of any publicly registered issuer or any securities that are immediately convertible into or immediately exercisable or exchangeable for 5.0% or more of the voting securities of any publicly registered issuer, as determined by the Servicer;

(xxviii)  the financing of such Loan by the Lenders does not contravene Regulation U of the Federal Reserve Board, nor require the Lenders to undertake reporting thereunder which it would not otherwise have cause to make;

(xxix)  if such security or loan is a Real Estate Loan, there is full recourse to the Obligor for principal and interest payments;

(xxx)  such Loan does not contain a confidentiality provision that restricts the ability of the Administrative Agent, on behalf of the Secured Parties, to exercise its rights under the Transaction Documents, including, without limitation, its rights to review the Loan, the related Loan File or the Originator’s credit approval file in respect of such Loan; provided , however , that a provision which requires the Administrative Agent or other prospective recipient of confidential information to maintain the confidentiality of such information shall not be deemed to restrict the exercise of such rights;

(xxxi)  the Obligor of which is not the Servicer, an Affiliate of the Borrower or the Servicer or any other person whose investments are primarily managed by the Servicer or any Affiliate of the Servicer, unless such Loan is approved by the Required Committed Lenders;

(xxxii)  such Loan is not a Covenant-Lite Loan; and

(xxxiii)  the proceeds of such Loan are not used to finance construction projects or activities in the form of a traditional construction loan where the only collateral for the loan is the project under construction and draws are made on the loan specifically to fund construction in progress.

“ Eligible Obligor ” means, on any day, any Obligor that satisfies each of the following requirements:

(i)           such Obligor’s principal office and any Related Property are located in the United States or any territory of the United States;

(ii)           no other Loan of such Obligor is a Defaulted Loan;

(iii)           such Obligor is not the subject of any Insolvency Event;

(iv)           such Obligor is not a Governmental Authority; and

(v)           such Obligor is in material compliance with all material terms and conditions of its Loan Documents.

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

“ ERISA Affiliate ” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower; (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“ Eurodollar Disruption Event ” means, with respect to any Advance as to which Interest accrues or is to accrue at a rate based upon the Adjusted Eurodollar Rate, any of the following:  (a) a determination by a Lender that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to make, fund or maintain any Advance; (b) the inability of any Lender to obtain timely information for purposes of determining the Adjusted Eurodollar Rate; (c) a determination by a Lender that the rate at which deposits of United States dollars are being offered to such Lender in the London interbank market does not accurately reflect the cost to such Lender of making, funding or maintaining any Advance; or (d) the inability of a Lender to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.

“ Eurodollar Reserve Percentage ” means, on any day, the then applicable percentage (expressed as a decimal) prescribed by the Federal Reserve Board (or any successor) for determining maximum reserve requirements applicable to “Eurocurrency Liabilities” pursuant to Regulation D or any other then applicable regulation of the Federal Reserve Board (or any successor) that prescribes reserve requirements applicable to “Eurocurrency Liabilities” as presently defined in Regulation D.  The LIBO Rate and Non-Conduit LIBO Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Excess Concentration Amount ” means, on any date of determination, the sum of, without duplication,

(a)  the aggregate amount by which the Outstanding Loan Balances of all Fixed Rate Loans which are not subject to a Hedge Transaction exceeds 10% of the Adjusted Collateral Balance;

(b)  the aggregate amount by which the Outstanding Loan Balances of all Fixed Rate Loans (whether subject to a Hedge Transaction or not) exceeds 20% of the Adjusted Collateral Balance;

(c)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans that have remaining terms to maturity greater than 84 months exceeds 15% of the Adjusted Collateral Balance;

(d)  the aggregate amount by which the Outstanding Loan Balances of Eligible Loans which are not First Lien Loans, exceeds 65% of the Adjusted Collateral Balance, of which not more than 15% may be Mezzanine Loans;

(e)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans which are participation interests exceeds 10% of the Adjusted Collateral Balance;

(f)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans which are DIP Loans exceeds 10% of the Adjusted Collateral Balance;

(g)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans which have an Assigned Rating of CCC+/Caa1 or below exceeds 30% of the Adjusted Collateral Balance;

(h)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral which are Revolver Loans exceeds 20% of the Adjusted Collateral Balance;

(i)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans which are PIK Loans exceeds 10% of the Adjusted Collateral Balance;

(j)  the aggregate amount of the Outstanding Loan Balances of all Eligible Loans which are PIK Loans which do not pay a minimum of 5.0% per annum current interest;

(k) the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans that are Current Pay Loans exceeds 10% of the Adjusted Collateral Balance;

(l)  the aggregate amount by which the Outstanding Loan Balances of all Eligible Loans that are Real Estate Loans exceeds 5% of the Adjusted Collateral Balance; and

(m)  the aggregate amount by which the Outstanding Loan Balance of each Eligible Loan included as part of the Collateral exceeds the Large Loan Limit applicable to such Eligible Loan.

“ Facility Amount ” means, at any time and as reduced or increased from time to time, pursuant to the terms of this Agreement the aggregate dollar amount of Commitments of all the Committed Lenders, as of the date of determination; provided , however , that on or after the Termination Date, the Facility Amount shall be equal to the amount of Advances outstanding.  As of the Effective Date, the Facility Amount is $127,000,000.  The Facility Amount may be increased up to a total of $200,000,000 in accordance with the provisions of Section 2.3(c) .

“ Fair Market Value ” means, with respect to each Eligible Loan, (1) to the extent that such Eligible Loan does not have a long term credit rating from S&P or Moody’s, the least of (a) to the extent priced by Standard & Poor’s Securities Evaluations, Inc., the product of (x) the remaining principal amount of the Eligible Loan and (y) the pricing as determined by Standard & Poor’s Securities Evaluations, Inc. in its most recent quarterly pricing, (b) the remaining principal amount of such Eligible Loan and (c) if such Eligible Loan has been reduced in value below the remaining principal amount thereof (other than as a result of the allocation of a portion of the remaining principal amount to warrants), the value of such Eligible Loan as required by, and in accordance with, the 1940 Act, as amended, and any orders of the SEC issued to the Originator, to be determined by the Board of Directors of the Originator and reviewed by its auditors and (2) otherwise, the least of (a) (x) the remaining principal amount of such Eligible Loan times (y) the price quoted to the Borrower on such Eligible Loan from a financial institution rated at least A-1/P-1 that makes a market in such Eligible Loan or from a pricing service otherwise acceptable to the Managing Agents, (b) the remaining principal amount of such Eligible Loan and (c) if such Eligible Loan has been reduced in value below the remaining principal amount thereof (other than as a result of the allocation of a portion of the remaining principal amount to warrants), the value of such Eligible Loan as required by, and in accordance with, the 1940 Act, as amended, and any orders of the SEC issued to the Originator, to be determined by the Board of Directors of the Originator and reviewed by its auditors.

“ FASB ” is defined in Section 2.12(a) .

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (New York City time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

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

“ Fee Letter ” means any letter agreement in respect of fees among the Borrower, the Originator and the Administrative Agent or any Managing Agent, as it may be amended or modified and in effect from time to time.

“ First Lien Loan ” means a loan that is secured by the pledge of collateral and which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings; provided, that (i) any portion of such a Loan which has leverage (as measured by debt/EBITDA) above (x) 5.5x for loans to companies in the following industries (A) media (broadcasting and publishing), (B) cable and (C) telecommunications and (y) 4.25x for loans to companies in all other industries and is structured primarily using a cash flow analysis (in the mutual reasonable judgment of the Administrative Agent and the Borrower) will be deemed to be a Second Lien Loan and (ii) Loans that are structured primarily using an asset based approach (in the mutual reasonable judgment of the Administrative Agent and the Borrower) will be deemed to be Second Lien Loans if the LTV percentage (debt/asset value) is greater than 85%.

“ Fixed Rate Loan ” means a Transferred Loan that bears interest at a fixed rate.

“ Floating Rate Loan ” means a Transferred Loan that bears interest at a floating rate.

“ Funding Date ” means any day on which an Advance is made in accordance with and subject to the terms and conditions of this Agreement.

“ Funding Request ” means a Borrower Notice requesting an Advance and including the items required by Section 2.2 .

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

“ Governmental Authority ” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

“ Group Advance Limit ” means, for each Lender Group, the sum of the Commitments of the Committed Lenders in such Lender Group.

“ Guarantor Event of Default ” means the occurrence of any “Event of Default” under and as defined in the Performance Guaranty.

“ Hedge Breakage Costs ” means, for any Hedge Transaction, any amount payable by the Borrower for the early termination of that Hedge Transaction or any portion thereof.

“ Hedge Collateral ” is defined in Section 5.2(b) .

“ Hedge Counterparty ” means KeyBank, BB&T or any entity that (a) on the date of entering into any Hedge Transaction (i) is an interest rate swap dealer that is either a Lender or an Affiliate of a Lender, or has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), and (ii) has a short-term unsecured debt rating of not less than A-1 by S&P and not less than P-1 by Moody’s, and (b) in a Hedging Agreement (i) consents to the assignment of the Borrower’s rights under the Hedging Agreement to the Administrative Agent pursuant to Section 5.2(b) and (ii) agrees that in the event that S&P or Moody’s reduces its short-term unsecured debt rating below A-1 or P-1, respectively, it shall transfer its rights and obligations under each Hedging Transaction to another entity that meets the requirements of clause (a) and (b) hereof or make other arrangements acceptable to the Administrative Agent and the Rating Agencies.

“ Hedge Notional Amount ” means the aggregate notional amount in effect on any day under all Hedge Transactions entered into pursuant to Section 5.2 which have not matured, been terminated or cancelled.

“ Hedge Transaction ” means each interest rate cap transaction between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 5.2 and is governed by a Hedging Agreement.

“ Hedging Agreement ” means each agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into pursuant to Section 5.2 , which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto substantially in a form as the Administrative Agent shall approve in writing, and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction.

“ Increased Costs ” means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.12 .

“ Indebtedness ” means, with respect to the Borrower or the initial Servicer at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Adverse Claims on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all indebtedness, obligations or liabilities of that Person in respect of Derivatives, and (f) obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, clauses (a) through (e) above.

“ Indemnified Amounts ” is defined in Section 9.1 .

“ Indemnified Party ” is defined in Section 9.1 .

“ Industry ” means the industry of an Obligor as determined by reference to the Moody’s Industry Classifications.

“ Ineligible Loan ” is defined in the Purchase Agreement.

“ Insolvency Event ” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“ Insolvency Laws ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Insolvency Proceeding ” means any case, action or proceeding before any court or Governmental Authority relating to an Insolvency Event.

“ Insurance Policy ” means, with respect to any Loan included in the Collateral, an insurance policy covering physical damage to or loss to any assets or Related Property of the Obligor securing such Loan.

“ Insurance Proceeds ” means any amounts payable or any payments made, to the Borrower or to the Servicer on its behalf under any Insurance Policy.

“ Interest ” means, for each Settlement Period and each Advance outstanding during such Settlement Period, the product of:

where

“ Interest Collections ” means any and all Collections which do not constitute Principal Collections.

“ Interest Coverage Ratio ” means with respect to any Settlement Period, the percentage equivalent of a fraction, calculated as of the Determination Date for such Settlement Period, (a) the numerator of which is equal to the aggregate Interest Collections for such Settlement Period and (b) the denominator of which is equal to the aggregate amount payable pursuant to Section 2.8(a)(ii), (iv), (v) and (vii) hereunder.

“ Interest Rate ” means for any Settlement Period:

(a)           to the extent the Lender is a CP Lender that is funding the applicable Advance or portion thereof through the issuance of Commercial Paper Notes or a Swingline Loan, a rate equal to the CP Rate for such Settlement Period on such portion; provided, however, that (i) if such Advance is funded by such CP Lender during such Settlement Period through a Swingline Loan and during such Settlement Period no other short-term promissory notes issued by or on behalf of such CP Lender are outstanding (including notes issued to fund or maintain amounts allocated to unrelated transactions) or (ii) a Liquidity Bank under a Liquidity Agreement to which such CP Lender is a party, purchases or takes assignment of any portion of Advances owing to such CP Lender, then the portion of the Advance funded by such CP Lender with proceeds from a Swingline Loan or a funding by a Liquidity Bank shall earn a rate equal to the Alternative Rate; or

(b)           to the extent the relevant Lender is not a CP Lender and such Lender is not funding the applicable Advance or portion thereof through the issuance of Commercial Paper Notes, a rate equal to the Alternative Rate on such portion; provided, however, that if the relevant Lender is  a Non-Conduit Lender and at least one CP Lender shall be earning a CP Rate on its portion of Advances during such Settlement Period, then the Non-Conduit Lender shall earn a rate equal to the greater of (i) (A) if only one CP Lender is earning a CP Rate on its portion of Advances, and the related Commercial Paper Notes are (x) traded in the commercial paper market and (y) held by Persons who are not Affiliates of such CP Lender, such CP Rate, (B) if only one CP Lender is earning a CP Rate on its portion of Advances, and the related Commercial Paper Notes are (x) not traded in the commercial paper market or (y) held by Persons who are Affiliates of such CP Lender, a rate equal to the Alternative Rate on such portion, and (C) if more than one CP Lender is earning a CP Rate on its portion of Advances, the average of the CP Rates earned by such CP Lenders on their respective Advances outstanding during such Settlement Period and (ii) the Alternative Rate on such portion; or

(c)           notwithstanding anything in clause (a) or (b) to the contrary, following the occurrence and during the continuation of an Early Termination Event, a rate equal to the Default Rate;

provided , however , that in no event shall the Interest Rate be less than 2.00%.

“ Investment ” means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of assets pursuant to the Purchase Agreement and excluding commission, travel and similar advances to officers, employees and directors made in the ordinary course of business.

“ Joinder Agreement ” means a joinder agreement substantially in the form set forth in Exhibit D hereto pursuant to which a new Lender Group becomes party to this Agreement.

“ KEF ” means Key Equipment Finance, Inc., in its capacity as a Managing Agent and as Administrative Agent, and its successors or assigns.

“ KeyBank ” means KeyBank National Association, in its capacity as a Committed Lender, and its successors or assigns.

“ Key Man Event ” means any two of (i) David Gladstone, (ii) Terry Brubaker and (iii) George Stelljes shall cease to be employed by the Originator in the capacity as executive officers thereof.

“ Large Loan Limit ” means for any Eligible Loan on any date, $20,000,000.

“ Lender Group ” means any group consisting of (i) a CP Lender, its related Committed Lenders and their related Managing Agent or (ii) a Committed Lender and its related Managing Agent.

“ Lenders ” means, collectively, the CP Lenders, the Committed Lenders and any other Person that agrees, pursuant to the pertinent Joinder Agreement or Assignment and Acceptance, as applicable, to fund Advances pursuant to this Agreement.

“ LIBO Rate ” means, for any Settlement Period and any Advance, an interest rate per annum equal to:

(i)           the posted rate for 30-day deposits in United States dollars appearing on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the Business Day that is the second Business Day immediately preceding the applicable Funding Date (with respect to the initial Settlement Period for such Advance) and as of the second Business Day immediately preceding the first day of the applicable Settlement Period (with respect to all subsequent Settlement Periods for such Advance); or

(ii)           if no rate appears on Reuters Screen LIBOR01 at such time and day, then the LIBO Rate shall be determined by the Administrative Agent at its principal office in New York, New York as its rate (each such determination, absent manifest error, to be conclusive and binding on all parties hereto and their assignees) at which 30-day deposits in United States dollars are being, have been, or would be offered or quoted by KeyBank to major banks in the applicable interbank market for Eurodollar deposits at or about 11:00 a.m. (New York City time) on such day.

“ Lien ” means, with respect to any Collateral, (a) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such Collateral, or (b) the interest of a vendor or lessor under any conditional sale agreement, financing loan or other title retention agreement relating to such Collateral.

“ Liquidation Expenses ” means, with respect to any Defaulted Loan or Charged-Off Loan, the aggregate amount of out-of-pocket expenses reasonably incurred by the Borrower or on behalf of the Borrower by the Servicer (including amounts paid to any subservicer) in connection with the repossession, refurbishing and disposition of any related assets securing such Loan including the attempted collection of any amount owing pursuant to such Loan.

“ Liquidity Agreement ” means a liquidity agreement entered into by a CP Lender with a group of financial institutions in connection with this Agreement.

“ Liquidity Bank ” means each financial institution that is a party to a Liquidity Agreement.

“ Liquidity Commitment Fee ” is defined in each Fee Letter.

“ Loan ” means any senior or subordinate loan arising from the extension of credit to an Obligor by the Originator in the ordinary course of the Originator’s business.

“ Loan Documents ” means, with respect to any Loan, the related promissory note and any related loan agreement, security agreement, mortgage, assignment of Loans, all guarantees, and UCC financing statements and continuation statements (including amendments or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s behalf in respect of such Loan and related promissory note, including, without limitation, general or limited guaranties.

“ Loan File ” means, with respect to any Loan, each of the Loan Documents related thereto.

“ Loan List ” means the Loan List provided by the Borrower to the Administrative Agent and the Collateral Custodian, as set forth in Schedule II hereto (which shall include the specific documents that should be included in each Loan File), as the same may be changed from time to time in accordance with the provisions hereof.

“ Lock-Box ” means a post office box to which Collections are remitted for retrieval by a Lock-Box Bank and deposited by such Lock-Box Bank into a Lock-Box Account.

“ Lock-Box Account ” means an account, subject to a Deposit Account Control Agreement, maintained in the name of the Borrower for the purpose of receiving Collections at a Lock-Box Bank.

“ Lock-Box Bank ” means any of the banks or other financial institutions holding one or more Lock-Box Accounts.

“ Managing Agent ” means, as to any Lender, the financial institution identified as such on the signature pages hereof or in the applicable Assignment and Acceptance or Joinder Agreement.

“ Mandatory Prepayment ” is defined in Section 2.4(a) .

“ Market Servicing Fee ” is defined in Section 7.20 .

“ Market Servicing Fee Differential ” means, on any date of determination, an amount equal to the positive difference between the Market Servicing Fee and Servicing Fee.

“ Material Adverse Change ” means, with respect to any Person, any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.

“ Material Adverse Effect ” means, with respect to any event or circumstance, an event or circumstance which would have or would be reasonably expected to have a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Servicer or the Borrower, (b) the validity, enforceability or collectibility of this Agreement or any other Transaction Document or any Liquidity Agreement or the validity, enforceability or collectibility of the Loans, (c) the rights and remedies of the Administrative Agent or any Secured Party under this Agreement or any Transaction Document or any Liquidity Agreement or (d) the ability of the Borrower or the Servicer to perform its obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority, or enforceability of the Administrative Agent’s or Secured Parties’ interest in the Collateral.

“ Maturity Date ” means the date that is one year after the Termination Date.  The Advances Outstanding will be due and payable in full on the Maturity Date.

“ Maximum Advance Rate ” means the lesser of (i) (x) 55% or, (y) at any time the Periodic Rating Requirement is not satisfied 33% and (ii) a dynamic number that shall be determined on each Determination Date by application of the Advance Rate Matrices set forth in Schedule III based on:

(a)           in the case of the Weighted Average Recovery Rate, (i) the actual level thereof (if such level is equal to any of the Weighted Average Recovery Rate levels specified in the Advance Rate Matrices) or (ii) otherwise, the Weighted Average Recovery Rate indicated in the Advance Rate Matrices that is arithmetically closest to the actual Weighted Average Recovery Rate level;

(b)           in the case of the Diversity Score, (i) the actual level thereof (if such level is equal to any of the Diversity Score levels specified in the Advance Rate Matrices) or (ii) otherwise, the Diversity Score indicated in the Advance Rate Matrices that is arithmetically closest to the actual Diversity Score level; and

(c)           in the case of each of the Weighted Average Rating Factor, (i) the actual level thereof (if such level is equal to any of the Weighted Average Rating Factor levels specified in the Advance Rate Matrices) or (ii) otherwise, the Weighted Average Rating Factor indicated in the Advance Rate Matrices that is arithmetically closest to the actual Weighted Average Rating Factor level.

“ Maximum Lawful Rate ” is defined in Section 2.6(d) .

“ Mezzanine Loan ” means any assignment of, or participation interest or other interest in, a Loan that is of a rank lower than a Second Lien Loan.

“ Monthly Report ” is defined in Section 7.11(a) .

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

“ Moody’s Industry Classifications ” means the classifications as set forth in Exhibit N. The classification under which an Eligible Loan is categorized shall be determined on the date of origination in the reasonable discretion of the Borrower.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.

“ 1940 Act ” is defined in Section 4.1(x) .

“ Net Worth ” means, with respect to the Performance Guarantor, the total of stockholder’s equity (determined in accordance with GAAP) plus Subordinated Debt, less the total amount of any intangible assets, including without limitation, goodwill.

“ Non-Conduit Lender ” means a Committed Lender that does not have a CP Lender in its Lender Group.

“ Non-Conduit Lender Interest Reset Date ” means the first day of each calendar month, or, if the first day of such calendar month is not a Business Day, the immediately preceding Business Day.

“ Non-Conduit Lender LIBO Rate ” means, for any Settlement Period or portion thereof and any Advance, an interest rate per annum equal to the rate per annum determined on the basis of the rate for deposits in United States dollars of amounts equal or comparable to the principal amount of such Advance offered for a term of one calendar month, which rate appears on Reuters Screen LIBOR01 (or such other page as may replace such screen of that service or such other service or services as may be nominated by the British Banker’s Association for the purpose of displaying London InterBank Offered Rates for United States dollar deposits) determined as of 11:00 a.m. London, England time on each Non-Conduit Lender Interest Reset Date;   provided that if no such offered rates appear on such page, the “Non-Conduit Lender LIBO Rate” for such Settlement Period will be the arithmetic average (rounded upward, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two (2) major lenders in New York City, selected by the Administrative Agent, at approximately 10:00 A.M., New York City time, two (2) Business Days prior to the first day of such Settlement Period, for deposits in Dollars offered by leading European banks for a period comparable to such Settlement Period in an amount comparable to the principal amount of such Advance.

“ Non-Renewing Committed Lender ” is defined in Section 2.1(b) .

“ Notes ” is defined in Section 2.5(a) .

“ Obligations ” means all loans, advances, debts, liabilities and obligations, for monetary amounts owing by the Borrower to the Lenders, the Administrative Agent, the Managing Agents or any of their assigns, as the case may be, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties regarding such amounts, of any kind or nature, present or future, arising under or in respect of any of this Agreement, any other Transaction Document or any Fee Letter delivered in connection with the transactions contemplated by this Agreement, or any Hedging Agreement, as amended or supplemented from time to time, whether or not evidenced by any separate note, agreement or other instrument.  This term includes, without limitation, all principal, interest (including interest that accrues after the commencement against the Borrower of any action under the Bankruptcy Code), Breakage Costs, Hedge Breakage Costs, fees, including, without limitation, any and all arrangement fees, loan fees, facility fees, and any and all other fees, expenses, costs or other sums (including attorney costs) chargeable to the Borrower under any of the Transaction Documents or under any Hedging Agreement.

“ Obligor ” means, with respect to any Loan, the Person or Persons obligated to make payments pursuant to such Loan, including any guarantor thereof.  For purposes of calculating the Excess Concentration Amount and the Required Equity Investment, all Loans included in the Collateral or to become part of the Collateral the Obligor of which is an Affiliate of another Obligor shall be aggregated with all Loans of such other Obligor.

“ Officer’s Certificate ” means a certificate signed by any officer of the Borrower or the Servicer, as the case may be, and delivered to the Administrative Agent.

“ Operating Account ” means the Borrower’s operating account number 138831 at The Bank of New York Mellon Trust Company, N.A.

“ Opinion of Counsel ” means a written opinion of counsel, who may be counsel for the Borrower or the Servicer, as the case may be, and who shall be reasonably acceptable to the Administrative Agent.

“ Originator ” means Gladstone Capital Corporation, a Maryland corporation.

“ Outstanding Loan Balance ” means, on any date of determination with respect to any Transferred Loan (a) with respect to any type of Transferred Loan not enumerated below, the least of (i) the outstanding principal balance of such Loan, (ii) the Fair Market Value of such Transferred Loan and (iii) the purchase price of such Loan, (b) with respect to Current Pay Loans, the lesser of (i) 70% of the outstanding principal balance of such Current Pay Loan or (ii) the Fair Market Value of such Current Pay Loan and (c) with respect to Revolver Loans the sum of (i) the lesser of (x) the outstanding principal balance of such Revolver Loan and (y) the Fair Market Value of such Revolver Loan plus (ii) the Revolver Loan Unfunded Commitment Amount.

“ Participant ” is defined in Section 11.1(g) .

“ Payment Date ” means the ninth (9th) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day; provided that for purposes of distributions required pursuant to Section 2.8(a)(viii) only, “Payment Date” shall mean any Business Day.

“ Peak CP Funding Period ” means all of the following:  (i) the 15th day of any calendar month (or if such day is not a Business Day, the next succeeding Business Day), (ii) the last 3 Business Days of any calendar month not referenced in clause (iii) or (iv) below, (iii) the last 5 Business Days of March, June or September and (iv) the last 10 Business Days of November and December.

“ Pending Account ” is defined in Section 2.15 .

“ Performance Guarantor ” is defined in the Performance Guaranty.

“ Performance Guaranty ” means the Amended and Restated Performance Guaranty dated as of July 19, 2004, by the Originator in favor of the Borrower and the Administrative Agent, as amended by that certain Amendment No. 1 to Amended and Restated Performance Guaranty dated as of even date herewith and as the same may from time to time be further amended, restated, supplemented, waived or modified.

“ Periodic Rating Requirement ” means the requirement that (i) each Transferred Loan have both (x) a RiskCalc Rating, which shall be refreshed at least quarterly and (y) a rating assigned by the Servicer’s internal risk rating procedures, which shall be refreshed at least quarterly, and (ii) from and after the date which is 60 days following the Effective Date, Transferred Loans representing at least 30% of the Adjusted Collateral Balance plus an additional three Transferred Loans selected by the Administrative Agent in its sole discretion have a Shadow Rating which ratings shall be refreshed at least annually; provided, however, that the test in clause (ii), at any time after the initial date on which it is satisfied, shall not be deemed to not be satisfied unless the failure to maintain such Shadow Ratings shall have continued for 45 days and provided, further, that in the event a delay of the receipt of Shadow Ratings is reasonably determined to have been caused by Moody’s, the time period to complete the test in clause (ii) shall be extended by such period (not to exceed 15 days unless further extended in writing by the Administrative Agent and the Borrower) as is necessary for Moody’s to complete and deliver such Shadow Ratings.

“ Permitted Investments ” means any one or more of the following types of investments:

(a)           marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States and that have a maturity of not more than 270 days from the date of acquisition;

(b)           marketable obligations, the full and timely payment of which are directly and fully guaranteed by the full faith and credit of the United States and that have a maturity of not more than 270 days from the date of acquisition;

(c)           bankers’ acceptances and certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 270 days from the date of acquisition) denominated in dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000, the short-term obligations of which are rated A-1 by S&P and P-1 by Moody’s;

(d)           repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank of the type described in clause (c) above;

(e)           commercial paper rated at least A-1 by S&P and P-1 by Moody’s; and

(f)           demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States or any state thereof (or domestic branches of any foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided , however that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall be at least A-1 by S&P and P-1 by Moody’s.

“ Permitted Liens ” means Liens created pursuant to the Transaction Documents in favor of the Administrative Agent, as agent for the Secured Parties.

“ Person ” means an individual, partnership, corporation (including a statutory trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“ PIK Loan ” means a Loan to an Obligor, which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan for some period of the time prior to such Loan requiring the cash payment of interest on a monthly or quarterly basis.

“ Post-Termination Revolver Loan Fundings ” means an advance by the Committed Lenders, made on or following the Revolver Loan Funding Date, which may  be used for the sole purpose of funding advances requested by Obligors under the Revolver Loans.

“ Prime Rate ” means the rate publicly announced by KeyBank from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes.  The Prime Rate is not intended to be the lowest rate of interest charged by KeyBank in connection with extensions of credit to debtors.

“ Principal Collections ” means any and all amounts received in respect of any principal due and payable under any Transferred Loan from or on behalf of Obligors that are deposited into the Collection Account, or received by the Borrower or on behalf of the Borrower by the Servicer or Originator in respect of the Transferred Loans, including, without limitation, proceeds of sales and any hedge termination payments, in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

“ Proceeds ” means, with respect to any Collateral, whatever is receivable or received when such Collateral is sold, collected, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, including all rights to payment with respect to any insurance relating to such Collateral.

“ Program Fee ” means, for each Settlement Period and each Advance Outstanding during such Settlement Period, the product of:

PFR x P x AD/360

where

“ Program Fee Rate ” is defined in each Fee Letter.

“ Pro-Rata Share ” means, with respect to any Committed Lender on any day, the percentage equivalent of a fraction the numerator of which is such Committed Lender’s Commitment and the denominator of which is the Group Advance Limit of the related Lender Group.

“ Purchase Agreement ” means the Amended and Restated Purchase and Sale Agreement dated as of June 6, 2008, between the Originator and the Borrower, as amended by that certain Amendment No. 1 to Amended and Restated Purchase Agreement dated as of even date herewith and as the same may from time to time be further amended, restated, supplemented, waived or modified.

“ Purchase Date ” is defined in the Purchase Agreement.

“ Purchasing Committed Lender ” is defined in Section 11.1(b) .

“ Qualified Institution ” is defined in Section 7.4(e) .

“ Qualifying Syndicated Loan ” means any Loan designated by the Borrower as such in the Loan List.

“ Rating Agency ” means any rating agency that has been requested to issue a rating with respect to the Commercial Paper Notes issued by a CP Lender.

“ Rating Factor ” means, for each Loan, the number set forth in the table below opposite the Assigned Rating of such Loan:

“ Real Estate Loan ” means a Transferred Loan that is (a)(i) secured primarily by a mortgage, deed of trust or similar lien on commercial real estate (other than hotels, restaurants and casinos) or residential real estate and (ii) primary repayment of the payment obligations thereof is derived from rental or other real estate related income or (b) a loan or debt obligation which falls within the Moody’s Industry Classification “Buildings and Real Estate”.

“ Records ” means, with respect to any Transferred Loans, all documents, books, records and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to any item of Collateral and the related Obligors, other than the Loan Documents.

“ Recoveries ” means, with respect to any Defaulted Loan or Charged-Off Loan, proceeds of the sale of any Related Property, proceeds of any related Insurance Policy, and any other recoveries with respect to such Loan and Related Property, and amounts representing late fees and penalties, net of Liquidation Expenses and amounts, if any, received that are required to be refunded to the Obligor on such Loan.

“ Recovery Amount ” means, with respect to any Transferred Loan as of any date of determination, the product of (a) the Outstanding Loan Balance of such Loan on such date and (b) the Recovery Rate applicable to such Loan.

“ Recovery Rate ” means, with respect to any Transferred Loan, as of any date of determination, the recovery rate determined in accordance with the following:

First , if the Loan has been specifically assigned a recovery rate by Moody’s or S&P (for example, in connection with the assignment by Moody’s or S&P of an estimated rating), such recovery rate; or

Second , if no recovery rate has been specifically assigned with respect to such Loan pursuant to clause (i) above, the rate determined pursuant to the table below:

“ Reference Bank ” means any bank that furnishes information for purposes of determining the Adjusted Eurodollar Rate.

“ Register ” is defined in Section 11.1(e) .

“ Regulatory Change ” is defined in Section 2.12(a) .

“ Related Property ” means, with respect to a Loan, any property or other assets of the Obligor thereunder pledged as collateral to the Originator to secure the repayment of such Loan.

“ Reporting Date ” means the date that is two (2) Business Days prior to each Payment Date.

“ Repurchase Price ” means for any Transferred Loan purchased by the Servicer pursuant to Section 7.7 , an amount equal to the outstanding principal balance of such Loan as of the date of purchase, plus all accrued and unpaid interest on such Loan.

“ Required Committed Lenders ” means at a particular time, Committed Lenders with Commitments (including, for this purpose, Non-Renewing Committed Lenders, who shall be deemed to have Commitments equal to their Lender Group’s Advances Outstanding at such time) in excess of 66 2/3 % of the Facility Amount; provided that at any time at which there are three or fewer Committed Lenders, Required Committed Lenders shall mean all Committed Lenders.

“ Required Diversity Test ” means a test which is satisfied if, if the Facility Amount is (i) $75,000,000 or less, there shall be no fewer than 15 Transferred Loans included in the Collateral, (ii) between $75,000,001 and $100,000,000, there shall be no fewer than 20 Transferred Loans included in the Collateral and (iii) $100,000,001 or more, there shall be no fewer than 25 Transferred Loans included in the Collateral.

“ Required Equity Investment ” means the minimum amount of equity investment in the Borrower which shall be maintained by the Originator, in the form of Eligible Loans and/or cash having an outstanding principal balance at all times prior to the Termination Date of an amount equal to the greater of (i) $100,000,000 or (ii) the sum of the Outstanding Loan Balances of the Eligible Loans made to the five Obligors having the largest Outstanding Loan Balances.

“ Required Ratings ” means with respect to (i) any Committed Lender other than a Non-Conduit Lender, the short term ratings from S&P and Moody’s equal to or greater than the ratings required in order to maintain the rating of the commercial paper issued by the related CP Lender and (ii) with regard to  a Non-Conduit Lender, the then-current ratings of such Non-Conduit Lender.

“ Required Reports ” means collectively, the Monthly Report, the Servicer’s Certificate and the annual and quarterly financial statements of the Originator required to be delivered to the Borrower, the Managing Agents, the Administrative Agent and the Backup Servicer pursuant to Section 7.11 hereof.

“ Responsible Officer ” means, as to the Borrower, David Gladstone, Terry Brubaker, George Stelljes, Gresford Gray, Kevin Cheetham or Gary Gerson, and as to any other Person, any officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.  The Borrower may designate other Responsible Officers from time to time by notice to the Administrative Agent.

“ Revolver Loan ” means each Loan with respect to which the Borrower has a revolving credit commitment to advance amounts to the applicable Obligor during a specified term.

“ Revolver Loan Funding ” is defined in Section 2.14 .

“ Revolver Loan Funding Account ” is defined in Section 2.14 .

“ Revolver Loan Funding Account Shortfall ” means, on any date, the amount, if any, by which the Revolver Loan Unfunded Commitment Amount at such time exceeds the aggregate amount on deposit in the Revolver Loan Funding Accounts.

“ Revolver Loan Funding Account Surplus ” means, on any date, the amount, if any, by which the amount on deposit in the Revolver Loan Funding Accounts exceeds the Revolver Loan Unfunded Commitment Amount at such time.

“ Revolver Loan Funding Date ” means the Termination Date, if Revolver Loans are outstanding on such date.

“ Revolver Loan Funding Fee ” is defined in Section 2.14 .

“ Revolver Loan Unfunded Commitment Amount ” is defined in Section 2.14 .

“ Revolving Period ” means the period commencing on the Effective Date and ending on the day immediately preceding the Termination Date.

“ RFC ” means Relationship Funding Company, LLC and its successors and assigns.

“ RIC/BDC Requirements ” means the requirements the Performance Guarantor must satisfy to maintain its status as a “business development company,” within the meaning of the Small Business Incentive Act of 1980, and its election to be treated as a “registered investment company” under the Code.

“ RiskCalc Rating ” means, for any Transferred Loan, a rating based off a set of financial ratios and other data approved by the Administrative Agent which is calculated by the RiskCalc system operated by Moody’s.  The Administrative Agent shall have the right, upon its request, to review and approve the inputs used to calculate the RiskCalc Rating for any such Transferred Loan, which approval shall not be unreasonably withheld or delayed.

“ Rolling Three-Month Charged-Off Ratio ” means, for any day, beginning after the end of the third Settlement Period following the Effective Date, the rolling three period average Charged-Off Ratio for the three immediately preceding Settlement Periods.

“ Rolling Three-Month Default Ratio ” means, for any day, beginning after the end of the third Settlement Period following the Effective Date, the rolling three period average Default Ratio for the three immediately preceding Settlement Periods.

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

“ Scheduled Payment ” means, on any Determination Date, with respect to any Loan, each monthly payment (whether principal, interest or principal and interest) scheduled to be made by the Obligor thereof after such Determination Date under the terms of such Loan.

“ Second Lien Loan ” means a Transferred Loan that is secured by the pledge of collateral and which is only subordinate to a First Lien Loan.

“ Secured Party ” means (i) each Lender, (ii) each Managing Agent, (iii) each Liquidity Bank, (iv) each Hedge Counterparty that is either a Lender or an Affiliate of a Lender if that Affiliate executes a counterpart of this Agreement agreeing to be bound by the terms of this Agreement applicable to a Secured Party and (v) each Swingline Party.

“ Senior Syndicated Loan ” means any First Lien Loan which is a Qualifying Syndicated Loan.

“ Servicer ” means Gladstone Management Corporation, a Delaware corporation, and its permitted successors and assigns.

“ Servicer Advance ” means an advance of Scheduled Payments made by the Servicer pursuant to Section 7.5 .

“ Servicer Termination Event ” is defined in Section 7.18 .

“ Servicer’s Certificate ” is defined in Section 7.11(b) .

“ Servicing Duties ” means those duties of the Servicer which are enumerated in Section 7.2 .

“ Servicing Fee ” means, for each Payment Date, an amount equal to the sum of the products, for each day during the related Settlement Period, of (i) the Outstanding Loan Balance of each Loan as of the preceding Determination Date, (ii) the applicable Servicing Fee Rate, and (iii) a fraction, the numerator of which is 1 and the denominator of which is 360.

“ Servicing Fee Limit Amount ” means, for each Payment Date, an amount equal to 50% of the Servicing Fee for the related Settlement Period.

“ Servicing Fee Rate ” means, with respect to each Senior Syndicated Loan, a rate equal to 0.50% per annum, and with respect to all other Loans, a rate equal to 1.50% per annum.

“ Servicing Records ” means all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, data processing software and related property rights) prepared and maintained by the Servicer with respect to the Transferred Loans and the related Obligors.

“ Settlement Period ” means each period from and including a Payment Date to but excluding the following Payment Date.

“ Shadow Rating ” means, with respect to any Transferred Loan required to have a shadow rating pursuant to the Periodic Rating Requirement, the lowest corporate credit estimate received in respect of such Loan from Moody’s or S&P.

“ Solvent ” means, as to any Person at any time, having a state of affairs such that all of the following conditions are met:  (a) the fair value of the property owned by such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair salable value of the property owned by such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“ Spread ” means, with respect to Floating Rate Loans, the cash interest spread of such Floating Rate Loan over the LIBO Rate.

“ Structured Finance Obligation ” means any Loan or security the payment or repayment of which is based primarily upon the collection of payments from a specified pool of financial  assets, either fixed or revolving, that by their terms convert into cash within a finite time period, together with any rights or other assets designed to assure the servicing or timely distribution of proceeds to security holders, including, in any event, any project finance security, any asset backed security and any future flow security.

“ Subordinated Debt ” means any debt that is subordinated in right of payment to other debt of the Performance Guarantor.

“ Successor Servicer ” is defined in Section 7.19(a) .

“ Supplemental Interests ” means, with respect to any Transferred Loan, any warrants, equity or other equity interests or interests convertible into or exchangeable for any such interests received by the Originator from the Obligor in connection with such Transferred Loan.

“ Swap Breakage and Indemnity Amounts ” means any early termination payments, taxes, indemnification payments and any other amounts owed to a Hedge Counterparty under a Hedging Agreement that do not constitute monthly payments.

“ Swingline Agent ” has the meaning assigned to that term in the Swingline Credit Agreement.

“ Swingline Collateral Agent ” means the “Collateral Agent” as defined in the Swingline Credit Agreement.

“ Swingline Credit Agreement ” means that certain Swingline Credit Agreement (Gladstone), dated as of October 25, 2007, among RFC, Key Equipment Finance Inc., as agent, and Key Equipment Finance Inc., as lender, as amended, restated, supplemented, amended and restated or otherwise modified from time to time.

“ Swingline Lender ” means each of the lenders party to the Swingline Credit Agreement from time to time.

“ Swingline Lien ” has the meaning assigned to that term in the Swingline Credit Agreement.

“ Swingline Loan ” means a “Loan” (as defined in the Swingline Credit Agreement).

“ Swingline Loan Documents ” means the “Loan Documents” as defined in the Swingline Credit Agreement.

“ Swingline Parties ” means the Swingline Agent, the Swingline Collateral Agent and each of the Swingline Lenders.

“ Taxes ” means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Government Authority.

“ Termination Date ” means the earliest to occur of (a) the date declared by the Administrative Agent or occurring automatically in respect of the occurrence of an Early Termination Event pursuant to Section 8.1 , (b) a date selected by the Borrower upon at least 30 days’ prior written notice to the Administrative Agent and each Managing Agent and (c) the Commitment Termination Date.

“ Termination Notice ” is defined in Section 7.18 .

“ Transaction Documents ” means this Agreement, the Purchase Agreement, all Hedging Agreements, the Custody Agreement, the Backup Servicing Agreement, the Deposit Account Control Agreements for the Collection Account, the Pending Account and the Operating Account, the Performance Guaranty and any additional document, letter, fee letter, certificate, opinion, agreement or writing the execution of which is necessary or incidental to carrying out the terms of the foregoing documents; excluding, however, the Liquidity Agreements and the Swingline Loan Documents.

“ Transferred Loans ” means each Loan that is acquired or in which an interest is acquired by the Borrower under the Purchase Agreement and all Loans received by the Borrower in respect of the Required Equity Investment.  Any Transferred Loan that is (i) repurchased or reacquired by the Originator pursuant to the terms of Section 6.1 of the Purchase Agreement, (ii) purchased by the Servicer pursuant to the terms of Section 7.7 or (iii) otherwise released from the lien of this Agreement pursuant to Section 6.3 shall not be treated as a Transferred Loan for purposes of this Agreement ( provided , that the purchase or repurchase of any Defaulted Loan or Charged-Off Loan shall not alter such Transferred Loan’s status as a Defaulted Loan or Charged-Off Loan for purposes of calculating ratios for periods occurring prior to the purchase or repurchase of such Transferred Loan).

“ Transition Costs ” means the reasonable costs and expenses incurred by the Backup Servicer in transitioning to Servicer; provided , however , that the Administrative Agent’s consent shall be required if such Transition Costs exceed $50,000.00 in the aggregate.

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction or, if no jurisdiction is specified, the State of New York.

“ United States ” means the United States of America.

“ Unmatured Termination Event ” means an event that, with the giving of notice or lapse of time, or both, would become an Early Termination Event.

“ Unreimbursed Servicer Advances ” means, at any time, the amount of all previous Servicer Advances (or portions thereof) as to which the Servicer has not been reimbursed as of such time pursuant to Section 2.8 and that the Servicer has determined in its sole discretion will not be recoverable from Collections with respect to the related Transferred Loan.

“ Weighted Average Fixed Coupon ” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying the cash interest coupon of each Fixed Rate Loan (excluding Defaulted Loans) as of such date by the Outstanding Loan Balance of such Loans as of such date, dividing such sum by the aggregate Outstanding Loan Balance of all such Fixed Rate Loans and rounding up to the nearest 0.01%. For the purpose of calculating the Weighted Average Fixed Coupon, all Fixed Rate Loans that are not currently paying cash interest shall have an interest rate of 0%.

“ Weighted Average Floating Spread ” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying, in the case of each Floating Rate Loan (excluding Defaulted Loans) on an annualized basis, the Spread of such Loans (including commitment, letter of credit and all other fees), by the Outstanding Loan Balance of such Loans as of such date and dividing such sum by the aggregate Outstanding Loan Balance of all such Floating Rate Loans and rounding the result up to the nearest 0.01%; provided that the Spread of any Revolver Loan which is not fully funded shall be the sum of:

(a)                 the product of (1) the Spread payable on the funded portion of such Revolver Loan and (2) the percentage equivalent of a fraction the numerator of which is equal to the funded portion of such Revolver Loan and the denominator of which is equal to the commitment amount of such Revolver Loan; plus

(b)                 the product of (1) the scheduled amounts (other than interest) of commitment fee and/or facility fee payable on the unfunded portion of such Revolver Loan less any withholding tax, if any, on commitment fees and (2) the percentage equivalent of a fraction the numerator of which is equal to the Revolver Loan Unfunded Commitment Amount of such Revolver Loan and the denominator of which is equal to the aggregate commitment amount of such Revolver Loan.

“ Weighted Average Life ” means, at any date of determination, with respect to any Transferred Loan, the number determined by: (a) multiplying the number of months from and including the month in which such date of determination falls to but excluding the month when each Scheduled Payment is to be received under such Loan by the amount of each such Scheduled Payment, (b) summing said products, (c) dividing the sum total by the total amount of all Scheduled Payments to be received under the Loan, and (d) dividing the total by 12.

“ Weighted Average Rating Factor ” means the number determined by summing the products obtained by multiplying the Outstanding Loan Balance of each Transferred Loan by its Rating Factor, dividing such sum by the aggregate Outstanding Loan Balance of all such Transferred Loans and then rounding the result down to the nearest whole number.

“ Weighted Average Recovery Rate ” means, as of any date of determination, the fraction (expressed as a percentage) obtained by (A) summing the products obtained by multiplying the Outstanding Loan Balance of each Transferred Loan by the Recovery Rate with respect to such Loan, (B) dividing such sum by the aggregate Outstanding Loan Balance of all Transferred Loans as of such date, and (C) rounding down to the nearest tenth of a percent; provided that for purposes of subsection (A) of this definition, after the initial calculation of Weighted Average Recovery Rate, the Recovery Rate of any particular Transferred Loan will be deemed not to have changed from its prior value unless the Servicer has become aware of a material change affecting such value.

“ Weighted Average Spread ” means, as of any date of determination, an amount (rounded up to the next 0.01%) equal to the weighted average of (a) for Floating Rate Loans, the Weighted Average Floating Spread of the Floating Rate Loans and (b) for Fixed Rate Loans, the excess of the Weighted Average Fixed Coupon of the Fixed Rate Loans over the then-current weighted average strike rate under the Hedge Transactions, or, if there are no Hedge Transactions outstanding, over the then current LIBO Rate.

“ Williams Mullen Opinion ” means the “non-consolidation” opinion letter of Williams Mullen delivered on the Effective Date, as such opinion letter may be modified, supplemented or replaced in any subsequent opinion letter covering such subject matter delivered to the Administrative Agent.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

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 mean “to but excluding.”

In each Transaction Document, unless a contrary intention appears:

(i)   the singular number includes the plural number and vice versa;

(ii)   reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Document;

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

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

(v)   reference to any Applicable Law means such Applicable 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 Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision.

(a)   On the terms and conditions hereinafter set forth, the Borrower may, by delivery of a Funding Request to the Administrative Agent, each Managing Agent and RFC, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “ Advance ”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date.  Such Funding Request shall be delivered not later than 12:00 noon (New York City time) on the date which is two (2) Business Days prior to the requested Funding Date.  Upon receipt of such Funding Request, each Managing Agent shall, if its related Lender Group contains a CP Lender member, request such CP Lender to make the Advance, and such CP Lender may from time to time during the Revolving Period, in its sole discretion, agree or decline to make the Advance.  If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify its related Committed Lenders.  If (i) a Lender Group’s CP Lender shall have notified its related Committed Lenders that it declines to make all or part of such Advance or (ii) a Lender Group shall not have a CP Lender member, the applicable portion of the Advance will be made by the Committed Lenders in such Lender Group in accordance with their Pro-Rata Shares.  Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Committed Lender shall be obligated to make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party).  The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.  Each Advance to be made hereunder shall be made ratably among the Lender Groups in accordance with their Group Advance Limits.

(b)   The Borrower may, within 60 days, but no later than 45 days, prior to the then current Commitment Termination Date, by written notice to the Administrative Agent, make written requests for the Lenders to extend the Commitment Termination Date for an additional revolving period of 364 days.  The Administrative Agent will give prompt notice to each Managing Agent of its receipt of such request, and each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Commitment Termination Date.  Each Lender shall make a determination, in its sole discretion and after a full credit review, not less than fifteen (15) days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date; provided , however , that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such Lender to extend the Commitment Termination Date.  In the event that at least one Committed Lender agrees to extend the Commitment Termination Date, the Borrower, the Servicer, the Administrative Agent and the extending Committed Lenders and, if such extension is approved by its related CP Lender, if any, in its sole discretion, such CP Lender shall enter into such documents as such extending Committed Lenders and CP Lenders, if any, may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such CP Lenders, such Committed Lenders and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Borrower.  In the event that any Committed Lender declines the request to extend the Commitment Termination Date (each such Committed Lender being referred to herein, from and after their then current Commitment Termination Date as a “ Non-Renewing Committed Lender ”), and the Commitment of such Non-Renewing Committed Lender is not assigned to another Person in accordance with the terms of Article XI prior to the then current Commitment Termination Date, (i) the Facility Amount shall be reduced by an amount equal to each such Non-Renewing Committed Lender’s Commitment on the then current Commitment Termination Date, and (ii) the Group Advance Limits of the applicable Lender Groups shall be reduced by an amount equal to the applicable Non-Renewing Committed Lender’s Commitment on the then current Commitment Termination Date.

(a)   In the case of the making of any Advance, the repayment of any Advance, or any termination, increase or reduction of the Facility Amount and prepayments of Advances, the Borrower shall give the Administrative Agent a Borrower Notice.  Each Borrower Notice shall specify the amount (subject to Section 2.1 hereof) of Advances to be borrowed or repaid and the Funding Date or repayment date (which, in all cases, shall be a Business Day).

(b)   Subject to the conditions described in Section 2.1 , the Borrower may request an Advance from the Lenders by delivering to the Administrative Agent at certain times the information and documents set forth in this Section 2.2 .

(c)   No later than 10:00 a.m. (New York City time) five (5) Business Days prior to the proposed Funding Date (or such shorter period of time or later date as may be agreed to by the Required Committed Lenders), the Borrower shall notify (i) the Collateral Custodian by delivery to the Collateral Custodian of written notice of such proposed Funding Date, and (ii) the Administrative Agent by delivery to the Administrative Agent of a credit report and transaction summary for each Loan that is the subject of the proposed Advance setting forth the credit underwriting by the Originator of such Loan, including without limitation a description of the Obligor and the proposed loan transaction in the form of Exhibit M hereto; provided that, in the case of Advances funding Revolver Loans, the requirements of this Section 2.2(c) shall apply only with respect to the first Advance to be made with respect to each such Revolver Loan.  By 5:00 p.m. (New York City time) on the next Business Day, the Administrative Agent shall use its best efforts to confirm to the Borrower the receipt of such items and whether it has reviewed such items and found them to be complete and in proper form.  If the Administrative Agent makes a determination that the items are incomplete or not in proper form, it will communicate such determination to the Borrower.  Failure by the Administrative Agent to respond to the Borrower by 5:00 on the day the related Funding Request is delivered by the Borrower shall constitute an implied determination that the items are incomplete or not in proper form.  The Borrower will take such steps requested by the Administrative Agent to correct the problem(s).  In the event of a delay in the actual Funding Date due to the need to correct any such problems, the Funding Date shall be no earlier than three (3) Business Days after the day on which the Administrative Agent confirms to the Borrower that the problems have been corrected.  For avoidance of doubt RFC shall not be obligated to make an Advance at any time (as described in Section 2.1(a) above).  Without limiting the foregoing, (i) RFC may, but does not intend to, during any Peak CP Funding Period, make any Advance funded with the proceeds of commercial paper and (ii) the Borrower understands that the Swingline Credit Agreement is an uncommitted line and the Swingline Lender may decline to lend under the Swingline Credit Agreement to fund any Advance during the following periods: (A) the last three Business Days of any calendar month not referenced in clause (B) below and (B) the last five Business Days of November and December.

(d)   No later than 11:00 a.m. (New York City time) two (2) Business Days prior to the proposed Funding Date (or, other than in the case of clause (i) below, such shorter period of time or later date as may be agreed to by the Required Committed Lenders), the Administrative Agent, each Managing Agent and the Collateral Custodian, as applicable, shall receive or shall have previously received the following:

(i)   a Funding Request in the form of Exhibit A ;

(ii)   a wire disbursement and authorization form shall be delivered to the Administrative Agent; and

(iii)   a certification substantially in the form of Exhibit H concerning the Collateral Custodian’s receipt of certain documentation relating to the Eligible Loan(s) related to such Advance shall be delivered to the Administrative Agent, which may be delivered either as a separate document or incorporated in the Servicer Report.

(e)   Each Funding Request shall specify the aggregate amount of the requested Advance, which shall be in an amount equal to at least $1,000,000.  Each Funding Request shall be accompanied by (i) a Borrower Notice, depicting the outstanding amount of Advances under this Agreement and representing that all conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Availability on such day, (ii) a calculation of the Borrowing Base as of the applicable Funding Date (which calculation may, for avoidance of doubt, take into account (i) Loans which will become Transferred Loans on or prior to such Funding Date and (ii) any portion of such Advance which is to be deposited in the Pending Account at funding), (iii) an updated Loan List including each Loan that is subject to the requested Advance, (iv) the proposed Funding Date, and (v) wire transfer instructions for the Advance.  A Funding Request shall be irrevocable when delivered; provided however , that if the Borrowing Base calculation delivered pursuant to clause (ii) above includes a Loan which does not become a Transferred Loan on or before the applicable Funding Date as anticipated, and the Borrower cannot otherwise make the representations required pursuant to clause (i) above, the Borrower shall revise the Funding Request accordingly, and shall pay any loss, cost or expense incurred by any Lender in connection with the broken funding evidenced by such revised Funding Request.

(f)   On the Funding Date following the satisfaction of the applicable conditions set forth in this Section 2.2 and Article III , each CP Lender may, or the Committed Lenders, as applicable, shall, make available to the Administrative Agent at its address listed beneath its signature on its signature page to this Agreement (or on the signature page to the Joinder Agreement pursuant to which it became a party hereto), for deposit to the account of the Borrower or its designee in same day funds, at the account specified in the Funding Request, an amount equal to such Lender’s ratable share of the Advance then being made.  Each wire transfer of an Advance to the Borrower shall be initiated by the applicable Lender no later than 3:00 p.m. (New York city time) on the applicable Funding Date.

(a)   The Borrower shall be entitled at its option, on any Payment Date prior to the occurrence of an Early Termination Event, to reduce the Facility Amount in whole or in part; provided that the Borrower shall give prior written notice of such reduction to the Administrative Agent, each Managing Agent and RFC as provided in paragraph (b) of this Section 2.3 and that any partial reduction of the Facility Amount shall be in an amount equal to $3,000,000 with integral multiples of $500,000 above such amount.  The Committed Lenders hereby agree that (i) from the Effective Date until the date on which the Commitment of KeyBank is reduced to $50,000,000 or less (whether by assignment or otherwise), any such reduction in the Facility Amount shall cause a corresponding reduction in the Commitment of KeyBank only, and (ii) thereafter, unless otherwise agreed by the Committed Lenders, the Commitment of each Committed Lender shall be reduced ratably in proportion to any such reduction in the Facility Amount.  Any request for a reduction or termination pursuant to this Section 2.3 shall be irrevocable.

(b)   From time to time during the Revolving Period the Borrower may prepay any portion or all of the Advances Outstanding, other than with respect to Mandatory Prepayments, by delivering to the Administrative Agent, each Managing Agent and RFC a Borrower Notice (i) in the case of any partial prepayment (other than a partial prepayment during the month of  December), at least two (2) Business Days prior to the date of such repayment, (ii) in the case of any partial prepayment during the month of December, at least five (5) Business Days prior to the Payment Date occurring in November, and (iii) in the case of any prepayment in full, at least thirty (30) Business Days prior to the date of such prepayment (or, in each case, such later time as the applicable Lender, in its sole discretion, may agree), specifying the date and amount of the prepayment and certifying that, following such prepayment, the Borrower will be in compliance with the terms of this Agreement; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as the result of any such prepayment of the Advances Outstanding, and the Borrower has paid all Hedge Breakage Costs owing to the relevant Hedge Counterparty for any such termination.  If any Borrower Notice relating to any prepayment is given, the amount specified in such Borrower Notice shall be due and payable on the date specified therein, together with accrued Interest to the payment date on the amount prepaid and any Breakage Costs (including Hedge Breakage Costs) related thereto.  Any partial prepayment by the Borrower of Advances hereunder, other than with respect to Mandatory Prepayments, shall be in a minimum amount of $500,000 with integral multiples of $100,000 above such amount.  Any amount so prepaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period.  A Borrower Notice relating to any such prepayment shall be irrevocable when delivered.

(c)   Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time from the Effective Date until the Commitment Termination Date, to increase the Facility Amount by an amount up to $73,000,000 (for a total maximum Facility Amount of $200,000,000).  The following terms and conditions shall apply to any such increase:  (i) any such increase shall be obtained from existing Lenders or from other Eligible Assignees, in each case in accordance with the terms set forth below; (ii) the Commitment of any Lender may not be increased without the prior written consent of such Lender; (iii) any increase in the Facility Amount shall be in a minimum principal amount of (x) if such increase shall be obtained from existing Lenders, $5,000,000 and (y) if such increase shall be obtained from Eligible Assignees who are not Lenders hereunder, $15,000,000; (iv) the Borrower and Lenders shall execute an acknowledgement (or in the case of the addition of a bank or other financial institution not then a party to this Agreement, a Joinder Agreement) in form and content satisfactory to the Administrative Agent to reflect the revised Commitments and Facility Amount (the Lenders do hereby agree to execute such acknowledgement (or Joinder Agreement) without delay unless the acknowledgement purports to (i) increase the Commitment of a Lender without such Lender’s consent or (ii) amend this Agreement or the other Transaction Documents other than as provided for in this Section 2.3 ); (v) the Borrower shall execute such promissory notes as are necessary to reflect the increase in or creation of the Commitments; (vi) if any Advances are outstanding at the time of any such increase, the Borrower shall make such payments and adjustments on the Advances (including payment of any break-funding amount owing under Section 2.11 hereof) as necessary to give effect to the revised commitment percentages and outstandings of the Lenders; (vii) the Borrower may solicit commitments from Eligible Assignees that are not then a party to this Agreement so long as such Eligible Assignees are reasonably acceptable to the Administrative Agent and execute a Joinder Agreement in form and content satisfactory to the Administrative Agent; (viii) the conditions set forth in Section 3.2 shall be satisfied in all material respects; (ix) after giving effect to any such increase in the Facility Amount, no Unmatured Early Termination Event or Early Termination Event shall have occurred; (x) the Borrower shall have provided to the Administrative Agent, at least 30 days prior to such proposed increase in the Facility Amount, written evidence demonstrating pro forma compliance with Section 8.1(q) of this Agreement after giving effect to such proposed increase, such evidence to be satisfactory in the sole discretion of the Administrative Agent.  The amount of any increase in the Facility Amount hereunder shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, such excess shall be allocated in proportion to the commitments of such existing Lenders willing to take additional commitments.  If the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Assignees reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such Eligible Assignees shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request.  Unless otherwise agreed by the Administrative Agent and the Lenders, the terms of any increase in the Facility Amount shall be the same as those in effect prior to any increase; provided , however , that should the terms of the increase agreed to be other than those in effect prior to the increase, then the Transaction Documents shall, with the consent of the Administrative Agent and the Lenders, be amended to the extent necessary to incorporate any such different terms.

(a)   The Advances Outstanding shall be repaid in accordance with Section 2.8 , and shall be due and payable in full on the Maturity Date.  In addition, Advances Outstanding shall be repaid as and when necessary to cause the Borrowing Base Test to be met, in accordance with Section 2.8 (each such payment, a “ Mandatory Prepayment ”), and any amount so repaid may, subject to the terms and conditions hereof, be reborrowed hereunder during the Revolving Period.

(b)   All repayments of any Advance or any portion thereof shall be made together with payment of (i) all Interest accrued and unpaid on the amount repaid to (but excluding) the date of such repayment, (ii) any and all Breakage Costs, and (iii) all Hedge Breakage Costs and any other amounts payable by the Borrower under or with respect to any Hedging Agreement.

(a)   The Advances made by the Lenders hereunder shall be evidenced by a duly executed promissory note of the Borrower payable to each Managing Agent, on behalf of the applicable Lenders in the related Lender Group, in substantially the form of Exhibit B hereto (collectively, the “ Notes ”).  The Notes shall be dated the Effective Date, or, if later, the date on which a Lender becomes party to this Agreement and shall be in a maximum principal amount equal to the applicable Lender Group’s Group Advance Limit, and shall otherwise be duly completed.

(b)   Each Managing Agent is hereby authorized to enter on a schedule attached to its Notes the following notations (which may be computer generated) with respect to each Advance made by each Lender in the applicable Lender Group:  (i) the date and principal amount thereof and (ii) each payment and repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded.  The failure of a Managing Agent to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

(a)   Interest shall accrue on each Advance during each Settlement Period at the applicable Interest Rate.  The Borrower shall pay Interest on the unpaid principal amount of each Advance for the period commencing on and including the Funding Date of such Advance until but excluding the date that such Advance shall be paid in full.  Interest shall accrue during each Settlement Period and be payable on the Advances Outstanding on each Payment Date, unless earlier paid pursuant to (i) a prepayment in accordance with Section 2.3(b) or (ii) a repayment in accordance with Section 2.