Common use of Pursuant to Section 6 Clause in Contracts

Pursuant to Section 6. 16(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all purposes of the Credit Agreement (and hereby supplements Schedule IV to the Credit Agreement, as appropriate, as specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge and Security Agreement, with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Documents included reference to this Agreement, and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointment. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver to the Lenders, the LC Bank and the Administrative Agent the opinions referred to in Section 6.16(a) of the Credit Agreement.

Pursuant to Section 6. 16(a) 01 of the Credit Guarantee and Security Agreement, the Borrower hereby designates the following Indebtedness as “Designated Indebtedness” under the Guarantee and Security Agreement: By: Name: Title: GUARANTEE ASSUMPTION AGREEMENT dated as of _______, ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a ___________ (the “Additional Subsidiary Guarantor”), in favor of ING Capital LLC, as collateral agent for the Secured Parties under and as defined in the Guarantee and Security Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”). Medley Capital Corporation (the “Borrower”), the Subsidiary Guarantors referred to therein, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, ING Capital LLC, as administrative agent for the Term Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein, and ING Capital LLC, as collateral agent for the Secured Parties referred to therein, are parties to the Amended and Restated Guarantee, Pledge and Security Agreement dated as of August 31, 2012 (as modified and supplemented and in effect from time to time, the “Guarantee and Security Agreement”) pursuant to which such Subsidiary Guarantors have guaranteed the “Guaranteed Obligations” (as defined therein), and the Borrower and such Subsidiary Guarantors have granted liens in favor of the Collateral Agent as collateral security for the “Secured Obligations” (as defined therein). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement. Pursuant to Section 7.05 of the Guarantee and Security Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "“Subsidiary Guarantor" ” and an “Obligor”, under and for all purposes of the Credit Agreement (Guarantee and hereby supplements Schedule IV Security Agreement, and each of the Annexes to the Credit Agreement, as appropriate, as Guarantee and Security Agreement shall be deemed to be supplemented in the manner specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, (a) the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the Guaranteed Obligations in the same manner and to the same extent as is provided in Article III Section 3 of the Credit AgreementGuarantee and Security Agreement and (b) as collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Subsidiary Guarantor, the Additional Subsidiary Guarantor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties as provided in the Guarantee and Security Agreement a security interest in all of such Additional Subsidiary Guarantor’s right, title and interest in, to and under the Collateral. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge Guarantee and Security Agreement, Agreement (as of the date hereof) with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Documents Guarantee and Security Agreement included reference to this Agreement, Agreement and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointmentAnnexes hereto. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver any opinions to the Lenders, Secured Parties required to be delivered in connection with the LC Bank execution and the Administrative Agent the opinions referred to in Section 6.16(a) of the Credit Agreementdelivery hereof.

Pursuant to Section 6. 16(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all purposes of the Credit Agreement (and hereby supplements Schedule IV to the Credit Agreement, as appropriate, as specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge and Security Agreement, with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Documents included reference to this Agreement, and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointment. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver to the Lenders, the LC Bank and the Administrative Agent the opinions referred to in Section 6.16(a) of the Credit Agreement.. Exhibit B (Guarantee Assumption Agreement)

Pursuant to Section 6. 16(a09(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "“Subsidiary Guarantor" ” for all purposes of the Credit Agreement (and hereby supplements Schedule IV to the Credit Agreement, as appropriate, as specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Subsidiary Borrower Guaranteed Obligations (as defined in Section 3.01(b) of the Credit Agreement) in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge and Security Agreement, Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Loan Documents included reference to this Agreement, and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointment. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver to the Lenders, the LC Bank and the Administrative Agent the opinions referred to in Section 6.16(a6.09(a)(iii) of the Credit Agreement to the Lenders and the Administrative Agent. The Additional Subsidiary Guarantor hereby agrees that this Guarantee Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Additional Subsidiary Guarantor hereby submits to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case sitting in New York County, and any appellate court from any thereof, for the purposes of all legal proceedings arising out of or relating to this Guarantee Assumption Agreement, the Credit Agreement or the transactions contemplated thereby. The Additional Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Additional Subsidiary Guarantor further agrees that service of process in any such action or proceeding brought in New York may be made upon its agent appointed as provided in Section 10.09(d) of the Credit Agreement.

Pursuant to Section 6. 16(a09(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "“Subsidiary Guarantor" ” for all purposes of the Credit Agreement (and hereby supplements Schedule IV to the Credit Agreement, as appropriate, as specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Subsidiary Borrower Guaranteed Obligations (as defined in Section 3.01(b) of the Credit Agreement) in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge and Security Agreement, Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Loan Documents included reference to this Agreement, and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointment. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver to the Lenders, the LC Bank and the Administrative Agent the opinions referred to in Section 6.16(a6.09(a)(ii) of the Credit Agreement to the Lenders and the Administrative Agent. The Additional Subsidiary Guarantor hereby agrees that this Guarantee Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Additional Subsidiary Guarantor hereby submits to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case sitting in New York County, and any appellate court from any thereof, for the purposes of all legal proceedings arising out of or relating to this Guarantee Assumption Agreement, the Credit Agreement or the transactions contemplated thereby. The Additional Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Additional Subsidiary Guarantor further agrees that service of process in any such action or proceeding brought in New York may be made upon its agent appointed as provided in Section 10.09(d) of the Credit Agreement.

Pursuant to Section 6. 16(a) 01 of the Credit Guarantee and Security Agreement, the Borrower hereby designates the following Indebtedness as “Designated Indebtedness” under the Guarantee and Security Agreement: MEDLEY CAPITAL CORPORATION By: Name: Title: GUARANTEE ASSUMPTION AGREEMENT dated as of _______, ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a ___________ (the “Additional Subsidiary Guarantor”), in favor of ING Capital LLC, as collateral agent for the Secured Parties under and as defined in the Guarantee and Security Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”). Medley Capital Corporation (the “Borrower”), the Subsidiary Guarantors referred to therein, ING Capital LLC, as administrative agent for the Revolving Lenders referred to therein, ING Capital LLC, as administrative agent for the Term Lenders referred to therein, the Financing Agents or Designated Indebtedness Holders referred to therein, and ING Capital LLC, as collateral agent for the Secured Parties referred to therein, are parties to the Amended and Restated Guarantee, Pledge and Security Agreement dated as of August 31, 2012 (as modified and supplemented and in effect from time to time, the “Guarantee and Security Agreement”) pursuant to which such Subsidiary Guarantors have guaranteed the “Guaranteed Obligations” (as defined therein), and the Borrower and such Subsidiary Guarantors have granted liens in favor of the Collateral Agent as collateral security for the “Secured Obligations” (as defined therein). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed thereto in the Guarantee and Security Agreement. Pursuant to Section 7.05 of the Guarantee and Security Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "“Subsidiary Guarantor" ” and an “Obligor”, under and for all purposes of the Credit Agreement (Guarantee and hereby supplements Schedule IV Security Agreement, and each of the Annexes to the Credit Agreement, as appropriate, as Guarantee and Security Agreement shall be deemed to be supplemented in the manner specified in Appendix A hereto), and an "Obligor" for all purposes of the Pledge and Security Agreement (and hereby supplements Annex[es] 1 [through [9]] to the Pledge and Security Agreement as specified in Appendix B hereto). Without limiting the foregoing, (a) the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the Guaranteed Obligations in the same manner and to the same extent as is provided in Article III Section 3 of the Credit AgreementGuarantee and Security Agreement and (b) as collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Subsidiary Guarantor, the Additional Subsidiary Guarantor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties as provided in the Guarantee and Security Agreement a security interest in all of such Additional Subsidiary Guarantor’s right, title and interest in, to and under the Collateral. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Pledge Guarantee and Security Agreement, Agreement (as of the date hereof) with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Credit Documents Guarantee and Security Agreement included reference to this Agreement, Agreement and hereby irrevocably appoints the Lead Borrower as its agent under the Pledge and Security Agreement, and authorizes the Lead Borrower to take such actions on its behalf, and exercise such powers, as are set as are delegated to the Lead Borrower by the terms thereof (including by reference to the Lead Borrower therein), together with such actions and powers as are reasonably incidental thereto, and the Lead Borrower hereby accepts such appointmentAnnexes hereto. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver any opinions to the Lenders, Secured Parties required to be delivered in connection with the LC Bank execution and the Administrative Agent the opinions referred to in Section 6.16(a) of the Credit Agreementdelivery hereof.