$1,000 Uses in Consolidation, Merger and Sale of Assets Clause

Consolidation, Merger and Sale of Assets from Senior Convertible Note

INDENTURE, dated as of June 3, 2014 (this Indenture), between NEW MOUNTAIN FINANCE CORPORATION, a corporation organized under the laws of Delaware, as issuer (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee hereunder (the Trustee).

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless:

Consolidation, Merger and Sale of Assets from Senior Convertible Note

INDENTURE, dated as of December 21, 2012 (this Indenture), between PROSPECT CAPITAL CORPORATION, a corporation organized under the laws of Maryland, as issuer (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as trustee hereunder (the Trustee).

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless:

Consolidation, Merger and Sale of Assets from Senior Convertible Note

INDENTURE, dated as of April 12, 2011 (this Indenture), between FIFTH STREET FINANCE CORP., a corporation organized under the laws of Delaware, as issuer (the Company), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee hereunder (the Trustee).

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the Successor Company), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) the Company shall have delivered to the Trustee an Officers Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Consolidation, Merger and Sale of Assets from Senior Convertible Note

INDENTURE, dated as of February 18, 2011 (this Indenture), between PROSPECT CAPITAL CORPORATION, a corporation organized under the laws of Maryland, as issuer (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as trustee hereunder (the Trustee).

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the Successor Company), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.