FS Investment Corporation II 8-K 


EXHIBIT
10.1


AMENDMENT NO. 1 TO LOAN AGREEMENT


AMENDMENT NO. 1 TO LOAN AGREEMENT dated
as of October 11, 2016 (this “Agreement”), among Juniata River LLC (the “Company”), the Financing
Providers executing this Agreement on the signature pages hereto, Citibank, N.A., as collateral agent (the “Collateral
Agent”) and as securities intermediary (the “Securities Intermediary”), Virtus Group, LP, as collateral
administrator (the “Collateral Administrator”) and JPMorgan Chase Bank, National Association, as administrative
agent (the “Administrative Agent”).


The Company, the Financing Providers party
thereto, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, and the Administrative Agent are parties
to a Loan Agreement dated as of November 14, 2014 (as amended, modified and supplemented and in effect from time to time, the “Loan
Agreement”).


The parties hereto wish now to amend the
Loan Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:


Section 1. Definitions. Except as
otherwise defined in this Agreement, terms defined in the Loan Agreement are used herein as defined therein. This Agreement shall
constitute a Loan Document for all purposes of the Loan Agreement and the other Loan Documents.


Section 2. Amendments. Subject
to the satisfaction of the conditions precedent in Section 4 below, the Loan Agreement is hereby amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text) and to add the underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in Annex A hereto. References in the Loan Agreement (including references to the Loan Agreement as
amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed to be references to the Loan Agreement as amended hereby.


Section
3. Representations and Warranties. The Company represents and warrants to the Financing Providers and the Administrative
Agent, that (a) the representations and warranties set forth in Article VI of the Loan Agreement (as hereby amended) are true
and correct in all material respects (or if such representation and warranty is already qualified by the words “material”,
“materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct
in all respects) on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date), (b) no Default or Event of Default has occurred
and is continuing, (c) after giving effect to this Agreement, the Concentration Limitations are satisfied and (d) each Portfolio
Investment satisfies the Eligibility Criteria except as otherwise indicated on the Annex B attached hereto.


Section 4. Conditions Precedent.
The amendments set forth in Section 2 hereof shall become effective upon satisfaction of the following conditions:


(a) 


Execution. The Administrative
Agent shall have received counterparts of this Agreement executed by each of the parties hereto.




    	 



    	 



    

 


(b) 


Amendment Fee. The Company
shall have paid the amendment fee contemplated by the Fee Letter to be paid on the date hereof.


(c)


 Fees. The Company
shall have paid all reasonable and documented out-of-pocket costs and expenses of the Agents (including reasonable and documented
fees and expenses of counsel to the Agents) incurred in connection with this Agreement or otherwise accrued and unpaid in connection
with the Loan Agreement (including the amendments thereto).


(d) 


Opinions.
The Administrative Agent shall have received one or more favorable written opinions of Dechert LLP, counsel for the Company,
covering such matters relating to the transactions contemplated hereby as the Administrative Agent shall reasonably request.


(e) 


Officer’s Certificate from
the Company. The Agents shall have received from an authorized officer of the Company a certificate certifying as to and attaching
(i) resolutions of the board of managers (or similar items) approving this Agreement and the transactions contemplated hereby,
(ii) a good standing certificate issued by the applicable Governmental Authority of its jurisdiction of organization and (iii)
the names and true signatures of the officers authorized on its behalf to sign this Agreement.


(f) 


Permitted Transactions. Certain
Portfolio Investments shall have been contributed to the Company and Lehigh River LLC (and all assets and liabilities) thereof
shall be merged into the Company and the Company shall be the surviving entity of such merger and the Company has become the owner
of all Portfolio Investments acquired by the Company by contribution or merger as of the Amendment Effective Date as identified
on Schedule 7 to the Loan Agreement.


(g)  


Certain Acknowledgements
and Search Reports. The Administrative Agent shall have received (a) UCC, tax and judgment lien searches and (b) such other
searches that the Administrative Agent deems appropriate or necessary.


(h) 


Conditions to Purchase. For
the avoidance of doubt, the acquisition of the Portfolio Investments in connection with the Permitted Transactions and this Agreement
shall be a “Purchase” for all purposes of the Loan Agreement and the requirements set forth in Section 1.03 shall have
been satisfied, including, without limitation, that the Compliance Condition shall be satisfied after giving effect to this Agreement
and the related Purchase.


(i) 


Contribution. The Parent shall
have contributed $56,281,611 to the Company on the date hereof and all payments described in the “Flow of Funds” attached
hereto as Annex C shall have been made.


Section 5. Confirmation of Collateral.
The Company (a) confirms its obligations under each of the Loan Documents, (b) confirms that its obligations under the Loan Agreement
as amended hereby are entitled to the benefits of the pledge set forth in the Loan Agreement and (c) confirms that its obligations
under the Loan Agreement as amended hereby constitute Secured Obligations. Each party, by its execution of this Agreement, hereby
confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be
entitled to the benefits of the grant of security interests set forth in the Loan Agreement.




    	 



    	 



    

 


Section 6. Miscellaneous. Except
as herein provided, the Loan Agreement shall remain unchanged and in full force and effect. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be
effective as delivery of a manually executed counterpart hereof. This Agreement and any right, remedy, obligation, claim, controversy,
dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall
be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles
that would lead to the application of laws other than the law of the State of New York. EACH OF THE COMPANY, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, THE SECURITIES INTERMEDIARY, THE COLLATERAL ADMINISTRATOR AND THE FINANCING PROVIDERS PARTY HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed and delivered as of the day and year first above written.


	 	JUNIATA RIVER LLC, as Company
	 	 
	 	By:	/s/ Gerald F. Stahlecker
	 	 	Name:	Gerald F. Stahlecker
	 	 	Title:	Executive Vice President
	 	 	 	 
	 	JPMorgan Chase Bank, National

Association, as Administrative Agent 
	 	 
	 	By:	/s/ Louis Cerrotta
	 	 	Name:	Louis Cerrotta
	 	 	Title:	Executive Director
	 	 	 	 
	 	CITIBANK, N.A., as Collateral Agent
	 	 
	 	By:	/s/ Jennifer Parker
	 	 	Name:	Jennifer Parker
	 	 	Title:	Vice President
	 	 	 	 
	 	CITIBANK, N.A., as Securities Intermediary
	 	 
	 	By:	/s/ Jennifer Parker
	 	 	Name:	Jennifer Parker
	 	 	Title:	Vice President
	  	 	 	 
	 	VIRTUS GROUP, LP, as Collateral Administrator
	 	 
	 	By:   	/s/ Joseph U. Elsion
	 	 	Name:   	Joseph U. Elsion
	 	 	Title:	Partner
	 	 	 	 




    	 



    	 



    

 


	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Lender
	 	 
	 	By:   	/s/ Louis Cerrotta
	 	 	Name:   	Louis Cerrotta
	 	 	Title:	Executive Director


 






     


     


    

 

ANNEX A


 


 



 


LOAN AGREEMENT


dated as of


November 14, 2014


among


JUNIATA RIVER LLC


the Financing Providers party hereto


the Collateral Administrator, Collateral
Agent and Securities Intermediary party hereto


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


as Administrative Agent


 



 


 




    	 



    	 



    

Table
of Contents


	 	 	Page
	ARTICLE I THE PORTFOLIO INVESTMENTS	20
	Section 1.01.	Purchases of Portfolio Investments	20
	Section 1.02.	Procedures for Purchases and Related Financings	21
	Section 1.03.	Conditions to Purchases	21
	Section 1.04.	Sales of Portfolio Investments	22
	Section 1.05.	Review of Portfolio Investments	24
	Section 1.06.	Deposits and Contributions by Parent	25
	ARTICLE II THE FINANCINGS	25
	Section 2.01.	Financing Commitments	25
	Section 2.02.	First Advance; Ramp-Up Period; Upsize Advance	25
	Section 2.03.	Financings; Use of Proceeds	26
	Section 2.04.	Other Conditions to Financings	27
	ARTICLE III ADDITIONAL TERMS APPLICABLE TO THE FINANCINGS	28
	Section 3.01.	The Advances	28
	Section 3.02.	General	30
	Section 3.03.	Taxes	30
	Section 3.04.	Mitigation Obligations	34
	ARTICLE IV COLLECTIONS AND PAYMENTS	35
	Section 4.01.	Interest Proceeds	35
	Section 4.02.	Principal Proceeds	36
	Section 4.03.	Principal and Interest Payments; Prepayments	36
	Section 4.04.	Payments Generally	38
	Section 4.05.	CE Cure Account	38
	Section 4.06.	Lehigh River LLC Accounts	38
	ARTICLE V [RESERVED]	39
	ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS	39
	Section 6.01.	Representations and Warranties	39
	Section 6.02.	Representations Regarding the Portfolio Investments	42
	 	 	 




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Table
of Contents


(continued)


	 	 	Page
	Section 6.03.	Covenants of the Company	43
	Section 6.04.	Amendments, Etc.	50
	ARTICLE VII EVENTS OF DEFAULT	51
	ARTICLE VIII ACCOUNTS; COLLATERAL SECURITY	53
	Section 8.01.	The Accounts; Agreement as to Control	53
	Section 8.02.	Collateral Security; Pledge; Delivery	55
	Section 8.03.	Accountings	58
	Section 8.04.	Additional Reports	58
	ARTICLE IX THE AGENTS	59
	Section 9.01.	Appointment of Administrative Agent and Collateral Agent	59
	Section 9.02.	Additional Provisions Relating to the Collateral Agent and the Collateral Administrator	62
	ARTICLE X MISCELLANEOUS	65
	Section 10.01.	Non-Petition	65
	Section 10.02.	Notices	65
	Section 10.03.	No Waiver	65
	Section 10.04.	Expenses; Indemnity; Damage Waiver	66
	Section 10.05.	Amendments	67
	Section 10.06.	Confidentiality	67
	Section 10.07.	Non-Recourse	68
	Section 10.08.	Successors; Assignments	68
	Section 10.09.	Governing Law; Submission to Jurisdiction; Etc.	70
	Section 10.10.	Counterparts	71
	Section 10.11.	Headings	71
	Section 10.12.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	71


 




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	Schedules	 
	 	 
	Schedule 1	Transaction Schedule
	Schedule 2	Contents of Approval Requests
	Schedule 3	Eligibility Criteria
	Schedule 4	Concentration Limitations
	Schedule 5	[RESERVED]
	Schedule 6	Form of Position Report
	Schedule 7	Amendment Effective Date Portfolio Investments
	 	 
	Exhibit	 
	 	 
	Exhibit A	Form of Request for Advance
	Exhibit B	Moody’s Industry Classification Groups


 




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LOAN AGREEMENT
dated as of November 14, 2014 (as amended by Amendment No. 1, and as further amended, supplemented or otherwise modified from time
to time, this “Agreement”) among JUNIATA RIVER LLC, a Delaware limited liability company, as borrower (the “Company”);
the Financing Providers party hereto; Citibank, N.A. (“Citibank”), in its capacity as collateral agent (in such
capacity, the “Collateral Agent”); Virtus Group, LP, in its capacity as collateral administrator (in such capacity,
the “Collateral Administrator”); Citibank, in its capacity as securities intermediary (in such capacity, the
“Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing
Providers hereunder (in such capacity, the “Administrative Agent”).


The Company, a special
purpose vehicle wholly owned and managed by FS Investment Corporation II, which in turn is advised by FSIC II Advisor, LLC and
sub-advised by GSO / Blackstone Debt Funds Management LLC, wishes to accumulate certain loans and other debt securities (the “Portfolio
Investments”), all on and subject to the terms and conditions set forth herein.


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


Furthermore, on or
about the date hereof, the Company intends to acquire certain Portfolio Investments pursuant to a Purchase Agreement (the “Sale
Agreement”), dated on or about the date hereof, between the Company and FS Investment Corporation II (the “Parent”).


Accordingly, the
parties hereto agree as follows:


Defined Terms


Except as otherwise
provided in this Agreement, whenever used herein, the following words and phrases, unless the context otherwise requires, shall
have the following meanings


“Account”
has the meaning ascribed to it in Section 8.01(a).


“Administrative
Agent” has the meaning ascribed to it in the preamble.


“Advances”
has the meaning ascribed to it in the preamble.


“Adverse
Claim” means any claim of ownership or any Lien, title retention, trust or other charge or encumbrance, or other type
of preferential arrangement having the effect or purpose of creating a Lien, other than Permitted Liens.




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


“Affiliate”
means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with,
such Person (whether by virtue of ownership, contractual rights or otherwise). For the purposes of this definition, “control”
shall mean the possession, directly or indirectly (including through affiliated entities), of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise,
and the terms “controlling” and “controlled” shall have meanings correlative thereto.


“Agent” has the meaning
ascribed to it in Section 9.01.


“Agent Business Day”
means any day on which commercial banks and foreign exchange markets settle payments in each of New York City and the city in which
the corporate trust office of the Collateral Agent is located.


“Agreement”
has the meaning ascribed to it in the preamble.


“Amendment”
has the meaning ascribed to it in Section 6.04.


“Amendment
Effective Date” means the effective date of Amendment No. 1.


“Amendment
No. 1” means that certain Amendment No. 1 to Loan Agreement dated as of October 11, 2016.


“Annual
Cap” has the meaning ascribed to it in Section 9.02(e).


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


“Applicable
Law” means, for any Person, all existing and future laws, rules, regulations (including temporary and final income tax
regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental
Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator
or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.


“Applicable
Margin” has the meaning ascribed to it in the Fee Letter.


“Approval
Request” has the meaning ascribed to it in Section 1.02(a).




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“Approved”
means, with respect to an Approval Request relating to any Portfolio Investment for which the Administrative Agent has received
all requested follow-up information, within ten (10) Business Days succeeding the latest date on which it received such Approval
Request or follow-up information it has requested, the Administrative Agent has notified the Investment Manager and the Company
that the Administrative Agent is approving the purchase of such Portfolio Investment. For the avoidance of doubt, an Approval Request
shall not be deemed “not Approved” until such ten (10) Business Day period has elapsed.


“Asset Based
Loan” means any loan that (i) was underwritten primarily on the appraised value of the assets securing such Loan and
(ii) is governed by a borrowing base.


“Base Rate”
shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 0.5%. Any change in the Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.


“Business
Day” means any day on which commercial banks are open in New York City; provided that, with respect to any provisions
herein relating to the setting of LIBOR, “Business Day” shall be deemed to exclude any day on which banks are required
or authorized to be closed in London, England.


“Calculation
Period” means the period from the date on which the First Advance is made hereunder to but excluding April 15, 2015,
and each successive quarterly period ending on January 15, April 15, July 15 and October 15 of each year during the term of this
Agreement (or, (i) if such date is not a Business Day, then the prior Business Day, and (ii) in the case of the last Calculation
Period, if the last Calculation Period does not end a Calculation Period Start Date, the period from and including the preceding
Calculation Period Start Date to but excluding the Maturity Date).


“Calculation
Period Start Date” means a quarterly anniversary of the date of the First Advance hereunder.


“Cash Flow
Report” has the meaning ascribed to it in Section 8.03(a).


“CE Cure
Account” has the meaning ascribed to it in Section 8.01(a).


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


“Change
of Control” means FS Investment Corporation II shall no longer be the sole equityholder of the Company; provided, however,
that a merger of FS Investment Corporation II with another business development company sponsored by Franklin Square Holdings,
L.P. or other fundamental change transaction the result of which effectively combines the ownership and/or assets of FS Investment
Corporation II and a business development company sponsored by Franklin Square Holdings, L.P., or merges or consolidates their
respective collateral advisors or sub-advisors shall not constitute a Change of Control.




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“Citibank”
has the meaning ascribed to it in the preamble.


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


“Collateral”
has the meaning ascribed to it in Section 8.02.


“Collateral
Administration Agreement” means the collateral administration agreement, dated on or about the date hereof, among the
Company, the Administrative Agent, the Investment Manager and the Collateral Administrator.


“Collateral
Administrator” has the meaning ascribed to it in the preamble.


“Collateral
Agent” has the meaning ascribed to it in the preamble.


“Company”
has the meaning ascribed to it in the preamble.


“Company
LLC Agreement” means the amended and restated limited liability company agreement of Juniata River LLC, dated November
14, 2014.


“Compliance
Condition” means, on any date of determination, a condition that is satisfied if the principal amount of then outstanding
Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but not settled) minus
the Market Value of amounts then on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds
and Excess Interest Proceeds, is less than or equal to 53% of the Net Asset Value.


“Concentration
Limitations” has the meaning ascribed to it in Schedule 4.


“Corporate
Bonds” means debt securities issued by corporations.


“Coverage
Event” means (A) the occurrence of both of the following events: (i) the Administrative Agent shall have determined and
notified the Investment Manager in writing as of any date that the Net Asset Value does not equal or exceed the product of (a)
the Market Value Trigger specified on the Transaction Schedule and (b)(x) the principal amount of the outstanding Advances (assuming
that Advances have been made for any outstanding Purchase Commitments which have traded but not settled) minus (y) the Market
Value of amounts then on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds and
Excess Interest Proceeds; provided that, solely for the purposes of calculating the Net Asset Value under this clause (A)(i),
the Market Value for any Portfolio Investment shall not be greater than the par amount thereof; and (ii) a Coverage Event Cure
Failure or (B) if in connection with any Coverage Event Cure, a Portfolio Investment sold, contributed or deemed to have been contributed
to the Company shall fail to settle within (1) fifteen (15) Business Days from the related Trade Date thereof with respect to Portfolio
Investments consisting of loans, and (2) three (3) Business Days from the related Trade Date thereof with respect to Portfolio
Investments consisting of Corporate Bonds or, in each case, in such longer period as may be agreed to by the Administrative Agent
in its sole discretion; provided that, the failure of such sale, contribution or deemed contribution to settle within the
applicable time frame shall not constitute a “Coverage Event” if the condition set forth in clause (A)(i) of this definition
of “Coverage Event” is otherwise satisfied at the end of such time frame.




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“Coverage
Event Cure” means, on any date of determination, (i) the contribution by Parent of cash to the Company (which shall be
deposited in the CE Cure Account) or, with the consent of the Administrative Agent, additional Portfolio Investments to the Company
and the pledge and Delivery thereof by the Company to the Collateral Agent pursuant to the terms hereof, (ii) the prepayment by
the Company of an aggregate principal amount of Advances (together with accrued and unpaid interest thereon) or (iii) any combination
of the foregoing clauses (i) and (ii), in each case during the Coverage Event Cure Period and in an amount such that the Net Asset
Value exceeds the product of (a) the Market Value Trigger specified on the Transaction Schedule and (b)(x) the principal amount
of the outstanding Advances (assuming that Advances have been made for any outstanding Purchase Commitments which have traded but
not settled) minus (y) the Market Value of amounts then on deposit in the Accounts (including cash and Eligible Investments)
representing Principal Proceeds and Excess Interest Proceeds; provided that, any Portfolio Investment contributed or deemed
to be contributed to the Company in connection with the foregoing must meet all of the applicable Eligibility Criteria (unless
otherwise consented to by the Administrative Agent); and provided further, that solely for the purposes of the calculation
set forth above, when determining the Net Asset Value, the Market Value for any Portfolio Investment shall not be greater than
the par amount thereof. In connection with any Coverage Event Cure, a Portfolio Investment shall be deemed to have been sold or
contributed to the Company, as applicable, if there has been a valid, binding and enforceable contract for the assignment of such
Portfolio Investment and, in the reasonable judgment of the Investment Manager, such assignment will settle within (1) fifteen
(15) Business Days from the related Trade Date thereof with respect to Portfolio Investments consisting of loans and (2) three
(3) Business Days from the related Trade Date thereof with respect to Portfolio Investments consisting of Corporate Bonds; for
the avoidance of doubt, a Portfolio Investment will not be deemed to have been sold or contributed in connection with such Coverage
Event Cure if such assignment does not settle within its respective timeframe.


“Coverage
Event Cure Failure” means each of (i) the inability of the Company to demonstrate (as determined in the sole discretion
of the Administrative Agent), prior to the end of the applicable Coverage Event Cure Period, the non-existence of a Coverage Event
(whether due to an increase in the Net Asset Value during the Coverage Event Cure Period or otherwise) and (ii) the failure by
the Company to effect a Coverage Event Cure as set forth in the definition of such term.


“Coverage
Event Cure Period” means the period commencing on the Business Day on which the Administrative Agent notifies the Investment
Manager (which such notice shall be given by the Administrative Agent prior to 2:00 p.m., New York City time, on any Business Day,
and if not given by such time, such notice shall be deemed to have been given on the next succeeding Business Day) of the occurrence
of the events set forth in clause (A)(i) of the definition of the term Coverage Event and ending at (x) the close of business in
New York one (1) Business Day thereafter or (y) such later date and time as may be agreed to by the Administrative Agent in its
sole discretion.




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“Credit
Risk Parties” has the meaning ascribed to it in Article VII.


“Current
Pay Obligation” means any Portfolio Investment that is in default but as to which no payments are due and payable that
are unpaid and with respect to which the Investment Manager has certified to the Administrative Agent (with a copy to the Collateral
Administrator and the Collateral Agent) in writing that it believes, in its reasonable business judgment, that (a) the issuer or
obligor of such Portfolio Investment will continue to make scheduled payments of interest thereon and will pay the principal thereof
by maturity or as otherwise contractually due, or (b) if the issuer or obligor is subject to a bankruptcy proceeding, it has been
the subject of an order of a bankruptcy court that permits it to make the scheduled payments on such Portfolio Investment and all
interest and principal payments due thereunder have been paid in cash when due.


“Custodial
Account” has the meaning ascribed to it in Section 8.01(a).


“Default”
has the meaning ascribed to it in Section 1.03.


“Delayed
Funding Term Loan” means any Portfolio Investment that (a) requires the holder thereof to make one or more future advances
to the obligor under the Underlying Instruments relating thereto, (b) specifies a maximum amount that can be borrowed on one or
more fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the obligor thereunder;
but any such loan will be a Delayed Funding Term Loan only to the extent of undrawn commitments and only until all commitments
by the holders thereof to make advances to the obligor thereon expire or are terminated or reduced to zero.


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


(1) 


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


(2) 


in the case of each
general intangible (including any participation interest that is not, or the debt underlying which is not, evidenced by an instrument),
by notifying the obligor thereunder of the security interest of the Collateral Agent; provided the Company shall not be
required to notify the obligor unless an Event of Default has occurred and is continuing or a Coverage Event shall have occurred;


(3) 


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




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(4) 


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


(5) 


with respect to the
security interest granted pursuant to Section 8.02, by filing or causing the filing of a financing statement with respect to such
Collateral with the Delaware Secretary of State.


“Designated
Email Notification Address” means andrew.jordan@gsocap.com and ken.miller@fsinvestments.com, provided that, so long as
no Event of Default shall have occurred and be continuing, Parent may, upon at least five (5) Business Day’s written notice
to the applicable Agent, designate any other email address with respect to Parent as the Designated Email Notification Address.


“Designated
Independent Broker-Dealer” means JPMorgan Securities LLC; provided that, so long as no Coverage Event shall have
occurred and no Event of Default shall have occurred and be continuing, Parent may, upon at least five (5) Business Day’s
written notice to the applicable Agent, designate another Independent Broker-Dealer as the Designated Independent Broker-Dealer;
provided further that, with respect to the proposed sale of a Portfolio Investment, no other Independent Broker-Dealer may
be designated as the Designated Independent Broker-Dealer without the consent of the Administrative Agent.


“Effective
Date” has the meaning ascribed to it in Section 2.04.


“Eligibility
Criteria” means the eligibility criteria set forth in Schedule 3.


“Eligible
Assignee” means at the time of any relevant assignment pursuant to Section 10.08 (i) an Affiliate of the related assignor,
(ii) a bank, (iii) an insurance company or (iv) any Person, other than, in the case of this clause (iv), (a) any Person primarily
engaged in the business of private investment management as a business development company, mezzanine fund, private debt fund,
hedge fund or private equity fund, which is in direct or indirect competition with the Company, the Investment Manager or the sub-advisor
of the Investment Manager, or any Affiliate thereof that is an investment advisor, (b) any Person controlled by, or controlling,
or under common control with, or which is a sponsor of, a Person referred to in clause (a) above, or (c) any Person for which a
Person referred to in clause (a) above serves as an investment advisor with discretionary investment authority.


“Eligible
Investments” means any (a) cash or (b) dollar denominated investment that, at the time it, or evidence of it, is Delivered
to the Collateral Agent (directly or through an intermediary or bailee), is one or more of the following obligations or securities:




    	-7-



    	 



    

 


(i) 


direct Registered
debt obligations of, and Registered debt obligations the timely payment of principal and interest on which is fully and expressly
guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of
which are expressly backed by the full faith and credit of the United States of America that satisfies the Eligible Investment
Required Ratings at the time of such investment or contractual commitment providing for such investment; provided, notwithstanding
the foregoing, the following securities shall not be Eligible Investments: (i) General Services Administration participation certificates;
(ii) U.S. Maritime Administration guaranteed Title XI financing; (iii) Financing Corp. debt obligations; (iv) Farmers Home Administration
Certificates of Beneficial Ownership; and (v) Washington Metropolitan Area Transit Authority guaranteed transit bonds;


(ii) 


demand and time
deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances issued by, or federal funds sold by any
depository institution or trust company incorporated under the laws of the United States of America (including Citibank) or any
state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as the commercial
paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository
institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such
investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;


(iii) 


unleveraged repurchase
obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed by an
agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company
(acting as principal) described in clause (ii) above or entered into with an entity (acting as principal) with, or whose parent
company has, the Eligible Investment Required Ratings;


(iv) 


Registered debt
securities bearing interest or sold at a discount with maturities up to 365 days (but in any event such securities will mature
by the next succeeding Interest Payment Date) issued by any entity formed under the laws of the United States of America or any
State thereof that have a S&P Rating of “AA” at the time of such investment or contractual commitment providing
for such investment;


(v) 


commercial paper
or other short-term debt obligations with the Eligible Investment Required Ratings and that either bear interest or are sold at
a discount from the face amount thereof; provided that this clause (v) will not include extendible commercial paper or asset backed
commercial paper; and


(vi) 


money market funds which have, at the time of such reinvestment,
a credit rating of “AAAm” by S&P;


provided that Eligible Investments shall not include
(a) any interest-only security, any security purchased at a price in excess of 100% of the par value thereof or any security whose
repayment is subject to substantial non-credit related risk as determined in the sole judgment of the Asset Manager, or (b) any
security whose rating assigned by Standard & Poor’s includes the subscript “f”, “p”, “q”,
“pi”, “r”, “sf” or “t”. Eligible Investments may include those investments with
respect to which Citibank or an Affiliate of Citibank is an obligor or provides services.




    	-8-



    	 



    

 
 “Eligible
Investment Required Ratings” means a long-term senior unsecured debt rating of at least “A” and a short-term
credit rating of at least “A-1” by S&P (or, if such institution has no short-term credit rating, a long-term senior
unsecured debt rating of at least “A+” by S&P).


“Eligible
Jurisdictions” means Canada, Cayman Islands, Germany, Ireland, Luxembourg, Sweden, Switzerland, The Netherlands, the
United Kingdom and the United States.


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended.


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


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


“Events
of Default” has the meaning ascribed to it in Article VII.


“Excess
Concentration Amount” means, as of any date of determination, the sum, without duplication, of the Market Value of each
Portfolio Investment, if any, that is in excess of any Concentration Limitations. If multiple Portfolio Investments are in excess
of the Concentration Limitations, then from those Portfolio Investments, the Company may select the Portfolio Investments to be
counted above, provided that, absent a selection by the Company, Portfolio Investments with the lowest Market Values shall be counted
above until the Concentration Limitations are satisfied.


“Excess
Interest Proceeds” means, at any time of determination, the excess of (1) amounts then on deposit in the Accounts representing
Interest Proceeds over (2) the sum of (a) the projected amount required to be paid pursuant to Section 4.03(b) on the next Interest
Payment Date plus (b) $30,000, in each case, as determined by the Company in good faith and in a commercially reasonable
manner and verified by in the case of clause (1) the Collateral Agent and otherwise by the Administrative Agent.




    	-9-



    	 



    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by gross or net income (however denominated), franchise Taxes and
branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal
office or its applicable lending office (or relevant office for receiving payments from or on account of the Company or making
funds available to or for the benefit of the Company) located in, the jurisdiction imposing such Tax (or any political subdivision
thereof), (b) Other Connection Taxes, (c) U.S. federal withholding Taxes on amounts payable to or for the account of such Recipient
that are or would be required to be withheld pursuant to a law in effect on the date on which (i) such Recipient acquires an interest
in the Financing Commitment or Advance or becomes the Administrative Agent or (ii) such Recipient changes its office for receiving
payments by or on account of the Company or making funds available to or for the benefit of the Company, except in each case to
the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to such Recipient’s assignor
immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its office for receiving
payments by or on account of the Company or making funds available to or for the benefit of the Company, (d) Taxes attributable
to such Lender’s failure to comply with Section 3.03(f), (e) any U.S. federal withholding Taxes imposed under FATCA and (f)
U.S. backup withholding Taxes.


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


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%)
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected
by it.


“Fee Letter”
means the fee letter, dated on or about the date hereof, among the Lender, the Administrative Agent and the Company, as amended,
supplemented or otherwise modified from time to time.


“Financing
Commitment” means, with respect to each Financing Provider and each type of Financing available hereunder at any time,
the commitment of such Financing Provider to provide such type of Financing to the Company hereunder in an amount up to but not
exceeding the portion of the applicable financing limit set forth on the Transaction Schedule that is held by such Financing Provider
at such time.


“Financing
Providers” has the meaning ascribed to it in the preamble.


“Financings”
has the meaning ascribed to it in the preamble.


“First Advance”
has the meaning ascribed to it in Section 2.02(a).


“Foreign
Lender” means a Lender that is not a U.S. Person.


“Foreign
Subsidiary” means (i) any Subsidiary that is not incorporated or organized under the laws of a State within the United
States of America or the District of Columbia, and that is a “controlled foreign corporation” within the meaning of
Section 957 of the Code with respect to which the Company is a “US Shareholder” within the meaning of Section 951(b)
of the Code, or (ii) any Subsidiary all or substantially all of the assets of which are stock or stock equivalents of, or debt
interests in, one or more Subsidiaries described in clause (i) above.




    	-10-



    	 



    

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


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


“Indebtedness”
as applied to any Person, means, without duplication, (i) all obligations of such Person for borrowed money; (ii) all obligations
of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments; (iii) all obligations
of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary
course of business; (iv) all obligations of such Person as lessee under capital leases; (v) all non-contingent obligations of such
Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance
or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed
by such Person; and (vii) all debt of others guaranteed by such Person and other contingent obligations to purchase, to provide
funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss.


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of the Company under this Agreement and (b) to the extent not otherwise described in (a), Other Taxes.


“Indemnitee”
has the meaning ascribed to it in Section 10.04(b).


“Independent
Bid” means a firm bid for the full amount of the relevant Portfolio Investment from an Independent Broker-Dealer.


“Independent
Broker-Dealer” means any of the following (as such list may be revised from time to time by mutual agreement of the Company
and the Administrative Agent): Bank of America/Merrill Lynch, Barclays Bank, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank,
Goldman Sachs, Morgan Stanley, Nomura, Royal Bank of Scotland, UBS, any Affiliate of any of the foregoing, but in no event including
the Company or any Affiliate of the Company.


“Ineligible
Investment” means, from time to time, any Portfolio Investment that fails, at such time, to satisfy the Eligibility Criteria;
provided, that, with respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the
criteria set forth on Schedule 3 pursuant to Section 1.03 in its Approval of such Portfolio Investment, the Eligibility Criteria
in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any time after such Approval and
such Portfolio Investment shall not be considered an “Ineligible Investment” by reason of its failure to meet such
waived criteria.




    	-11-



    	 



    

 
 “Ineligible
Person” has the meaning ascribed to it in Section 10.08(b).


“Information”
means all information received from the Company or the Investment Manager relating to the Company or its business or any obligor
in respect of any Portfolio Investment.


“Interest
Collection Account” has the meaning ascribed to it in Section 8.01(a).


“Interest
Payment Date” means January 25, April 25, July 25 and October 25 of each year during the term of this Agreement or if
such date is not a Business Day, then the succeeding Business Day commencing April 25, 2015.


“Interest
Proceeds” means all payments of interest received by the Company in respect of the Portfolio Investments and Eligible
Investments (in each case other than accrued interest purchased by the Company, but including proceeds received from the sale of
interest accrued after the date on which the Company acquired the related Portfolio Investment), all other payments on the Eligible
Investments (for the avoidance of doubt, such other payments shall not include principal payments (including without limitation
prepayments, repayments or sale proceeds) with respect to Eligible Investments acquired with Principal Proceeds) and all payments
of fees and other similar amounts received by the Company or deposited into any of the Accounts (including commitment fees, facility
fees, late payment fees, prepayment premiums, amendment fees and waiver fees, but excluding syndication or other up-front fees
and administrative agency or similar fees); provided, however, that for the avoidance of doubt, Interest Proceeds
shall not include amounts or Eligible Investments in the CE Cure Account or any proceeds therefrom.


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


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


“Investment
Manager” means FS Investment Corporation II, a Maryland corporation.


“IRS”
means the United States Internal Revenue Service.


“JPMCB”
has the meaning ascribed to it in the preamble.


“Lender”
means a Financing Provider with a Financing Commitment to make Advances hereunder or who has Advances outstanding hereunder.




    	-12-



    	 



    

 


“Letter
of Credit” means a facility whereby (i) a fronting bank issues or will issue a letter of credit for or on behalf of a
borrower, (ii) if the letter of credit is drawn upon, and the borrower does not reimburse the letter of credit agent bank, the
lender/participant is obligated to fund its portion of the facility, and (iii) the letter of credit agent bank passes on (in whole
or in part) the fees and any other amounts it receives for providing the letter of credit to the lender.


“LIBO Rate”
means, for each Calculation Period, the greater of (A) 0.00% and (B)(i) the rate per annum equal to the offered rate which appears
on the page of the Reuters Screen which displays an average Inter-continental Exchange Benchmark Administration Ltd. Interest Settlement
Rate for dollar deposits (for delivery on the first day of such Calculation Period) with a term equivalent to the LIBOR Period,
determined as of approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Calculation Period,
or (ii) if the rate referenced in the preceding clause (B)(i) does not appear on such page or service or if such page or service
shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service which displays an average Intercontinental Exchange Benchmark Administration Ltd. Interest
Settlement Rate for dollar deposits (for delivery on the first day of such Calculation Period) with a term equivalent to the LIBOR
Period, determined as of approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Calculation
Period. The LIBO Rate shall be determined by the Administrative Agent (and notified to the Collateral Administrator), and such
determination shall be conclusive absent manifest error.


“LIBOR Period”
has the meaning ascribed to it in the Fee Letter.


“Lien”
means any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind, including tax liens, mechanics’
liens and any liens that attach by operation of law.


“Loan/Assignment
Agreement” has the meaning ascribed to it in Section 8.01(a).


“Loan Documents”
has the meaning ascribed to it in Section 2.04(b).


“Margin
Stock” has the meaning provided such term in Regulation U of the Board of Governors of the Federal Reserve Board.


“Market
Value” means, on any date of determination, (i) with respect to each Portfolio Investment held by the Company that is
a Senior Secured Loan or a Second Lien Loan, the aggregate outstanding amount of such Portfolio Investment multiplied by, (x) the
indicative bid-side price determined by LoanX, Inc. or (y) if the Administrative Agent determines in its sole discretion that the
indicative bid-side price to be obtained in clause (x) above is unavailable or is not indicative of the actual current market value,
the market value of such Senior Secured Loan or Second Lien Loan as determined by the Administrative Agent in good faith and in
a commercially reasonable manner, after taking into consideration observable trading levels while accounting for size; (ii) with
respect to any other Portfolio Investment or Eligible Investment (other than cash) held by the Company, the aggregate outstanding
amount of such Portfolio Investment or Eligible Investment multiplied by the market value (expressed as a percentage) of such Portfolio
Investment or Eligible Investment as determined by the Administrative Agent in good faith and in a commercially reasonable manner;
and (iii) with respect to any cash held by the Company, the amount of such cash; provided, however, a Portfolio Investment
shall have a Market Value of $0 if (i) the related Approval Request was not Approved by the Administrative Agent or (ii) it is
an Ineligible Investment. Except as otherwise herein expressly provided, the Market Value for any Portfolio Investment or Eligible
Investment shall not be greater than the par amount thereof. So long as no Coverage Event has occurred or Event of Default has
occurred and is continuing, the Borrower shall have the right to initiate a dispute of the Market Value of certain Portfolio Investments
as set forth in Section 1.05(b) and Market Value may then be determined in accordance with Section 1.05(b).




    	-13-



    	 



    

 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial
or otherwise, of the Company or the Investment Manager, (b) the ability of the Company or the Investment Manager to perform
its obligations under this Agreement or any of the other Loan Documents or (c) the rights of or benefits available to the
Administrative Agent or the Lenders under this Agreement or any of the other Loan Documents;


“Material
Amendment” means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment
of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable
hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any
other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date
of expiration of any Financing Commitment, (iv) changes any provision in a manner that would alter the pro rata sharing of payments
required hereby, or (v) changes any of the provisions of Section 10.08 or the definition of “Required Financing Providers”
or any other provision hereof specifying the number or percentage of Financing Providers required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder.


“Maturity
Date” means the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule,
(2) the date on which the Secured Obligations become due and payable following the occurrence of an Event of Default under Article
VII and (3) the date specified for optional redemption in full in the written notice delivered pursuant to Section 4.03.


“Minimum
Facility Amount” means $650,000,000.


“Moody’s
Classified Industry” means an industry classified by a given Moody’s Industry Classification Group.


“Moody’s
Industry Classification Group” has the meaning set forth in Exhibit B hereto.


“Net Asset
Value” means the sum of the Market Value of each Portfolio Investment (both owned and in respect of which there are outstanding
Purchase Commitments which have traded but not settled) in the Portfolio that is not (x) an Ineligible Investment or (y) a Portfolio
Investment which has traded but not settled within (1) fifteen (15) Business Days from the related Trade Date thereof with respect
to Portfolio Investments consisting of loans or participation interests in loans and (2) three (3) Business Days from the related
Trade Date thereof with respect to Portfolio Investments consisting of Corporate Bonds minus the Excess Concentration Amount.




    	-14-



    	 



    

 


“Net Purchased
Loan Balance” means, as of any date of determination, an amount equal to (a) the aggregate principal balance of all Portfolio
Investments acquired by the Company prior to such date minus (b) the aggregate principal balance of all Portfolio
Investments (other than Warranty Portfolio Investments) repurchased by the Parent or an Affiliate thereof prior to such date.


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


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from the execution,
delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise
with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment, grant of a participation, designation
of a new office for receiving payments by or on account of a Recipient.


“Parent”
has the meaning ascribed to it in the preamble.


“Partial
Early Prepayment Eligibility Event” means the occurrence of a change in rating agency policy or law relating to leverage
(including, without limitation, relating to leverage ratio requirements in respect of the Parent necessary for the Parent to (i)
comply with Applicable Law or (ii) maintain any rating (whether public or private) of the Parent) that could reasonably be expected
to materially and adversely affect the Parent.


“Participant”
has the meaning ascribed to it in Section 10.08(c).


“Participant
Register” has the meaning ascribed to it in Section 10.08(d).


“Participation
Agreement” means the participation agreement, dated as of January 23, 2015, between the Parent and the Company.


“Permitted
Distribution” means, only during the Reinvestment Period:


(a) 


distributions of Interest
Proceeds (at the discretion of the Company) (i) to Parent (or other permitted equity holders of the Company) or (ii) to the Investment
Manager in respect of accrued management fees payable in accordance with the Investment Management Agreement; provided
that amounts may be distributed pursuant to this paragraph (a) only to the extent of available Excess Interest Proceeds and so
long as after giving effect to any such distribution, the Compliance Condition is satisfied and would be satisfied after funding
any outstanding purchase commitments; and




    	-15-



    	 



    

 


(b) 


distributions of Principal
Proceeds to Parent (or other permitted equity holders of the Company) so long as after giving effect to any such distribution,
the Compliance Condition is satisfied and would be satisfied after funding any outstanding purchase commitments. Parent may contribute
Portfolio Investments to the Company in order to enable the Company to satisfy the foregoing conditions of this paragraph (b);
provided that (i) the Company’s purchase of any such Portfolio Investments must be made in compliance with the provisions
set forth in Section 1.02 and (ii) the Market Value of such Portfolio Investments shall be $0 unless the Administrative Agent approves
such purchase.


“Permitted
Lien” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be
contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with
GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s,
mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of
law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) with respect to
any collateral underlying a Portfolio Investment, the Lien in favor of the Company herein and Liens permitted under the Underlying
Instruments, (d) as to agented Portfolio Investments, Liens in favor of the agent on behalf of all the lenders of the related obligor,
and (e) Liens granted pursuant to or by the Transaction Documents.


“Permitted
Transaction” means (i) the contribution to the Company of the Portfolio Investments set forth on Schedule 7 hereto and
(ii) the merger of Lehigh River LLC with the Company, in each case, on or prior to the Amendment Effective Date. For the avoidance
of doubt, the Purchase occurring in connection with the Permitted Transactions is Approved.


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


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


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


“Portfolio”
has the meaning ascribed to it in Section 1.01.


“Portfolio
Investments” has the meaning ascribed to it in the preamble.


“Position
Report” has the meaning ascribed to it in Section 8.03(a).


“Possessory
Collateral” means Portfolio Investments consisting of money or instruments.


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


“Principal
Collection Account” has the meaning ascribed to it in Section 8.01(a).




    	-16-



    	 



    

 


“Principal
Proceeds” means all amounts received by the Company with respect to the Portfolio Investments or any other Collateral,
and all amounts otherwise on deposit in the Accounts (including cash contributed by the Company), in each case other than Interest
Proceeds.


“Proceedings”
has the meaning ascribed to it in Section 10.09(b).


“Purchase”
has the meaning ascribed to it in Section 1.01.


“Purchase
Commitment” has the meaning ascribed to it in Section 1.02(a).


“Ramp-Up
Period” means the period from and including the Effective Date to, but excluding, February 14, 2015.


“Recipient”
means any Agent and any Lender, as applicable.


“Register”
has the meaning ascribed to it in Section 3.01(c).


“Registered”
means a debt obligation that is issued after July 18, 1984, and that is in registered form within the meaning of Section 881(c)(2)(B)(i)
of the Code and the United States Treasury regulations promulgated thereunder, provided that an interest in a grantor trust will
be considered to be Registered if such interest is in registered form and each of the obligations or securities held by such trust
was issued after July 18, 1984.


“Reinvestment
Period” means the period beginning on, and including, the Effective Date and ending on, but excluding, October 11, 2019.


“Related
Parties” has the meaning ascribed to it in Section 9.01.


“Repayment
Event” means an event that occurs if at any time during the Reinvestment Period the Company has properly delivered at
least ten (10) Approval Requests over the course of the prior twelve (12) calendar months, so long as each such Approval Request
would have satisfied all conditions set forth in this Agreement, and the Administrative Agent has not Approved at least five (5)
of such Approval Requests.


“Required
Financing Providers” means, at all times, JPMCB.


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


“Restricted
Security” has the meaning ascribed to it in Schedule 1.





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“Revolving
Credit Facility” means any Portfolio Investment (other than a Delayed Funding Term Loan) that is a loan (including revolving
loans, including funded and unfunded portions of revolving credit lines and letter of credit facilities, unfunded commitments under
specific facilities and other similar loans and investments) that by its terms may require one or more future advances to be made
to the obligor by the Company, provided that any such loan will be a Revolving Credit Facility only until all commitments
to make advances to the Company expire or are terminated or irrevocably reduced to zero.


“Sale Agreement”
has the meaning ascribed to it in the preamble.


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business or any successor
to the ratings business thereof.


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


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


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


“Second
Lien Loan” means any interest in a loan, including any assignment of or participation in or other interest in a loan,
that (i) is not (and that by its terms is not permitted to become) subordinate in right of payment to any other obligation of the
related obligor other than a Senior Secured Loan with respect to the liquidation of such obligor or the collateral for such loan,
(ii) is secured by a valid second priority perfected Lien to or on specified collateral securing the related obligor’s obligations
under the loan, which Lien is not subordinate to the Lien securing any other debt for borrowed money other than a Senior Secured
Loan on such specified collateral (subject to Liens permitted under the applicable Underlying Instrument that are reasonable for
similar loans) and (iii) the Investment Manager determines in good faith that the value of the collateral for such loan or the
enterprise value securing the loan on or about the time of acquisition equals or exceeds the outstanding principal balance of the
loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by a Lien over the same collateral.


“Secured
Obligations” has the meaning ascribed to it in Section 8.02.


“Secured
Parties” has the meaning ascribed to it in Section 8.02.




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“Securities
Intermediary” has the meaning ascribed to it in the preamble.


“Settlement
Date” has the meaning ascribed to it in Section 1.03.


“Senior
Secured Loan” means any interest in a loan, including any assignment of or participation in or other interest in a loan,
that (i) is not (and is not expressly permitted by its terms to become) subordinate in right of payment to any obligation of the
obligor in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) is secured by a
pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted
under the applicable credit agreement that are reasonable for similar loans, and liens accorded priority by law in favor of any
Governmental Authority), and (iii) the Investment Manager determines in good faith that the value of the collateral for such loan
or the enterprise value securing the loan on or about the time of acquisition equals or exceeds the outstanding principal balance
of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by a first priority
Lien over the same collateral. For the avoidance of doubt, debtor-in-possession loans shall constitute Senior Secured Loans.


“Solvent”
means, with respect to any entity, that as of the date of determination, both (i) (a) the sum of such entity’s debt (including
contingent liabilities) does not exceed the present fair value of such entity’s present assets; (b) such entity’s capital
is not unreasonably small in relation to its business as contemplated on the date of this Agreement; and (c) such entity has not
incurred debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such entity
is “solvent” within the meaning given that term and similar terms under laws applicable to it relating to fraudulent
transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


“Special
Purpose Provisions” shall have the meaning given to such term in the Company LLC Agreement.


“Structured
Finance Obligation” means an obligation issued by a special purpose vehicle and secured directly by, referenced to, or
representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations
and mortgage-backed securities.


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person.


“Synthetic
Security” means a security or swap transaction, other than a participation or a Letter of Credit, that has payments associated
with either payments of interest on and/or principal of a reference obligation or the credit performance of a reference obligation.




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


“Total Principal
Balance” means the sum of (i) the outstanding principal balances of all Portfolio Investments and (ii) the Market Value
of amounts on deposit in the Accounts (including cash and Eligible Investments) representing Principal Proceeds.


“Trade Date”
has the meaning ascribed to it in Section 1.03.


“Transaction
Schedule” has the meaning ascribed to it in the preamble.


“UCC”
means the Uniform Commercial Code as in effect from time to time in the state of the United States that governs any relevant security
interest.


“Underlying
Instruments” means the loan agreement, credit agreement or other customary agreement pursuant to which a Portfolio Investment
has been created or issued and each other agreement that governs the terms of or secures the obligations represented by such Portfolio
Investment or of which the holders of such Portfolio Investment are the beneficiaries.


“Upsize
Advance” has the meaning ascribed to it in Section 2.02(c).


“Upsize
Date” has the meaning ascribed to it in Section 2.02(c).


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


“U.S. Tax
Compliance Certificate” has the meaning ascribed to it in Section 3.03.


“Warranty
Portfolio Investments” means any Transferred Portfolio Investments (as such term is defined in the Sale Agreement) repurchased
or substituted in accordance with Section 5.1(p) of the Sale Agreement.


ARTICLE
I



THE
PORTFOLIO INVESTMENTS


Section
1.01. 


Purchases of
Portfolio Investments.


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









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Section
1.02. 


Procedures for
Purchases and Related Financings.


(a) 


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


(b) 


Contents of Approval
Requests. Each Approval Request shall consist of one or more electronic submissions to the Administrative Agent (transmitted
in such a manner as the Administrative Agent may specify to the Investment Manager and the Company from time to time), shall be
substantially in the form attached as Schedule 2 hereto and shall be accompanied by such other information as the Administrative
Agent may reasonably request.


(c) 


[RESERVED].


(d) 


Right of the Administrative
Agent to Approve Approval Requests. The Administrative Agent shall have the right, on behalf of all Financing Providers, in
its sole and absolute discretion, to Approve or not Approve any Approval Request and to request additional information regarding
any proposed Portfolio Investment. The Administrative Agent shall notify the Investment Manager and the Company (including via
e-mail or other electronic messaging system) of its Approval or failure to Approve each Approval Request (and, if Approved, an
initial determination of the Market Value for the related Portfolio Investment) no later than the fifth (5th) Agent
Business Day succeeding the date on which it receives such Approval Request and any information reasonably requested in connection
therewith. With respect to any Approved Approval Request, the Administrative Agent shall promptly forward such request to the Lenders,
together with a preliminary indication of the amount and type of Financing that each Lender is being asked to provide in connection
therewith.


Section
1.03. 


Conditions to
Purchases.


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


(1) 


the related Trade
Date is not later than ten (10) Agent Business Days after the date on which the Administrative Agent has Approved or not Approved
the related Approval Request;


(2) 


the related Approval
Request accurately describes such Portfolio Investment and such Portfolio Investment satisfies the Eligibility Criteria;


(3) 


the proposed
settlement date for such Portfolio Investment is not later than the end of the Reinvestment Period;




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(4) 


no Event of Default
or event that, with notice or lapse of time or both, would constitute an Event of Default (a “Default”), in
each case, has occurred and is continuing;


(5) 


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


(w) 


the Compliance
Condition is satisfied;


(x) 


the aggregate
amount of Financings then outstanding will not exceed the limit set forth in the Transaction Schedule; and


(y) 


the amount of
any Financing requested shall be not less than U.S. $10,000,000;


The Administrative
Agent, on behalf of the Financing Providers, may waive any condition to a Purchase specified above in this Section 1.03 by written
notice thereof to the Company, the Collateral Administrator, the Investment Manager and the Collateral Agent. For the avoidance
of doubt, if any of the conditions specified above in this Section 1.03 are not satisfied, the Company shall identify each such
condition that is not met (with a description in reasonable detail of such deviation) in such Approval Request.


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


Section
1.04. 


Sales of Portfolio
Investments.


The Company will
not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative
Agent (acting at the direction of the Required Financing Providers), except that, (i) the Company may make Permitted Distributions
in accordance with this Agreement and (ii) the Company may sell any Portfolio Investment, Ineligible Investment or other asset
so long as such sale is on an arm’s length basis and, after giving effect thereto, no Coverage Event has occurred and no
Default or Event of Default has occurred and is continuing; provided that, the principal balance of all Portfolio Investments
(other than Warranty Portfolio Investments) sold pursuant to this Section 1.04 to the Parent or an Affiliate thereof by
the Company shall not during the term of this Agreement exceed 20% of the Net Purchased Loan Balance measured as of the date of
such sale; provided further that the principal balance of all Portfolio Investments (other than Warranty Portfolio
Investments) that are in default as of the date of such sale and sold pursuant to this Section 1.04 to the Parent or an
Affiliate thereof by the Company shall not during the term of this Agreement exceed 10% of the Net Purchased Loan Balance measured
as of the date of such sale.




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Notwithstanding anything
in this Agreement to the contrary: (i) following the occurrence and during the continuance of an Event of Default, the Company
shall have no right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without
limitation, the transfer of amounts on deposit in the Accounts) without the consent of the Administrative Agent, (ii) following
the occurrence of a Coverage Event, the Company shall use commercially reasonable efforts to sell any or all of the Collateral
(individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner
(including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative
Agent (provided that each such sale shall be made at the direction of the Required Financing Providers) at then-current fair market
values and in accordance with the Administrative Agent’s standard market practices, and the proceeds thereof shall be deposited
into the CE Cure Account (iii) following the occurrence of a Coverage Event, the Investment Manager shall have no right to act
on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other person in connection
with a sale of Portfolio Investments pursuant to any provision of this Agreement and (iv) in connection with any Coverage Event
Cure, the Company shall cause the Investment Manager to use its best efforts to effect an assignment of any Portfolio Investment
within the applicable time period specified in the definition of Coverage Event Cure; provided that in connection with any
sale of Portfolio Investments required by the Administrative Agent (or the Required Financing Providers) pursuant to (x) the preceding
clause (ii) or (y) Section 8.02(c) following the occurrence of an Event of Default, in connection with such sale, the applicable
Agent shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent
Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Address promptly upon distribution
of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments to the Designated
Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where bids are received
in respect of the sale of such Portfolio Investments, it being understood that if the Designated Independent Broker-Dealer provides
a bid to the applicable Agent that is the highest bona fide bid to purchase a Portfolio Investment on a line-item basis
where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool
basis proposed to be accepted by the applicable Agent (in its sole discretion), then the applicable Agent shall accept any such
line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer or
any other bidder for other Portfolio Investments in such pool) is greater than the bid on a pool basis. For purposes of this paragraph,
the applicable Agent shall be entitled to disregard as invalid any bid submitted by any Independent Broker-Dealer if, in such Agent’s
good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant
Portfolio Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice
in the principal market for the relevant Portfolio Investments or (y) such Independent Broker-Dealer would not, through the exercise
of its commercially reasonable efforts, be able to obtain any consent required under any agreement or instrument governing or otherwise
relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion
thereof, as applicable, to it; or (ii) such bid is not bona fide, including, without limitation, due to (x) the insolvency
of the Independent Broker-Dealer or (y) the inability, failure or refusal of the Independent Broker-Dealer to settle the purchase
of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise settle transactions in the relevant market
or perform its obligations generally.




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


After the termination
of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or
transfer of the Collateral shall be delivered to the Company.


Section
1.05. 


Review of Portfolio
Investments.


(a) 


Two (2) Business
Days prior to each Interest Payment Date, or on such other date as the Administrative Agent may reasonably request, the Company
shall provide information related to the Portfolio Investments, including financials and such other information as the Administrative
Agent shall reasonably request, to the Administrative Agent. In addition, on the 15th day of each calendar month, or the preceding
Business Day if such 15th day is not a Business Day, commencing in January 2015, and upon request by the Administrative Agent,
the Company shall cause the Investment Manager to provide reports relating to the Portfolio Investments by such means as mutually
agreed upon by the Administrative Agent and the Investment Manager. Upon receipt by the Company of any information related to the
Portfolio Investments, the Company shall make reasonable efforts to provide such information to the Administrative Agent on the
25th of each calendar month or, if such day is not a Business Day, the next Business Day.




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(b) 


The Company, acting
in good faith and in a commercially reasonable manner, may dispute the Market Value of some or all of the Portfolio Investments.
By no later than 10:00 a.m., New York City Day, on the next Business Day of the related date of determination, the Company may
obtain an Independent Bid. The Independent Bid must be maintained by the Independent Broker-Dealer and actionable for the Administrative
Agent before 12:00 noon, New York City time, on such next Business Day. If the Company obtains an Independent Bid and submits to
the Administrative Agent evidence of such Independent Bid no later than 10:00 a.m., New York City time, on such next Business Day,
then such Independent Bid shall be used to determine the Market Value of such Portfolio Investment. Notwithstanding the foregoing,
the Administrative Agent shall be entitled to disregard as invalid any Independent Bid submitted by any Independent Broker-Dealer
if, in the Administrative Agent’s good faith judgment: (i) such Independent Broker-Dealer is ineligible to accept assignment
or transfer of the relevant Portfolio Investment or portion thereof, as applicable, substantially in accordance with the then-current
market practice in the principal market for such Portfolio Investment, as reasonably determined by the Administrative Agent; or
(ii) such firm bid or such firm offer is not bona fide due to the insolvency of the Independent Broker-Dealer or that, as of the
relevant date of determination, the Administrative Agent determines in good faith that such Independent Broker-Dealer is in default
under purchase contracts for assets similar to the Portfolio Investment in an aggregate amount in excess of $250,000,000. For the
avoidance of doubt, the Market Value of any (i) Portfolio Investment that has not been Approved by the Administrative Agent or
(ii) Ineligible Investment shall be $0 and cannot be disputed.


Section
1.06. 


Deposits and
Contributions by Parent. Notwithstanding any other provision of this Agreement, Parent may, from time to time in its sole
discretion, (x) deposit amounts into the Principal Collection Account, and/or (y) transfer Portfolio Investments as equity contributions
to the Company. All such amounts will be included in each applicable calculation to the extent provided under this Agreement,
including, without limitation, calculation of Market Value, Net Asset Value, the Compliance Condition and Coverage Events.


ARTICLE
II



THE
FINANCINGS


Section
2.01. 


Financing Commitments.


Subject to the terms
and conditions set forth herein, during the Reinvestment Period, each Financing Provider hereby severally agrees to make available
to the Company the types of Financing identified on the Transaction Schedule as applicable to such Financing Provider, in U.S.
dollars, in an aggregate amount, for such Financing Provider and such type of Financing, not exceeding the amount of its Financing
Commitment for such type of Financing. The Financing Commitments shall terminate immediately after the Upsize Advance has been
made.


Section
2.02. 


First Advance;
Ramp-Up Period; Upsize Advance.


(a) 


Subject to the satisfaction
or waiver of the conditions set forth in Sections 2.03 and 2.04, each Financing Provider as of the Effective Date agrees, severally
and not jointly, to make or cause to be made on the Effective Date, an advance in an aggregate principal amount equal to 33.33%
of the Financing Limit subject to the conditions set forth in this Agreement (the “First Advance”). Each Financing
Provider shall make its portion of the First Advance available to the Company no later than 3:00 p.m. (New York City time) on the
Effective Date in accordance with the terms set forth in Section 3.01.


(b) 


On any date during
the term of the Ramp-Up Period, subject to the conditions set forth in this Agreement, the Company may request, and the Financing
Provider may provide, additional Advances. No Advances may be requested after the Ramp-Up Period.




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(c) 


Subject in each case
to the satisfaction or waiver of the conditions set forth in Amendment No. 1 and Section 2.03, each Financing Provider as of October
11, 2016 (the “Upsize Date”) agrees, severally and not jointly, to make or cause to be made its pro rata portion
of, on the Upsize Date, an advance in an aggregate principal amount equal to $550,000,000 (the “Upsize Advance”).
Each Financing Provider shall, subject to the foregoing conditions, make its pro rata portion of the Upsize Advance available to
the Company no later than 3:00 p.m. (New York City time) on the Upsize Date in accordance with the terms set forth in Section 3.01.


Section
2.03. 


Financings; Use
of Proceeds.


(a) 


Subject to the satisfaction
or waiver of the conditions to the Purchase of a Portfolio Investment set forth in Section 1.03 both as of the related Trade Date
and Settlement Date, the applicable Financing Providers will make the applicable Financing available to the Company on the related
Settlement Date (or otherwise on the related specified borrowing date if no Portfolio Investment is being acquired on such date)
as provided herein; provided that, if no Portfolio Investment is being acquired on such date, only the conditions set forth
in clauses (4) and (5) of Section 1.03 shall require satisfaction or waiver.


(b) 


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


(c) 


If applicable, the
Company shall use the proceeds of the Financings received by it hereunder to purchase the Portfolio Investments identified in the
related Approval Request, provided that, if the proceeds of a Financing are deposited in the Principal Collection Account
as provided in Section 3.01 on or prior to the Settlement Date for any Portfolio Investment but the Company is unable to Purchase
such Portfolio Investment on such Settlement Date, or if there are proceeds of such Financing remaining after such Purchase, then,
subject to Section 3.01(a), the Collateral Agent shall apply such proceeds on such date as provided in Article IV. The proceeds
of the Financings shall not be used for any other purpose.


(d) 


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




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Section 2.04. 


Other Conditions
to Financings.


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


(a) 


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


(b) 


Loan Documents.
The Administrative Agent shall have received satisfactory evidence that the Sale Agreement, the Collateral Administration Agreement,
the Fee Letter, the Participation Agreement, upon execution, and the Investment Management Agreement (such documents, together
with this Agreement, the “Loan Documents”) have been executed and are in full force and effect, and that the
initial sales and contributions contemplated by the Sale Agreement shall have been consummated.


(c) 


Corporate Documents.
The Administrative Agent shall have received certified copies of the resolutions of the board of managers (or similar items) of
the Company and the Investment Manager approving the Loan Documents to be delivered by it hereunder and the transactions contemplated
hereby, certified by its secretary or assistant secretary. Good standing certificates for each of the Company and the Investment
Manager issued by the applicable Governmental Authority of its jurisdiction of organization. A certificate of the secretary or
assistant secretary of each of the Company and the Investment Manager certifying the names and true signatures of the officers
authorized on its behalf to sign this Agreement and the other Loan Documents to be delivered by it.


(d) 


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


(e) 


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


(f) 


Filings. Copies
of proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of
all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured
Parties in all Collateral in which an interest may be pledged hereunder.




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(g) 


Certain Acknowledgements
and Search Reports. The Administrative Agent shall have received (a) UCC, tax and judgment lien searches and (b) such other
searches that the Administrative Agent deems necessary or appropriate.


(h) 


Officers’
Certificates of the Company Regarding This Agreement. An officer’s certificate of the Company stating that, to the best
of the signing officer’s knowledge, there has been no Event of Default under this Agreement and that all representations
and warranties of the Company are true and correct in all material respects as of the Effective Date (provided that to the
extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material
respects as of such earlier date).


(i) 


Opinions.
Legal opinions of Dechert LLP, counsel for the Company and the Investment Manager, and counsel for the Collateral Agent each in
form and substance reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably
request.


(j) 


Participation
Agreement and Opinion. If a Portfolio Investment is a participation, the Administrative Agent shall have received the executed
Participation Agreement and a legal opinion of Dechert LLP in form and substance reasonably satisfactory to the Administrative
Agent relating to the Participation Agreement. For the avoidance of doubt, no opinion shall be required in respect of the Participation
Agreement that was executed prior to the Amendment Effective Date.


(k) 


Irrevocable Instruction.
The Administrative Agent shall have received an executed irrevocable instruction letter in form and substance reasonably satisfactory
to the Administrative Agent with respect to the accounts listed on Schedule 5. For the avoidance of doubt, the Administrative
Agent acknowledges (i) receipt of the irrevocable instruction letter received on or prior to November 14, 2014 and (ii) that no
additional irrevocable instruction letter is required to be delivered in connection with the Amendment Effective Date.


(l) 


Other Documents.
Such other documents as the Administrative Agent may reasonably require.


ARTICLE
III



ADDITIONAL
TERMS APPLICABLE TO THE FINANCINGS


Section
3.01. 


The Advances.


(a) 


Making the Advances.
If the Lenders are required to make an Advance to the Company as provided in Sections 2.02 and 2.03, then each Lender shall make
such Advance on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon (or 3:00 p.m. with respect
to the First Advance), New York City time, to the Collateral Agent for deposit to the Principal Collection Account. Each Lender
at its option may make any Advance by causing any domestic or foreign branch or affiliate of such Lender to make such Advance,
provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance
with the terms of this Agreement. Once drawn, Advances may only be repaid or prepaid in accordance with this Agreement and may
not be reborrowed.




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(b) 


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


(c) 


Evidence of the
Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely for this purpose as an agent
of the Company, shall maintain at one of its offices in the United States a register (the “Register”) in which
it shall record the names and addresses of the Lenders and the Financing Commitment of, and principal amount of the Advances (and
related interest amounts) due and payable or to become due and payable from the Company to each Lender hereunder, a copy of each
assignment and assumption delivered to it and the amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender’s share thereof. The entries made in the Register shall be conclusive absent manifest error,
and the parties hereto shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
and the owner of the amounts owing to it hereunder as reflected in the Register for all purposes of this Agreement, notwithstanding
notice to the contrary.


Any Lender may request
that Advances made by it be evidenced by a promissory note. In such event, the Company shall prepare, execute and deliver to such
Lender a promissory note payable to such Lender (or its registered assigns) and in a form approved by the Administrative Agent.
Notwithstanding the creation of a promissory note, any transfer of an interest in such note shall not be effective until reflected
in the Register. Thereafter, the Advances evidenced by such promissory note and interest thereon shall at all times be represented
by one or more promissory notes in such form payable to such payee and its registered assigns.


(d) 


Pro Rata Treatment.
Except as otherwise provided herein, all borrowings of, and payments in respect of, the Advances shall be made on a pro rata
basis by or to the Lenders in accordance with their respective portions of the Financing Commitments in respect of Advances held
by them or, if no Financing Commitments then exist, their respective portions of the Advances.




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(e) 


Illegality.
Notwithstanding any other provision of this Agreement, if any Lender or the Administrative Agent shall notify the Company that
the adoption of any law, rule or regulation, or any change therein or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, makes
it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for a Lender or the Administrative
Agent to perform its obligations hereunder to fund or maintain Advances hereunder, then (1) the obligation of such Lender or the
Administrative Agent hereunder shall immediately be suspended until such time as such Lender or the Administrative Agent determines
(in its sole discretion) that such performance is again lawful, (2) such Lender or the Administrative Agent, as applicable, shall
use reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses), to transfer
within twenty (20) days after it gives notice under this clause (e), all of its rights and obligations under this Agreement to
another of its offices, branches or affiliates with respect to which such performance would not be unlawful, and (3) if such Lender
or the Administrative Agent is unable to effect a transfer under clause (2), then any outstanding Advances of such Lender shall
be promptly paid in full by the Company (together with all accrued interest and other amounts owing hereunder) but not later than
the end of the then-current Calculation Period (or, if sooner repayment is required by law, be repaid within ten (10) Business
Days of such Lender giving the Company notice thereof); provided that, to the extent that any such adoption or change makes
it unlawful for the Advances to bear interest by reference to the LIBO Rate, then the foregoing clauses (1) through (3) shall not
apply and the Advances shall bear interest (from and after the last day of the Calculation Period ending immediately after such
adoption or change) at a per annum rate equal to the Base Rate plus the Applicable Margin for Advances set forth in the
Fee Letter.


(f) 


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


All payments to be
made hereunder by the Company in respect of the Advances shall be made without set-off or counterclaim.


Section
3.02. 


General.


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


Section
3.03. 


Taxes.


(a) 


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




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(b) 


Payment of Other
Taxes by the Company. Without duplication of other amounts payable by the Company under this Section 3.03, the Company shall
timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes.


(c) 


Indemnification
by the Company. The Company shall indemnify each Lender, within ten (10) Business Days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Company by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


(d) 


Indemnification
by the Lenders. Each Lender shall indemnify, within ten (10) days after demand therefor, (i) the Administrative Agent for any
Indemnified Taxes attributable to such Lender (but only to the extent that the Company has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Company to do so), and (ii) the Administrative Agent
for any (A) Taxes attributable to such Lender’s failure to comply with the provisions of 10.08 relating to the maintenance
of a Participant Register and (B) Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to
the Administrative Agent under this paragraph (d).


(e) 


Evidence of Payments.
As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section 3.03, the
Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.




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(f) 


Status of Lenders.
(i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by Applicable
Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting requirements.


Without limiting
the generality of the foregoing,


(A) 


any Recipient that
is a U.S. Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Recipient becomes
a Recipient under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative
Agent), an executed original IRS Form W-9 or a copy thereof certifying that such Recipient is exempt from U.S. federal backup withholding
Tax; provided, however, that if the Recipient is a disregarded entity for U.S. federal income Tax purposes, it shall
provide the appropriate withholding form of its owner for U.S. federal income Tax purposes (together with appropriate supporting
documentation);


(B) 


any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies
as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent or any
information in a previously provided form changes), whichever of the following is applicable:


(i) 


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


(ii) 


an executed original
IRS Form W-8ECI or a copy thereof;


(iii) 


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




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(iv) 


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


(C) 


any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies
as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed
originals or copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S.
federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law
to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made; and


(D) 


if a payment made to
a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by Law and
at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the
amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


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




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(g) 


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


(h) 


Administrative
Agent’s Tax Status. The Administrative Agent represents to the Company that it is a “U.S. person” and a “financial
institution” within the meaning of Treasury Regulations Section 1.1441-1T and a “U.S. financial institution”
within the meaning of Treasury Regulations Section 1.1471-1(b)(136) and that it will comply with its obligations to withhold under
Section 1441 of the Code and FATCA.


(i) 


FATCA Definition.
For purposes of this Section 3.03, the term “Applicable Law” includes FATCA.


(j) 


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


Section
3.04. 


Mitigation Obligations.


(a) 


Designation of
a Different Office. If any Recipient requests compensation under Section 3.01(e), or requires the Company to pay any Indemnified
Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any Recipient pursuant to Section
3.03, then such Recipient shall at the request of the Company use reasonable efforts to designate a different office for funding
or booking the Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Recipient, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 3.01(e) or Section 3.03, as the case may be, in the future, and (ii) would not subject such Recipient to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Recipient. The Company hereby agrees to pay all reasonable costs
and expenses incurred by any Recipient in connection with any such designation or assignment.




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(b) 


Replacement of
Recipient. If any Recipient requests compensation under Section 3.01(e), or if the Company is required to pay any Indemnified
Taxes or additional amounts to any Recipient or any Governmental Authority for the account of any Recipient pursuant to Section
3.03 and, in each case, such Recipient has declined or is unable to designate a different lending office in accordance with Section
3.04(a) or such designation would not eliminate the need for such payments, or if any Lender is a defaulting Lender, then the Company
may, at its sole expense and effort, upon notice to such Recipient and the Administrative Agent, require such Recipient to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section
10.08), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01(e) or Section 3.03) and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such rights and obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that:


(i) 


such Lender shall
have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, and all other
amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other amounts);


(ii) 


in the case of
any such assignment resulting from payments required to be made pursuant to Section 3.03, such assignment will result in a reduction
in such compensation or payments thereafter; and


(iii) 


such assignment
does not conflict with Applicable Law.


No Lender shall
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation cease to apply.


ARTICLE
IV



COLLECTIONS
AND PAYMENTS


Section
4.01. 


Interest Proceeds.


The Company shall
cause all Interest Proceeds on the Portfolio Investments owned by it to be deposited in the Interest Collection Account or remitted
to the Collateral Agent, and the Collateral Agent shall credit to the Interest Collection Account all Interest Proceeds received
by it immediately upon receipt thereof.


All Interest Proceeds
shall be retained in the Interest Collection Account and invested (and reinvested) at the written direction of the Administrative
Agent in Eligible Investments. Eligible Investments shall mature no later than the end of the next succeeding Calculation Period.


Interest Proceeds
on deposit in the Interest Collection Account may be withdrawn by the Collateral Agent (at the written direction of the Company
(or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative
Agent)) and remitted to the Company to be applied (i) to make payments or (ii) to make Permitted Distributions, in each case, in
accordance with this Agreement and with two (2) Business Days prior notice to the Administrative Agent.




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The Investment Manager shall notify the Administrative Agent
and the Collateral Agent if the Investment Manager reasonably determines in good faith that any amounts in the Interest Collection
Account have been deposited in error or do not otherwise constitute Interest Proceeds, whereupon such amounts on deposit in the
Interest Collection Account may be withdrawn by the Collateral Agent (at the direction of the Company (or, upon the occurrence
and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) on the
next succeeding Business Day and remitted to or at the direction of the Company.


Section
4.02. 


Principal Proceeds.


The Company shall
cause all Principal Proceeds received on the Portfolio Investments owned by it to be deposited in the Principal Collection Account
or remitted to the Collateral Agent, and the Collateral Agent shall credit to the Principal Collection Account all Principal Proceeds
received by it immediately upon receipt thereof.


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


Principal Proceeds
on deposit in the Principal Collection Account may be withdrawn by the Collateral Agent (at the written direction of the Company
(or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative
Agent)) and remitted to the Company to be applied (i) to make payments, (ii) towards the purchase price of Portfolio Investments
or (iii) to make Permitted Distributions, in each case, in accordance with this Agreement and with, in the case of clauses (i)
and (iii), two (2) Business Days prior notice to the Administrative Agent, and in the case of clause (ii), with one (1) Business
Day prior notice to the Administrative Agent.


The Investment Manager
shall notify the Administrative Agent and the Collateral Agent if the Investment Manager reasonably determines in good faith that
any amounts in the Principal Collection Account have been deposited in error or do not otherwise constitute Principal Proceeds,
whereupon such amounts on deposit in the Principal Collection Account may be withdrawn by the Collateral Agent (at the direction
of the Company (or, upon the occurrence and during the continuance of an Event of Default or upon the occurrence of a Coverage
Event, the Administrative Agent)) on the next succeeding Business Day and remitted to or at the direction of the Company.


Section
4.03. 


Principal and
Interest Payments; Prepayments.


(a) 


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


(b) 


Accrued interest
on the Advances shall be payable in cash in arrears on each Interest Payment Date; provided that (i) interest accrued
pursuant to the second sentence of Section 3.01(b) shall be payable on demand and (ii) in the event of any repayment or prepayment
of any Advances, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.




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(c) 


Subject to the requirements
of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances in whole or in part
(i) on any Business Day that JPMorgan Chase Bank, National Association ceases to act as Administrative Agent, (ii) upon the occurrence
of a Repayment Event, (iii) in connection with a Coverage Event Cure, (iv) subject to the payment of the applicable premium described
in Section 4.03(d), on the last day of any Calculation Period; provided that, the Company may not prepay any outstanding
Advances pursuant to this Section 4.03(c)(iv) prior to October 11, 2018, (v) following the occurrence of a Partial Early Prepayment
Eligibility Event, subject to the payment of the applicable premium described in Section 4.03(d) or (vi) if the Company elects
to terminate or reduce the Financing Commitments of a Lender as a result of such Lender’s default in its obligations hereunder
and such default is continuing and has continued for at least three Business Days; provided that in the case of a prepayment
pursuant to sub-clause (v) or (vi) of this clause (c), the amount of such prepayment must be an amount such that after giving effect
to such prepayment, the outstanding principal amount of the Advances is not less than the Minimum Facility Amount. The Company
shall notify the Administrative Agent by telephone (confirmed by facsimile with a copy to the Collateral Agent and the Collateral
Administrator) of any prepayment hereunder not later than 2:00 p.m., New York City time, three (3) Business Days
before the date of prepayment (which shall be the last day of a Calculation Period). Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of the Advances to be prepaid. Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents thereof. Except in connection with a Coverage Event Cure,
each partial prepayment of outstanding Advances shall be in an amount not less than $25,000,000. Prepayments shall be accompanied
by accrued and unpaid interest.


(d) 


Notwithstanding anything
in this Article IV, no premium shall be payable by the Company in the event that the Company prepays Advances outstanding hereunder
(i) pursuant to Section 4.03(c)(i) if JPMorgan Chase Bank, National Association ceases to act as Administrative Agent hereunder,
(ii) pursuant to Section 4.03(c)(iii) if the Advances are prepaid in connection with a Coverage Event Cure, (iii) pursuant to Section
4.03(c)(ii) if the Advances are prepaid in connection with a Repayment Event or (iv) in connection with a prepayment pursuant to
Section 4.03(c)(vi). Each prepayment pursuant to Section 4.03(c)(iv), whether in full or in part, shall be accompanied by a premium
equal to 1.0% of the principal amount of such prepayment. Each prepayment pursuant to Section 4.03(c)(v) shall be accompanied by
a premium equal to (i) if such prepayment is on or prior to October 11, 2017, 2% of the principal amount of such prepayment and
(ii) if such prepayment is after October 11, 2017 and on or prior to October 11, 2018, 1.0% of the principal amount of such prepayment.
Notwithstanding anything in this Article IV, no premium shall be payable by the Company in the event that the Company prepays Advances
at any time after April 11, 2019.


(e) 


Once paid, all fees
or any part thereof payable hereunder shall not be refundable under any circumstances.




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Section
4.04. 


Payments Generally.


All payments to the
Lenders or the Administrative Agent shall be made to the Administrative Agent at the account designated in writing to the Company
and the Collateral Agent for further distribution by the Administrative Agent (if applicable). The Administrative Agent shall give
written notice to the Collateral Agent and the Collateral Administrator (on which the Collateral Agent and the Collateral Administrator
may conclusively rely) and the Investment Manager of the calculation of amounts payable to the Financing Providers in respect of
the Financings and the amounts payable to the Investment Manager. At least three (3) Business Days prior to each Interest Payment
Date, the Administrative Agent shall deliver an invoice to the Investment Manager, the Collateral Agent and the Collateral Administrator
in respect of the interest due on such Interest Payment Date. All payments not made to the Administrative Agent for distribution
to the Lenders shall be made as directed in writing by the Administrative Agent. Subject to Section 3.03, all payments hereunder
shall be made without setoff or counterclaim. All payments hereunder shall be made in U.S. dollars. All interest hereunder shall
be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).


Section
4.05. 


CE Cure Account.


(a) 


The Company shall
cause all cash received by it in connection with a Coverage Event Cure to be deposited in the CE Cure Account or remitted to the
Collateral Agent, and the Collateral Agent shall credit to the CE Cure Account such amounts received by it (and identified as such)
immediately upon receipt thereof. Prior to the Maturity Date, all cash amounts in the CE Cure Account shall be invested in overnight
Eligible Investments at the written direction of the Administrative Agent (as directed by the Required Financing Providers). All
amounts contributed to the Company by Parent in connection with a Coverage Event Cure shall be paid free and clear of any right
of chargeback or other equitable claim.


(b) 


Amounts on deposit
in the CE Cure Account may be withdrawn by the Collateral Agent (at the written direction of the Company (or, upon the occurrence
and during the continuance of an Event of Default or upon the occurrence of a Coverage Event, the Administrative Agent)) and remitted
to the Company with prior notice to the Administrative Agent (or, upon the occurrence and during the continuance of an Event of
Default or upon the occurrence of a Coverage Event, to the Lenders for prepayment of Advances); provided that the Company
may not direct any withdrawal from the CE Cure Account if the Compliance Condition is not satisfied (or would not be satisfied
after such withdrawal).


Section
4.06. 


Lehigh River LLC
Accounts.


The Issuer Accounts
(as defined in the Indenture dated as of February 6, 2013 between Lehigh River LLC and Citibank, N.A., as trustee (the “Indenture”))
will remain open for a period of 90 days after the Amendment Effective Date. Any Administrative Expenses (as defined in the Indenture)
due and unpaid after the Amendment Effective Date shall be considered to be and treated as Administrative Expenses under this Agreement.




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ARTICLE
V



[RESERVED]


ARTICLE
VI



REPRESENTATIONS,
WARRANTIES AND COVENANTS


Section
6.01. 


Representations
and Warranties.


The Company represents
to the other parties hereto solely with respect to itself that as of the date hereof (or as of such other date as maybe expressly
set forth below):


(a) 


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


(b) 


the execution, delivery
and performance of this Agreement and each such other Loan Document, and the consummation of the transactions contemplated therein
have been duly authorized by it and this Agreement and each such other Loan Document constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms (subject to (A) bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors’ rights generally, (B) equitable limitations on the availability of specific remedies,
regardless of whether such enforceability is considered in a proceeding in equity or at law and (C) implied covenants of good faith
and fair dealing);


(c) 


the execution, delivery
and performance of this Agreement and each other Loan Document and the consummation of such transactions do not conflict with the
provisions of its governing instruments and will not violate in any material way any provisions of Applicable Law or regulation
or any applicable order of any court or regulatory body and will not result in the material breach of, or constitute a default,
or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its
property may be bound or affected;


(d) 


no actions, suits,
proceedings or governmental investigations at law or in equity are pending or active (or, to its knowledge, threatened) against
it before any Governmental Authority or any arbitrator (A) asserting the invalidity of this Agreement or any of the other Loan
Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other
Loan Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Company
of its obligations under, or the validity or enforceability of, this Agreement or any of the other Loan Documents or (D) seeking
any determination or ruling that would reasonably be expected to have a Material Adverse Effect;




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(e) 


it has obtained all
consents and authorizations (including all required consents and authorizations of any governmental authority) that are necessary
or advisable to be obtained by it in connection with the execution, delivery and performance of this Agreement and each other Loan
Document and each such consent and authorization is in full force and effect;


(f) 


it is not an “investment
company” as defined in the Investment Company Act of 1940, as amended;


(g) 


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


(h) 


the Company has no
Indebtedness or other indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than
(i) Indebtedness incurred under the terms of the Loan Documents and (ii) Indebtedness incurred pursuant to certain ordinary business
expenses arising pursuant to the transactions contemplated by this Agreement and the other Loan Documents;


(i) 


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


(j) 


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


(k) 


it is not in default
under any other contract to which it is a party;


(l) 


it has complied and
will comply in all material respects with all Applicable Laws, judgments, agreements with governmental authorities, decrees and
orders with respect to its business and properties and the Portfolio;


(m) 


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


(n) 


(x) it has disclosed
to the Administrative Agent all agreements, instruments and corporate or other restrictions to which it is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect
and (y) all information (other than projections, forward-looking information, general economic data, industry information or information
relating to third parties) heretofore furnished by or on behalf of the Company in writing to the Administrative Agent or any Lender
in connection with this Agreement or any transaction contemplated hereby (after taking into account all updates, modifications
and supplements to such information) is (when taken as a whole) true and correct in all material respects (or if not prepared by
or under the direction of the Company, is true and correct in all material respects to the Company’s knowledge) and does
not omit to state a material fact necessary to make the statements contained therein (when taken as a whole) not misleading (or,
if not prepared by or under the direction of the Company, does not omit to state such a fact to the Company’s knowledge);




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(o) 


except as otherwise
permitted by this Agreement or the other Loan Documents, no Portfolio Investment has been sold, transferred, assigned or pledged
by the Company (other than liens in favor of the Secured Parties pursuant to the Loan Documents, Permitted Liens and inchoate liens
arising by operation of law);


(p) 


the Company has timely
filed all Tax returns required by Law to have been filed by it; all such Tax returns are true and correct in all material respects;
and the Company has paid or withheld (as applicable) all Taxes owing or required to be withheld by it (if any) shown on such Tax
returns, except any such Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves
shall have been set aside in accordance with GAAP on its books and records;


(q) 


the Company is and
intends to be treated as a disregarded entity for U.S. federal income Tax purposes;


(r) 


the Company is wholly
owned by FS Investment Corporation II , which is a U.S. Person; provided, however, that a merger of FS Investment Corporation II
with another business development company sponsored by Franklin Square Holdings, L.P. or other fundamental change transaction the
result of which effectively combines the ownership and/or assets of FS Investment Corporation II and a business development company
sponsored by Franklin Square Holdings, L.P., or merges or consolidates their respective collateral advisors or sub-advisors, shall
not constitute a breach of this representation;


(s) 


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


(t) 


neither the Company
nor any Affiliate of the Company is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset
Control (OFAC) list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which
is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose
subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning
of the USA Patriot Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with
a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides
in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311
or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns. The Company is in compliance with
all applicable OFAC rules and regulations and also in compliance with all applicable provisions of the USA Patriot Act;




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(u) 


the Company has implemented
and maintains in effect policies and procedures designed to ensure compliance by the Company and its agents with Anti-Corruption
Laws and applicable Sanctions, and the Company and its agents are in compliance with Anti-Corruption Laws and applicable Sanctions
in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company
being designated as a Sanctioned Person. None of (i) the Company or (ii) to the knowledge of the Company, any agent of the Company
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
No Advances, use of proceeds or other transaction contemplated by the Agreement will directly, or to the knowledge of the Company,
indirectly violate Anti-Corruption Laws or applicable Sanctions;


(v) 


the Loan Documents
represent all of the material agreements between the Investment Manager, on the one hand, and the Company, on the other. Upon the
purchase and/or contribution of each Portfolio Investment (or an interest in a Portfolio Investment) pursuant to this Agreement
or the Sale Agreement, the Company shall be the lawful owner of, and have good title to, such Portfolio Investment and all assets
relating thereto, free and clear of any Adverse Claim (other than Permitted Liens). All such assets are transferred to the Company
without recourse to the Investment Manager except as described in the Sale Agreement. The purchases of such assets by the Company
constitute valid and true sales for consideration (and not merely a pledge of such assets for security purposes) and the contributions
of such assets received by the Company constitute valid and true transfers for consideration, each enforceable against creditors
of the Investment Manager, and no such assets shall constitute property of the Investment Manager;


(w) 


the Company is not
relying on any advice (whether written or oral) of any other party other than the Investment Manager; and


(x) 


there are no judgments
or Liens for Taxes with respect to the Company and no claim is being asserted with respect to the Taxes of the Company.


Section
6.02. 


Representations
Regarding the Portfolio Investments. The Company represents to the other parties hereto that:


(a) 


both as of the related
Trade Date and the Settlement Date for each Portfolio Investment, such Portfolio Investment meets all of the applicable Eligibility
Criteria (unless otherwise consented to by the Administrative Agent);


(b) 


all of the conditions
to the acquisition of the Portfolio Investments specified in Section 1.03 of this Agreement have been satisfied;


(c) 


all of the information
contained in the related Approval Request is true, correct and complete, provided that, to the extent any such information was
furnished to the Company by any third party or was not prepared by or under the direction of the Company, such information is as
of its delivery date true, complete and correct to the knowledge of the Company;


(d) 


the Company has good
and marketable title to such Collateral free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability
and the Company has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and
upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected,
first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear
of any Adverse Claim (other than Permitted Liens) or restrictions on transferability, to the extent (as to perfection and priority)
that a security interest in said Collateral may be perfected under the applicable UCC; and




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(e) 


the Company has not
pledged, assigned, sold, granted a security interest in or otherwise encumbered or conveyed any interest in any of the Collateral
and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming
or purportedly naming the Company or any of its Affiliates as debtor and covering all or any part of the Collateral is on file
in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant
hereto or as necessary or advisable in connection with the Sale Agreement;.


Section
6.03. 


Covenants of the
Company.


The Company:


(a) 


shall at all times:
(i) maintain at least one independent manager or director (who is in the business of serving as an independent manager or director);
(ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as
a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its
own Tax returns, except to the extent that the Company is treated as a “disregarded entity” for Tax purposes and is
not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those
Taxes being contested in good faith by appropriate proceedings and in respect of which the Company has established proper reserves
on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business
in its own name and strictly comply with all organizational formalities to maintain its separate existence except to the extent
that the Company is treated as a “disregarded entity” for Tax purposes and is not so treated; (viii) maintain separate
financial statements; provided, however, that the Company’s assets may be included in a consolidated financial statement
of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness
of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the
debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Company’s
own separate balance sheet (if the Company prepares its own separate balance sheet); (ix) pay its own liabilities only out of its
own funds; (x) maintain an arm’s length relationship with Parent and each of its other Affiliates; (xi) not hold out its
credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses
that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv)
except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv)
correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated
business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause
its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions
and observe in all respects all other requirements under its constituent documents and Delaware limited liability company formalities;
(xviii) except in connection with the Permitted Transactions, not acquire the obligations or any securities of its Affiliates;
(xix) cause the managers, officers, agents and other representatives of the Company to act at all times with respect to the Company
consistently and in furtherance of the foregoing and in the best interests of the Company; and (xx) maintain at least one special
member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Company,
shall immediately become the member of the Company in accordance with its organizational documents.




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(b) 


shall not (i) engage,
directly or indirectly, in any business, other than the actions required or permitted to be performed under the preceding clause
(a), including, other than with respect to any warrants received in connection with a Portfolio Investment, controlling the decisions
or actions respecting the daily business or affairs of any other Person except as otherwise permitted hereunder; (ii) fail to be
solvent; (iii) release, sell, transfer, convey or assign any Portfolio Investment unless in accordance with the Loan Documents;
(iv) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly
reflected on the books and records of the Company, enter into any transaction with an Affiliate of the Company except on commercially
reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (v) identify itself as
a department or division of any other Person; or (vi) own any asset or property other than the Portfolio and the related assets
and incidental personal property necessary for the ownership or operation of these assets.


(c) 


shall take all actions
consistent with and shall not take any action contrary to the “Assumptions and Facts” section in the opinions of Dechert
LLP, dated the date hereof, relating to certain nonconsolidation and true sale matters;


(d) 


shall not create,
incur, assume or suffer to exist any Indebtedness other than Indebtedness permitted under the Loan Documents. The Company shall
incur no Indebtedness secured by the Collateral other than the Secured Obligations. The Company shall not assume, guarantee, endorse
or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to
purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain
any amount of capital, other than as expressly permitted under the Loan Documents;


(e) 


shall comply with
Anti-Corruption Laws and applicable Sanctions;


(f) 


shall not amend any
of its constituent documents or any document to which it is a party in any manner that could reasonably be expected to, or that
does, adversely affect the Lenders in any material respect without the prior written consent of the Administrative Agent and the
Required Financing Providers;


(g) 


shall not amend the
Special Purpose Provisions (as defined therein) of its limited liability company agreement, except in accordance therewith, without
the prior written consent of the Administrative Agent and the Required Financing Providers;




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(h) 


shall not, without
the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers), which consent may
be withheld in the sole and absolute discretion of the Required Financing Providers, enter into any hedge agreement;


(i) 


shall not change
its name, identity or corporate structure in any manner that would make any financing statement or continuation statement filed
by the Company (or by the Collateral Agent on behalf of the Company) in accordance with subsection (a) above seriously misleading
or change its jurisdiction of organization, unless the Company shall have given the Administrative Agent and the Collateral Agent
at least 30 days prior written notice thereof, and shall promptly file, or authorize the filing of, appropriate amendments to all
previously filed financing statements and continuation statements (and shall provide a copy of such amendments to the Collateral
Agent and Administrative Agent together with written confirmation to the effect that all appropriate amendments or other documents
in respect of previously filed statements have been filed);


(j) 


shall do or cause
to be done all things necessary to (i) preserve and keep in full force and effect its existence as a limited liability company
and take all reasonable action to maintain its rights, franchises, licenses and permits material to its business in the jurisdiction
of its formation and (ii) qualify and remain qualified as a limited liability company in good standing in each jurisdiction where
the failure to qualify and remain qualified would reasonably be expected to have a Material Adverse Effect;


(k) 


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


(l) 


shall not merge into
or consolidate with any person (other than in connection with the Permitted Transaction) or dissolve, terminate or liquidate in
whole or in part, in each case, without the prior written consent of the Administrative Agent;


(m) 


except for the Permitted
Transactions or Investments permitted by Section 6.03(u) and without the prior written consent of the Administrative Agent, shall
not form, or cause to be formed, any Subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to,
or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences
of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except investments
as otherwise permitted herein and pursuant to the other Loan Documents;


(n) 


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


(o) 


except for the security
interest granted hereunder and as otherwise permitted hereunder, shall not sell, pledge, assign or transfer to any other Person,
or grant, create, incur, assume or suffer to exist any Lien on the Collateral or any interest therein (other than Permitted Liens),
and the Company shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Secured Parties) and
the Lenders in and to the Collateral against all claims of third parties claiming through or under the Company (other than Permitted
Liens);




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(p) 


shall promptly furnish
to the Administrative Agent, and the Administrative Agent shall furnish to the Lenders, copies of the following financial statements,
reports and information:  (i) as soon as available, but in any event within 120 days after the end of each fiscal year of
Parent, a copy of the audited consolidated and consolidating balance sheet of Parent and its consolidated Subsidiaries as at the
end of such year, the related consolidated and consolidating statements of income for such year and the related consolidated statements
of changes in net assets and of cash flows for such year, setting forth in each case in comparative form the figures for the previous
year; provided, that the financial statements required to be delivered pursuant to this clause (i) which are made available via
EDGAR, or any successor system of the Securities Exchange Commission, in Parent’s annual report on Form 10-K, shall be deemed
delivered to the Administrative Agent on the date such documents are made so available; (ii) as soon as available and in any event
within 45 days after the end of each fiscal quarter of each fiscal year (other than the last fiscal quarter of each fiscal year),
an unaudited consolidated and consolidating balance sheet of Parent and its consolidated Subsidiaries as of the end of such fiscal
quarter and including the prior comparable period (if any), and the unaudited consolidated and consolidating statements of income
of Parent and its consolidated Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal
year and ending with the end of such fiscal quarter, and the unaudited consolidated statements of cash flows of Parent and its
consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal
quarter; provided, that the financial statements required to be delivered pursuant to this clause (ii) which are made available
via EDGAR, or any successor system of the Securities Exchange Commission, in Parent’s quarterly report on Form 10-Q, shall
be deemed delivered to the Administrative Agent on the date such documents are made so available; and (iii) from time to time,
such other information or documents (financial or otherwise) as the Administrative Agent or the Required Financing Providers may
reasonably request;


(q) 


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


(r) 


shall permit representatives
of the Administrative Agent at any time and from time to time as the Administrative Agent shall reasonably request (A) to inspect
and make copies of and abstracts from its records relating to the Portfolio Investments and (B) to visit its properties in connection
with the collection, processing or managing of the Portfolio Investments for the purpose of examining such records, and to discuss
matters relating to the Portfolio Investments or such Person’s performance under this Agreement and the other Loan Documents
with any officer or employee or auditor (if any) of such Person having knowledge of such matters. The Company agrees to render
to the Administrative Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing; provided,
that such assistance shall not interfere in any material respect with the Company’s or the Investment Manager’s business
and operations. So long as no Event of Default has occurred and is continuing, such visits and inspections shall occur only (i)
upon five (5) Business Days’ prior written notice, (ii) during normal business hours and (iii) no more than once in any calendar
year. During the existence of an Event of Default, there shall be no limit on the timing or number of such inspections and only
one (1) Business Day’ prior notice will be required before any inspection;




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(s) 


[RESERVED];


(t) 


shall not make any
Restricted Payments without the prior written consent of the Administrative Agent; provided that the Company may make Permitted
Distributions so long as no Default or Event of Default has occurred and is continuing (or would occur after giving effect to such
Permitted Distribution) and the Company gives at least two (2) Business Days’ prior written notice thereof to the Administrative
Agent; 


(u) 


shall not make or
hold any Investments, except the Portfolio Investments or Investments (A) constituting Eligible Investments, (B) that have been
consented to by the Administrative Agent or (C) those the Company shall have acquired or received as a distribution in connection
with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding involving a Portfolio Investment or any
issuer thereof;


(v) 


shall not request
any Advance, and the Company shall not directly, or to the knowledge of the Company, indirectly, use, and shall procure that its
agents shall not directly, or to the knowledge of the Company, indirectly, use, the proceeds of any Advance (A) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto;


(w) 


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


(x) 


other than pursuant
to the Sale Agreement or documentation entered into in connection with the Permitted Transactions, shall not (A) transfer to any
of its Affiliates any Portfolio Investment purchased from any of its Affiliates (other than sales to Affiliates conducted on terms
and conditions consistent with those of an arm’s length transaction at fair market value so long as the Investment Manager
obtains bid prices from at least two nationally recognized dealers (unaffiliated with the Investment Manager or its Affiliates)
for such Portfolio Investment) or (B) enter into any other transaction with any of its Affiliates, other than any transaction on
terms that are no less favorable than those obtainable in an arm’s-length transaction with a wholly unaffiliated Person and
on terms that are fair and equitable to the Company under all the facts or circumstances under Applicable Law;




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(y) 


shall cause the Investment
Manager to furnish to the Administrative Agent, with respect to each obligor, within fifteen (15) Business Days of the completion
of the Investment Manager’s portfolio review of such obligor (which, for any individual obligor, shall occur no less frequently
than quarterly), without duplication of any other reporting requirements set forth in this Agreement or any other Loan Document,
any financial reporting packages with respect to such obligor and with respect to each Portfolio Investment for such obligor (including
any attached or included information, statements and calculations) received by the Company and/or the Investment Manager as of
the date of the completion of such review. In no case, however, shall the Investment Manager be obligated hereunder to deliver
such obligor reports to the Administrative Agent more than once per quarter. Upon demand by the Administrative Agent, the Company
shall cause the Investment Manager to provide such other information as the Administrative Agent may reasonably request with respect
to any Portfolio Investment or obligor (to the extent reasonably available to the Investment Manager);


(z) 


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


(aa) 


shall only have partners
or owners that are treated as U.S. Persons or that are disregarded entities owned by a U.S. Person and shall not recognize the
transfer of any interest in the Company that constitutes equity for U.S. federal income Tax purposes to a person that is not a
U.S. Person;


(bb) 


for its taxable years
that are subject to Chapter 63 of the Code as amended by the Bipartisan Budget Act of 2015, shall, whenever relevant, elect pursuant
to Section 6226 of the Code (as in effect following the enactment of the Bipartisan Budget Act of 2015);


(cc) 


shall from time to
time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and shall take such other action as may be reasonably necessary to secure
the rights and remedies of the Secured Parties hereunder and to grant more effectively all or any portion of the Collateral, maintain
or preserve the security interest (and the priority thereof) of this Agreement or to carry out more effectively the purposes hereof,
perfect, publish notice of or protect the validity of any grant made or to be made by this Agreement, preserve and defend title
to the Collateral and the rights therein of the Collateral Agent and the Secured Parties in the Collateral and the Collateral Agent
against the claims of all persons and parties, pay any and all Taxes levied or assessed upon all or any part of the Collateral
and use its commercially reasonable efforts to minimize Taxes and any other costs arising in connection with its activities or
give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that
may be necessary or desirable to create, preserve, perfect or validate the security interest granted pursuant to this Agreement
or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest,
and hereby authorizes the Collateral Agent to file a UCC financing statement listing ‘all assets of the debtor’ in
the collateral description of such financing statement;




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(dd) 


shall not (A) permit
the validity or effectiveness of this Agreement or any grant hereunder to be impaired, or permit the lien of this Agreement to
be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations
with respect to this Agreement or the Advances, except as may be expressly permitted hereby, (B) permit any lien, charge, adverse
claim, security interest, mortgage or other encumbrance (including any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever or otherwise, other than the lien of this Agreement) to be created on or extend to
or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof, in each case,
other than Permitted Liens, or (C) take any action that would cause the lien of this Agreement not to constitute a valid perfected
security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof, as applicable,
except as may be expressly permitted hereby (or in connection with a disposition of Collateral required hereby);


(ee) 


shall not make or
incur any capital expenditures, except as reasonably required to perform its functions in accordance with the terms of this Agreement;


(ff) 


shall not become
liable in any way, whether directly or by assignment or as a guarantor or other surety, for the obligations of a lessee under any
lease, hire any employees or make any distributions (other than in accordance with this Agreement);


(gg) 


shall (A) not maintain
any bank accounts other than the Accounts, provided that the Company may maintain the accounts listed on Schedule 5 until January
9, 2015, (B) not allow the amounts in such accounts, in the aggregate, to be greater than $5,000,000; and (C) cause, within three
Business Days of deposit of amounts in any such accounts, all such amounts to be deposited in the appropriate Account;


(hh) 


shall not authorize
or otherwise permit the Investment Manager to act in contravention of the representations, warranties and agreements of the Investment
Manager under any Loan Document;


(ii) 


shall not act on
behalf of, a country, territory, entity or individual of prohibited countries, territories, entities and individuals listed on,
among other places, the OFAC website, and none of the Company, the Investment Manager or any of their respective Affiliates, owners,
directors or officers is a natural person or entity with whom dealings with U.S. persons or persons under the jurisdiction of the
United States are prohibited under any OFAC regulation or other applicable federal law or acting on behalf of such a person or
entity. The Company does not own and will not acquire, and the Investment Manager will not cause the Company to own or acquire,
any security issued by, or interest in, any country, territory, or entity whose direct ownership by U.S. persons or persons under
the jurisdiction of the U.S. would be or is prohibited under any OFAC regulation or other applicable federal law;




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(jj) 


except as otherwise
expressly permitted herein, shall not cancel or terminate any of the Loan Documents to which it is party (in any capacity), or
consent to or accept any cancellation or termination of any of such agreements, or amend or otherwise modify any term or condition
of any of the Loan Documents to which it is party (in any capacity) or give any consent, waiver or approval under any such agreement,
or waive any default under or breach of any of the Loan Documents to which it is party (in any capacity) or take any other action
under any such agreement not required by the terms thereof, unless (in each case) the Administrative Agent shall have consented
thereto in its sole discretion;


(kk) 


shall, and shall
cause the Investment Manager to perform each of its obligations under this Agreement and the other Loan Documents and comply with
all Applicable Laws, including those applicable to the Portfolio Investments and the collection of all Interest Proceeds and Principal
Proceeds thereof, except to the extent that the failure to so comply would not reasonably be expected to have a Material Adverse
Effect;


(ll) 


shall give notice
to the Administrative Agent promptly in writing upon the occurrence of any of the following:


(i) 


any Adverse
Proceeding;


(ii) 


any Adverse
Claim asserted against any of the Portfolio Investments, the Accounts or any other Collateral; and


(iii) 


an officer
of the Company becoming aware of any Default or Event of Default; and


(mm) 


all proceeds of the
Advances will be used by the Company only in accordance with the provisions of this Agreement. No part of the proceeds of any Advance
will be used by the Company to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying Margin Stock. Neither the making of any Advance nor the use of the proceeds thereof will violate or be inconsistent with
the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve Board. No Advance is secured, directly
or indirectly, by Margin Stock, and the Collateral does not include Margin Stock. It is understood that the foregoing shall not
prohibit the Company from acquiring any Margin Stock in connection with a distribution under a plan of reorganization or in connection
with a workout or other distressed exchange of debt; provided that the Company shall use reasonable efforts to dispose of such
Margin Stock, on and subject to the terms and conditions of this Agreement, within 45 days of its acquisition thereof.


Section
6.04. 


Amendments, Etc.


If the Company or
the Investment Manager receives any notice of an amendment, supplement, consent, waiver or other modification of any Portfolio
Investment or any related Underlying Instrument or rights thereunder (each, an “Amendment”) with respect to
any Portfolio Investment or any related Underlying Instrument, or makes any affirmative determination to exercise or refrain from
exercising any rights or remedies thereunder, it will give prompt (and in any event, not later than three (3) Business Days’)
notice thereof to the Administrative Agent. In any such event, the Company shall exercise all voting and other powers of ownership
relating to such Amendment or the exercise of such rights or remedies as the Investment Manager shall deem appropriate under the
circumstances. If an Event of Default has occurred and is continuing or a Coverage Event has occurred, the Company will exercise
all voting and other powers of ownership as the Administrative Agent (acting at the direction of the Required Financing Providers)
shall instruct (it being understood that if the terms of the related Underlying Instrument expressly prohibit or restrict any such
rights given to the Administrative Agent, then such right shall be limited to the extent necessary so that such prohibition or
restriction is not violated and (b) the Company shall not take any action with respect to any Portfolio Investment that is inconsistent
with (and it agrees that it will not vote or otherwise exercise powers of ownership pertaining thereto in any manner that is inconsistent
with) the terms of this Agreement.




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ARTICLE
VII



EVENTS
OF DEFAULT


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


(a) 


the Company shall
fail to pay (i) any principal amount owing by it in respect of the Secured Obligations when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) any other amount in respect
of the Secured Obligations (whether for interest, fees or other amounts owing by it) within two (2) Business Days of when such
amount becomes due and payable; or


(b) 


any representation
or warranty made or deemed made by or on behalf of the Company, the Parent or the Investment Manager (collectively, the “Credit
Risk Parties”) herein or in any other Loan Document or any amendment or modification thereof or waiver thereunder, or
in any report, certificate, or other document furnished pursuant hereto or in connection herewith or any amendment or modification
thereof or waiver thereunder shall prove to have been false or incorrect in any material respect when made or deemed to have been
made and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to
occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the
Company or the Investment Manager, and (ii) the date on which the Company or the Investment Manager acquires knowledge thereof;
or


(c) 


(A) the Company shall
fail to observe or perform any covenant, condition or agreement contained in Sections 6.03(a), (b), (d), (f), (g), (h), (i), (l),
(m), (o), (p), (t), (u), (v), (x), (ff)(B), (ff)(C) or (hh) or (B) any Credit Risk Party shall fail to observe or perform any other
covenant, condition or agreement contained herein (it being understood that the failure of a Portfolio Investment to satisfy the
Eligibility Criteria after the date of its purchase shall not constitute such a failure) or in any other Loan Document and, in
the case of this clause (B), if such failure is capable of being remedied, such failure shall not have been remedied or waived
within thirty (30) days after the earlier of (i) receipt by such Credit Risk Party of written notice of such failure from the Administrative
Agent and (ii) an officer of such Credit Risk Party becoming aware of such failure; or




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(d) 


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


(e) 


any Credit Risk Party
shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (d)
of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for such Credit Risk Party, as applicable, or for a substantial part of its assets, or (iv)  make
a general assignment for the benefit of creditors; or


(f) 


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


(g) 


the Investment Manager
resigns in accordance with the Investment Management Agreement as in effect on the Effective Date and an Affiliate of the Investment
Manager is not appointed (or has not accepted such appointment) or the Investment Management Agreement is subject to termination
in accordance with the Investment Management Agreement in each case; or


(h) 


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


(i) 


any final judgments
or orders (not subject to appeal or otherwise non-appealable) by one or more courts of competent jurisdiction for the payment of
money in an aggregate amount in excess of $5,000,000 (after giving effect to insurance, if any, available with respect thereto)
shall be rendered against the Company, and the same shall remain unsatisfied, unvacated, unbonded or unstayed, un-discharged or
not set aside for a period of sixty (60) days after the date on which the right to appeal has expired; or


(j) 


an ERISA Event occurs;
or


(k) 


a Change of Control
occurs; or


(l) 


the Company, or the
arrangements contemplated by the Loan Documents, shall become required to register as an “investment company” within
the meaning of the Investment Company Act of 1940, as amended; or


(m) 


(x) the Company amends
a Loan Document in a manner materially adverse to the Administrative Agent without the written consent of the Administrative Agent,
or (y) the Company or any other party to the Loan Documents disaffirms, disclaims, repudiates or rejects, in whole or in part,
or challenges the validity of, the Loan Documents; provided, notwithstanding the materiality limits contained in subclause (x)
above, the Company shall provide the Administrative Agent with notice of any amendment of the Loan Documents at least two (2) Business
Days prior to the execution thereof, regardless of whether such amendment will materially adversely affect the Administrative Agent;
or




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(n) 


GSO / Blackstone
Debt Funds Management LLC or an Affiliate of GSO / Blackstone Debt Funds Management LLC ceases to be the investment sub-advisor
of FS Investment Corporation II;


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


ARTICLE
VIII



ACCOUNTS;
COLLATERAL SECURITY


Section
8.01. 


The Accounts;
Agreement as to Control.


(a) 


Establishment
and Maintenance of Accounts. The Company has directed and the Securities Intermediary hereby acknowledges that it has established
(1) an account designated as the “Custodial Account”; (2) an account designated as the “CE Cure Account”;
(3) an account designated as the “Interest Collection Account” and (4) an account designated as the “Principal
Collection Account” (the Custodial Account, CE Cure Account, Interest Collection Account and Principal Collection Account,
each, an “Account” and, collectively, the “Accounts”), and the account numbers for the Accounts
are set forth on the Transaction Schedule. The Securities Intermediary agrees to maintain each of the Accounts as a securities
intermediary in the name of the Company subject to the lien of the Collateral Agent under this Agreement, and agrees not to change
the name or account number of any Account without the prior consent of the Collateral Agent. The Securities Intermediary hereby
certifies that it is a bank or trust company that in the ordinary course of business maintains securities accounts for others and
in that capacity has established the Accounts in the name of the Company.




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Nothing herein shall
require the Securities Intermediary to credit to any Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9)
of the UCC) any asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain”
a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC). Notwithstanding any term hereof or elsewhere to
the contrary, it is hereby expressly acknowledged that (a) interests in loans may be acquired and delivered by the Company to the
Securities Intermediary or the Collateral Agent from time to time that are not evidenced by, or accompanied by delivery of, a security
(as that term is defined in UCC Section 8-102) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and
may be evidenced solely by delivery to the Collateral Agent of a facsimile copy of a loan agreement, participation agreement or
an assignment agreement (“Loan/Assignment Agreement”) in favor of the Company, (b) any such Loan/Assignment
Agreement (and the registration of the related loan on the books and records of the applicable obligor or bank agent) shall be
registered in the name of the Company and (c) any duty on the part of the Securities Intermediary or Collateral Agent with respect
to such loan (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such loan for purposes
of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Collateral Agent in the physical custody of any
such Loan/Assignment Agreement that may be delivered to it. It is acknowledged and agreed that neither the Collateral Agent nor
the Securities Intermediary is under a duty to examine Underlying Instruments to determine the validity or sufficiency of any Loan/Assignment
Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the issuer’s title to any
related loan.


(b) 


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


(c) 


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




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(d) 


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


(e) 


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


(f) 


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


Section
8.02. 


Collateral Security;
Pledge; Delivery.


(a) 


Grant of Security
Interest. As collateral security for the prompt payment in full when due of all the Company’s obligations to the Agents
and the Lenders (collectively, the “Secured Parties”) under this Agreement (collectively, the “Secured
Obligations”), the Company hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers the Collateral
to the Collateral Agent, and grants to the Collateral Agent a continuing first priority security interest in favor of the Collateral
Agent in all of the Company’s right, title and interest in, to and under (in each case, whether now owned or existing, or
hereafter acquired or arising), all accounts, payment intangibles, general intangibles, chattel paper, electronic chattel paper,
instruments, deposit accounts, letter-of-credit rights, investment property, and any and all other assets or property of any type
or nature owned by it (all of the property described in this clause (a) being collectively referred to herein as “Collateral”),
including: (1) each Portfolio Investment, (2) the Accounts and all investments, obligations and other property from time to time
credited thereto, (3) the Investment Management Agreement and all rights relating thereto, (4) the Sale Agreement and all rights
related thereto, (5) all other property of the Company and (6) all proceeds thereof, all accessions to and substitutions and replacements
for, any of the foregoing, and all rents, profits and products of any thereof.


Notwithstanding any
provision of any Loan Document to the contrary, no interests in or of any Foreign Subsidiary of the Company shall be pledged or
similarly hypothecated to guarantee or support any obligations of the Company; provided, that this exception shall not apply to
a pledge of equity interests of any first tier Foreign Subsidiary representing sixty-five percent (65%) or less of the voting equity
interests and 100% or less of the non-voting equity interests of such Foreign Subsidiary. The parties agree that any pledge, guaranty
or security or similar interest made or granted in contravention of the immediately preceding sentence shall be void ab initio.




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(b) 


Delivery and Other
Perfection. In furtherance of the collateral arrangements contemplated herein, the Company shall (1) Deliver to the Collateral
Agent the Collateral hereunder as and when acquired by the Company; and (2) if any of the securities, monies or other property
pledged by the Company hereunder are received by the Company, forthwith take such action as is necessary to ensure the Collateral
Agent’s continuing perfected security interest in such Collateral (including Delivering such securities, monies or other
property to the Collateral Agent).


(c) 


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


(1) 


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


(2) 


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


(3) 


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


(4) 


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


(5) 


Take control
of any proceeds of the Collateral.


(6) 


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


(7) 


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




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In connection with
the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations
set forth therein, the provisions set forth in the second paragraph of Section 1.04 regarding the sale of Portfolio Investments
by an Agent shall apply to any such sale hereunder.


After the termination
of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or
transfer of the Collateral shall be delivered to the Company.


(d) 


Compliance with
Restrictions. The Company agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such
sale as it may be advised by counsel is necessary in order to avoid any violation of Applicable Law (including compliance with
such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers
have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that
they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral),
or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official,
and the Company further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed
not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable or accountable to the Company
or the Investment Manager for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any
such limitation or restriction.


(e) 


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


(f) 


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




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(g) 


Further Assurances.
The Company covenants and agrees that, from time to time upon the request of the Collateral Agent (as directed by the Administrative
Agent), the Company will execute and deliver such further documents, and do such other acts and things as the Collateral Agent
(as directed by the Administrative Agent) may reasonably request in order fully to effect the purposes of this Agreement and to
protect and preserve the priority and validity of the security interest granted hereunder or to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any Collateral.


(h) 


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


Section
8.03. 


Accountings.


(a) 


Daily Reports.
On each Business Day, commencing on November 21, 2014, the Company shall compile and provide (or cause to be compiled and provided)
to the Agents and the Lenders, a position report (each, a “Position Report”) and a cash flow report (the “Cash
Flow Report”) for the previous Business Day. The Position Report shall be substantially in the form set forth in Schedule
6 and the Cash Flow Report shall contain such information as the Administrative Agent shall reasonably request. For the avoidance
of doubt, the Company has engaged the Collateral Administrator pursuant to the Collateral Administration Agreement to compile and
provide the information and reports to be provided in this Section 8.03.


(b) 


Cooperation.
The Company shall cause the Investment Manager to cooperate with the Collateral Administrator in the preparation of the reports
to be delivered under this Section 8.03. Without limiting the generality of the foregoing, the Company shall cause the Investment
Manager to supply in a timely fashion any information maintained by it that the Collateral Administrator may from time to time
reasonably request with respect to the Portfolio Investments and any information reasonably necessary to complete the reports to
be prepared by the Collateral Administrator hereunder or required to permit the Collateral Administrator to perform its obligations
hereunder.


Section
8.04. 


Additional Reports.
In addition to the information and reports specifically required to be provided pursuant to the terms of this Agreement, the Company
(at its expense), or the Collateral Administrator, at the direction of the Company, shall compile and the Company shall then provide
the Administrative Agent with all information or reports, and such additional information as the Administrative Agent may from
time to time reasonably request and the Company shall reasonably determine may be obtained and provided without unreasonable burden
or expense.




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ARTICLE
IX



THE
AGENTS


Section
9.01. 


Appointment of
Administrative Agent and Collateral Agent.


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


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


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




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Each Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, direction, opinion, document or other writing believed by it to be genuine and to have been signed or sent by the proper
person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper
person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for
the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts or be responsible for the misconduct or negligence
of attorneys appointed by it with due care.


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


It is expressly acknowledged
and agreed that neither the Collateral Administrator nor the Collateral Agent shall be responsible for, and shall not be under
any duty to monitor or determine, compliance with the Eligibility Criteria (Schedule 3) or the conditions to any purchase hereunder
in any instance, or to determine if the conditions of “Deliver” have been satisfied or otherwise to monitor or determine
compliance by any other person with the requirements of this Agreement.


Each Agent may perform
any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it; provided,
however, that any such sub-agent receiving payments from the Company shall be a “U.S. person” and a “financial
institution” within the meaning of Treasury Regulations Section 1.1441-1T and a “U.S. financial institution”
within the meaning of Treasury Regulations Section 1.1471-1(b)(136). No Agent shall be responsible for any misconduct or negligence
on the part of any sub-agent or attorney appointed by such Agent with due care. Each Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective affiliates and the respective directors, officers,
employees, agents and advisors of such person and its affiliates (the “Related Parties”) for such Agent. The
exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and
any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent or Collateral Agent, as the case may be.




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Subject to the appointment
and acceptance of a successor Agent as provided in this paragraph, each Agent may resign at any time by notifying the other Agents,
the Financing Providers, the Investment Manager and the Company. Upon any such resignation, the Required Financing Providers shall
have the right (with, so long as no Event of Default has occurred and is continuing or no Coverage Event has occurred, the consent
of the Company) to appoint a successor; provided, however, that any such successor receiving payments from the Company
shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section
1.1441-1T and a “U.S. financial institution” within the meaning of Treasury Regulations Section 1.1471-1(b)(136). If
no successor shall have been so appointed by the Required Financing Providers and shall have accepted such appointment within thirty
(30) days after the retiring Agent gives notice of its resignation, then the Administrative Agent may, on behalf of the Financing
Providers, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an affiliate
of any such bank provided, however, that any such successor receiving payments from the Company shall be a “U.S.
person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1T and a “U.S.
financial institution” within the meaning of Treasury Regulations Section 1.1471-1(b)(136). If no successor shall have been
so appointed by the Administrative Agent and shall have accepted such appointment within sixty (60) days after the retiring Agent
gives notice of its resignation, such Agent may petition a court of competent jurisdiction for the appointment of a successor
provided, however, that any such successor receiving payments from the Company shall be a “U.S. person”
and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1T and a “U.S. financial
institution” within the meaning of Treasury Regulations Section 1.1471-1(b)(136). Upon the acceptance of its appointment
as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After the retiring Agent’s resignation hereunder, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent
or Collateral Agent, as the case may be.


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


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




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


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


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


In the absence of
gross negligence, willful misconduct or bad faith on the part of the Agents, the Agents may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any request, instruction, certificate, opinion or
other document furnished to the Agents, reasonably believed by the Agents to be genuine and to have been signed or presented by
the proper party or parties and conforming to the requirements of this Agreement; but in the case of a request, instruction, document
or certificate which by any provision hereof is specifically required to be furnished to the Agents, the Agents shall be under
a duty to examine the same in accordance with the requirements of this Agreement to determine that it conforms to the form required
by such provision.


No Agent shall be
responsible for delays or failures in performance resulting from acts beyond its control. Such acts include but are not limited
to acts of God, strikes, lockouts, riots and acts of war. The protections set forth in this Section 9.01 shall likewise be available
and applicable to the Securities Intermediary and the Collateral Administrator.


Section
9.02. 


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


(a) 


Collateral Agent
May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative
Agent or the Required Financing Providers) for the maintenance, preservation or protection of any of the Collateral or of its security
interest therein, provided that the Collateral Agent shall have no obligation to take any such action in the absence of
such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same (1) is contrary
to Applicable Law or (2) might subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative
Agent or the Required Financing Providers, as the case may be, issuing such instruction makes provision satisfactory to the Collateral
Agent for payment of same. With respect to actions which are incidental to the actions specifically delegated to the Collateral
Agent hereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required
to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the written direction
of the Administrative Agent; provided that the Collateral Agent shall not be required to take any action hereunder at the request
of the Administrative Agent, the Required Financing Providers or otherwise if the taking of such action, in the determination of
the Collateral Agent, (1) is contrary to Applicable Law or (2) is reasonably likely to subject the Collateral Agent to any loss,
liability, cost or expense, unless the Administrative Agent or the Required Financing Providers, as the case may be, issuing such
instruction make provision satisfactory to the Collateral Agent for payment of same. In the event the Collateral Agent requests
the consent of the Administrative Agent and the Collateral Agent does not receive a consent (either positive or negative) from
the Administrative Agent within ten (10) Business Days of its receipt of such request, the Administrative Agent shall be deemed
to have declined to consent to the relevant action.




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If, in performing
its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, the Collateral
Agent may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral
Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but
shall be under no duty to, take or refrain from taking any such courses of action and shall have no liability in connection therewith
except as otherwise provided in this Agreement. The Collateral Agent shall act in accordance with instructions received after such
five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent
with such instructions. The Collateral Agent shall be entitled to rely on the advice of legal counsel and independent accountants
in performing its duties hereunder with no liability therefor and shall be deemed to have acted in good faith if it acts in accordance
with such advice.


(b) 


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


(c) 


Collateral Agent
Not Liable. The Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect
to (1) the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s
failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not
as collateral agent, in accordance with their terms) or (2) losses incurred as a result of the liquidation of any Eligible
Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing
performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Portfolio Investments
or other Collateral.




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(d) 


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


(e) 


Collateral Agent,
Collateral Administrator and Securities Intermediary Fees and Expenses. The Company agrees to pay to the Collateral Agent,
the Securities Intermediary and the Collateral Administrator such fees as agreed to in a separate fee letter agreement, dated November
14, 2014, among the Collateral Agent, the Collateral Administrator and the Company and acknowledged hereby by the Administrative
Agent and as may be subsequently modified as agreed among the Company, the Administrative Agent, the Collateral Agent, the Securities
Intermediary and the Collateral Administrator in writing. The Company further agrees to pay to the Collateral Agent, the Securities
Intermediary and the Collateral Administrator, or reimburse the Collateral Agent, the Securities Intermediary and the Collateral
Administrator for paying, reasonable and documented out-of-pocket expenses in connection with this Agreement, the Collateral Administration
Agreement and the transactions contemplated hereby. On each Interest Payment Date, prior to the payment of any other amounts due
under this Agreement or the other Loan Documents, the Company agrees that it shall first pay any fees and amounts due to the Collateral
Agent, Collateral Administrator and Securities Intermediary under this Agreement to the extent of Interest Proceeds available for
distribution in the Interest Collection Account on such Interest Payment Date; provided that in no event shall the aggregate
amount of such fees and amounts exceed $736,667 in any 12 month period (the “Annual Cap”) during the term of
this Agreement. If any amounts are due and owing in excess of the Annual Cap on any Interest Payment Date, the Company agrees to
pay such excess amounts, to the extent of Proceeds available for distribution in the Interest Collection Account on such Interest
Payment Date, on a pari passu basis with any indemnities or expense reimbursements payable to the Administrative Agent,
immediately after payment of any interest and principal amounts owed and fees and other amounts payable to the Lenders and prior
to payments to any other party under this Agreement or the other Loan Documents.


(f) 


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




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(g) 


Information Provided
to Collateral Agent and Collateral Administrator. Without limiting the generality of any terms of this Section, neither the
Collateral Agent nor the Collateral Administrator shall have liability for any failure, inability or unwillingness on the part
of the Investment Manager, the Administrative Agent or the Company to provide accurate and complete information on a timely basis
to the Collateral Agent or the Collateral Administrator, as applicable, or otherwise on the part of any such party to comply with
the terms of this Agreement, and, absent gross negligence, willful misconduct or bad faith, shall have no liability for any inaccuracy
or error in the performance or observance on the Collateral Agent’s or Collateral Administrator’s, as applicable, part
of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received
by it, or other failure on the part of any such other party to comply with the terms hereof.


ARTICLE
X



MISCELLANEOUS


Section
10.01. 


Non-Petition.


Each of the Collateral
Agent, the Securities Intermediary and the Collateral Administrator hereby agrees not to commence, or join in the commencement
of, any proceedings in any jurisdiction for the bankruptcy, winding-up, reorganization, arrangement, insolvency, moratorium or
liquidation of the Company or any similar proceedings, in each case prior to the date that is one year and one day (or if longer,
any applicable preference period plus one day) after the payment in full of all Indebtedness, Secured Obligations or other obligations
owing by the Company. The foregoing restrictions are a material inducement for the parties hereto to enter into this Agreement
and are an essential term of this Agreement. The Administrative Agent or the Company may seek and obtain specific performance of
such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding-up, reorganization,
arrangement, insolvency, moratorium or liquidation or similar proceedings. The Company shall promptly object to the institution
of any bankruptcy, winding-up, reorganization, arrangement, insolvency, moratorium or liquidation or similar proceedings against
it and take all necessary or advisable steps to cause the dismissal of any such proceeding; provided that such obligation
shall be subject to the availability of funds therefor.


Section
10.02. 


Notices.


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


Section
10.03. 


No Waiver.


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




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Section
10.04. 


Expenses; Indemnity;
Damage Waiver.


(a) 


The Company agrees
to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent,
the Collateral Administrator and the Lenders in connection with the preparation, execution, delivery, syndication and administration
of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and the other documents and agreements to be delivered hereunder or with respect hereto,
in each case, subject to any cap on such costs and expenses set forth in the Loan Documents or otherwise agreed by the parties,
and the Company further agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent,
the Collateral Agent and the Collateral Administrator in connection with any amendments, waivers or consents executed in connection
with this Agreement, including the reasonable fees and out of pocket, documented expenses of counsel for the Administrative Agent,
the Collateral Agent, the Collateral Administrator and the Lenders with respect thereto and with respect to advising the Administrative
Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all reasonable, documented and out-of-pocket
costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, the Collateral Agent,
the Collateral Administrator and the Lenders, in connection with the enforcement against the Company of this Agreement or any of
the other Loan Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided, that
in the case of reimbursement of (A) counsel for the Lenders other than the Administrative Agent, such reimbursement shall be limited
to one counsel for all the Administrative Agent and Lenders, (B) counsel for the Collateral Agent shall be limited to one counsel
for such Person and (C) counsel for the Collateral Administrator shall be limited to one counsel for such Person.


(b) 


The Company shall
indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and each Related Party of any of the
foregoing persons (each such person being called an “Indemnitee”), against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by
the parties thereto of their respective obligation, the exercise of the parties thereto of their respective rights or the consummation
of the transactions contemplated hereby, including any breach of any representation, warranty or covenant of the Company or the
Investment Manager in any Loan Document, (2) any Financing or the use of the proceeds therefrom or (3) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based in tort or contract or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available (a) to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from gross negligence, bad faith or willful misconduct on the part of any Indemnitee, (b) to the extent resulted from the nonperformance
or noncompliance by the Agents, the Collateral Administrator, the Securities Intermediary or the Lenders with their respective
obligations under this Agreement or (c) resulting from the performance of the Portfolio Investments. Payments under this Section
10.04(b) shall be made by the Company to the Administrative Agent for the benefit of the relevant Indemnitee.




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(c) 


To the extent permitted
by Applicable Law, neither the Company nor any Indemnitee shall assert, and each hereby waives, any claim against the Company or
any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement, instrument
or transaction contemplated hereby, any Financing or the use of the proceeds thereof.


(d) 


For the avoidance
of doubt, the costs and expenses described in this Section 10.04 shall not include Taxes.


Section
10.05. 


Amendments.


No amendment, modification
or waiver in respect of this Agreement will be effective unless in writing (including, without limitation, a writing evidenced
by a facsimile transmission or electronic mail) and executed by each of the Company, the Agents and the Required Financing Providers;
provided, however, that the Administrative Agent may waive any of the Eligibility Criteria and the requirements set
forth in Schedule 3 or Schedule 4 in its sole discretion.


Section
10.06. 


Confidentiality.


Each Agent, the Securities
Intermediary and each Lender agrees to maintain the confidentiality of the Information after receipt thereof (or, with respect
to Information relating to or provided by an obligor in respect of a Portfolio Investment, for a period (as notified to the Agents,
the Securities Intermediary and the Lenders) commencing upon receipt thereof and ending on the date on which the confidentiality
obligations of the Company with respect to such obligor terminate) (it being understood that documents provided to the Administrative
Agent hereunder may in all cases be distributed by the Administrative Agent to the Lenders) except that the Agents, the Securities
Intermediary or such Lender may disclose such information (i) to its affiliates, officers, directors, employees, agents, counsel,
accountants, auditors, advisors or representatives, (ii) to the extent such information has become available to the public other
than as a result of a disclosure in violation of this Agreement, (iii) to the extent such information was available to such party
on a non-confidential basis prior to its disclosure to such party hereunder, (iv) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (v) subject to an agreement containing provisions substantially the same as those of this Section 10.06,
to (x) any assignee of or Participant in (to the extent such Person is permitted to become an assignee or Participant hereunder),
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (vi) with the
consent of the Investment Manager, or (vii) to the extent the such party should be (A) required in connection with any legal or
regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that in the case of
clause (vii) above, the Agent, the Securities Intermediary or such Lender, as applicable, will use reasonable efforts to maintain
confidentiality and will (unless otherwise prohibited by law) notify the Investment Manager of its intention to make any such disclosure
prior to making any such disclosure. Any Person required to maintain the confidentiality of Information as provided in this Section
10.06 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding
the foregoing, a Lender may disclose the U.S. tax treatment and U.S. tax structure with respect to the Financings.




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Section 10.07. 


Non-Recourse.


Notwithstanding any
other provision of this Agreement, no recourse under any obligation, covenant or agreement of the Company or the Investment Manager
contained in this Agreement or any other Loan Document shall be had against any incorporator, stockholder, partner, officer, director,
member, manager, employee or agent of Company, the Investment Manager or any of their respective Affiliates (solely by virtue of
such capacity) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise;
it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Company and/or the Investment
Manager, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director,
member, manager, employee or agent of the Company, the Investment Manager or any of their respective Affiliates (solely by virtue
of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of the Company or the Investment
Manager contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Company
or the Investment Manager of any of such obligations, covenants or agreements, either at common law or at equity, or by statute,
rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly
waived as a condition of and in consideration for the execution of this Agreement; provided however, the foregoing shall not be
construed so as to exonerate or exculpate the Company or the Investment Manager from any liability by reason of a breach by such
party of any of its obligations, covenants or agreements contained in the Loan Documents or its willful misconduct or gross negligence.


Section
10.08. 


Successors; Assignments.


(a) 


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




    	-68-



    	 



    

 


(b) 


Subject to the conditions
set forth below, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Financing Commitment and the Advances at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of the Administrative Agent and, unless an Event of Default has occurred and is
continuing or a Coverage Event shall have occurred, if such assignee is not an Eligible Assignee, the Company; provided
that no consent of the Administrative Agent or the Company shall be required for an assignment of any Financing Commitment to an
assignee that is a Lender with a Financing Commitment immediately prior to giving effect to such assignment.


Assignments shall
be subject to the following additional conditions: (A) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations under this Agreement; and (B) the parties to each assignment shall
execute and deliver to the Administrative Agent an assignment and assumption agreement in form and substance acceptable to the
Administrative Agent.


Subject to acceptance
and recording thereof below, from and after the effective date specified in each assignment and assumption the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such assignment and assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignment
and assumption, be released from its obligations under this Agreement (and, in the case of an assignment and assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto as
a Lender but shall continue to be entitled to the benefits of Section 10.04).


(c) 


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




    	-69-



    	 



    

 


(d) 


Each Lender that
sells a participation shall, acting solely for this purpose as an agent of the Company, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest
in the Advances or other obligations under this Agreement (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure (i) is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations,
(ii) is reasonably requested by the Borrower to determine whether a Participant is eligible to receive additional amounts pursuant
to Section 3.01(f) as a result of a Change in Law occurring after the Participant acquired the applicable participation or (iii)
is otherwise required thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and each Person
whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Company agrees that each Participant
shall be entitled through the Lender granting such participation (and for the avoidance of doubt shall have no direct rights against
the Company) to the benefits of Sections 3.01(f) and 3.03 (subject to the requirements and limitations therein, including
the requirements under Section 3.03(f) (it being understood that the documentation required under Section 3.03(f) shall be delivered
to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.04
as if it were an assignee under Section 10.08(b) and (B) shall not be entitled to receive any greater payment under Sections 3.01(f)
and 3.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the
extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the
applicable participation.


Section
10.09. 


Governing Law;
Submission to Jurisdiction; Etc.


(a) 


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


(b) 


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


(c) 


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




    	-70-



    	 



    

 


Section
10.10. 


Counterparts.


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


Section
10.11. 


Headings.


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


Section
10.12. 


Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


Notwithstanding
anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among any such parties, each
party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreement may
be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


(a) 


the application of
any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any Lender that is an EEA Financial Institution; and


(b) 


the effects of any
Bail-In Action on any such liability, including, if applicable:


(1) 


a reduction in full
or in part or cancellation of any such liability;


(2) 


a conversion
of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or


(3) 


the variation
of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.


As used herein:


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.




    	-71-



    	 



    

 


“EEA Financial
Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an
EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


[remainder of page intentionally
blank]




    	-72-



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


	 	JUNIATA RIVER LLC, as Company
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	JPMorgan Chase Bank, National

Association, as Administrative Agent 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CITIBANK, N.A.,

as Collateral Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CITIBANK, N.A.,

as Securities Intermediary
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	  	 	 	 
	 	VIRTUS GROUP, LP,

as Collateral Administrator
	 	 
	 	By:   	 
	 	 	Name:   	 
	 	 	Title:	 
	 	 	 	 




    	[Signature Page to Juniata River Loan Agreement]



    	 



    

 


	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Lender
	 	 
	 	By:   	 
	 	 	Name:   	 
	 	 	Title:	 
	 	 	 	 




    	[Signature Page to Juniata River Loan Agreement]



    	 



    

 


SCHEDULE 1


Transaction Schedule


	1.	Types of Financing	Available	Financing Limit
	 	Advances	yes	U.S. $850,000,000 (including $300,000,000 existing prior to Amendment No. 1), as reduced from time to time pursuant to Article II


 


	2.	Financing Providers	 	Financing Commitment
	 	Lender:	JPMorgan Chase Bank, National Association	U.S.$850,000,000 (including $300,000,000 existing prior to Amendment No. 1), as reduced from time to time pursuant to Article II
	 	 	 	 	 





	3.	Scheduled Termination Date:	October 11, 2020


 


	4.	Account Numbers	 
	 	Custodial Account:	11346600
	 	CE Cure Account:	11346700
	 	Interest Collection Account:	11346800
	 	Principal Collection Account:	11346900


 


	5.	Market Value Trigger:	150%


 


	6.	Purchases of Restricted Securities	 
	 	Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute a Restricted Security.  As used herein, “Restricted Security “ means any security that forms part of a new issue of publicly issued securities (a) with respect to which an affiliate of any Financing Provider that is a “broker” or a “dealer”, within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within thirty (30) days of the proposed purchase by the Company and (b) that the Company proposes to purchase from any such affiliate of any Financing Provider.


 




    	Sch. 1-1



    	 



    

 


Addresses for Notices


	The Company:	
        Juniata River LLC

        c/o FS Investment Corporation II

        201 Rouse Boulevard

        Philadelphia, PA 19112
	
        Attention: Gerald F. Stahlecker,

Executive Vice President

        Telephone: (215) 495-1169

        Facsimile: (215) 222-4649

	The Investment Manager:	
        FS Investment Corporation II

        201 Rouse Boulevard

        Philadelphia, PA 19112
	
        Attention: Gerald F. Stahlecker,

Executive Vice President

        Telephone: (215) 495-1169

        Facsimile: (215) 222-4649

	The Administrative Agent:	JPMorgan Chase Bank, National Association

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware  19713	Attention:  Ryan Hanks

Telephone:  (302) 634-2030




	 	with a copy to:	 
	 	JPMorgan Chase Bank, National Association

383 Madison Ave.

New York, New York  10179	Attention:  Louis Cerrotta

Telephone:  212-622-7092

Email: louis.cerrotta@jpmorgan.com; Ruchira.patel@jpmorgan.com; Ji.han@jpmorgan.com; sud.x.subrahmanyan@jpmorgan.com; larry.w.wise@jpmorgan.com; Allison.Shapiro@jpmorgan.com; Keith.harden@jpmorgan.com; DE_custom_business@jpmorgan.com; arthur.flynn@jpmorgan.com; Jeffrey.L.Panzo@jpmorgan.com
	The Collateral Agent:	Citibank, N.A.

480 Washington Blvd, 30th Floor

Jersey City, New Jersey 07310	Attention: Agency & Trust – Juniata River LLC

Facsimile: (212) 816-5527
	The Securities Intermediary:	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013	Attention: Agency & Trust - Juniata River LLC

Facsimile: (212) 816-5527
	The Collateral Administrator:	Virtus Group, LP

5400 Westheimer Court, Suite 760

Houston, Texas 77056	Attention: Juniata River LLC

Facsimile: (866) 816-3203
	JPMCB:	JPMorgan Chase Bank, National Association

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware  19713	Attention:  Robert Nichols

Facsimile:  (302) 634-1092


 




    	Sch. 1-2



    	 



    

 


	 	with a copy to:	 
	 	JPMorgan Chase Bank, National Association

270 Park Avenue

New York, New York  10017	Attention:  Eugene O’Neill

Telephone:  212-834-9295
	Each other Financing Provider:	The address (or facsimile number or electronic mail address) provided by it to the Administrative Agent.	 


 




    	Sch. 1-3



    	 



    

 


SCHEDULE 2


Contents of Approval Requests


Each Approval Request shall include the below information for the
related Portfolio Investment. Additionally, the excel file attached as Exhibit I to the Approval Request shall be emailed separately
to the following addresses:


louis.cerrotta@jpmorgan.com; Ruchira.patel@jpmorgan.com; Ji.han@jpmorgan.com;
sud.x.subrahmanyan@jpmorgan.com; Allison.Shapiro@jpmorgan.com; Jacob.pollack@jpmorgan.com; Ravi.d.sarawgi@jpmorgan.com; Jason.e.adler@jpmorgan.com;
DE_custom_business@jpmorgan.com; Ct.financing.requests@jpmorgan.com; Jeffrey.L.Panzo@jpmorgan.com; arthur.flynn@jpmorgan.com


JPMorgan Chase Bank, National Association,

as Administrative Agent

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

Attention: Ryan Hanks

Email:  ryan.j.hanks@jpmorgan.com


JPMorgan Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Louis Cerrotta

Email:   Allison.Shapiro@jpmorgan.com


Larry.w.wise@jpmorgan.com


Jeffrey.l.panzo@jpmorgan.com


Arthur.flynn@jpmorgan.com


JPMorgan Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

Attention: Ryan Hanks




    	Sch. 2-1



    	 



    

 


cc:


Citibank, N.A., as Collateral Agent


480 Washington Blvd, 30th Floor


Jersey City, New Jersey 07310


Attention: Agency & Trust - Juniata River LLC


Virtus Group, LP, as Collateral Administrator


5400 Westheimer Court, Suite 760

Houston, Texas 77056

Attention: Juniata River LLC


Ladies and Gentlemen:


Reference is hereby
made to the Loan Agreement, dated as of November 14, 2014 (the “Agreement”), among Juniata River LLC, as borrower
(the “Company”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative
Agent”), the financing providers party thereto, and the collateral agent, collateral administrator and securities intermediary
party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms
in the Agreement.


Pursuant to the Agreement,
the Investment Manager hereby requests approval for the Company to acquire the Portfolio Investment described in Exhibit I hereto.


To the extent available, we have included herewith (1) the
Underlying Instruments (including the collateral and security documents) relating to each such Portfolio Investment, (2) audited
financial statement for the previous most recently ended three years of the obligor of each such Portfolio Investment, (3) quarterly
statements for the previous most recently ended eight fiscal quarters of the obligor of each such Portfolio Investment, (4) any
appraisal or valuation reports conducted by third parties, (5) applicable “proof of existence” details (if requested
by the Administrative Agent) and (6) the ratio of indebtedness to EBITDA as calculated by the Investment Manager using information
provided to the Investment Manager by the related obligor. The Investment Manager acknowledges that it will provide such other
information customary and typical in performing a detailed credit analysis on each applicable obligor and from time to time reasonably
requested by the Administrative Agent.1


	 	Very truly yours,
	 	 
	 	FS INVESTMENT CORPORATION II,

as Investment Manager
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 


 


____________________


1 Company
to deliver pre-signed assignment agreement if the Investment Manager and the administrative agent for the proposed Portfolio Investment
are affiliates.


 




    	Sch. 2-2



    	 



    

 


Exhibit I to Approval Request


(attach an Excel file containing the following
information relating to the Portfolio Investment)


	Fund
	Issuer / Obligor
	Identifier (LoanX; CUSIP)
	Requested Notional Amount
	Asset Class
	Syndication Type
	Lien
	Tranche Size (Pro Forma)
	Price
	Spread / Coupon
	Base Rate
	LIBOR Floor
	Maturity
	Moody’s SIC
	LTM EBITDA (In Millions)
	LTM Capital Expenditures (in Millions)
	Leverage Through Tranche (Net)


 




    	Sch. 2-3



    	 



    

 


SCHEDULE 3


Eligibility Criteria


(i) 


it is a debt obligation
payable in U.S. dollars, purchased at a price that is at least 80% of the par amount of such obligation;


(ii) 


it is issued by
a company organized in an Eligible Jurisdiction and if such company is organized in an Eligible Jurisdiction other than the United
States, such company has submitted to jurisdiction in the United States in the related Underlying Instrument and the related Underlying
Instrument is governed by the laws of a State of the United States;


(iii) 


it is eligible
to be entered into by, sold, assigned or participated to the Company and pledged to the Collateral Agent;


(iv) 


it provides for
periodic payments of interest thereon in cash at least semi-annually;


(v) 


it is an obligation
upon which no payments are subject to deduction or withholding for or on account of any withholding Taxes imposed by any jurisdiction
unless the related obligor is required to make “gross-up” payments that cover the full amount of any such withholding
Taxes (subject to customary conditions to such payments which the Company (or the Investment Manager on behalf of the Company)
in its good faith reasonable judgment expects to be satisfied);


(vi) 


it is not in default
(unless it is a Current Pay Obligation);


(vii) 


it is not at the
time of purchase or commitment to purchase the subject of an offer other than (a) an offer of publicly registered securities with
equal or greater face value and substantially identical terms issued in exchange for securities issued under Rule 144A or (b) an
offer pursuant to the terms of which the offeror offers to acquire a debt obligation in exchange for consideration consisting solely
of cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest;


(viii) 


it is not an obligation
on which the stated rate of interest is scheduled to decrease (although interest payments may decrease due to unscheduled events
such as a decrease of the index relating to a Portfolio Investment that bears interest at a floating rate, the change from a default
rate of interest to a non-default rate or an improvement in the obligor’s financial condition);


(ix) 


it is not a security
whose repayment is subject to substantial material non-credit related risk as determined by the Investment Manager or to the non-occurrence
of certain catastrophes specified in the documents governing such security;




    	Sch. 3-1



    	 



    

 


(x) 


if such obligation
provides for the payment of interest at a floating rate, such floating rate is determined by reference to (1) the Dollar prime
rate, the LIBO Rate, Euro rate or similar interbank offered rate or commercial deposit rate or (2) any other index approved by
the Administrative Agent;


(xi) 


it will not cause
the Company or the pool of Collateral to be required to register as an investment company under the Investment Company Act of 1940,
as amended;


(xii) 


it is not an obligation
that at the time of purchase or commitment to purchase provides for conversion into an equity security (1) automatically after
a specified period of time or (2) at the option of the Company thereof at any time;


(xiii) 


is not a Structured
Finance Obligation, Letter of Credit, Synthetic Security Delayed Funding Term Loan, Revolving Credit Facility or Asset Based Loan;


(xiv) 


the related security
is primarily located in an Eligible Jurisdiction; and


(xv) 


if it is a participation,
(a) it is transferred pursuant to the Participation Agreement, (b) if the participation becomes part of the Collateral in connection
with a Coverage Event Cure, it is not part of the Collateral for more than fifteen (15) Business Days (or such longer period, if
any, consented to by the Administrative Agent, in its sole discretion) and (c) if the participation becomes part of the Collateral
other than in connection with a Coverage Event Cure, it is not part of the Collateral for more than thirty (30) calendar days (or
such longer period, if any, consented to by the Administrative Agent, in its sole discretion), provided that a participation sold
on or prior to the Amendment Effective Date may be part of the Collateral for up to sixty (60) days following the Amendment Effective
Date (or such longer period, if any, consented to by the Administrative Agent, in its sole discretion);


provided,
however, that one or more of the foregoing requirements may be waived in writing by the Administrative Agent (in its sole
and absolute discretion) prior to the Company’s commitment to purchase a Portfolio Investment.




    	Sch. 3-2



    	 



    

 


SCHEDULE 4


Concentration Limitations


The “Concentration Limitations”
shall be satisfied on any date of determination if, in the aggregate, the Portfolio Investments owned (or in relation to a proposed
purchase of a Portfolio Investment, proposed to be owned) by the Company comply with all the requirements set forth below:


1. 


Portfolio Investments
issued by a single obligor and its affiliates may not exceed an aggregate principal balance equal to 4% of the Total Principal
Balance provided that Portfolio Investments that are Senior Secured Loans issued by four (4) obligors and their respective
affiliates may each constitute up to an aggregate principal balance equal to 6% of the Total Principal Balance.


2. 


Not less than 65%
of the Total Principal Balance may consist of Senior Secured Loans and cash and Eligible Investments on deposit in the Accounts
representing Principal Proceeds.


3. 


Not more than an
aggregate of 35% of the Total Principal Balance may consist of Second Lien Loans.


4. 


Not more than an
aggregate of 10% of the Total Principal Balance may consist of any Portfolio Investments other than Senior Secured Loans or Second
Lien Loans.


5. 


Not more than 20%
of the Total Principal Balance may consist of Portfolio Investments that are issued by obligors that belong to a given Moody’s
Classified Industry.


6. 


Not more than 5%
of the Total Principal Balance minus the Excess Concentration Amount (without giving effect to clause (6) of the definition
of Concentration Limitations) may consist of Portfolio Investments that are Current Pay Obligations.


7. 


Not more than an
aggregate of 10% of the Total Principal Balance may consist of fixed rate Portfolio Investments.


8. 


Not more than an
aggregate of 10% of the Total Principal Balance may consist of participations in loans.




    	Sch. 4-1



    	 



    

 


SCHEDULE 5


[RESERVED]


 




    	Sch. 5-1



    	 



    

 


SCHEDULE 6


Form of Position Report


	Asset ID	Issuer Name	Asset Name	Asset  Detail Type Name	Asset Rate Type Name	Asset Maturity Date	Asset Security ID	Issuer ID	Currency Type Identifier	Asset Type Name	Facility LIBOR Spread	Outstanding Settled
	 	 	 	 	 	 	 	 	 	 	 	 


 


 




    	Sch. 6-1



    	 



    

 


SCHEDULE 7


 


 


 




    	Sch. 7-1



    	 



    

 


EXHIBIT A


Form of Request for Advance


JPMorgan Chase Bank, National Association,

as Administrative Agent

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Attention: Ryan Hanks


JPMorgan Chase Bank, National Association,

as Administrative Agent

383 Madison Avenue

New York, New York 10179

Attention: Louis Cerrotta

Email:  louis.cerrotta@jpmorgan.com

doreen.l.markowitz@jpmorgan.com

vincenzo.f.buffolino@jpmorgan.com

ruchira.patel@jpmorgan.com

Keith.Harden@jpmchase.com

Allison.Shapiro@jpmorgan.com

Sud.X.Subrahmanyan@jpmorgan.com

de_custom_business@jpmchase.com


JPMorgan Chase Bank, National Association,

as Lender

c/o JPMorgan Services Inc.

500 Stanton Christiana Rd., 3rd Floor

Newark, Delaware 19713

Attention: Robert Nichols


cc:


Juniata River LLC

c/o FS Investment Corporation II

201 Rouse Boulevard


Philadelphia, PA 19112


Citibank, N.A., as Collateral Agent

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Agency & Trust - Juniata River LLC


Virtus Group, LP, as Collateral Administrator

5400 Westheimer Court, Suite 760

Houston, Texas 77056

Attention: Juniata River LLC




    	Exh. A-1



    	 



    

 


Ladies and Gentlemen:


Reference is hereby
made to the Loan Agreement, dated as of November 14, 2014 (the “Agreement”), among Juniata River LLC, as borrower
(the “Company”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative
Agent”), the financing providers party thereto, and the collateral agent, collateral administrator and securities intermediary
party thereto. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms
in the Agreement.


Pursuant to the Agreement,
you are hereby notified of the following:


(1) 


The Company hereby
requests an Advance under Section 2.03 of the Agreement to be funded on [*].


(2) 


The aggregate amount
of the Advance requested hereby is $[*].1


(3) 


The proposed purchases
(if any) relating to this request are as follows:


	Asset Name(s)	Draw Amount(s) Requested	Market Value of Asset(s)	Price of Asset(s)	Purchased Interest (if any)
	 	 	 	 	 
	 	 	 	 	 


 


We hereby certify
that all conditions to the Purchase of such Portfolio Investment(s) set forth in Section 1.03 of the Agreement have been satisfied
or waived as of the related Trade Date (and shall be satisfied or waived as of the related Settlement Date).


	 	Very truly yours,
	 	 
	 	FS INVESTMENT CORPORATION II
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


 


____________________


1 Note:  The
requested Financing shall be in an amount such that, after giving effect thereto and the related purchase of the applicable Portfolio
Investment(s) and/or Permitted Distribution (if any), the Compliance Condition is satisfied.




    	Exh. A-2



    	 



    

  


EXHIBIT B


Moody’s Industry Classification
Groups


	 
	Industry

Code	 	Description
	1	 	Aerospace & Defense
	2	 	Automotive
	3	 	Banking, Finance, Insurance & Real Estate
	4	 	Beverage, Food & Tobacco
	5	 	Capital Equipment
	6	 	Chemicals, Plastics & Rubber
	7	 	Construction & Building
	8	 	Consumer goods:  Durable
	9	 	Consumer goods:  Non-durable
	10	 	Containers, Packaging & Glass
	11	 	Energy:  Electricity
	12	 	Energy:  Oil & Gas
	13	 	Environmental Industries
	14	 	Forest Products & Paper
	15	 	Healthcare & Pharmaceuticals
	16	 	High Tech Industries
	17	 	Hotel, Gaming & Leisure
	18	 	Media: Advertising, Printing & Publishing
	19	 	Media:  Broadcasting & Subscription
	20	 	Media:  Diversified & Production
	21	 	Metals & Mining
	22	 	Retail
	23	 	Services:  Business
	24	 	Services:  Consumer
	25	 	Sovereign & Public Finance
	26	 	Telecommunications
	27	 	Transportation:  Cargo
	28	 	Transportation:  Consumer
	29	 	Utilities:  Electric
	30	 	Utilities:  Oil & Gas
	31	 	Utilities:  Water
	32	 	Wholesale


 


 



    	Exh. B-1