FS Investment Corporation 8-K





 


EXHIBIT
10.1


 





	 



 










LOAN
AND SECURITY AGREEMENT


 


by and among


 


HAMILTON
STREET FUNDING LLC,

as the Borrower,


 


EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO,


as the Lenders,


 


EACH
OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO,

as the Lender Agents,


 


HSBC
BANK USA, NATIONAL ASSOCIATION,

as the Administrative Agent,


 


and


 


U.S.
BANK NATIONAL ASSOCIATION,

as the Collateral Agent, the Account Bank and the Custodian


 


Dated as of December 15, 2016


	 





 






    	 



     


    

 


TABLE
OF CONTENTS


 





	 	 	PAGE
	ARTICLE I DEFINITIONS	1
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Other Terms	43
	Section 1.03	Computation of Time Periods	43
	Section 1.04	Interpretation	43
	ARTICLE II THE FACILITY	44
	Section 2.01	Revolving Note and Advances	44
	Section 2.02	Procedure for Advances	45
	Section 2.03	Determination of Yield	46
	Section 2.04	Remittance Procedures	46
	Section 2.05	Instructions to the Collateral Agent and the Account Bank	51
	Section 2.06	Borrowing Base Deficiency Payments and Foreign Currency Required Reduction Amounts	51
	Section 2.07	Substitution and Sale of Loan Assets; Affiliate Transactions	52
	Section 2.08	Undrawn Fee	55
	Section 2.09	Increased Costs; Capital Adequacy	55
	Section 2.10	Taxes	57
	Section 2.11	Collateral Assignment of Agreements	59
	Section 2.12	Pledge of a Security Interest	59
	Section 2.13	Evidence of Debt	60
	Section 2.14	Survival of Representations and Warranties	60
	Section 2.15	Release of Loan Assets	60
	Section 2.16	Treatment of Amounts Received by the Borrower	61
	Section 2.17	Mandatory and Voluntary Prepayments; Termination; Reduction of the Maximum Facility Amount	61
	Section 2.18	Collections and Allocations	62
	Section 2.19	Reinvestment of Principal Collections	63
	Section 2.20	Defaulting Lenders	64
	Section 2.21	Increase of Commitments	64
	ARTICLE III CONDITIONS PRECEDENT	65
	Section 3.01	Conditions Precedent to Effectiveness	65





 






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TABLE OF CONTENTS


(continued) 





	 	 	Page
	Section 3.02	Conditions Precedent to All Advances	66
	Section 3.03	Advances Do Not Constitute a Waiver	68
	Section 3.04	Conditions to Pledges of Loan Assets	68
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	69
	Section 4.01	Representations and Warranties of the Borrower	69
	Section 4.02	Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	77
	Section 4.03	[Intentionally Omitted]	77
	Section 4.04	Representations and Warranties of the Collateral Agent	77
	Section 4.05	Representations and Warranties of each Lender	78
	Section 4.06	Representations and Warranties of the Custodian	78
	ARTICLE V GENERAL COVENANTS	79
	Section 5.01	Affirmative Covenants of the Borrower	79
	Section 5.02	Negative Covenants of the Borrower	84
	Section 5.03	[Intentionally Omitted]	86
	Section 5.04	[Intentionally Omitted]	86
	Section 5.05	Affirmative Covenants of the Collateral Agent	87
	Section 5.06	Negative Covenants of the Collateral Agent	87
	Section 5.07	Affirmative Covenants of the Custodian	87
	Section 5.08	Negative Covenants of the Custodian	87
	ARTICLE VI ADMINISTRATION AND SERVICING OF CONTRACTS	88
	Section 6.01	Designation of the Collateral Manager	88
	Section 6.02	Duties of the Collateral Manager	88
	Section 6.03	Collection of Payments; Accounts	88
	Section 6.04	Realization Upon Loan Assets	90
	Section 6.05	Reports to the Administrative Agent; Account Statements	90
	Section 6.06	Annual Independent Public Accountant’s Servicing Reports	92
	ARTICLE VII EVENTS OF DEFAULT	92
	Section 7.01	Events of Default	92
	Section 7.02	Additional Remedies of the Administrative Agent	96


 






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TABLE OF CONTENTS


(continued)


 






	 	 	Page
	ARTICLE VIII INDEMNIFICATION	97
	Section 8.01	Indemnities by the Borrower	97
	Section 8.02	[Intentionally Omitted]	100
	Section 8.03	Waiver of Certain Claims	100
	Section 8.04	Legal Proceedings	101
	Section 8.05	After-Tax Basis	101
	ARTICLE IX THE ADMINISTRATIVE AGENT AND THE LENDER AGENTS	101
	Section 9.01	The Administrative Agent	101
	Section 9.02	The Lender Agents	106
	Section 9.03	Force Majeure	108
	Section 9.04	Enforcement	108
	Section 9.05	Administrative Agent Compensation	108
	Section 9.06	Merger or Consolidation	108
	ARTICLE X THE COLLATERAL AGENT	109
	Section 10.01	Designation of the Collateral Agent	109
	Section 10.02	Duties of the Collateral Agent	109
	Section 10.03	Merger or Consolidation	112
	Section 10.04	Collateral Agent Compensation	112
	Section 10.05	Collateral Agent Removal	112
	Section 10.06	Limitation on Liability	112
	Section 10.07	Collateral Agent Resignation	114
	ARTICLE XI MISCELLANEOUS	114
	Section 11.01	Amendments and Waivers	114
	Section 11.02	Notices, etc	115
	Section 11.03	No Waiver; Remedies	117
	Section 11.04	Binding Effect; Assignability; Multiple Lenders	117
	Section 11.05	Term of this Agreement	118
	Section 11.06	GOVERNING LAW; JURY WAIVER	119
	Section 11.07	Costs and Expenses	119
	Section 11.08	No Proceedings	120
	Section 11.09	Recourse Against Certain Parties	120


 






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TABLE OF CONTENTS


(continued)


 






	 	 	Page
	Section 11.10	Execution in Counterparts; Severability; Integration	120
	Section 11.11	Consent to Jurisdiction; Service of Process	121
	Section 11.12	Characterization of Conveyances Pursuant to the Purchase and Contribution Agreement	121
	Section 11.13	Confidentiality	121
	Section 11.14	Waiver of Set Off	123
	Section 11.15	Headings and Exhibits	123
	Section 11.16	Ratable Payments	123
	Section 11.17	Failure of the Borrower to Perform Certain Obligations	123
	Section 11.18	Power of Attorney	123
	Section 11.19	Delivery of Termination Statements, Releases, etc	123
	Section 11.20	USA PATRIOT Act	124
	ARTICLE XII THE CUSTODIAN	124
	Section 12.01	Designation of the Custodian	124
	Section 12.02	Duties of the Custodian	124
	Section 12.03	Merger or Consolidation	126
	Section 12.04	Custodian Compensation	127
	Section 12.05	Custodian Removal	127
	Section 12.06	Limitation on Liability	127
	Section 12.07	Custodian Resignation	128
	Section 12.08	Release of Documents	128
	Section 12.09	Return of Required Loan Documents	129
	Section 12.10	Access to Certain Documentation and Information Regarding the Collateral Portfolio	129
	Section 12.11	Bailment	129
	ARTICLE XIII ACKNOWLEDGMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	130
	Section 13.01	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	130


 






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LIST
OF ANNEXES, SCHEDULES AND EXHIBITS


 





	ANNEXES	 	 
	 	 	 
	ANNEX A	- 	Commitments
	 	 	 
	SCHEDULES	 	 
	 	 	 
	SCHEDULE I	- 	Conditions Precedent Documents
	SCHEDULE II	- 	Eligibility Criteria
	SCHEDULE III	- 	Agreed-Upon Procedures for Independent Public
    Accountants
	SCHEDULE IV	- 	Loan Tape
	SCHEDULE V	- 	Moody’s Industry Classification
	SCHEDULE VI	- 	[Intentionally Omitted]
	SCHEDULE VII	-	[Intentionally Omitted]
	SCHEDULE VIII	-	Closing Date Loan Assets
	 	 	 
	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	- 	Form of Approval Notice
	EXHIBIT B	- 	Form of Borrowing Base Certificate
	EXHIBIT C	- 	Form of Disbursement Request
	EXHIBIT D	- 	Form of Joinder Supplement
	EXHIBIT E	- 	Form of Notice of Borrowing
	EXHIBIT F	- 	Form of Notice of Reduction (Reduction of Advances
    Outstanding)
	EXHIBIT G	- 	Form of Notice of Termination/Permanent Reduction
	EXHIBIT H	- 	Form of Revolving Note
	EXHIBIT I	- 	Form of Notice of Loan Asset Transfer
	EXHIBIT J	- 	Form of Certificate of Closing Attorneys
	EXHIBIT K	- 	Form of Servicing Report
	EXHIBIT L	- 	[Intentionally Omitted]
	EXHIBIT M	- 	Form of Release of Required Loan Documents
	EXHIBIT N	- 	Form of Transferee Letter
	EXHIBIT O	- 	Form of Power of Attorney for the Borrower
	EXHIBIT P	- 	[Intentionally Omitted]
	EXHIBIT Q	- 	[Intentionally Omitted]
	EXHIBIT R	- 	Form of Assignment of Required Loan Documents







 




    	v 



     


    

 


This
LOAN AND SECURITY AGREEMENT is made as of December 15, 2016 by and among:


 


(1)       HAMILTON
STREET FUNDING LLC, a Delaware limited liability company, as the Borrower;


 


(2)       Each
of the LENDERS from time to time party hereto, as a Lender;


 


(3)       Each
of the LENDER AGENTS from time to time party hereto, as a Lender Agent;


 


(4)       HSBC
BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent; and


 


(5)       U.S.
BANK NATIONAL ASSOCIATION, as the Collateral Agent, the Account Bank and the Custodian.


 


PRELIMINARY
STATEMENT


 


The
Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall
provide for Advances from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds
of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or purchase, on a “true
sale” or “true contribution” basis, of Eligible Loan Assets from (a) the Transferor pursuant to the Purchase
and Contribution Agreement among the Borrower and the Transferor, or (b) other third parties, in each case, on the terms and conditions
set forth herein. Accordingly, the parties hereto hereby agree as follows:


 


Article
I



DEFINITIONS


 


Section
1.01          Certain
Defined Terms. As used in this Agreement and the preamble, preliminary statement, annexes, exhibits and schedules hereto
(each of which is hereby incorporated herein and made a part hereof), the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“1940
Act” means the Investment Company Act of 1940, as amended.


 


“Account
Bank” means U.S. Bank National Association, in its capacity as the “Account Bank” pursuant to the Account
Control Agreement.


 


“Account
Bank and Custodian Fee Letter” means the “Proposal to serve as Custodian & Collateral Agent”, dated
as of December 13, 2016, entered into by and between U.S. Bank National Association and the Borrower.


 


“Account
Bank Fees” means the fees set forth in the Account Bank and Custodian Fee Letter that are payable to the Account Bank.


 


“Account
Control Agreement” means that Account Control Agreement, dated as of the Closing Date, among the Borrower, the Collateral
Manager, and U.S. Bank National Association, as the secured party and as securities intermediary.


 


“Action”
has the meaning assigned to that term in Section 8.04.


 


“Additional
Amount” has the meaning assigned to that term in Section 2.10(a).


 


“Adjusted
Balance” means, with respect to any Eligible Loan Asset, as of any date of determination (and, when applicable, utilizing
Dollar Equivalents), an amount equal to the Assigned Value of such Eligible Loan Asset at such time multiplied by the Outstanding
Balance of such Eligible Loan Asset at such time; provided that the Adjusted Balance of any Loan Asset that is no longer
an Eligible Loan Asset shall equal zero.


 






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“Administrative
Agent” means HSBC, in its capacity as the administrative agent for the Lender Agents, together with its successors and
assigns, including any successor appointed pursuant to Article IX.


 


“Administrative
Agent Expenses” means all reasonable and documented out-of-pocket expenses (including reasonable and documented due
diligence expenses, syndication expenses, travel expenses and the reasonable and documented out-of-pocket fees, disbursements
and other charges of counsel) incurred by the Administration Agent and its affiliates in the performance by the Administration
Agent of its duties, and the enforcement by the Administration Agent of its rights and remedies, under this Agreement and the
other Transaction Documents.


 


“Advance”
means each loan advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.


 


“Advance
Date” means the date on which an Advance is made.


 


“Advance
Rate” means as of any date of determination with respect to any Eligible Loan Asset, the corresponding percentage for
the type of Loan Asset (such type to be determined as of the Funding Date of each Loan Asset) set forth below:


 


	Eligible
    Broadly 

Syndicated Loan

 Assets	Advance
    Rate

 (Obligors in the 

United States 

and Canada)	Advance
    Rate 

(Foreign Currency

 and Obligors in 

Approved Foreign 

Jurisdictions other

 than Canada)	Recovery
    Rate 

(Obligors in the 

United States 

and Canada)	Recovery
    Rate 

(Foreign Currency 

and Obligors in

 Approved Foreign

 Jurisdictions other 

than Canada)
	First
    Lien with Liquidity Score 3-4	70.0%	65.0%	50.0%	45.0%
	First
    Lien with Liquidity Score 1-2	75.0%	70.0%	50.0%	45.0%
	 	 	 	 	 
	Eligible
    Middle

 Market Loan Assets	Advance
    Rate 

(Obligors in

 the United States 

and Canada)	Advance
    Rate 

(Obligors in 

Approved Foreign 

Jurisdictions other

 than Canada)	Recovery Rate
 (Obligors in the

                                                                                 United States 

and Canada)
	Recovery
    Rate 

(Obligors in 

Approved Foreign 

Jurisdictions other 

than Canada)
	First
    Lien	65.0%	60.0%	50.0%	45.0%
	Last
    Out	45.0%	40.0%	40.0%	35.0%
	Second
    Lien	25.0%	25.0%	20.0%	20.0%
	 	 	 	 	 



 






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	 	Advance
    Rate

 (Obligors in 

the United States

 and Canada)	Advance
    Rate 

(Obligors in 

Approved Foreign 

Jurisdictions other 

than Canada)	Recovery
    Rate 

(Obligors in 

the United States 

and Canada)	Recovery
    Rate 

(Obligors in 

Approved Foreign 

Jurisdictions other

 than Canada)
	Unsecured
    Bonds	25.0%	20.0%	Set
    forth in the Approval Notice	Set
    forth in the Approval Notice


 


“Advances
Outstanding” means, at any date of determination an amount (and, when applicable, utilizing Dollar Equivalents) equal
to (i) the principal amounts of all Advances advanced to the Borrower pursuant to Sections 2.01 and 2.02, minus
(ii) the aggregate Collections actually received and applied hereunder as repayment of principal amounts of Advances outstanding
pursuant to Section 2.04 and any other amounts actually received and applied by the Lenders to repay the principal amounts
of Advances outstanding pursuant to Section 2.17 or otherwise; provided that Advances Outstanding shall not be deemed
reduced by Collections or other amounts (even if previously applied as a repayment of principal amount of Advances) to the extent
such Collections or other amounts are subject to a claim or rescission or return, or have been rescinded or must be returned for
any reason.


 


“Affected
Party” has the meaning assigned to that term in Section 2.09(a).


 


“Affiliate”
when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person.
For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to
vote 20.0% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing; provided that, for purposes of determining whether
any Loan Asset is an Eligible Loan Asset or for purposes of Section 5.01(b)(xvi), the term Affiliate shall not include
any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial
Sponsor.


 


“Agented
Loan Asset” means any Loan Asset which is agented by a Person as part of a syndicated loan transaction.


 


“Aggregate
Adjusted Balance” means, as of any date of determination and utilizing Dollar Equivalents, the aggregate of the Adjusted
Balances of all Eligible Loan Assets in the Collateral Portfolio at such time.


 


“Aggregate
Outstanding Balance” means, as of any date of determination and utilizing Dollar Equivalents, the aggregate Outstanding
Balances of all Eligible Loan Assets in the Collateral Portfolio at such time.


 


“Agreement”
means this Loan and Security Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time
to time hereafter.


 


“Anti-Money
Laundering Laws” means all laws of any jurisdiction applicable to any Person concerning or relating to anti-money laundering
and anti-terrorism financing, including the Currency and Financial Transactions Reporting Act of 1970, as amended by Title III
of the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), the Money Laundering Control Act of 1986 and other
legislation, which legislative framework is commonly referred to as the “Bank Secrecy Act.”


 






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“Applicable
Law” means for any Person all existing and future laws, rules, regulations (including temporary and final income tax
regulations), to the extent applicable to such Person or its property or assets, all statutes, treaties, codes, ordinances, permits,
certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person (including, to the
extent applicable to such Person, predatory lending laws, usury laws, the Dodd–Frank Wall Street Reform and Consumer Protection
Act, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve
Board’s Regulations “B” and “Z,” the Servicemembers Civil Relief Act of 2003 and state adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity
and disclosure laws) 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
Spread” means 2.50% per annum; provided that, at any time that an Event of Default is Continuing, the
Applicable Spread means 4.50% per annum.


 


“Approval
Notice” means, with respect to any Approved Loan Asset and any Unsecured Bond, a written notice in substantially the
form attached hereto as Exhibit A approving such Loan Asset as an Eligible Loan Asset (i) evidencing (with respect to an
Approved Loan Asset) the waiver by the Administrative Agent, in its sole discretion, of the Specified Eligibility Criteria, and
(ii) establishing (x) the Initial Assigned Value, Recovery Rate, and any additional Value Adjustment Events for such Loan Asset,
or (y) with respect to any Approved Loan Asset subject to a prior Approval Notice and following a Value Adjustment Event, a new
Assigned Value, Recovery Rate, and any additional Value Adjustment Events.


 


“Approved
Loan Asset” means any Loan Asset (i) that satisfies all Eligibility Criteria other than the Specified Eligibility Criteria,
and (ii) is subject to an Approval Notice.


 


“Approved
Broker-Dealer” means any of Bank of America/Merrill Lynch; Barclays Bank PLC; Citibank, N.A.; BNP Paribas; Royal Bank
of Scotland; SunTrust Bank; Credit Suisse AG; Deutsche Bank AG; Goldman, Sachs & Co.; HSBC; Jefferies Finance LLC (only so
long as Jefferies Finance LLC or an Affiliate thereof is the administrative agent of such Loan Asset pursuant to the applicable
Loan Agreement); JPMorgan Chase Bank, N.A.; Morgan Stanley & Co.; Royal Bank of Canada; UBS AG; Wells Fargo Bank, National
Association; and any other Person, in each case approved by the Administrative Agent in its sole discretion.


 


“Approved
Foreign Jurisdiction” means Canada, the United Kingdom, Germany and France.


 


“Approved
Valuation Firm” means each of (a) Houlihan Lokey Howard & Zukin, (b) Lincoln International LLC (f/k/a Lincoln Partners
LLC), (c) Duff & Phelps Corp., (d) Valuation Research Corporation, (e) FTI Consulting, Inc., (f) PricewaterhouseCoopers LLP
and (g) any other nationally recognized accounting firm or valuation firm, in each case as approved by the Administrative Agent
in its reasonable discretion.


 


“Assigned
Value” means, for any Loan Asset included in the calculation of the Borrowing Base as of any date of determination and
expressed as a percentage of the Outstanding Balance of such Loan Asset:


 


		(1)	for
                                         Middle Market Loan Assets,



 


		(a)	with
                                         respect to a Middle Market Loan Asset (including an Approved Loan Asset), prior to occurrence
                                         of a Value Adjustment Event, the lowest of (i) 100%, (ii) the Initial Assigned Value,
                                         and (iii) the value set forth on the books and records of the Borrower pursuant to the
                                         valuation procedures described in Section 6.05(g), provided, that if the
                                         value for Middle Market Loan Asset determined under clause (iii) substantially
                                         exceeds its Initial Assigned Value, upon the written request of the Borrower, the Administrative
                                         Agent agrees to reconsider and, in its sole and absolute discretion, may reset the Assigned
                                         Value of a Middle Market Loan Asset; and



 






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		(b)	with
                                         respect to any Middle Market Loan Asset (including an Approved Loan Asset) following
                                         the occurrence of a Value Adjustment Event, the lowest of (i) the value determined by
                                         the Administrative Agent, in its sole discretion based solely on credit impairment and
                                         not yield as equal to the current market price for such Loan Asset, and (ii) if
                                         a Value Adjustment Event under clauses (a), (b) or (d) of such defined
                                         term has occurred, the Recovery Rate; provided, that the Administrative Agent
                                         shall be entitled (and shall not be entitled thereafter) to determine a new Assigned
                                         Value under this clause (1)(b) for up to 30 days following receipt by the Administrative
                                         Agent of a written notice from the Borrower of the occurrence of a Value Adjustment Event
                                         pursuant to Section 5.01(m) hereof, and shall provide the Borrower with prompt
                                         notice thereof; and, provided, further, the Borrower may (at its sole expense)
                                         retain an Approved Valuation Firm to value such Loan Asset (including the Approved Valuation
                                         Firm regularly valuing such Loan Asset), and if the value determined by such Approved
                                         Valuation Firm is greater than the Administrative Agent’s determination of the
                                         Assigned Value, such Approved Valuation Firm’s valuation shall become the Assigned
                                         Value hereunder, and provided, further that following receipt by the Administrative
                                         Agent of a certification from the Borrower stating that all events or actions giving
                                         rise to a Value Adjustment Event have been cured in full, the Administrative Agent may
                                         agree in its sole discretion to further adjust the Assigned Value under this clause (b)
                                         to reflect such Value Adjustment Event and the subsequent cure; and



 


		(2)	with
                                         respect to a Broadly Syndicated Loan Asset, the lower of (i) 100%, and (ii) the
                                         Observable Market Price (determined by the Borrower) no less frequently than monthly).



 


“Assignment
of Leases and Rents” means, with respect to any Mortgaged Property, any assignment of leases, rents and profits or similar
instrument executed by the Obligor, assigning to the mortgagee all of the income, rents and profits derived from the ownership,
operation, leasing or disposition of all or a portion of such Mortgaged Property, whether contained in the Mortgage or in a document
separate from the Mortgage, in the form that was duly executed, acknowledged and delivered, as amended, modified, renewed or extended
through the date hereof and from time to time hereafter in accordance with the Servicing Standard.


 


“Assignment
of Required Loan Documents” means an assignment, notice of transfer or equivalent instrument of the Required Loan Documents
to the Collateral Agent, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering each Loan Asset, substantially in the form of Exhibit R.


 


“Availability”
means, as of any date of determination and utilizing Dollar Equivalents, an amount equal to the excess, if any, of (a) the Maximum
Availability over (b) the Advances Outstanding on such day; provided that (i) at all times when an Event of Default
is Continuing, and (ii) on and after the earlier to occur of the Revolving Period End Date or the Termination Date, the Availability
shall be zero.


 


“Average
Liquidity Score” means 30-day average liquidity score published by LoanX or Markit.


 






    	5 



     


    

 


“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.


 


“Bankruptcy
Code” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.


 


“Bankruptcy
Event” shall be deemed to have occurred with respect to a Person if either:


 


(a)       a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, in each case
under the Bankruptcy Laws, and (unless any Affiliate of the Borrower commenced such case or the Borrower is not actively seeking
the dismissal of such case) such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60
consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the Bankruptcy
Laws;


 


(b)       such
Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors,
or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar
entity, its board of directors or members shall vote to implement any of the foregoing; or


 


(c)       with
respect to an insured depository institution, including a national banking association, the appointment of the Federal Deposit
Insurance Corporation as a conservator or receiver of such bank pursuant to Section 11(c) of the Federal Deposit Insurance Act.


 


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


 


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


 


“Base
Rate” means, as of any date of determination, a fluctuating per annum interest rate equal to the greater of (a)
the Prime Rate and (b) the Federal Funds Effective Rate plus 0.50%; provided that (i) if the Administrative Agent
(which determination shall be conclusive absent manifest error) is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the
terms of the definition thereof, the Base Rate shall be determined without regard to the preceding clause (b) until the
circumstances giving rise to such inability no longer exist and (ii) any change in the Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, as the case may be.


 


“Base
Rate Advance” means an Advance that utilizes a Yield Rate based on the Base Rate.


 






    	6 



     


    

 


“Basel
II” means the second Basel Accord issued by the Basel Committee on Banking Supervision.


 


“Basel
III” means the consultative papers of The Basel Committee on Banking Supervision of December 2009 entitled “Strengthening
the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring”,
in each case together with any amendments thereto.


 


“Benefit
Plan Investor” means a “benefit plan investor” as defined in U.S. Department of Labor regulation 29 C.F.R.
Section 2510.3-101, as modified by Section 3(42) of ERISA, and includes an employee benefit plan that is subject to the fiduciary
responsibility provisions of Title I of ERISA, a plan that is subject to Section 4975 of the Code, and an entity the underlying
assets of which are deemed to include plan assets.


 


“Borrower”
means Hamilton Street Funding LLC, a Delaware limited liability company, together with its successors and assigns.


 


“Borrower
LLC Agreement” means the Limited Liability Company Agreement of the Borrower, dated as of December 15, 2016 between
FSIC and Borrower, as amended, modified, supplemented, restated or replaced from time to time in accordance with its terms and
Section 5.02(f).


 


“Borrowing
Base” means, as of any date of determination and utilizing Dollar Equivalents, the sum of the Adjusted Balances of all
Eligible Loan Assets included in the Collateral Portfolio as at date, minus all Excess Concentration Amounts.


 


“Borrowing
Base Certificate” means a certificate setting forth the calculation of the Borrowing Base as of any date of determination
substantially in the form of Exhibit B, prepared by the Borrower.


 


“Borrowing
Base Deficiency” means, as of any date of determination and utilizing Dollar Equivalents, an amount equal to the positive
difference, if any, of (a) the aggregate Advances Outstanding at such time minus (b) the Maximum Availability at such time.


 


“Breakage
Fee” means, for Advances Outstanding which are repaid (in whole or in part) on any date other than a Payment Date, the
breakage costs (excluding loss of profit), if any, related to such repayment, based upon the assumption that the applicable Lender
funded its loan commitment in the London interbank market and using any reasonable attribution or averaging methods which the
Lender deems appropriate and practical, it hereby being understood that the amount of any loss, costs or expense payable by the
Borrower to any Lender as Breakage Fee shall be determined in the respective Lender Agent’s reasonable discretion and shall
be conclusive absent manifest error.


 


“Bridge
Loan” means any loan that (a) is incurred in connection with a merger, acquisition, consolidation or sale of all or
substantially all of the assets of a person or similar transaction and (b) by its terms is required to be repaid within one year
of the incurrence thereof with proceeds from additional borrowings or other refinancings.


 


“British
Pound” means the lawful currency of Great Britain.


 


“Broadly
Syndicated Loan Asset” means a First Lien Loan Asset (i) that is a broadly syndicated commercial loan, (ii) that is
denominated in Dollars or a Foreign Currency, and (iii) that the Borrower has determined in good faith that the value of the collateral
securing the Loan Asset (or the enterprise value of the underlying business) on or about the time of origination 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 the same collateral; provided, that a Loan Asset that would otherwise qualify as a Broadly Syndicated Loan Asset
and is an Approved Loan Asset shall be considered a Middle Market Loan Asset hereunder.


 






    	7 



     


    

 


“Business
Day” means a day of the year other than (a) Saturday or a Sunday or (b) any other day on which commercial banks in New
York, New York or the city in which the offices of the Collateral Agent are authorized or required by applicable law, regulation
or executive order to close; provided that, if any determination of a Business Day shall relate to an Advance bearing interest
at LIBOR, the term “Business Day” shall also exclude (i) any day on which banks are not open for dealings in Dollar
deposits in the London interbank market and (ii) with respect to Foreign Currency Loan Assets, any day on which banks are not
open in the principal financial center relating to such Foreign Currency.


 


“Call
Protection Payment” has the meaning set forth in the Transaction Fee Letter.


 


“Canadian
Dollars” means the lawful currency of Canada.


 


“Capital
Lease Obligations” means, with respect to any entity, the obligations of such entity to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“CDOR
Rate” means the rate per annum equal to the average of the annual yield rates applicable to Canadian Dollar Bankers’
acceptances at or about 10:00 a.m. (Toronto, Ontario time) on the day that is two Business Days prior to the first day of the
Interest Period as reported on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates
Service (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian Dollar bankers’
acceptances as may be designated by the Administrative Agent from time to time) for a term equivalent to three months.


 


“Change
of Control” shall be deemed to have occurred if any of the following occur:


 


(a)       the
creation or imposition of any Lien on any membership interest in the Borrower;


 


(b)       the
failure by FSIC to own 100% of the membership interests in the Borrower, free and clear of all Liens other than the Lien in favor
of the Collateral Agent, or to exercise all power to direct the management, voting, approval rights of the Borrower; or


 


(c)       the
dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially
all of the assets of FSIC.


 


“Change
of Tax Law” means any change in application or public announcement of an official position under or any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder) of any jurisdiction in which an Obligor is organized,
or any political subdivision or taxing authority of any of the foregoing, affecting taxation, or any proposed change in such laws
or change in the official application, enforcement or interpretation of such laws, regulations or rulings (including a holding
by a court of competent jurisdiction), or any other action taken by a taxing authority or court of competent jurisdiction in the
relevant jurisdiction, or the official proposal of any such action.


 


“Closing
Date” means December 15, 2016.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral
Agent” means U.S. Bank National Association in its capacity as the collateral agent for the Secured Parties, together
with its successors and assigns, including any successor appointed pursuant to Article X.


 






    	8 



     


    

 


“Collateral
Agent Termination Notice” has the meaning assigned to that term in Section 10.05.


 


“Collateral
Management Additional Expenses” means (i) Collateral Management Expenses on any Payment Date that exceed the Collateral
Management Expense Cap, and (ii) any additional expenses, including indemnification and reimbursement expenses payable under Section
14 of the Collateral Management Agreement.


 


“Collateral
Management Agreement” means that certain Collateral Management Agreement, dated as of the Closing Date, between the
Collateral Manager and the Borrower, as amended, modified, waived, supplemented, restated or replaced from time to time in a manner
approved by the Administrative Agent.


 


“Collateral
Management Expense Cap” means, for any Payment Date, an amount not exceeding the fee payable under Section 7(a) of the
Collateral Management Agreement as in effect on the Closing Date.


 


“Collateral
Management Expenses” means the expenses set forth in Section 6 of the Collateral Management Agreement, excluding,
however any indemnification and reimbursement expenses under Section 14 of the Collateral Management Agreement.


 


“Collateral
Management Fee” has the meaning set forth in Section 7(a) of the Collateral Management Agreement.


 


“Collateral
Manager” means FS Investment Corporation, in its capacity as the as the Collateral Manager under the Collateral Management
Agreement, together with its successors and assigns in such capacity.


 


“Collateral
Portfolio” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located)
of the Borrower in, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper,
copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit,
certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit
accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property
of the Borrower, including, all right, title and interest of the Borrower in the following (in each case excluding the Retained
Interest and the Excluded Amounts):


 


(a)       the
Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including
all Collections;


 


(b)       the
Portfolio Assets with respect to the Loan Assets referred to in clause (a) above;


 


(c)       the
Controlled Accounts and all Permitted Investments acquired with funds on deposit in the Controlled Accounts; and


 


(d)       all
income and Proceeds of the foregoing.


 


For
the avoidance of doubt, the term “Collateral Portfolio” shall, for all purposes of this Agreement, be deemed to include
any Loan Asset acquired directly by the Borrower from a third party in a transaction underwritten by the Transferor or any transaction
in which the Borrower is the designee of the Transferor under the instruments of conveyance relating to the applicable Loan Asset.


 


“Collateral
Portfolio Database” has the meaning assigned to that term in Section 10.02(b)(iv).


 


“Collateral
Quality Maintenance” means, as of any date of determination, (x) in respect of any Collateral Quality Test that is not
then satisfied, that the degree of non-compliance with such Collateral Quality Test is either not made worse or is improved after
giving effect to such transaction proposed under Section 2.07 or such Advance proposed to be funded in connection with
the addition of a Loan Asset to the Collateral Portfolio, and (y) in respect of any Collateral Quality Test that is satisfied
prior to such Substitution or Advance, that such test remains satisfied after giving effect to such Substitution or Advance.


 






    	9 



     


    

 


“Collateral
Quality Test” means each of the following tests, which shall be deemed satisfied if:


 


(i)
on any date that an asset is purchased or sold, the Weighted Average Rating Factor of all Eligible Broadly Syndicated Loan Assets
is no greater than the greater of (x)3000 and (y) the Weighted Average Rating Factor immediately prior to such purchase or sale;
provided that this clause (i) shall only apply when at least five Eligible Broadly Syndicated Loan Assets are included
in the Collateral Portfolio;


 


(ii)
the Weighted Average Spread is greater than 3.5%; and


 


(iii)
the Weighted Average Maturity is less than or equal to six years.


 


“Collection
Account” means the Interest Collection Subaccount and the Principal Collection Subaccount in the name of the Borrower
for the benefit of and under the “control” (within the meaning of Section 9-104 of the UCC or 9-106 / 8-106 of the
UCC, as applicable) of the Collateral Agent for the benefit of the Secured Parties, and each subaccount that may be established
from time to time (including subaccounts, and subaccounts of subaccounts, for the deposit of Collections in Foreign Currencies),
including the Interest Collection Subaccount and Principal Collection Subaccount; provided that, subject to the rights
of the Collateral Agent hereunder with respect to such funds deposited therein (including any interest and earnings thereon) from
time to time, the Collection Account shall constitute the property and assets of the Borrower, and the Borrower shall be solely
liable for any Taxes payable with respect to the Collection Account.


 


“Collection
Date” means the date following the termination of the Revolving Period on which the aggregate outstanding principal
amount of the Advances Outstanding have been repaid in full and all Yield and Fees and all other Obligations have been paid in
full, and the Borrower shall have no further right to request any additional Advances.


 


“Collections”
means all cash collections and other cash proceeds with respect to any Loan Asset, including all Principal Collections, all Interest
Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by
the Borrower or the Collateral Manager with respect to any Related Collateral (including from any guarantors), all other amounts
on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled
Accounts; provided that, for the avoidance of doubt, “Collections” shall not include amounts on deposit in
the Unfunded Exposure Account which do not represent proceeds of Permitted Investments.


 


“Commitment”
means, with respect to each Lender, (a) prior to the end of the Revolving Period or for the purposes of Advances made pursuant
to Section 2.02(f), the Dollar amount set forth opposite such Lender’s name on Annex A hereto (as such amount
may be revised from time to time) or the amount set forth as such Lender’s “Commitment” on Schedule I to the
Joinder Supplement relating to such Lender, as applicable, and (b) on or after the end of the Revolving Period (other than for
the purposes of Advances made pursuant to Section 2.02(f)), such Lender’s Pro Rata Share of the aggregate Advances
Outstanding, in each case, as such amount may be reduced pursuant to Section 2.17(b).


 


“Competitor”
means (i) 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 in direct competition with FSIC or its investment adviser or an Affiliate
thereof that is an investment adviser, (ii) any Person Controlled by, or Controlling, or under common Control with, a Person referred
to in clause (i) above, or (iii) any Person for which a Person referred to in clause (i) above serves as an investment adviser
with discretionary investment authority; provided that, notwithstanding the foregoing, in no event shall any commercial
bank, investment bank or insurance company or any bona fide fund that is separately operated and managed from its equity
investment Affiliates be deemed a Competitor.


 






    	10 



     


    

 


“Constituent
Documents” means in respect of any Person, the certificate or articles of formation or organization, memorandum and
articles of association, the limited liability company agreement, operating agreement, partnership agreement, joint venture agreement
or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational
documents and by-laws and any certificate of incorporation, certificate of formation or registration, certificate of limited partnership
and other agreement, similar instrument filed or made in connection with its formation or organization, in each case as the same
may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Continuing”
means (i) with respect to an Event of Default, Unmatured Event of Default, Borrowing Base Deficiency or Foreign Currency Excess
Exposure, any time following the occurrence and during the continuance of such Event of Default, Unmatured Event of Default, Borrowing
Base Deficiency or Foreign Currency Excess Exposure, or (ii) with respect to an Event of Default, any time following the
automatic occurrence under Section 7.01(e) or the written declaration of such Event of Default by the Administrative Agent
and the termination of Commitments hereunder; in each case, to the extent not subject to a written waiver by the Required Lenders
relating thereto.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise.


 


“Controlled
Accounts” means the Collection Account (including all subaccounts thereof), the Payment Account and the Unfunded Exposure
Account.


 


“Cov-Lite
Loan Asset” means a Loan Asset that (i) is a Broadly Syndicated Loan Asset, (ii) is not subject to any Maintenance Covenant
and (iii) has a public rating assigned by any of Fitch, Moody’s or S&P; provided that a Loan Asset shall not
constitute a Cov-Lite Loan Asset if the underlying loan documents contain a cross-default provision to, or such Loan Asset is
senior to or pari passu with, another loan of the Obligor forming part of the same loan facility that requires the Obligor
to comply with one or more Maintenance Covenants.


 


“Custodian”
means U.S. Bank National Association, not in its individual capacity, but solely as the Custodian pursuant to the terms of this
Agreement.


 


“Custodian
Termination Notice” has the meaning assigned to that term in Section 12.05.


 


“Currency”
means Dollars and each Foreign Currency.


 


“Cut-Off
Date” means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder (or, to the extent such
term is used in the calculation of Senior Leverage Ratio, Total Leverage Ratio, Interest Coverage Ratio, LTV or EBITDA hereunder,
the date of the most recent financial statements then available).


 


“Default
Excess” means, with respect to any Defaulting Lender, an amount equal to (i) such Defaulting Lender’s Pro Rata
Share of Advances Outstanding (calculated as if all Defaulting Lenders had funded all of their respective Advances, including
Advances not funded by such Defaulting Lender which resulted in such Defaulted Lender being deemed a Defaulting Lender and part
of a Defaulting Lender Group), minus (ii) the aggregate outstanding principal amount of Advances Outstanding of such Defaulting
Lender.


 






    	11 



     


    

 


“Default
Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default
and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated or the Obligations
are declared or become immediately due and payable; (ii) with respect to any Funding Default (other than any such Funding Default
arising pursuant to clause (iv) of the definition of Defaulting Lender), the date on which (A) the Default Excess with
respect to such Defaulting Lender has been reduced to zero (whether by the funding by such Defaulting Lender Group of all payments
resulting in such Funding Default of such Defaulting Lender, the non-pro rata application of any voluntary or mandatory prepayments
of the Loans in accordance with the terms of this Agreement, or any combination thereof) and (B) such Defaulting Lender has delivered
to the Administrative Agent a written reaffirmation of its intention to honor its obligations under this Agreement with respect
to its Commitment; and (iii) the date on which the Borrower, the Administrative Agent, and the Majority Lenders waive all Funding
Defaults of such Defaulting Lender in writing.


 


“Defaulted
Loan Asset” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clause
(a), (b), (c) or (d) in the definition thereof (but, with respect to clause (c), solely pursuant
to a Material Modification pursuant to clause (a) of such definition). If the Value Adjustment Event which gave rise to
a Defaulted Loan Asset is cured, the Borrower may submit such Loan Asset for review by the Administrative Agent (in its sole discretion)
for the purpose of re-classifying such Loan Asset as a Loan Asset which is no longer a Defaulted Loan Asset.


 


“Defaulting
Lender” means any Lender, as determined by the Administrative Agent, that (i) fails to make available its ratable share
of any Advance as required to be funded under Section 2.02(b) or fails to make any other payment or provide funds to the Administrative
Agent as required under this Agreement, and such failure is not cured within two Business Days; (ii) has notified the Administrative
Agent or the Borrower in writing that it does not intend to comply with any of its funding obligations under this Agreement or
has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement
or under other agreements in which it commits to extend credit; (iii) has failed, within one Business Day after request by the
Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund Advances
under this Agreement; or (iv) becomes, or has a parent company that becomes, the subject of any Bankruptcy Event.


 


“Delayed
Drawdown Loan Asset” means a Loan Asset that (i) requires the Borrower to make one or more future advances to an Obligor
under the applicable loan governing documents, (ii) specifies a maximum amount that can be borrowed on one or more fixed borrowing
dates, and (iii) does not permit the re-borrowing of any amount previously repaid by the Obligor thereunder; provided that
a Loan Asset shall be considered a Delayed Drawdown Loan Asset solely until all commitments to make advances on such Loan Asset
expire, are terminated or otherwise are reduced to zero.


 


“Determination
Date” means the last day of each calendar month.


 


“Disbursement
Request” means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the
form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in accordance
with Section 2.04(d) or a disbursement request from the Principal Collection Subaccount in accordance with Section 2.19,
as applicable.


 






    	12 



     


    

 


“Discretionary
Sale” has the meaning assigned to that term in Section 2.07(b).


 


“Dollar
Equivalent” means, as of any date of determination, (i) with respect to any amount denominated in Dollars, such amount,
and (ii) with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be required to purchase
such amount of Foreign Currency on the date two Business Days prior to such date, based upon the spot selling rate at which the
Administrative Agent (or a foreign currency broker reasonably acceptable to the Administrative Agent) offers to sell such Foreign
Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery in two Business
Days.


 


“Dollars”
means, and the conventional “$” signifies, the lawful currency of the United States of America.


 


“Draw
Date” means any Business Day when an Advance is made.


 


“EBITDA”
means, with respect to any period and any Loan Asset, the meaning of “EBITDA,” “Adjusted EBITDA” or any
comparable definition in the Loan Agreement for such Loan Asset (together with all add-backs and exclusions as designated in such
Loan Agreement), and in any case that “EBITDA,” “Adjusted EBITDA” or such comparable definition is not
defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication
in accordance with GAAP) equal to net income from continuing operations for such period plus (a) cash interest expense, (b) income
taxes, (c) depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations
for such period), (d) amortization of intangibles (including goodwill, financing fees and other capitalized costs), to the extent
not otherwise included in clause (c) above, other non-cash charges and organization costs, (e) extraordinary losses
in accordance with GAAP, (f) one-time, non-recurring non-cash charges consistent with the compliance statements and financial
reporting packages provided by the principal obligor for such Loan Asset and (g) any other item the Borrower and the Administrative
Agent mutually deem to be appropriate.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm 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 financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clause (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.


 


“Effective
Date” means December 15, 2016, being the date on which all conditions precedent set forth in Section 3.01(a)
have been satisfied or waived in writing by the Administrative Agent.


 


“Elevation”
means, with respect to any Participation Interest, the elevation and conversion of such Participation interest to a full assignment
in a Loan Asset such that the Borrower is a direct, legal “owner of record” of such Loan Asset free and clear of all
Liens (other than Permitted Liens) and in compliance with and fulfillment of (i) the requirements under the related Loan Agreement
(including the execution and delivery of loan assignments thereunder), and (ii) all other terms and conditions set forth herein;
provided, that an “Elevation” with respect to a Locust Participation Interest shall mean and include the substantially
simultaneous consummation of the elevation procedures described above under both the Locust Participation Agreement and the Purchase
and Contribution Agreement.


 






    	13 



     


    

 


“Eligibility
Criteria” means the criteria and requirements set forth in Schedule II hereto.


 


“Eligible
Assignee” means, (i) an Affiliate of the related assignor, (ii) a bank or commercial finance company, (iii) an insurance
company or (iii) any financial institution not qualifying under clauses (ii) or (iii) above that is not a Competitor.


 


“Eligible
Bond” means an Unsecured Bond acquired by the Borrower that at all times satisfies the Eligibility Criteria.


 


“Eligible
Broadly Syndicated Loan Asset” means a Broadly Syndicated Loan Asset acquired or originated by the Borrower that at
all times satisfies the Eligibility Criteria.


 


“Eligible
Broadly Syndicated Loan Asset Amount” means, as of any date of determination, the aggregate Outstanding Balances of
all Eligible Broadly Syndicated Loan Assets.


 


“Eligible
Collateral Amount” means, as of any date of determination and utilizing Dollar Equivalents, the outstanding principal
amount of an Eligible Loan Asset.


 


“Eligible
Loan Asset” means, as of any date of determination, a Loan Asset that either (i) satisfies the Eligibility Criteria,
or (ii) is an Approved Loan Asset; provided a Loan Asset shall cease being considered an Eligible Loan Asset hereunder
as of the date (if any) that such Loan Asset is subject to a modification, waiver or amendment to a Loan Asset that (x) would
cause such Loan Asset to no longer satisfy the Eligibility Criteria, or (y) relates to the terms identified in an Approval
Notice relating thereto.


 


“Eligible
Middle Market Loan Asset” means a Middle Market Loan Asset acquired by the Borrower that at all times satisfies the
Eligibility Criteria.


 


“Eligible
Middle Market Loan Asset Amount” means, as of any date of determination, the aggregate Outstanding Balances of all Eligible
Middle Market Loan Assets.


 


“Eligible
Repurchase Obligations” means repurchase obligations with respect to any security that is a direct obligation of, or
fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full
faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal)
described in clause (b) of the definition of “Permitted Investments”.


 


“Environmental
Laws” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the
environment, including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal,
transportation, handling, reporting, licensing, permitting, investigation or remediation of, or exposure to, Hazardous Materials.
Environmental Laws include, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§
9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. §§ 331 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§
1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.
§§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300, et seq.), the Environmental
Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational
Safety and Health Act (29 U.S.C. §§ 651 et seq.).


 






    	14 



     


    

 


“Equity
Security” means (a) any equity security or any other security that is not eligible for purchase by the Borrower as a
Loan Asset, (b) any security purchased as part of a “unit” with a Loan Asset and that itself is not eligible for purchase
by the Borrower as a Loan Asset and (c) any obligation that, at the time of commitment to purchase such obligation, was eligible
for purchase by the Borrower as a Loan Asset but that is, as of any subsequent time, no longer is eligible for purchase by the
Borrower as a Loan Asset, for so long as such obligation fails to satisfy such requirements.


 


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


 


“ERISA
Affiliate” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning
of Section 414(b) of the Code) as the relevant Person, (b) a trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with that Person, or (c) solely for the purposes of Section 302 of
ERISA, Sections 412, 4971 and 4977 of the Code and/or each “applicable section” under Section 414(t)(2) of the
Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as, or that otherwise
is aggregated under Code Section 414(o) with, that Person, any corporation described in clause (a) above or any trade
or business described in clause (b) above.


 


“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.


 


“EU
Excluded Liability” means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In
Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.


 


“Euro”
means the lawful currency of the European Union.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent of a determination by such Lender or any of its assignees or participants that it would be contrary to law or to the directive
of any central bank or other Governmental Authority (whether or not having the force of law) to obtain Dollars in the London interbank
market to fund any Advance, (b) any Lender shall have notified the Administrative Agent of the inability, for any reason, of such
Lender or any of its respective assignees or participants to determine LIBOR, (c) any Lender shall have notified the Administrative
Agent of a determination by such Lender or any of its respective assignees or participants that the rate at which deposits of
Dollars are being offered to such Lender or any of its respective assignees or participants in the London interbank market does
not accurately reflect the cost to such Lender or its assignee or participant of making, funding or maintaining any Advance or
(d) any Lender shall have notified the Administrative Agent of the inability of such Lender or any of its respective assignees
or participants to obtain Dollars in the London interbank market to make, fund or maintain any Advance.


 


“Event
of Default” has the meaning assigned to that term in Section 7.01.


 


“Excepted
Persons” has the meaning assigned to that term in Section 11.13(a).


 


“Excess
Concentration Amount” means, as of any date of determination with respect to all Eligible Loan Assets included in the
Collateral Portfolio and utilizing Dollar Equivalents, an amount equal to the sum of the excesses determined at such time for
each of the following (to be calculated without duplication after giving effect to any sales, purchases or substitutions of Loan
Assets at such time):


 


(a)       the
sum of the Adjusted Balances of all Eligible Loan Assets to Obligors in the same Moody’s Industry Classification (i) for
Obligors in the two largest Moody’s Industry Classifications, in excess of 15% of the Aggregate Adjusted Balance, and (ii)
for all other Moody’s Industry Classifications, in excess of 10% of the Aggregate Adjusted Balance;


 






    	15 



     


    

 


(b)       the
sum of the Adjusted Balances of all Eligible Loan Assets to the same Obligor (together with all Affiliates with respect to the
related Loan Assets) (i) for each of the four largest Obligors, in excess of 6% of the Aggregate Adjusted Balance, and (ii) for
all other Obligors, in excess of 5% of the Aggregate Adjusted Balance;


 


(c)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Last Out Loan Assets in excess of 40.0% of the aggregate Adjusted
Balances of all Eligible Middle Market Loan Assets;


 


(d)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Second Lien Loan Assets in excess of 20.0% of the Aggregate
Adjusted Balance;


 


(e)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Unsecured Bonds in excess of 10.0% of the Aggregate Adjusted
Balance;


 


(f)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Last Out Loan Assets, Second Lien Loan Assets or Unsecured Bonds
in excess of 50.0% of the Aggregate Adjusted Balance;


 


(g)       the
sum of the Adjusted Balances of all Eligible Loan Assets to Obligors organized under the laws of an Approved Foreign Jurisdiction
in excess of 20.0% of the Aggregate Adjusted Balance;


 


(h)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Foreign Currency Loan Assets in excess of 10.0% of the Aggregate
Adjusted Balance;


 


(i)       the
sum of the Adjusted Balances of all Eligible Loan Assets that have a Purchase Price less than 90% in excess of 10.0% of the Aggregate
Adjusted Balance;


 


(j)       the
sum of the Adjusted Balances of all Eligible Broadly Syndicated Loan Assets that currently maintain a rating of (i) CCC+ or CCC
from S&P or Fitch, or Caa1 or Caa2 by Moody’s in excess of 10.0% of the Aggregate Adjusted Balance;


 


(k)       the
sum of the Adjusted Balances of all Eligible Broadly Syndicated Loan Assets in excess of 25.0% of the Aggregate Adjusted Balance;


 


(l)       the
sum of the Adjusted Balances of all Eligible Broadly Syndicated Loan Assets that are Cov-Lite Loan Assets in excess of 10.0% of
the Aggregate Adjusted Balance;


 


(m)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Fixed Rate Eligible Loans in excess of 5.0% of the Aggregate
Adjusted Balance;


 


(n)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Revolving Loan Assets and Delayed Drawdown Loan Assets, in each
case including any Unfunded Exposure Amounts in respect thereof, in excess of 5.0% of the Aggregate Adjusted Balance;


 


(o)       the
sum of the Adjusted Balances of all Eligible Loan Assets that are Participation Interests (other than Short-Term Participation
Interests), in excess of 5.0% of the Aggregate Adjusted Balance; and


 


(p)       the
sum of the Outstanding Balances of all Eligible Loan Assets that are PIK Loan Assets in excess of 5.0% of the Aggregate Adjusted
Balance.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934.


 






    	16 



     


    

 


“Excluded
Amounts” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of
the Collateral Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental
Authority on such Loan Asset or on any Related Collateral and (b) any amount received in the Collection Account or other Controlled
Account representing (i) a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts
in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant
to escrow arrangements under the applicable Loan Agreement, (iii) any Loan Asset retransferred or substituted for upon the occurrence
of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred
by the Borrower pursuant to Section 2.07, to the extent such amount is attributable to a time after the effective date
of such replacement or sale, (iv) any interest accruing on a Loan Asset prior to the related Cut-Off Date that was not acquired
by the Borrower and is for the account of the Person from whom the Borrower acquired such Loan Asset and (v) any deposit made
manifestly in error.


 


“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 net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) by the jurisdiction (or any political subdivision thereof) under the laws of which
such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located or (ii) that are Other Connection Taxes, (b) in the case of any Lender, withholding Taxes
imposed on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which (i) such
Lender becomes a party hereto or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.10, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable
to such Recipient’s failure to comply with Section 2.10(f) and (d) any Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into
in respect thereof and any related provisions of law, court decisions or administrative guidance.


 


“FCPA”
has the meaning assigned to that term in Section 4.01(nn).


 


“Federal
Funds Effective Rate” means, for any period, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published 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
of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.


 


“Fee
Letters” mean the Transaction Fee Letter and the Account Bank and Custodian Fee Letter.


 


“Fees”
means (i) the Undrawn Fee, (ii) the Call Protection Payment, and (iii) the fees payable to each Lender or Lender Agent pursuant
to the terms of any Fee Letter.


 


“Finance
Party” and “Finance Parties” have the meanings assigned to those terms in Section 11.21(a).


 


“Financial
Asset” has the meaning specified in Section 8-102(a)(9) of the UCC.


 






    	17 



     


    

 


“Financial
Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring,
holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal
entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and
whose financial condition and creditworthiness are independent of the other companies so owned by such Person.


 


“First
Lien Loan Asset” means a Loan Asset that is (a) not subordinated (and cannot become subordinated) in right of payment
to any obligation of the Obligor under any Bankruptcy Proceeding, reorganization, moratorium or liquidation; and (b) secured by
valid first priority perfected Lien over specified collateral or over substantially all of the Obligor’s assets.


 


“Fitch”
means Fitch, Inc. or any successor thereto.


 


“Fixed
Rate Loan Asset” means any Loan Asset that bears a fixed rate of interest.


 


“Foreign
Currency” means Canadian Dollars, British Pounds or Euros.


 


“Foreign
Currency Advance” means a LIBOR Advance in a Foreign Currency.


 


“Foreign
Currency Excess Exposure” means, as of any date of determination, the amount equal to the positive difference arising
under each Foreign Currency Excess Test.


 


“Foreign
Currency Excess Tests” means, as of any date of determination, each of the following tests relating to Advances Outstanding
denominated in Foreign Currencies:


 


(i)       Whether
a positive difference exists between (x) Advances Outstanding denominated in Canadian Dollars, and (y) the aggregate of Outstanding
Balances of each Eligible Loan Asset denominated in Canadian Dollars multiplied by its applicable Advance Rate;


 


(ii)       Whether
a positive difference exists between (x) Advances Outstanding denominated in British Pounds, and (y) the aggregate of Outstanding
Balances of each Eligible Loan Asset denominated in British Pounds multiplied by its applicable Advance Rate;


 


(iii)       Whether
a positive difference exists between (x) Advances Outstanding denominated in Euros, and (y) the aggregate of Outstanding Balances
of each Eligible Loan Asset denominated in Euros multiplied by its applicable Advance Rate; or


 


(iv)       Whether
a positive difference exists between (x) the Dollar Equivalent of aggregate Advances Outstanding denominated in all Foreign Currencies,
and (y) Foreign Currency Maximum Advances Outstanding.


 


“Foreign
Currency Loan Asset” means any Broadly Syndicated Loan Asset denominated in a Foreign Currency that is not (i) a Fixed
Rate Loan Asset or (ii) a Revolving Loan Asset.


 


“Foreign
Currency Maximum Advances Outstanding” means, as of any date of determination, the Dollar Equivalent equal to 10% of
the aggregate Advances Outstanding.


 


“Foreign
Currency Required Reduction Amount” means that amount or those amounts (in the applicable Foreign Currency) necessary
to reduce each Foreign Currency Excess Exposure to zero.


 


“FSIC”
means FS Investment Corporation, a Maryland corporation, together with its successors and assigns.


 


“Funding
Date” means, with respect to any Advance, the date such funds are made available to the Borrower in accordance with
Section 2.02.


 






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“Funding
Default” means, with respect to any Defaulting Lender, the occurrence of any of the events set forth in the definition
of Defaulting Lender.


 


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


 


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


 


“Governmental
Plan” has the meaning assigned to that term in Section 4.01(x).


 


“Hazardous
Materials” means all wastes, substances and materials subject to any Environmental Law, including, materials listed
in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, contaminants,
pollutants, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as being “in inventory,”
“usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing
definition.


 


“Highest
Required Investment Category” means (a) with respect to ratings assigned by Moody’s, “Aa2” or “P-1”
for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1”
for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (b)
with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments
and (c) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments
and “AAA” for long-term instruments.


 


“HSBC”
means HSBC Bank USA, National Association.


 


“Increased
Costs” means any amounts required to be paid by the Borrower to an Affected Party pursuant to Section 2.09.


 


“Indebtedness”
means:


 


(a)       with
respect to any Obligor under any Loan Asset, the meaning of “Indebtedness” or any comparable definition in the Loan
Agreement for such Loan Asset, and in any case that “Indebtedness” or such comparable definition is not defined in
such Loan Agreement, without duplication, (i) all obligations of such entity for borrowed money or with respect to deposits or
advances of any kind, (ii) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments, (iii)
all obligations of such entity under conditional sale or other title retention agreements relating to property acquired by such
entity, (iv) all obligations of such entity in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (v) all indebtedness of others secured by (or for which the
holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired
by such entity, whether or not the indebtedness secured thereby has been assumed, (vi) all guarantees by such entity of indebtedness
of others, (vii) all Capital Lease Obligations of such entity, (viii) all obligations, contingent or otherwise, of such entity
as an account party in respect of letters of credit and letters of guaranty and (ix) all obligations, contingent or otherwise,
of such entity in respect of bankers’ acceptances; and


 






    	19 



     


    

 


(b)       for
all other purposes, with respect to any Person at any date, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and
payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or
other evidence of indebtedness customary for indebtedness of that type, (ii) all obligations of such Person under leases that
have been or should be, in accordance with GAAP, recorded as capital leases, (iii) all obligations of such Person in respect of
acceptances issued or created for the account of such Person, (iv) all liabilities secured by any Lien on any property owned by
such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (v) all indebtedness,
obligations or liabilities of that Person in respect of derivatives, and (vi) all obligations under direct or indirect guaranties
in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against
loss in respect of, indebtedness or obligations of others of the kind referred to in subclauses (i) through (v)
of this clause (b), but expressly excluding any obligation of such Person to fund any Loan Asset constituting a Revolving
Loan Asset or a Delayed Drawdown Loan Asset.


 


“Indemnified
Amounts” has the meaning assigned to that term in Section 8.01(a).


 


“Indemnified
Party” has the meaning assigned to that term in Section 8.01(a).


 


“Indemnified
Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of the Borrower under any Transaction Document.


 


“Indemnifying
Party” has the meaning assigned to that term in Section 8.04.


 


“Independent
Manager” means a natural person who, (a) for the five-year period prior to his or her appointment as Independent Manager,
has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director, stockholder,
member, manager, partner or officer of FSIC or any of their respective Affiliates (other than his or her service as an Independent
Manager of FSIC or other Affiliates that are structured to be “bankruptcy remote”); (ii) a customer or supplier of
FSIC or any of their Affiliates (other than his or her service as an Independent Manager of FSIC); or (iii) any member of the
immediate family of a person described in clause (i) or (ii) above, and (b) has prior experience as an Independent
Manager for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent
Managers thereof before such corporation or limited liability company could consent to the institution of any Bankruptcy Proceeding
against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy.


 


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


 


“Initial
Advance” means the first Advance made pursuant to Article II.


 


“Initial
Assigned Value” means (1) with respect to the Loan Assets included in the Collateral Portfolio on the Closing Date,
the Assigned Values set forth on Schedule VIII, and (2) with respect to any Loan Asset added to the Collateral Portfolio
following the Closing Date and included in the calculation of the Borrowing Base, in each case, expressed as a percentage of the
Outstanding Balance of such Loan Asset:


 


		(a)	with
                                         respect to an Approved Loan Asset, the value set forth in the related Approval Notice;



 






    	20 



     


    

 


		(b)	with
                                         respect to a Broadly Syndicated Loan Asset that is Eligible Loan Asset included in the
                                         calculation of the Borrowing Base that is not an Approved Loan Asset, the lower of (i)
                                         100%, and (ii) the Observable Market Price;



 


		(c)	with
                                         respect to a Middle Market Loan Asset that is Eligible Loan Asset included in the calculation
                                         of the Borrowing Base that is not an Approved Loan Asset, the value amount (expressed
                                         as a percentage of the Outstanding Balance) equal to the lowest of (i) the fair
                                         market value of such Loan Asset, as reasonably determined by the Borrower utilizing the
                                         Servicing Standard, (ii)(A) for Loan Assets transferred under the Purchase and Contribution
                                         Agreement, the value reflected on the books and records of the Transferor for such Loan
                                         Asset as of the Cut-Off Date, or (B) for Loan Assets originated or acquired at origination,
                                         the Purchase Price of such Loan Asset at origination or in connection with the syndication
                                         of such Loan Asset, and (iii) 100%;



 


provided,
with respect to clauses (b) and (c) above, a Broadly Syndicated Loan Asset that was purchased in the primary market
(within 30 days of its related Cut-Off Date) at a Purchase Price (including any original issue discount) equal to or greater than
97.0%, or a Middle Market Loan Asset that was purchased in the primary market (within 30 days of its related Cut-Off Date) at
a Purchase Price (including any original issue discount) equal to or greater than 95.0%, shall be deemed to have an Initial Assigned
Value equal to 100%.


 


“Instrument”
has the meaning specified in Section 9-102(a)(47) of the UCC.


 


“Insurance
Policy” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss
of, the Related Collateral, or an ACORD certificate or other evidence of such insurance.


 


“Insurance
Proceeds” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to
any condemnation proceeding or award in lieu of condemnation, other than (a) any such amount received which is required to be
used to restore, improve or repair the Related Collateral or required to be paid to the Obligor under the applicable Loan Agreement
or (b) prior to an Event of Default hereunder and with prior notice to the Administrative Agent, any such amount for which the
Borrower has consented, in its reasonable business discretion, to be used to restore, improve or repair the Related Collateral
or otherwise to be paid to the Obligor under the applicable Loan Agreement.


 


“Interest”
means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries
that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance
with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for such Loan Asset and in
any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect
of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized
during such period (whether or not actually paid during such period).


 


“Interest
Collection Subaccount” means the account established at the Account Bank with account number 184998-201 for U.S. Dollar
deposits into which Interest Collections shall be segregated, and each other subaccount of the Collection Account (including subaccounts
for the deposit of Foreign Currencies) that may be established from time to time for administration or convenience into which
Interest Collections are to be segregated.


 


“Interest
Collections” means, (a) with respect to any Loan Asset, all Collections attributable to interest on such Loan Asset,
including all scheduled payments of interest and payments of interest relating to principal prepayments, all guaranty payments
attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest on
such Loan Asset and (b) servicing fees, anniversary fees, amendment fees, late fees, waiver fees, prepayment fees or other amounts
received in respect of Loan Assets.


 






    	21 



     


    

 


“Interest
Coverage Ratio” means, with respect to the Obligor of any Loan Asset for any Relevant Test Period, the meaning of “Interest
Coverage Ratio” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest
Coverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA for the applicable
test period, to (b) Interest for the applicable test period, as calculated by the Borrower in good faith using information from
and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant
Obligor as per the requirements of the related Loan Agreement.


 


“Interest
Coverage Test” means, as of any date of determination and utilizing Dollar Equivalents, the ratio of Collections deposited
to and available for distribution from the Interest Collection Subaccount is at least equal to 120% of amounts due and payable
on such date under Section 2.04(a)(i) through (vi)) (or if such date of determination is not a Payment Date, amounts
projected to be payable on the immediately following Payment Date, assuming Advances Outstanding during the relevant Remittance
Period is equal to the weighted average Advances Outstanding for the prior 12 Months (subject to adjustments for period prior
to the first anniversary of the Closing Date determined by the Administrative Agent in its sole discretion); provided that
with respect to the determination of the Interest Coverage Test relating to any specific event (including a Loan Asset Dividend
or distribution under Section 2.04 hereto), compliance with the Interest Coverage Test shall be determined immediately
following the effectiveness of such event.


 


“Interests
in Real Property” means any fee simple interest, any financeable estate for years or any leasehold interest, in each
case, in real property.


 


“Investment
Advisory Agreement” means (i) the Amended and Restated Investment Advisory Agreement, dated as of April 16, 2016, between
FSIC and FB Income Advisor, LLC, and (ii) the Investment Sub-Advisory Agreement, between FB Income Advisor, LLC and GSO Debt Funds
Management, LLC.


 


“Joinder
Supplement” means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form
of Exhibit D (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing
Date.


 


“Last
Out Loan Asset” means any Loan Asset that would meet the definition of a First Lien Loan Asset, except that at any time
prior to or after an event of default under the related Loan Agreement, a specified waterfall or other priority of payments provision
pursuant to an agreement among lenders or similar documentation provides that more than 30% of the outstanding indebtedness under
such Loan Asset will be paid by the Obligor to lenders other than the Borrower and other pari passu lenders thereunder.


 


“Lender”
means (a) HSBC and (b) any Lender, and/or any other Person to whom a Lender assigns any part of its rights and obligations under
this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04.


 


“Lender
Agent” means, with respect to (a) HSBC, HSBC and (b) each Lender which may from time to time become party hereto, the
Person designated as the “Lender Agent” with respect to such Lender in the applicable Joinder Supplement.


 


“Lender
Interest” has the meaning assigned to that term in Section 11.04.


 






    	22 



     


    

 


“LIBOR”
means, for any day during a Remittance Period:


 


(i)       with
respect to any LIBOR Advance (or portion thereof) in any Currency other than Canadian Dollars, the greater of (a) the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over administration of such
rate) for deposits in Dollars or, with respect to Foreign Currency Advances, such Foreign Currency, appearing on Reuters “LIBOR01”
screen (or on any successor or substitute page of such Reuters screen providing rate quotations comparable to those currently
provided on such page of such Reuters screen, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to United States Dollar deposits in the London interbank market) at approximately 11:00
a.m., London time, two Business Days prior to the proposed borrowing or rollover date for the Loan (which rollover date shall
be the first day of each Remittance Period), as the rate for the offering of United States Dollar deposits with a maturity of
three months, and (b) zero; provided that LIBOR for the initial Remittance Period, shall reflect an interpolated rate (as
determined by the Administrative Agent in its sole good faith discretion) reflecting the tenor of the initial Remittance Period.


 


(b)       with
respect to any LIBOR Advance (or portion thereof) in Canadian Dollars, the CDOR Rate.


 


“LIBOR
Advance” means an Advance that utilizes a Yield Rate based on LIBOR.


 


“Lien”
means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory
or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject
to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing).


 


“Lien
Release Dividend” has the meaning assigned to that term in Section 2.07(d).


 


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


 


“Loan
Asset” means (A) (i) a commercial loan that constitutes a Broadly Syndicated Loan Asset or Middle Market Loan Asset,
or (ii) a Participation Interest in any loan described in clause (i) above, or (B) an Unsecured Bond, in each case, originated
or acquired by the Transferor and transferred to the Borrower, or originated or acquired by the Borrower by assignment from a
third party in the ordinary course of its respective business that qualifies as a First Lien Loan Asset, Second Lien Loan Asset,
Last Out Loan Asset or Unsecured Bond. The Loan Assets as of the Closing Date are listed on Schedule VIII.


 


“Loan
Asset Checklist” means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower
to the Custodian, that identifies each of the items which constitute Required Loan Documents to be included within the respective
Loan Asset File, which shall specify whether such document is an original or a copy and includes the identification number and
the name of the Obligor with respect to the related Loan Asset.


 


“Loan
Asset File” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth
on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Servicing
Standard) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.


 






    	23 



     


    

 


“Loan
Asset Register” has the meaning assigned to that term in the Collateral Management Agreement.


 


“Loan
Asset Transfer” means any sale, substitution, repurchases or dividend effected pursuant to Section 2.07(a), (b),
(c) or (d).


 


“Loan
Asset Transfer Date” means the effective date of any Loan Asset Transfer, which shall be a Business Day during the Revolving
Period.


 


“Loan
Assignment” has the meaning set forth in the Purchase and Contribution Agreement.


 


“Loan
Tape” means the file identifying the Loan Assets delivered by the Borrower to the Custodian and the Administrative Agent.
Each such schedule shall be in Microsoft Excel format and shall set forth the information specified on Schedule IV.


 


“Locust”
means Locust Street Funding LLC, a Delaware limited liability company.


 


“Locust
Participation Agreement” means that certain participation agreement, dated as of December 15, 2016, between Locust,
as the “Seller” and FSIC as the “Participant”.


 


“Locust
Participation Interest” means a participation interest held by FSIC in a Loan Asset that was transferred and assigned
by to FSIC under the Locust Participation Agreement.


 


“LTV”
means, as of the Cut-Off Date with respect to any Loan Asset, the ratio of (x) the principal amount of such Loan Asset to (y)
enterprise value of the underlying business of the related Obligor, as determined by the Borrower in accordance with the Servicing
Standard.


 


“Maintenance
Covenant” means, as of any date of determination, a covenant by the underlying Obligor of a Loan Asset to comply with
one or more financial covenants (or comparable formulation under the related Loan Agreement) during each reporting period applicable
to such Loan Asset: maximum leverage; maximum senior leverage; maximum first lien leverage; minimum fixed charge coverage; minimum
tangible net worth; minimum net worth; minimum debt service coverage; minimum interest coverage; and minimum EBITDA.


 


“Management
Fee” means, for any Payment Date, an amount equal to (i) 0.35%, multiplied by (ii) the arithmetic mean of the
aggregate Outstanding Balance of all Eligible Loan Assets, on the first day and on the last day of the related Remittance Period,
and multiplied by (iii) the actual number of days in such Remittance Period divided by 360; provided that,
in the sole discretion of the Collateral Manager, the Collateral Manager may, from time to time, waive all or any portion of the
Management Fee payable on any Payment Date.


 


“Margin
Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.


 


“Material
Adverse Effect” means, with respect to any event or circumstance, a material adverse effect on (i) the business, financial
condition, operations, performance or properties of the Transferor, the Collateral Manager or the Borrower, (ii) the validity
or enforceability of this Agreement or any other Transaction Document, (iii) the validity or enforceability of any material portion
of the Loan Assets, (iv) the rights and remedies of the Collateral Agent, the Custodian, the Account Bank, the Administrative
Agent, any Lender, any Lender Agent and the Secured Parties with respect to matters arising under this Agreement or any other
Transaction Document, (v) the ability of the Borrower or the Collateral Manager to perform their respective obligations under
this Agreement or any other Transaction Document, or (vi) the status, existence, perfection, priority or enforceability of
the Collateral Agent’s lien on the Collateral Portfolio.


 






    	24 



     


    

 


“Material
Modification” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing an Eligible
Loan Asset executed or effected on or after the Cut-Off Date for such Eligible Loan Asset which:


 


(a)       reduces
or forgives a portion of the principal amount due under such Eligible Loan Asset;


 


(b)       delays
or extends the stated maturity date for such Eligible Loan Asset;


 


(c)       waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount
of such Eligible Loan Asset, or reduces the cash spread or coupon with respect to such Eligible Loan Asset (other than (i) any
reduction in interest set forth in the terms of the Loan Agreement at the time of approval or, (ii) in connection with market-demand
reductions for fully performing Loan Assets but only so long as (x) no default exists under the related Loan Agreement, (y) the
cash interest rate payable on such Loan Asset after giving effect to reduction is not less than (1) the applicable London Interbank
Offered Rate plus 3.00% if such Loan Asset is a floating rate loan or (2) 6.50% if such Loan Asset is a fixed rate loan
and (z) the Interest Coverage Ratio is less than 150% (prior to giving effect to such deferral or capitalization;


 


(d)       (i)
contractually or structurally subordinates such Eligible Loan Asset by operation of a priority of payments, turnover provisions,
the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than (x) “Permitted
Liens” or any comparable definitions or provisions in the Loan Agreement related to “Permitted Liens” for such
Eligible Loan Asset or (y) Purchase Money Liens on an immaterial portion of the Related Collateral incurred in the ordinary course
of the related Obligor’s business) on any of the Related Collateral securing such Loan Asset or (ii) the commitment amount
of any loan senior to such Eligible Loan Asset is increased;


 


(e)       substitutes,
alters or releases the Related Collateral securing such Eligible Loan Asset (other than any such collateral releases contemplated
under the Loan Agreement of such Loan Asset at the time of approval hereof by the Administrative Agent) and any such substitution,
alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the
value of such Eligible Loan Asset;


 


(f)       amends,
waives, forbears, supplements or otherwise modifies (i) the meaning of “Senior Leverage Ratio,” “Interest Coverage
Ratio,” “Total Leverage Ratio”, or “Permitted Liens” (other than to permit Purchase Money Liens
on an immaterial portion of the Related Collateral or customary Liens not related to the incurrence of debt for borrowed money,
in each case, incurred in the ordinary course of the related Obligor’s business) or any respective comparable definitions
in the Loan Agreement for such Eligible Loan Asset (to the extent such financial covenants are included in such Loan Agreement)
or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the “Senior Leverage
Ratio,” “Interest Coverage Ratio,” “Total Leverage Ratio” or “Permitted Liens” (other
than to permit Purchase Money Liens on an immaterial portion of the Related Collateral or customary Liens not related to the incurrence
of debt for borrowed money, in each case, incurred in the ordinary course of the related Obligor’s business) or any respective
comparable definitions for such Eligible Loan Asset, in either case in a manner that, in the reasonable discretion of the Administrative
Agent, is materially adverse to the Secured Parties;


 


(g)       would
cause such Loan Asset to no longer satisfy the Eligibility Criteria; or


 


(h)       adversely
affects the terms identified in an Approval Notice relating thereto.


 






    	25 



     


    

 


“Maximum
Availability” means, as of any date of determination and utilizing Dollar Equivalents, an amount equal to the least
of:


 


(i)       the
Maximum Facility Amount minus the Unfunded Exposure Amount Shortfall;


 


(ii)       the
product of the Borrowing Base multiplied by the Weighted Average Advance Rate, and minus the Unfunded Exposure Equity
Shortfall; and


 


(iii)       the
Borrowing Base, plus the amount on deposit in the Principal Collection Subaccount, minus the Minimum Required Equity
Amount, and minus the Unfunded Exposure Equity Shortfall.


 


“Maximum
Facility Amount” means the aggregate Commitments as then in effect and set forth in Annex A, as such amount may
be reduced pursuant to Section 2.17(c) or increased (with the consent of the Administrative Agent) pursuant to Section
2.21 by the addition of Commitments as reflected on Annex A up to an aggregate amount not to exceed $200,000,000 provided,
that, at all times following either (i) the Revolving Period End Date, or (ii) the Termination Date, the Maximum Facility Amount
means the aggregate Advances Outstanding at such time. The Maximum Facility Amount on the Closing Date is equal to $150,000,000.


 


“Middle
Market Loan Asset” means a Loan Asset that is denominated in Dollars and that is not a Broadly Syndicated Loan Asset,
including any Loan Asset that would otherwise qualify as a Broadly Syndicated Loan Asset and is an Approved Loan Asset.


 


“Minimum
Required Equity Amount” means, as of any date of determination, an amount equal to the greater of (a) $50,000,000, and
(b) the aggregate Outstanding Balance of all Loan Assets to the three largest Obligors.


 


“Moody’s”
means Moody’s Investors Service, Inc. (or its successors in interest).


 


“Moody’s
Industry Classifications” means the industry classifications set forth on Schedule V hereto, as such industry classifications
shall be updated with the consent of the Borrower and the Administrative Agent if Moody’s publishes revised industry classifications.


 


“Mortgage”
means the mortgage, deed of trust or other instrument creating a first or second Lien on an Interest in Real Property securing
a Loan Asset subject to this Agreement, including the Assignment of Leases and Rents related thereto.


 


“Mortgaged
Property” means the underlying Interests in Real Property which are subject to the Lien of a Mortgage that secures a
Loan Asset, consisting of Interests in Real Property in a parcel or parcels of land, at least one of which parcels is improved
by a commercial building or facility, together with Interests in Real Property in such commercial building or facility and any
personal property, fixtures, leases and other property or rights pertaining to such land, commercial building or facility which
are subject to the related Mortgage.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the applicable Person
or any ERISA Affiliate of that Person has or may have an obligation to contribute or had an obligation to contribute at any time.


 


“Non-Cash
Paying PIK Loan Asset” means, as of any date of determination, a PIK Loan Asset that is deferring all of the cash interest
that is due at such time or that, at such time, has any balance of due and unpaid cash interest outstanding.


 


“Non-Defaulting
Lender” means any Lender that is not a Defaulting Lender.


 


“Noteless
Loan Asset” means a Loan Asset with respect to which the Loan Agreement (a) does not require the Obligor to execute
and deliver a promissory note to evidence the Indebtedness created under such Loan Asset or (b) requires any holder of the Indebtedness
created under such Loan Asset to affirmatively request a promissory note from the related Obligor (and none has been requested
with respect to such Loan Asset held by the Borrower).


 






    	26 



     


    

 


“Notice
and Request for Consent” has the meaning assigned to that term in Section 2.07(g)(i).


 


“Notice
of Borrowing” means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each
Lender Agent in the form attached hereto as Exhibit E.


 


“Notice
of Exclusive Control” has the meaning given to such term in the Account Control Agreement.


 


“Notice
of Reduction” means a notice of a reduction of the Advances Outstanding pursuant to Section 2.17, in the form
attached hereto as Exhibit F.


 


“Obligations”
means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lenders, the Lender Agents, the Administrative
Agent, the Account Bank, the Secured Parties, the Collateral Agent or the Custodian arising under this Agreement and/or any other
Transaction Document, including interest, fees and other obligations that accrue after the commencement of a Bankruptcy Proceeding
(in each case whether or not allowed as a claim in such Bankruptcy Proceeding).


 


“Obligor”
means the Person primarily relied upon to pay (including as a result of a guarantee) the principal and interest obligations of
a Loan Asset.


 


“Observable
Market Price” means, with respect to any Loan Asset as of any date of determination, the price equal to the average
of the firm bid prices quoted by two or more independent Approved Broker-Dealers or loan pricing services, including LoanX Mark-It
Partners or Loan Pricing Corporation or another nationally recognized pricing service selected by the Borrower and approved by
the Administrative Agent.


 


“Officer’s
Certificate” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial
officer or any vice president (or any authorized signatory of any sub-advisor), as an authorized signatory, of any Person.


 


“Opinion
of Counsel” means a customary written opinion of counsel, which opinion and counsel are acceptable to the Administrative
Agent in its sole discretion.


 


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


 


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


 


“Outstanding
Balance” means, as of any date of determination (and, when applicable, utilizing Dollar Equivalents), the outstanding
principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest.


 






    	27 



     


    

 


“Participation
Interest” means (i) an undivided participation interest in a Loan Asset acquired directly by the Borrower, and (ii)
an undivided participation interest in a Loan Asset (including an undivided sub-participation interest in a Locust Participation
Interest) owned by the Transferor and sold or contributed to the Borrower pursuant to the Purchase and Contribution Agreement.
Each Participation Interest shall be designated as a Short-Term Participation Interest for all purposes hereunder unless specifically
designated otherwise by the Borrower in writing to the Administrative Agent, the Collateral Manager and the Collateral Agent as
of its related Cut-Off Date on the Loan Assignment or otherwise.


 


“Payment
Account” means a trust account (account number 184998-200 at the Account Bank) (including subaccounts for the deposit
of Foreign Currencies) shall include sub-accounts in each Foreign Currency) in the name of the Collateral Agent and under the
sole dominion and control of the Collateral Agent for the benefit of the Secured Parties; provided that funds deposited
therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower,
and the Borrower shall be solely liable for any Taxes payable with respect to the Payment Account.


 


“Payment
Date” means (i) during the Revolving Period, the 15th day of each of February, May, August and November,
commencing on the 15th day of May, 2017, and (ii) during the Redemption Period, the 15th day of each Month
or, in all cases, if such day is not a Business Day, the next succeeding Business Day; provided that the final Payment
Date shall occur on the Collection Date.


 


“Pension
Plan” means an “employee pension benefit plan” as such term is defined in Section 3 of ERISA, other than
a Multiemployer Plan, that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code and to which the applicable
Person or any ERISA Affiliate of that Person has or may have an obligation to contribute or had an obligation to contribute at
any time.


 


“Permitted
Investments” means negotiable instruments or securities or other investments that (i) except in the case of demand or
time deposits, investments in money market funds and Eligible Repurchase Obligations, are represented by instruments in bearer
or registered form or ownership of which is represented by book entries by a clearing agency or by a Federal Reserve Bank in favor
of depository institutions eligible to have an account with such Federal Reserve Bank who hold such investments on behalf of their
customers, (ii) as of any date of determination, have a remaining tenor to maturity of not greater than 6 months, and (iii) evidence:


 


(a)       direct
obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the United States);


 


(b)       demand
deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of
the United States or any state thereof and subject to supervision and examination by federal or state banking or depository institution
authorities; provided that at the time of the Borrower’s investment or contractual commitment to invest therein,
the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating is based on the
credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a
credit rating from S&P, Moody’s and Fitch in the Highest Required Investment Category granted by each of S&P, Moody’s
and Fitch;


 


(c)       commercial
paper, or other short-term obligations, having, at the time of the Borrower’s investment or contractual commitment to invest
therein, a rating in the Highest Required Investment Category granted by each of S&P, Moody’s and Fitch;


 






    	28 



     


    

 


(d)       demand
deposits, time deposits or certificates of deposit that are fully insured by the U.S. Federal Deposit Corporation and either have
a rating on their certificates of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”,
respectively, and if rated by Fitch, from Fitch of “F-1+”;


 


(e)       notes
that are payable on demand or bankers’ acceptances issued by any depository institution or trust company referred to in
clause (b) above;


 


(f)       investments
in taxable money market funds or other regulated investment companies having, at the time of the Borrower’s investment or
contractual commitment to invest therein, a rating of the Highest Required Investment Category from each of S&P, Moody’s
and Fitch (if rated by Fitch);


 


(g)       time
deposits (having maturities of not more than 90 days) by an entity the commercial paper of which has, at the time of the Borrower’s
investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by each of
S&P, Moody’s and Fitch; or


 


(h)       Eligible
Repurchase Obligations with a rating acceptable to each of S&P, Moody’s and Fitch, which in the case of S&P, shall
be “A-1” and in the case of Fitch shall be “F-1+”.


 


The
Collateral Agent may, pursuant to the direction of the Borrower or the Administrative Agent,
as applicable, purchase or sell to itself or an Affiliate, as principal or agent, the Permitted Investments described above. Permitted
Investments may include those investments in which the Collateral Agent or any of its Affiliates provides services and receives
reasonable compensation.


 


“Permitted
Liens” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced (a) Liens for federal, state, municipal or other local 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; and (c) Liens granted pursuant to or by the Transaction Documents.


 


“Person”
means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock
company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision
thereof) or other entity (whether or not having separate legal personality).


 


“PIK
Interest” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of
being paid as interest as it accrues.


 


“PIK
Loan Asset” means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the
principal amount of such Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of
such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.


 


“Pledge”
or “Pledged” means to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a
security interest in and right of set-off against, deposit, set over and confirm. A Pledge of the Collateral Portfolio, or of
any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder,
including, the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect
of the Collateral Portfolio, and all other monies payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder
or with respect thereto.


 






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“Portfolio
Assets” means all Loan Assets in which the Borrower has an interest, together with all proceeds thereof and other assets
or property related thereto, including all right, title and interest of the Borrower in and to:


 


(a)       any
amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;


 


(b)       all
rights with respect to the Loan Assets to which the Transferor or the Borrower, as applicable, is entitled as lender under the
applicable Loan Agreement;


 


(c)       the
Controlled Accounts, together with all cash and investments in each of the foregoing other than amounts earned on investments
therein;


 


(d)       any
Related Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies
due or to become due and paid in respect thereof after the applicable Cut-Off Date and all liquidation proceeds;


 


(e)       all
Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments
included in the Loan Asset Files or Records;


 


(f)       all
Insurance Policies with respect to any Loan Asset;


 


(g)       all
Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time
to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar
filings signed or authorized by an Obligor relating thereto;


 


(h)       the
Purchase and Contribution Agreement;


 


(i)       the
Collateral Management Agreement;


 


(j)       all
records (including computer records) with respect to the foregoing; and


 


(k)       all
collections, income, payments, proceeds and other benefits of each of the foregoing.


 


“Priced
Loan Asset” means any Loan Asset that has an Observable Market Price.


 


“Prime
Rate” means the rate of interest per annum determined from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by the Administrative
Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions
and other factors, and is used generally as a reference point for pricing loans similar to the Advances, which may be priced at,
above, or below such rate.


 


“Principal
Collection Subaccount” means the account established at the Account Bank with account number 184998-202 for U.S. Dollar
deposits into which Principal Collections shall be segregated, and each other subaccount of the Collection Account (including
subaccounts for the deposit of Foreign Currencies) that may be established from time to time for administration or convenience
into which Principal Collections are to be segregated.


 






    	30 



     


    

 


“Principal
Collections” means (a) any Collections deposited by the Borrower in accordance with Section 2.06(a)(i) or Section
2.07(c)(i), and (b) with respect to any Loan Asset, all Collections received which are not Interest Collections, including
all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments
and proceeds of any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such
Loan Asset. For the avoidance of doubt, Principal Collections shall not include amounts on deposit in the Unfunded Exposure Account.


 


“Pro
Rata Share” means, with respect to each Lender, the percentage obtained by dividing the Commitment of such Lender
(or, following the termination thereof, the outstanding principal amount of all Advances of such Lender), by the aggregate
Commitments of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding).


 


“Proceeds”
means, with respect to any property included in the Collateral Portfolio, all property that is receivable or received when such
property is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary
or involuntary, and includes all rights to payment with respect to any insurance relating thereto.


 


“Purchase
and Contribution Agreement” means that certain Purchase and Contribution Agreement, dated as of the Closing Date, between
the Transferor, as the seller, the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced
from time to time.


 


“Purchase
Money Lien” means a Lien that secures indebtedness for borrowed money so long as (a) substantially all of the proceeds
of the indebtedness for borrowed money that is the subject of such Lien was used to acquire, construct or improve the asset(s)
that are the subject of such Lien and (b) such Lien does not attach to assets other than those acquired, constructed or improved
with such proceeds.


 


“Purchase
Price” means, with respect to any Loan Asset, an amount (expressed as a percentage) equal to (a) the purchase price
paid by the Transferor or the Borrower (as applicable) for such Loan Asset (exclusive of any accrued interest, original issue
discount and closing fees) divided by (b) the Outstanding Balance of such Loan Asset outstanding as of the date of such
purchase (exclusive of any accrued interest, original issue discount and closing fees).


 


“Quoted
Price” means, with respect to each Loan Asset as of any date, the net value (expressed as a percentage of the Outstanding
Balance) of such Loan Asset quoted by an Approved Valuation Firm valuing such Loan Asset utilizing the Valuation Standard.


 


“Rating
Factor” means the applicable numeric value set forth under the columns entitled “Moody’s Rating Factor”
in the following table:


 


	Moody’s
    Default 

Probability Rating	Moody’s
    Rating Factor	Moody’s
    Default 

Probability Rating	Moody’s
    Rating Factor
	Aaa	1	Ba1	940
	Aa1	10	Ba2	1,350
	Aa2	20	Ba3	1,766
	Aa3	40	B1	2,220
	A1	70	B2	2,720
	A2	120	B3	3,490
	A3	180	Caa1	4,770
	Baa1	260	Caa2	6,500
	Baa2	360	Caa3	8.070
	Baa3	610	Ca
    or lower	10,000


 






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


 


“Records”
means all documents relating to the Loan Assets, including books, records and other information executed in connection with the
origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related
Obligors that the Borrower, the Transferor or the Collateral Manager have generated, in which the Borrower has acquired an interest
pursuant to the Purchase and Contribution Agreement or in which the Borrower or the Transferor have otherwise obtained an interest.


 


“Recoveries”
means, at the time any Related Collateral with respect to any Defaulted Loan Asset is sold, discarded or abandoned (after a determination
by the Borrower that such Related Collateral has little or no remaining value) or otherwise determined to be fully liquidated
by the Borrower in accordance with the Servicing Standard, the proceeds from the sale of the Related Collateral, the proceeds
of any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Related Collateral,
and amounts representing late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable,
to be refunded to the related Obligor.


 


“Recovery
Rate” means (i) with respect to an Approved Loan Asset, the percentage set forth in the related Approval Notice, and
(ii) with respect to any other Loan Asset, the corresponding percentage for the type of Loan Asset (such type to be determined
as of the Funding Date of each Loan Asset) set forth in the chart set forth in the defined term “Advance Rate”.


 


“Redemption
Advances Outstanding” means the Advances Outstanding as of the Scheduled Revolving Period End Date.


 


“Redemption
Period” means the period commencing on the Scheduled Revolving Period End Date and ending on the Scheduled Maturity
Date.


 


“Redemption
Principal Reduction Amount” means, with respect to any Payment Date during the Redemption Period, an amount equal to
(1) the product of (i) 5.00% of the Redemption Advances Outstanding; and (ii) the number of Payments Dates (including
the current Payment Date) occurring during the Redemption Period, minus (2) the aggregate amount of prepayments of principal
of the Advances Outstanding made pursuant to Section 2.17(b) or 2.06(a) during the Redemption Period and prior to
such Payment Date.


 


“Register”
has the meaning assigned to that term in Section 2.13.


 


“Registered”
means in registered form for U.S. Federal income tax purposes and issued after July 18, 1984; provided that, a certificate
of interest in a grantor trust shall not be treated as Registered unless each of the obligations or securities held by the trust
was issued after that date.


 


“Related
Collateral” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as
collateral to secure repayment of such Loan Asset, including Mortgaged Property and/or a pledge of the stock, membership or other
ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.


 






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“Release
Date” has the meaning set forth in Section 2.07(c).


 


“Relevant
Test Period” means, with respect to any Loan Asset, the relevant test period for the calculation of Total Leverage Ratio,
Senior Leverage Ratio, Interest Coverage Ratio or EBITDA as applicable, for such Loan Asset in the applicable Loan Agreement or,
if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive
reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive
reported fiscal quarters of the principal Obligor on such Loan Asset; provided that, with respect to any Loan Asset for
which the relevant test period is not provided for in the applicable Loan Agreement, if an Obligor is a newly-formed entity as
to which 12 consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period
from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may
be) from the date of formation, and shall subsequently include each period of the last 12 consecutive reported calendar months
or four consecutive reported fiscal quarters (as the case may be) of such Obligor.


 


“Remittance
Period” means, (a) as to the initial Payment Date, the period beginning on the Closing Date and ending on, and including,
the Determination Date immediately preceding such Payment Date and (b) as to any subsequent Payment Date, the period beginning
on the first day after the most recently ended Remittance Period and ending on, and including, the Determination Date immediately
preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.


 


“Reporting
Date” means the date that is one Business Day prior to the 15th of each calendar month, commencing in February,
2017.


 


“Required
Asset Coverage Ratio” means, as of any date of determination, “asset coverage” (as understood under the
1940 Act) of FSIC of at least 200 per centum, as determined in accordance with the terms and requirements of the 1940 Act,
including Sections 6(f), 18 and 61(a)(1) thereof, and otherwise in accordance with GAAP.


 


“Required
Lenders” means the Lenders representing an aggregate more than 50% of the aggregate Commitments of the Lenders then
in effect; provided, that if a Lender’s Commitment is reduced as a result of a Bail-In Action, the vote of any such Lender
shall be commensurately and proportionately reduced, unless such Lender is the only Lender, in which case such Lender will retain
its voting rights.


 


“Required
Loan Documents” means, for each Loan Asset, originals (except as otherwise indicated) of the following documents or
instruments, all as specified on the related Loan Asset Checklist:


 


(a)       other
than in the case of a Noteless Loan Asset, the original or, if accompanied by an original “lost note” affidavit and
indemnity, a copy of, the underlying promissory note made payable to the Borrower, endorsed by the Borrower or the prior holder
of record either in blank or to the Collateral Agent (and evidencing an unbroken chain of endorsements from each prior holder
thereof evidenced in the chain of endorsements either in blank or to the Collateral Agent), with any endorsement to the Collateral
Agent to be in the following form: “U.S. Bank National Association, as the Collateral Agent for the Secured Parties”;


 


(b)       originals
or copies of each of the following, to the extent applicable to the related Loan Asset: any related loan agreement, credit agreement,
note purchase agreement, security agreement, sale and servicing agreement or similar material operative document, in each case
together with any amendment or modification thereto, as set forth on the Loan Asset Checklist; and


 






    	33 



     


    

 


(c)       with
respect to any Loan Asset originated by the Transferor or any of its Affiliates and with respect to which the Transferor or an
Affiliate acts as the administrative agent (or in a comparable capacity), copies (as applicable) of the acquisition agreement,
subordination agreement, intercreditor agreement or similar instruments, guarantee, Insurance Policy, assumption or substitution
agreement and either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing
the Obligor as debtor and the Collateral Agent as total assignee or showing the Obligor, as debtor and the Transferor or any of
its Affiliates as secured party and each with evidence of filing thereon, or (ii) copies of any such financing statements
certified by the Borrower to be true and complete copies thereof in instances where the original financing statements have been
sent to the appropriate public filing office for filing, in each case as set forth in the Loan Asset Checklist.


 


“Resignation
Effective Date” has the meaning assigned to that term in Section 9.01(h).


 


“Responsible
Officer” means, with respect to any Person, any duly authorized officer of such Person (or a sub-advisor of such Person)
with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly
authorized officer of such Person (or a sub-advisor of such Person) to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 


“Restricted
Junior Payment” means (a) any dividend or other distribution, direct or indirect, on account of any class of membership
interests of the Borrower now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding,
(c) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire membership interests of the Borrower now or hereafter outstanding, and (d) any payment of management
fees by the Borrower. For the avoidance of doubt, (x) payments due to FSIC (including tax distributions due to FSIC as provided
in Sections 2.04(a)(i) and 2.04(c)(i)) in accordance with this Agreement or any other Transaction Document do not
constitute Restricted Junior Payments, and (y) distributions by the Borrower to FSIC (as the sole holder of its membership interests)
of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower in accordance with this
Agreement shall not constitute Restricted Junior Payments.


 


“Retained
Interest” means, with respect to any Agented Loan Asset that is transferred to the Borrower, (a) all of the obligations,
if any, of the agent(s) under the documentation evidencing such Agented Loan Asset and (b) the applicable portion of the interests,
rights and obligations under the documentation evidencing such Agented Loan Asset that relate to such portion(s) of the indebtedness
and interest in other obligations that are owned by another lender.


 


“Review
Criteria” has the meaning assigned to that term in Section 12.02(b)(i).


 


“Revolving
Loan Asset” means a Loan Asset (other than a Delayed Drawdown Loan Asset) that by its terms may require one or more
future advances to be made to the related Obligor by the Borrower and which provides that such borrowed money may be repaid and
re-borrowed from time to time.


 


“Revolving
Note” has the meaning assigned to such term in Section 2.01(a).


 






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“Revolving
Period” means the period commencing on the Effective Date and ending on the Revolving Period End Date.


 


“Revolving
Period End Date” means the earliest to occur of (i) the Scheduled Revolving Period End Date, (ii) the date of the declaration
by the Administrative Agent, or the automatic occurrence, of an Event of Default (unless waived or rescinded), and (iii) the Termination
Date.


 


“RIC
Distributions” means distributions by the Borrower to FSIC enabling FSIC to continue to qualify as a “regulated
investment company” within the meaning of Section 851 of the Code, in an amount set forth in a Servicing Report that does
not exceed the proportional distribution of the Borrower relative to all assets held by FSIC and all other subsidiaries of FSIC.


 


“S&P”
means Standard & Poor’s Ratings Group, a Standard & Poor’s Financial Services LLC business (or its successors
in interest).


 


“Sanctioned
Jurisdiction” means any country or territory that is, or whose government is, the subject of any country- or territory-wide
Sanctions broadly prohibiting or restricting dealings in, with or involving such country or territory, including, as of the date
hereof, the Crimea region of the Ukraine, Cuba, Iran, North Korea, Sudan and Syria.


 


“Sanctions”
has the meaning assigned to that term in Section 4.01(nn).


 


“Scheduled
Maturity Date” means December 15, 2021.


 


“Scheduled
Payment” means each scheduled payment of principal and/or interest required to be made by an Obligor on the related
Loan Asset, as adjusted pursuant to the terms of the related Loan Agreement.


 


“Scheduled
Revolving Period End Date” means December 15, 2020.


 


“Second
Lien Loan Asset” means a Loan Asset that is:


 


(a)       not
subordinated except to a First Lien Loan Asset (and cannot become subordinated) in right of payment to any obligation of the Obligor
under any Bankruptcy Proceeding, reorganization, moratorium or liquidation;


 


(b)       
secured by either (i) a valid second priority perfected Lien over specified collateral or over substantially all of the Obligor’s
assets or (ii) a valid Lien (x) that is a first priority perfected Lien over specified collateral that the Borrower determines
in good faith that the value of such collateral on or about the time of origination exceeds the outstanding principal balance
of such Loan Asset or (y) over substantially all of the Obligor’s assets but does not otherwise meet the attachment criteria
of a First Lien Loan Asset or a Last Out Loan Asset; and


 


(c)       provides
that indebtedness thereunder constitutes “senior debt” (except with respect to the contractual subordination to identified
First Lien Loan Assets) or pari passu with all other indebtedness.


 


“Secured
Party” means each of the Administrative Agent, each Lender, each Lender Agent, each Affected Party, each Indemnified
Party, the Custodian, the Collateral Agent and the Account Bank.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Senior
Leverage Ratio” means, with respect to the Obligor of any Loan Asset for any Relevant Test Period, the meaning of “Senior
Leverage Ratio” or any comparable definition relating to first lien senior secured (or such applicable lien or applicable
level within the capital structure) indebtedness in the Loan Agreement for each such Loan Asset, and in any case that “Senior
Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) first lien senior
secured (or such applicable lien or applicable level within the capital structure) Indebtedness minus Unrestricted Cash,
as of the applicable test date, to (b) EBITDA, for the applicable test period, as calculated by the Borrower in good faith using
information from and calculations consistent with the relevant compliance statements and financial reporting packages provided
by the relevant Obligor as per the requirements of the related Loan Agreement.


 






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“Servicing
File” means, for each Loan Asset, the following documents or instruments:


 


(a)       copies
of each of the documents included in the Required Loan Documents definition;


 


(b)       to
the extent applicable to such Loan Asset, the final copies for any related subordination agreement, intercreditor agreement, or
similar instruments, Insurance Policy, assumption or substitution agreement or similar material operative document, in each case
together with any amendment or modification thereto;


 


(c)       with
respect to a Loan Asset which is a Loan Asset secured by a Mortgage (except in the case of a Loan Asset which constitutes a Third
Party Agented Loan Asset), either (i) if the Borrower is the sole lender on such Loan Asset, the original executed Mortgage, the
original executed Assignment of Leases and Rents, if any, and the originals of all intervening executed assignments, if any, of
the Mortgage and Assignments of Leases and Rents, naming the Borrower as mortgagee and assignee and with evidence of recording
thereon, (ii) if the Borrower is not the sole lender on such Loan Asset, copies of the originals that have been transmitted for
recording until such time as the originals are returned by the public recording office or (iii) if the Borrower is the sole lender
on such Loan Asset, copies certified by the public recording offices where such documents were recorded to be true and complete
copies thereof in those instances where the public recording offices retain the original or where the original recorded documents
are lost; and


 


(d)       except
in the case of a Loan Asset which constitutes a Third Party Agented Loan Asset, either (i) copies of the UCC-1 Financing Statements,
if any, and any related continuation statements, each showing the Obligor as debtor and each with evidence of filing thereon,
or (ii) copies of any such financing statements certified by the Borrower to be true and complete copies thereof in instances
where the original financing statements have been sent to the appropriate public filing office for filing.


 


“Servicing
Report” has the meaning assigned to that term in Section 6.05(b).


 


“Servicing
Standard” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such
Loan Assets in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements, all customary and usual servicing
practices for loans like the Loan Assets and, to the extent consistent with the foregoing, (a) the highest of: (A) the customary
and usual servicing practices that a prudent loan investor or lender would use in servicing loans like the Loan Assets for its
own account, and (B) the same care, skill, prudence and diligence with which the Collateral Manager and the parties under the
Investment Advisory Agreement service and administer loans for their own account or for the account of others; (b) with a
view to maximize the value of the Loan Assets; and (c) without regard to: (i) obligations, if any, to incur servicing and administrative
expenses with respect to a Loan Asset, (ii) the right to receive compensation for its services hereunder or with respect
to any particular transaction, or (iii) the ownership, servicing or management for others of any other loans or property.


 


“Short-Term
Participation Interest” means a Participation Interest (which may be a Locust Participation Interest) that at all times
commencing from the related Cut-Off Date, the Transferor intends to be subject to Elevation in favor of the Borrower within 60
days of its related Cut-Off Date.


 






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“Similar
Law” has the meaning assigned to that term in Section 4.01(x).


 


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


 


“Special
Event” has the meaning assigned to that term in Section 5.01(hh).


 


“Special
Event Notice” has the meaning assigned to that term in Section 5.01(hh).


 


“Specified
Eligibility Criteria” means (i) with respect to a Broadly Syndicated Loan Asset (without regard to whether such Loan
Asset would become an Approved Loan Asset), the criteria listed in items 46 and 47 of the Eligibility Criteria, (ii) with respect
to a Middle Market Loan Asset that is a First Lien Loan Asset or a Last Out Loan Asset (other than a Broadly Syndicated Loan Asset
that is an Approved Loan Asset), the criteria listed in items 45 and 48 of the Eligibility Criteria, and (iii) with respect to
a Middle Market Loan Asset that is a Second Lien Loan Asset, the criteria listed in items 45 and 49 of the Eligibility Criteria,
together with any other Eligibility Criteria that may be identified by the Administrative Agent in the related Approval Notice.


 


“State”
means one of the fifty states of the United States or the District of Columbia.


 


“Structured
Finance Obligation” means any obligation of a special purpose vehicle secured directly by, referenced to, or representing
ownership of, a pool of receivables or other assets, including collateralized debt obligations and single asset repackages.


 


“Subsidiary”
means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such person.


 


“Substitute
Eligible Loan Asset” means each Eligible Loan Asset Pledged by the Borrower to the Collateral Agent, on behalf of the
Secured Parties, pursuant to Section 2.07(a) or Section 2.07(c)(ii).


 


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


 


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


 






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“Termination
Date” means the earliest of (a) that Business Day designated by the Borrower to the Administrative Agent pursuant to
Section 2.17(b), (b) the Scheduled Maturity Date or (c) the date on which the Termination Date is declared (or is deemed
to have occurred automatically) pursuant to Section 7.01.


 


“Termination/Reduction
Notice” means each notice required to be delivered by the Borrower in respect of any termination of this Agreement or
any permanent reduction of the Maximum Facility Amount, in the form of Exhibit G.


 


“Third
Party Agented Loan Asset” means any Loan Asset which is agented by a Person other than the Transferor as part of a syndicated
loan transaction.


 


“Total
Borrower Capitalization” means, with respect to each Trading Measurement Period, the sum of (a) the Adjusted Balance
of all Eligible Loan Assets plus (b) the aggregate amount on deposit in the Principal Collection Subaccount plus
(c) the aggregate amount on deposit in the Unfunded Exposure Account; provided that with respect to each Trading Measurement
Period, the “Total Borrower Capitalization” shall be calculated as of any day during such Trading Measurement Period
which would result in the highest “Total Borrower Capitalization.”


 


“Total
Leverage Ratio” means, with respect to the Obligor of any Loan Asset for any Relevant Test Period, the meaning of “Total
Leverage Ratio” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Total
Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness minus
Unrestricted Cash, as of the applicable test date, to (b) EBITDA, for the applicable test period, as calculated by the Borrower
in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting
packages provided by the relevant Obligor as per the requirements of the related Loan Agreement.


 


“Trading
Measurement Period” means each successive one year period to occur following the Closing Date; provided that
(i) the first day of each such successive one year period shall be the first Business Day to occur on or following the applicable
anniversary of the Closing Date (or, in the case of the first Trading Measurement Period, the Closing Date) and (ii) the final
Trading Measurement Period shall end on the Collection Date.


 


“Transaction
Documents” means this Agreement, any Revolving Note(s), any Joinder Supplement, the Purchase and Contribution Agreement,
the Collateral Management Agreement, the Account Control Agreement, the Fee Letters, each document, instrument or agreement related
to any of the foregoing and any other agreement or document designated as a “Transaction Document” by the Administrative
Agent and the Borrower.


 


“Transaction
Fee Letter” means the Transaction Fee Letter, dated as of December 15, 2016, between the Administrative Agent and the
Borrower.


 


“Transferee
Letter” has the meaning assigned to that term in Section 11.04(a).


 


“Transferor”
means FS Investment Corporation, in its capacity as the seller or contributor of the Loan Assets under the Purchase and Contribution
Agreement, together with its successors and assigns in such capacity.


 


“Type”
means, with respect to any Advance, the basis for the calculation of the Yield Rate of such Advance (whether LIBOR or the Base
Rate).


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.


 






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“UK
Bribery Act” has the meaning assigned to that term in Section 4.01(nn).


 


“Underwriting
Memoranda” means for any Loan Asset, the underwriting or investment approval memoranda utilized by the Transferor or
the Borrower, as applicable, in evaluating and approving such Loan Asset for investment (which Underwriting Memoranda shall provide
for a method for calculation of the Maintenance Covenants of the related Obligor).


 


“Undrawn
Additional Commitment Amount” means, with respect to any Remittance Period (or portion thereof during which the Commitments
were in effect), that portion of the Undrawn Commitment Amount, if any, that is in excess of the Undrawn Base Commitment Amount.


 


“Undrawn
Base Commitment Amount” means, with respect to any Remittance Period (or portion thereof during which the Commitments
were in effect), that portion of the Undrawn Commitment Amount (which may be the entire Undrawn Commitment Amount) that is not
greater than 35% of the aggregate Commitments.


 


“Undrawn
Commitment Amount” means, with respect to any Remittance Period (or portion thereof during which the Commitments were
in effect), the positive difference, if any (expressed in Dollars), between (i) the aggregate Commitments and (ii) the
weighted average of Advances Outstanding for each day during such period.


 


“Undrawn
Fee” has the meaning assigned to that term in Section 2.09.


 


“Unfunded
Exposure Account” means a trust account (account number 184998-701 at the Account Bank) (including subaccounts for the
deposit of Foreign Currencies) in the name of the Collateral Agent and under the sole dominion and control of the Collateral Agent
for the benefit of the Secured Parties; provided that amounts deposited therein (including any interest and earnings thereon)
from time to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes
payable with respect to the Unfunded Exposure Account.


 


“Unfunded
Exposure Account Surplus” means, as of any date of determination, the positive amount, if any, between (i) the amount
on deposit in the Unfunded Exposure Account, and (ii) the sum of the Unfunded Exposure Amounts for all Delayed Drawdown Loan Asset
and Revolving Loan Asset included in the Collateral Portfolio.


 


“Unfunded
Exposure Amount” means, as of any date of determination with respect to any Delayed Drawdown Loan Asset and Revolving
Loan Asset included in the Collateral Portfolio, an amount equal to the unfunded commitments associated with such Loan Asset.


 


“Unfunded
Exposure Amount Shortfall” means, as of any date of determination, the positive difference, if any, between (i) the
sum of the Unfunded Exposure Amounts for all Delayed Drawdown Loan Asset and Revolving Loan Asset included in the Collateral Portfolio,
and (ii) the amount on deposit in the Unfunded Exposure Account as of such date; provided, that at all times that an Unfunded
Exposure Account Surplus exists, the Unfunded Exposure Amount Shortfall shall be deemed to equal zero.


 


“Unfunded
Exposure Equity Amount” means, as of any date of determination with respect to any Delayed Drawdown Loan Asset and Revolving
Loan Asset included in the Collateral Portfolio, an amount equal to (i) the Unfunded Exposure Amount for such Loan Asset minus
(ii) the product of (each, with respect to such Loan Asset) (x) the Unfunded Exposure Amount, (y) the Assigned Value, and
(z) the Advance Rate; provided that at all times on and after the Revolving Period End Date, the Unfunded Exposure Equity
Amount shall equal to the Unfunded Exposure Amount.


 






    	39 



     


    

 


“Unfunded
Exposure Equity Shortfall” means, as of any date of determination the positive difference, if any, between (i) the sum
of the Unfunded Exposure Equity Amounts for all Delayed Drawdown Loan Asset and Revolving Loan Asset included in the Collateral
Portfolio, and (ii) the amount on deposit in the Unfunded Exposure Account; provided, if the calculation above is equal
to or less than zero, the Unfunded Exposure Equity Shortfall shall be deemed to equal zero.


 


“United
States” means the United States of America.


 


“United
States Tax Person” means a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Unmatured
Event of Default” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and
notice, constitute an Event of Default.


 


“Unrestricted
Cash” means, with respect to any Loan Asset, the meaning of “Unrestricted Cash” or any comparable definition
in the Loan Agreements for the applicable Loan Asset, and in any case that “Unrestricted Cash” or such comparable
definition is not defined in such Loan Agreement, all cash available for use for general corporate purposes and not held in any
reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket
liens permitted under or granted in accordance with such Loan Agreement).


 


“USA
PATRIOT Act” has the meaning assigned to that term in the definition of “Anti-Money Laundering Laws”.


 


“Unsecured
Bond” means a debt security that is unsecured and may be contractually subordinated in right of payment to secured debt
of the Obligor but that (i) is not convertible to equity, (ii) provides for full payment of interest and principal in cash, and
(iii) has an original term to maturity of no longer than seven years.


 


“Valuation
Date” means any date on which a Borrowing Request is made under the Facility and the last Business Day of each Valuation
Period.


 


“Valuation
Period” means (i) for Priced Loan Assets each calendar month and (ii) for Loan Assets other than Priced Loan Assets
no less than once in each three-month period, in each case as reported on the relevant month-end Servicing Report; provided
that prior to obtaining an external valuation for any new asset for which no Observable Market Price is available, such assets
value shall be set at its Initial Assigned Value.


 


“Valuation
Standard” means a standard that will be satisfied if an Approved Valuation Firm uses one or a combination of methodologies
generally acceptable in the market to derive a fair assessment of the current market value of an Eligible Loan Asset; provided
that such assessment shall take into consideration, but not be limited to, the following:


 


(a)       the
financial performance and outlook of the Obligor of such Eligible Loan Asset;


 


(b)       a
fundamental analysis which may be based on discounted cash flow, a multiples-based approach based on comparable companies in the
relevant sector or another generally accepted methodology for valuing companies in the relevant sector;


 


(c)       the
current market environment (e.g., quoted trading levels on the Eligible Loan Asset (if available), the relative trading levels
and yields for debt instruments of comparable companies and any relevant middle market indices); and


 


(d)       any
facts and circumstances that constitute the basis for a Value Adjustment Event with respect to such Eligible Loan Asset.


 






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“Value
Adjustment Event” means the occurrence of any one or more of the following events after the related Cut-Off Date with
respect to any Loan Asset:


 


(a)       either
(i) an Obligor payment default under such Loan Asset that continues beyond any grace period thereunder or (ii) an event of default
has been declared and the loan obligations of the Obligor have been accelerated under the related Loan Agreement (unless rescinded);


 


(b)       a
default as to all or any portion of one or more payments of principal or interest has occurred in relation to any other senior
or pari passu obligation for borrowed money of the related Obligor and has not been cured for five Business Days after
the applicable due date under the related Loan Agreement (after giving effect to any grace and/or cure periods thereunder);


 


(c)       the
occurrence of a Material Modification with respect to such Loan Asset;


 


(d)       a
Bankruptcy Event with respect to the related Obligor;


 


(e)       the
failure to deliver a “loan level” financial reporting package no later than 60 days after the end of each quarter
or 120 days after the end of each fiscal year, or such greater number of days as allowed in the applicable Loan Agreement, including
any grace and/or cure periods set forth in such Loan Agreement, but which shall in no case exceed 150 days after the end of each
fiscal year (unless waived or otherwise agreed to by the Administrative Agent in its sole discretion);


 


(f)       either
(i) the Borrower or the Collateral Manager has determined in accordance with the Servicing Standard that such Loan Asset is not
collectible, or (ii) any principal amount due under such Loan Asset is reduced or forgiven;


 


(g)       with
respect to any First Lien Loan Asset or Last Out Loan Asset (other than an Approved Loan Asset) (i) the Senior Leverage Ratio
is (x) equal to or greater than 4.50:1.00 and (y) more than 0.50x higher than such Senior Leverage Ratio as calculated on the
applicable Cut-Off Date, or (ii) the Total Leverage Ratio is (x) equal to or greater than 6.00:1.00 and (y) more than 0.50x higher
than such Total Leverage Ratio as calculated on the applicable Cut-Off Date;


 


(h)       with
respect to any Second Lien Loan Asset (other than an Approved Loan Asset) the Total Leverage Ratio is (x) equal to or greater
than 6.00:1.00 and (y) more than 0.50x higher than such Total Leverage Ratio as calculated on the applicable Cut-Off Date;


 


(i)       with
respect to any Middle Market Loan Asset (other than an Approved Loan Asset) the Interest Coverage Ratio for any period of the
related Obligor with respect to such Loan Asset is less than (i) 1.50:1.00 and (ii) 85.0% of the Interest Coverage Ratio with
respect to such Loan Asset as calculated on the applicable Cut-Off Date; or


 


(j)       with
respect to any Approved Loan Asset, the breach of the ratios and tests identified in the related Approval Notice;


 


provided,
that a new event or the further deterioration of any ratio or test identified above following the delivery of a written notice
of a Value Adjustment Event pursuant to Section 5.01(m) hereof shall constitute a separate Value Adjustment Event for all
purposes hereunder, including with respect to the requirement to deliver a new written notice under Section 5.01(m).


 


“Volcker
Rule” means Section 13 of the Bank Holding Company Act of 1956, as amended, 12 USC § 1851 (added pursuant to Section
619 of Dodd-Frank), as implemented by Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, and Relationships
With, Hedge Funds and Private Equity Funds; Final Rule, 79 F.R. 5536 (January 31, 2014), and together with any other rules,
regulations, interpretations and pronouncements of any Governmental Authority with respect to the foregoing


 






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“Warranty
Event” means, as to any Loan Asset (i) the discovery that, as of the related Cut-Off Date, such Loan Asset did not satisfy
the definition of “Eligible Loan Asset” or there otherwise existed a breach of any representation or warranty relating
to such Loan Asset and the failure of the Borrower to cure such breach, or cause the same to be cured, within ten days after the
earlier to occur of the Borrower’s receipt of notice thereof from the Administrative Agent or the Borrower becoming aware
thereof, (ii) the failure by the Borrower to satisfy Section 3.02(a)(ii), Section 3.04(b) with respect to such Loan
Asset, or (iii) the failure of a Short-Term Participation Interest to be subject to an Elevation prior to the earlier to occur
of (x) 60 days of its related Cut-Off Date, and (y) the Revolving Period End Date.


 


“Warranty
Loan Asset” means any Loan Asset with respect to which a Warranty Event has occurred.


 


“Weighted
Average Advance Rate” means the weighted average Advance Rate of all Eligible Loan Assets based on Aggregate Adjusted
Balance.


 


“Weighted
Average Maturity” means the weighted average maturity of all Eligible Loan Assets based on Aggregate Outstanding Balance.


 


“Weighted
Average Rating Factor” means an amount equal to (i) the sum of the products obtained by multiplying the applicable Rating
Factor by the Outstanding Balance of each Eligible Broadly Syndicated Loan Asset, divided by (ii) the aggregate Outstanding
Balances of all Eligible Broadly Syndicated Loan Assets.


 


“Weighted
Average Spread” means the weighted average cash-pay funded spread of all Eligible Loans Assets based on Outstanding
Balances.


 


“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.


 


“Yield”
means, for any Advance Outstanding, with respect to any Remittance Period for each such Advance, the sum for each day in such
Remittance Period determined in accordance with the following formula:


 


YR
x L

D


 


		where:	YR
                                         =          the Yield Rate applicable
                                         to such Advance during such Remittance Period;
	 	 	 
	 	 	L =             the
                              outstanding principal amount of such Advance on such day; and
	 	 	 
	 	 	D =             360
                              or, if such Advance is a Base Rate Advance, 365 or 366 days, as applicable;



 


provided
that, (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum
permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is
later required to be rescinded by any Lender to the Borrower or any other Person for any reason including, such distribution becoming
void or otherwise avoidable under any statutory provision or common law or equitable action, including, any provision of the Bankruptcy
Code.


 


“Yield
Rate” means, for any Advance during a Remittance Period applicable to such Advance,


 






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(i)       with
respect to Base Rate Advances, the Base Rate plus the Applicable Spread; and


 


(ii)       with
respect to LIBOR Advances, an interest rate per annum equal to LIBOR for such Advance during such Remittance Period plus
the Applicable Spread; provided that, if the Administrative Agent determines that a Eurodollar Disruption Event has
occurred, at the election of the Administrative Agent, the Yield Rate shall be equal to the Base Rate plus the Applicable
Spread until the Administrative Agent determines that such Eurodollar Disruption Event has ceased, at which time the Yield Rate
shall again be equal to LIBOR for such Advance for such date plus the Applicable Spread; provided that the Yield
Rate for the initial Remittance Period, shall reflect an interpolated rate (as determined by the Administrative Agent in its sole
good faith discretion) reflecting the tenor of the initial Remittance Period.


 


“Zero-Coupon
Obligation” means any loan that, at the time of purchase, does not by its terms provide for the payment of cash interest.


 


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


 


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


 


Section
1.04          Interpretation.
In each Transaction Document, unless a contrary intention appears:


 


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


 


(b)       reference
to any Person includes such Person’s successors and assigns but only if such successors and assigns are not prohibited by
the Transaction Documents;


 


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


 


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


 


(e)       reference
to any time means New York, New York time (unless expressly specified otherwise);


 


(f)       the
term “or” is not exclusive;


 


(g)       reference
to the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”;


 


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


 


(i)       reference
to any Applicable Law means such Applicable Law as amended, codified, reenacted, replaced, restated, supplemented or otherwise
modified from time to time, including the rules and regulations promulgated thereunder, and reference to any Section or other
provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the amendment,
codification, reenactment, replacement, restatement, supplementation or other modification of such Section or other provision;
and


 






    	43 



     


    

 


(j)       reference
to amounts outstanding or due and owing to the Lenders, the Administrative Agent, the Collateral Agent, the Account Bank or the
Custodian hereunder shall mean the Dollar Equivalent of such amounts, unless the context otherwise expressly requires.


 


(k)       For
purposes of calculating compliance with any tests hereunder (including the Collateral Quality Test), the trade date (and not the
settlement date) with respect to any acquisition or disposition of a Loan Asset or Permitted Investment shall be used by the Administrative
Agent to determine whether and when such acquisition or disposition has occurred.


 


Article
II



THE FACILITY


 


Section
2.01          Revolving
Note and Advances.


 


(a)       Revolving
Note. Upon request by any Lender Agent, the Borrower shall deliver to such Lender Agent a duly executed revolving note in
each Currency (collectively, the “Revolving Note”) in substantially the form of Exhibit H, in an aggregate
face amount equal to (i) in Dollars, the applicable Lender’s Commitment, and (ii) in each other Currency, 10% of the applicable
Lender’s Commitment, and otherwise duly completed. Interest shall accrue on the Revolving Note, and the Revolving Note shall
be payable, as described herein.


 


(b)       Advances.
On the terms and conditions set forth herein, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender
Agent, the Borrower may request that the Lenders make Advances from time to time on any Business Day from the Closing Date until
the end of the Revolving Period in an aggregate amount up to the Availability at such time, (x) to the Borrower for the purpose
of originating or purchasing Eligible Loan Assets or (y) to the Unfunded Exposure Account in an amount up to the Unfunded
Exposure Amount Shortfall; provided that with respect to an Advance proposed to be funded in connection with the addition
of a Loan Asset to the Collateral Portfolio (i) such Advance results in Collateral Quality Maintenance, and (ii) if such Loan
Asset is a Foreign Currency Loan Asset, the proposed Advance shall be a Foreign Currency Advance. Other than pursuant to Section
2.02(f), under no circumstances shall any Lender be required to make any Advance if after giving effect to such Advance and
the addition to the Collateral Portfolio of the Eligible Loan Assets being originated or acquired by the Borrower using the proceeds
of such Advance, (i) an Event of Default is Continuing or would result therefrom or an Unmatured Event of Default is Continuing
or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Availability. Notwithstanding anything
to the contrary herein, no Lender shall be obligated to provide the Borrower (or to the Unfunded Exposure Account, if applicable)
with aggregate funds in connection with an Advance that would exceed such Lender’s unused Commitment then in effect.


 


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


 






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Section
2.02          Procedure
for Advances.


 


(a)       On
any Business Day during the Revolving Period, the Lenders will make Advances at the request of the Borrower, subject to and in
accordance with the terms and conditions of Section 2.01 and this Section 2.02 and subject to the provisions of
Article III hereof.


 


(b)       For
each Advance, the Borrower shall deliver an irrevocable written notice in the form of a Notice of Borrowing to the Administrative
Agent and each Lender Agent, with a copy to the Collateral Agent and the Custodian, no later than (i) 10:00 a.m. at the same Business
Day on which such Advance is to be made with respect to a Base Rate Advance, (ii) 11:00 a.m. at least three Business Days before
the Business Day on which such Advance is to be made with respect to a Foreign Currency Advance, and (iii) 11:00 a.m. at least
two Business Days before the Business Day on which such Advance is to be made with respect to any other LIBOR Advance; provided
that, if such Notice of Borrowing is delivered later than time set forth above on a Business Day, such Notice of Borrowing
shall be deemed to have been received on the following Business Day. Each Notice of Borrowing shall include a duly completed Borrowing
Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and
the use of the proceeds thereof) and the current Loan Tape, and shall specify:


 


(i)        the
aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided
that, the amount of such Advance must be at least equal to $250,000;


 


(ii)       the
proposed date of such Advance;


 


(iii)      the
proposed Type and Currency of such Advance;


 


(iv)      a
representation that all conditions precedent for an Advance described in Article III hereof have been satisfied;


 


(v)       with
respect to an Advance proposed to be funded in connection with the Pledge of a Loan Asset,


 


(1)       a
written certification of the Borrower demonstrating that such Advance resulted in, or results in, Collateral Quality Maintenance,
determined as of the proposed Cut-Off Date; and


 


(2)       if
such Loan Asset is a Foreign Currency Loan Asset, a calculation of the Foreign Currency Excess Tests after giving effect to such
Advance.


 


(vi)      the
amount of cash that will be funded by the Transferor into the Unfunded Exposure Account in connection with any Revolving Loan
Asset or Delayed Drawdown Loan Asset funded by such Advance, if applicable; and


 


(vii)     whether
such Advance should be remitted to the Principal Collection Subaccount or the Unfunded Exposure Account.


 


On
the date of each Advance, upon satisfaction of the applicable conditions set forth in Article III, each Lender shall,
in accordance with instructions received from the Administrative Agent, either (x) make available to the Administrative Agent
and the Administrative Agent shall make available to the Borrower, in same day funds, an amount equal to such Lender’s Pro
Rata Share of such Advance, by payment into the account which the Borrower has designated in writing or (y) remit in same day
funds an amount equal to such Lender’s Pro Rata Share of such Advance into the Unfunded Exposure Account, as applicable;
provided that, with respect to an Advance funded pursuant to Section 2.02(f), each Lender shall remit the Advance
equal to such Lender’s Pro Rata Share of the Unfunded Exposure Amount Shortfall in same day funds to the Unfunded Exposure
Account, and provided, further, that in no event shall the Administrative Agent have any obligation to fund any
Lender’s Pro Rata Share of an Advance not funded by a Lender hereunder.


 






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(c)       Each
Advance shall bear interest at the Yield Rate; provided that the Borrower hereby requests that the Lenders convert any
Base Rate Advance into a LIBOR Advance as soon as practicable (and, unless Eurodollar Disruption Event has occurred, in any event
within three Business Days) of Advance Date for such Base Rate Advance, and the Administrative Agent agrees to provide the Borrower
will prompt notice of such conversion.


 


(d)       Subject
to Section 2.17 and the other terms, conditions, provisions and limitations set forth herein (including the payment of
the Call Protection Payment, as applicable), the Borrower may borrow, repay or prepay and reborrow Advances without any penalty,
fee or premium on and after the Closing Date and prior to the end of the Revolving Period; provided that the repayment
of any Foreign Currency Advance shall be made solely in such Foreign Currency.


 


(e)       A
determination by the Administrative Agent of the existence of any Eurodollar Disruption Event (any such determination to be communicated
to the Borrower by written notice from the Administrative Agent promptly after the Administrative Agent learns of such event),
or of the effect of any Eurodollar Disruption Event on its making or maintaining any Advance at LIBOR, shall be conclusive absent
manifest error.


 


(f)       Notwithstanding
anything to the contrary herein (including, the occurrence of an Event of Default (other than the occurrence of a Bankruptcy Event
with respect to the Borrower) or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the
occurrence of an Event of Default or on the last day of the Revolving Period an Unfunded Exposure Amount Shortfall exists, the
Borrower shall request an Advance in the amount of such Unfunded Exposure Amount Shortfall. Following receipt of a Notice of Borrowing
(which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), each Lender
shall fund its Pro Rata Share of such Unfunded Exposure Amount Shortfall in accordance with Section 2.02(b), notwithstanding
anything to the contrary herein (including, the Borrower’s failure to satisfy any of the conditions precedent set forth
in Section 3.02) other than an Event of Default related to a Bankruptcy Event with respect to the Borrower.


 


(g)       The
obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the failure
of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder.


 


Section
2.03          Determination
of Yield. The Administrative Agent shall determine the Yield for all Advances (including unpaid Yield related thereto,
if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Remittance Period
and shall advise the Collateral Agent and the Borrower thereof on or prior to the third Business Day prior to such Payment Date.


 


Section
2.04          Remittance
Procedures. On the Business Day immediately prior to each Payment Date, the Borrower shall instruct the Collateral
Agent (and the Collateral Agent shall instruct the Account Bank) and, if the Borrower fails to do so, the Administrative Agent
may instruct the Collateral Agent (and the Collateral Agent shall instruct the Account Bank), to apply funds on deposit in the
Collection Account as described in this Section 2.04; provided that, at any time after delivery of Notice of Exclusive
Control, the Administrative Agent shall instruct the Collateral Agent (and the Collateral Agent shall instruct the Account Bank)
to apply funds on deposit in the Collection Account as described in this Section 2.04.


 






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(a)          Interest
Payments prior to Termination Date. Prior to the Termination Date, on each Payment Date the Collateral Agent shall (as directed
pursuant to the first paragraph of this Section 2.04) transfer Interest Collections held by the Account Bank in the Payment
Account to the following Persons in the following amounts, calculated as of the most recent Determination Date, and priority:


 


(i)        first,
to the Borrower (or at the Borrower’s election and on its behalf and with prior written notice to the Collateral Agent (which
notice may be set forth in the applicable Servicing Report) and to the extent permitted under the Borrower’s Constituent
Documents, to FSIC (as the sole holder of its membership interests), in respect of Taxes, registration and filing fees then
due and owing by the Borrower (or FSIC (as the sole holder of its membership interests)) that are attributable solely to the operations
of the Borrower; provided that, amounts payable with respect to Taxes, registration and filing fees pursuant to this clause
(i) (and Section 2.04(b)(i) and (c)(i), if applicable) during any one year shall not, individually or in the
aggregate, exceed 4.0% of the Borrower’s taxable income for such year;


 


(ii)       second,
to payment of accrued and unpaid fees and expenses payable to the Account Bank, the Collateral Agent or the Custodian pursuant
to the Account Bank and Custodian Fee Letter;


 


(iii)      third,
to FSIC for application to the RIC Distributions;


 


(iv)      fourth,
to payment of accrued and unpaid Collateral Management Expenses; provided that, the aggregate amounts payable under this
clause (iv) shall not exceed the Collateral Management Expense Cap;


 


(v)       fifth,
to the payment of accrued and unpaid Administrative Agent Expenses;


 


(vi)       sixth,
to the Collateral Manager, in respect of any expenses owed to the Collateral Manager (which expenses were not reimbursed to the
Collateral Manager or the Transferor by the related Obligors); provided that, amounts payable to the Collateral Manager
in respect of such expenses pursuant to this clause (vi) (and Section 2.04(b)(i) and (c)(iv), if applicable)
shall not, in the aggregate, exceed $25,000 for the three-month period immediately preceding such Determination Date;


 


(vii)     seventh,
pro rata, in accordance with the amounts due under this clause (vii), to each Lender Agent, for the account of the
applicable Lender, all Yield, Undrawn Fees, Breakage Fees and Increased Costs, that are accrued and unpaid as of the last day
of the related Remittance Period;


 


(viii)    eighth,
to the Collateral Manager, in payment in full of all accrued and unpaid Management Fees;


 


(ix)       ninth,
pro rata, to each Lender Agent (for the account of the applicable Lender) and the Administrative Agent, as applicable,
all accrued and unpaid fees, expenses (including reasonable and documented attorneys’ fees, costs and expenses) and indemnity
amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;


 


(x)        tenth,
after the end of the Revolving Period, to the extent not paid pursuant to Section 2.04(b)(iv), to the Unfunded Exposure
Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Unfunded Exposure
Amount Shortfall;


 






    	47 



     


    

 


(xi)       eleventh,
to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency, on a pro
forma basis after giving effect to all payments set forth in clauses (i) through (x) above;


 


(xii)      twelfth,
to pay the Foreign Currency Required Reduction Amount, on a pro forma basis after giving effect to all payments set forth
in clauses (i) through (xi) above;


 


(xiii)     thirteenth,
to pay the Advances Outstanding, together with any applicable Call Protection Payment not paid pursuant to Section 2.04(b)(vi),
in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.17(b);


 


(xiv)     fourteenth,
to pay any other amounts due (other than with respect to the repayment of Advances Outstanding) under this Agreement and the other
Transaction Documents;


 


(xv)      fifteenth,
to the Collateral Manager, to the extent not previously paid, in respect of all accrued and unpaid Collateral Management Additional
Expenses;


 


(xvi)     sixteenth,
to Administrative Agent for distribution to each Lender Agent for the account of the applicable Lender, to pay the Advances Outstanding
in connection with any voluntary prepayment of Advances hereunder in accordance with Section 2.17(b); and


 


(xvii)    seventeenth,
to the Borrower, or at the Borrower’s election either (x) to the Principal Collection Subaccount, or (y) with prior written
notice to the Collateral Agent (which notice may be set forth in the applicable Servicing Report) and to the extent permitted
under the Borrower’s Constituent Documents, to FSIC (as the sole holder of its membership interests), any remaining amounts.


 


(b)       Principal
Payments prior to the Revolving Period End Date. Prior to the Revolving Period End Date, on each Payment Date the Collateral
Agent shall (as directed pursuant to the first paragraph of this Section 2.04) transfer Principal Collections held by the
Account Bank in the Payment Account to the following Persons in the following amounts, calculated as of the most recent Determination
Date, and priority:


 


(i)        first,
to pay amounts due under Section 2.04(a)(i) through (vii), to the extent not paid thereunder;


 


(ii)       second,
to pay the Advances Outstanding up to the amount required to eliminate any outstanding Borrowing Base Deficiency;


 


(iii)      third,
to pay the Advances Outstanding (in the applicable Foreign Currency) in an amount equal to the Foreign Currency Required Reduction
Amount;


 


(iv)      fourth,
at the discretion of the Borrower, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the
Unfunded Exposure Account to equal the Unfunded Exposure Amount Shortfall;


 


(v)       fifth,
to the payment of any Collateral Management Expenses to the extent not paid pursuant to Section 2.04(a)(iv);


 


(vi)      sixth,
to pay any other amounts due under this Agreement and the other Transaction Documents;


 






    	48 



     


    

 


(vii)      seventh,
to the Collateral Manager, to the extent not previously paid, in respect of all accrued and unpaid Collateral Management Additional
Expenses;


 


(viii)    eighth,
to Administrative Agent for distribution to each Lender Agent for the account of the applicable Lender, to pay the Advances Outstanding
in connection with any voluntary prepayment of Advances hereunder in accordance with Section 2.17(b); and


 


(ix)       ninth,
so long as the Borrower is in compliance with the Interest Coverage Test, to the Borrower or, at the option of the Borrower, or
at the Borrower’s election and with prior written notice to the Collateral Agent (which notice may be set forth in the applicable
Servicing Report), to FSIC (as the sole holder of its membership interests), any remaining amounts.


 


(c)       Payments
Upon the Occurrence of the Revolving Period End Date. Upon the occurrence of the Revolving Period End Date or, in any case,
after the declaration or automatic occurrence of the Termination Date, on each Payment Date thereafter the Collateral Agent shall
(as directed pursuant to the first paragraph of this Section 2.04) transfer collected funds held by the Account Bank in
the Collection Account to the Payment Account for distribution to the following Persons in the following amounts, calculated as
of the prior Business Day, and priority:


 


(i)        first,
to the Borrower (or at the Borrower’s election and on its behalf and with prior written notice to the Collateral Agent (which
notice may be set forth in the applicable Servicing Report), to FSIC (as the sole holder of its membership interests) and to the
extent permitted under the Borrower’s Constituent Documents, in respect of Taxes (including the New York City unincorporated
business tax, but excluding all other income taxes), registration and filing fees then due and owing by the Borrower (or FSIC)
that are attributable solely to the operations of the Borrower; provided that, amounts payable with respect to Taxes, registration
and filing fees pursuant to this clause (i) (and Section 2.04(a)(i) and (b)(i), if applicable) during any
one year shall not, individually or in the aggregate, exceed 4.0% of the Borrower’s taxable income for such year, as computed
for the purposes of the New York City unincorporated business tax;


 


(ii)       second,
to payment of accrued and unpaid fees and expenses payable to the Account Bank, the Collateral Agent or the Custodian pursuant
to the Account Bank and Custodian Fee Letter;


 


(iii)      third,
if the Termination Date has not occurred, to FSIC for application to the RIC Distributions;


 


(iv)      fourth,
to the payment of accrued and unpaid Collateral Management Expenses, in an amount not to exceed the Collateral Management Expense
Cap;


 


(v)       fifth,
to the payment of accrued and unpaid Administrative Agent Expenses;


 


(vi)      sixth,
to the Administrative Agent for distribution to each Lender Agent for the account of the applicable Lender, as applicable, all
accrued and unpaid fees, expenses (including reasonable and documented attorneys’ fees, costs and expenses) and indemnity
amounts payable by the Borrower to the Administrative Agent, any Lender Agent or any Lender under the Transaction Documents;


 


(vii)     seventh,
if the Termination Date has not occurred, to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit
in the Unfunded Exposure Account to equal the Unfunded Exposure Amount Shortfall;


 






    	49 



     


    

 


(viii)    eighth,
to pay the Advances Outstanding, and any applicable Call Protection Payment, until paid in full;


 


(ix)       ninth,
if the Termination Date has occurred, to FSIC for application to the RIC Distributions;


 


(x)        tenth,
to the payment of all accrued and unpaid Collateral Management Additional Expenses;


 


(xi)       eleventh,
to the Collateral Manager, in payment in full of all accrued and unpaid Management Fees;


 


(xii)      twelfth,
to pay any other amounts due under this Agreement and the other Transaction Documents;


 


(xiii)     thirteenth,
so long as the Borrower is in compliance with the Interest Coverage Test, to the Borrower or, at the option of the Borrower, or
at the Borrower’s election and with prior written notice to the Collateral Agent (which notice may be set forth in the applicable
Servicing Report), to FSIC (as the sole holder of its membership interests), any remaining amounts.


 


(d)       Unfunded
Exposure Account. At any time prior to an Event of Default that is Continuing or the Termination Date, the Borrower may withdraw
funds on deposit in the Unfunded Exposure Account for the sole purpose of funding draw requests of the relevant Obligors under
any Revolving Loan Asset or Delayed Drawdown Loan Asset; provided that, any such withdrawal shall not create any Borrowing
Base Deficiency; provided that the Borrower shall deliver to the Administrative Agent within three Business Days after
any such withdrawal a notice of such withdrawal (including the amount thereof) and a certificate stating that no Unmatured Event
of Default or Event of Default or Borrowing Base Deficiency is Continuing. At any time prior to the occurrence of an Event of
Default that is Continuing or the Termination Date, the Borrower (or, after delivery of a Notice of Exclusive Control, the Administrative
Agent) may cause any amounts on deposit in the Unfunded Exposure Account that exceed (i) the aggregate of all Unfunded Exposure
Equity Amounts prior to the end of the Revolving Period and (ii) the Unfunded Exposure Amount Shortfall after the end of the Revolving
Period, in each case, to be deposited into the Principal Collection Subaccount as Principal Collections.


 


(e)       Insufficiency
of Funds. The parties hereto hereby agree that if funds on deposit in the Payment Account are insufficient to pay any amounts
due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due,
all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and
the other Transaction Documents. The parties further agree that distributions or other amounts that may be distributed by the
Borrower to FSIC (as the sole holder of its membership interests) are fully subordinated and junior to the Obligations of the
Borrower to the Secured Parties. In the event the Borrower is subject to a Bankruptcy Event, any claim that the Borrower or the
holders of any membership interest in the Borrower may have with respect to such distributions shall, notwithstanding anything
to the contrary herein and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment
to the Obligations of the Borrower to the Secured Parties. The foregoing sentence and the provisions of this Section 2.04
shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code.


 


(f)       Repayment
of Obligations. Notwithstanding anything to the contrary contained herein, the Borrower shall repay the Advances Outstanding,
all accrued and unpaid Yield, any Breakage Fees, Increased Costs, all accrued and unpaid reasonable out-of-pocket costs and expenses
of the Administrative Agent, Lender Agents and Lenders and all other Obligations (other than unmatured contingent indemnification
obligations) in full on the Termination Date according to the order of priority set forth in this Section 2.04.


 






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Section
2.05          Instructions
to the Collateral Agent and the Account Bank. All instructions and directions given to the Collateral Agent or the
Account Bank by the Borrower or the Administrative Agent pursuant to Section 2.04 shall be in writing (including instructions
and directions transmitted to the Collateral Agent or the Account Bank by telecopy or e-mail), and such written instructions and
directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions
of Section 2.04. Subject to the remainder of this Section 2.05, the Collateral Agent and the Account Bank may conclusively
rely on such instructions and directions. The Borrower shall immediately transmit to the Administrative Agent by telecopy or e-mail
a copy of all instructions and directions given to the Collateral Agent or the Account Bank by such party pursuant to Section
2.04 substantially currently with the delivery thereof. The Administrative Agent shall transmit to the Borrower by telecopy
or e-mail a copy of all instructions and directions given to the Collateral Agent or the Account Bank by the Administrative Agent
pursuant to Section 2.04 substantially currently with the delivery thereof. If either the Collateral Agent or the Administrative
Agent disagrees with the computation of any amounts to be paid or deposited by the Borrower under Section 2.04 or otherwise
pursuant to this Agreement, or upon their respective instructions, it shall so notify the Borrower and the Collateral Agent in
writing and in reasonable detail to identify the specific disagreement. If such disagreement cannot be resolved within two Business
Days, the determination of the Administrative Agent as to such amounts shall be conclusive and binding on the parties hereto absent
manifest error. In the event the Collateral Agent or the Account Bank receives instructions from the Borrower (or the Collateral
Manager on the Borrower’s behalf) which conflict with any instructions received from the Administrative Agent, the Collateral
Agent or the Account Bank, as applicable, shall rely on and follow the instructions given by the Administrative Agent.


 


Section
2.06          Borrowing
Base Deficiency Payments and Foreign Currency Required Reduction Amounts.


 


(a)       In
addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement,
if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within five Business
Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one
or more (or any combination) of the following actions in order to eliminate such Borrowing Base Deficiency at such time: (i) deposit
cash in Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees in
respect of the amount so prepaid), or (iii) Pledge additional Eligible Loan Asset.


 


(b)       In
addition to any other obligation of the Borrower to cure a Foreign Currency Excess Exposure pursuant to the terms of this Agreement,
if, on any day prior to the Collection Date, a Foreign Currency Excess Exposure exists (whether as stated in a Servicing Report
or pursuant to a calculation made by the Administrative Agent and provided to the Borrower from time to time), then the Borrower
shall, within five Business Days from the date of such Foreign Currency Excess Exposure, eliminate such Foreign Currency Excess
Exposure in its entirety by effecting one or more (or any combination) of the following actions in an amount equal to the Foreign
Currency Required Reduction Amount: (i) deposit cash in the applicable Currency into the Principal Collection Subaccount, (ii)
repay Advances Outstanding in the applicable Currency (together with any Breakage Fees in respect of the amount so prepaid), or
(iii) Pledge additional Eligible Loan Asset.


 






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(c)       No
later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible
Loan Assets pursuant to Section 2.06(a) or (b), the Borrower shall deliver (i) to the Administrative Agent (with
a copy to the Collateral Agent and the Custodian) notice of such repayment or Pledge and a duly completed Borrowing Base Certificate,
updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and
(ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan
Asset to be Pledged and added to the updated Loan Tape. Any notice pertaining to any repayment or any Pledge pursuant to this
Section 2.06 shall be irrevocable.


 


(d)       Until
such time as any Borrowing Base Deficiency or a Foreign Currency Excess Exposure has been cured in full and no other Event of
Default or Unmatured Event of Default is Continuing, the Borrower shall not request the right to transfer (by sale, dividend,
distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer
of any Eligible Loan Asset from the Collateral Portfolio.


 


Section
2.07          Substitution and Sale of Loan Assets; Affiliate Transactions.


 


(a)       Substitutions.
The Borrower may during the Revolving Period replace any Loan Asset with an Eligible Loan Asset so long as on the Loan
Asset Transfer Date (i) each of the conditions set forth in Section 2.07(f) have been satisfied in full and the Borrower
shall have delivered a certificate to the Administrative Agent, dated the Loan Asset Transfer Date, stating such conditions have
been so satisfied, and (ii) the Borrower Pledges (in accordance with all of the terms and provisions contained herein) a
Substitute Eligible Loan Asset.


 


(b)       Discretionary
Sales. The Borrower may during the Revolving Period sell Loan Assets to Persons, including the Transferor and Affiliates thereof
(a “Discretionary Sale”) so long as on the Loan Asset Transfer Date (i) each of the conditions set forth
in Section 2.07(f) have been satisfied in full and the Borrower shall have delivered a certificate to the Administrative
Agent, dated the Loan Asset Transfer Date, stating such conditions have been so satisfied, (ii) the purchase price in cash
and cash equivalents from the Transferor deposited in the Collection Account with respect to such Discretionary Sale is at least
equal to the Adjusted Balance for such Loan Asset and otherwise complies with the pricing requirements set forth in Section
2.07(f) below, (iii) 100% of the net proceeds of such Discretionary Sale (in the same Currency as such Loan Asset) shall
be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, and (iv) such sale
shall be on terms and conditions not materially less favorable to the Borrower than could be obtained on an arm’s-length
basis from unrelated third parties.


 


(c)       Repurchase
or Substitution of Warranty Loan Assets. If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10
days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower
from the Administrative Agent of written notice thereof, the Borrower shall either:


 


(i)       make
a deposit to the Collection Account (for allocation pursuant to Section 2.04) in immediately available funds in an amount
(and in the same Currency as such Warranty Loan Asset) equal to the sum of (x) (1) the Initial Assigned Value of such Loan Asset
as of the date of its addition into the Collateral Portfolio, multiplied by (2) the Outstanding Balance of such Loan Asset,
plus on such amount, interest from the Cut-Off Date at the Yield Rate, plus (y) any reasonable out-of-pocket expenses
or fees with respect to such Loan Asset and costs and damages incurred by the Administrative Agent or by any Lender in connection
with any violation by such Loan Asset of any predatory or abusive lending law which is an Applicable Law (a notification regarding
the amount of such expenses or fees to be provided by the Administrative Agent to the Borrower); provided that, (A) the
Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing
requirements and (B) the deposit of such funds into the Collection Account may result from the sale of such Warranty Loan Asset
pursuant to Section 2.07(b); or


 






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(ii)      with
the prior written consent of the Administrative Agent, in its sole discretion, substitute for such Warranty Loan Asset a Substitute
Eligible Loan Asset; provided that any proposed substitution during such 10 day period must become effective prior to the
Revolving Period End Date.


 


(d)       Lien
Release Dividend. The Borrower may during the Revolving Period dividend to the Transferor one or more Loan Assets or portions
thereof (each, a “Lien Release Dividend”) so long as on the Loan Asset Transfer Date each of the conditions
set forth in Section 2.07(f) have been satisfied in full and the Borrower shall have delivered a certificate to the Administrative
Agent, dated the Loan Asset Transfer Date, stating such conditions have been so satisfied.


 


(e)       Release
of Lien. Upon:


 


(i)        the
delivery by the Borrower of a Substitute Eligible Loan Asset pursuant to a Substitution under Section 2.07(a) and the fulfillment
of the other terms and conditions set forth in Section 2.07(f), (g) and (h);


 


(ii)       the
deposit of the purchase price in cash into the Collection Account pursuant to a Discretionary Sale set forth in Section 2.07(b)
and the fulfillment of the other terms and conditions set forth in Section 2.07(f), (g) and (h);


 


(iii)      the
deposit of the amounts set forth in Section 2.07(c)(i) in cash into the Collection Account or the delivery by the Borrower
of a Substitute Eligible Loan Asset for each Warranty Loan Asset under Section 2.07(c)(ii) and the fulfillment of the other
terms and conditions set forth in Section 2.07(f), (g) and (h); and


 


(iv)      the
dividend of each Loan Asset subject to a Lien Release Dividend, and the fulfillment of the other terms and conditions set forth
in Section 2.07(f), (g) and (h);


 


(each
such date of fulfillment, a “Release Date”), such Loan Asset and related Portfolio Assets shall be removed
from the Collateral Portfolio and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included
in the Collateral Portfolio. On the Release Date of each subject Loan Asset, the Collateral Agent, for the benefit of the Secured
Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation
or warranty of any kind or nature, all the right, title and interest and any Lien of the Collateral Agent, for the benefit of
the Secured Parties in, to and under such Loan Asset and any related Portfolio Assets and all future monies due or to become due
with respect thereto.


 


(f)       Conditions
to Sales, Substitutions; Repurchases and Dividends. Any proposed Loan Asset Transfer shall be subject to the satisfaction
of the following conditions (as certified in writing to the Administrative Agent and Collateral Agent by the Borrower):


 


(i)        both
immediately prior to and immediately following the proposed Loan Asset Transfer Date, the representations and warranties contained
in Sections 4.01 and 4.02 hereof shall continue to be correct in all respects (except to the extent relating to
an earlier date, in which case such representations and warranties shall continue to be correct in all material respects as of
such earlier date);


 






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(ii)       no
Unmatured Event of Default or Event of Default is Continuing and no event will result from such Loan Asset Transfer, which constitutes
an Unmatured Event of Default or Event of Default;


 


(iii)      immediately
following such Loan Asset Transfer no Borrowing Base Deficiency or Foreign Currency Excess Exposure shall exist and the Borrower
shall deliver to the Administrative Agent a Borrowing Base Certificate (including a calculation of the Borrowing Base, the Maximum
Availability, the Collateral Quality Tests and the Foreign Currency Excess Tests after giving effect to such Lien Release Dividend)
and a current Loan Tape, each dated the Loan Asset Transfer Date;


 


(iv)      such
Loan Asset Transfer results in Collateral Quality Maintenance;


 


(v)       the
Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Loan Asset Transfer and such
Loan Asset Transfer shall be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud
any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Loan Asset Transfer, not Solvent;


 


(vi)      with
respect to any Warranty Loan Asset, the Borrower shall have made a claim under Section 6.1 of the Purchase and Contribution Agreement
for a repurchase therefor;


 


(vii)     the
Borrower shall have paid the reasonable legal fees and expenses of the Administrative Agent, each Lender, each Lender Agent, Collateral
Agent and the Custodian in connection with any such Loan Asset Transfer (including expenses incurred in connection with the release
of the Lien of the Collateral Agent on behalf of the Secured Parties in the Loan Asset in connection with such Loan Asset Transfer);


 


(viii)    no
selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the
Borrower or the Collateral Manager in the selection of the Loan Assets subject to a Loan Asset Transfer;


 


(ix)       the
Loan Asset Transfer is in compliance with all other terms of this Agreement, including clauses (g) and (h) below;


 


(x)       any
repayment of Advances Outstanding in connection with any Loan Asset Transfer shall comply with the requirements set forth in Section
2.17; and


 


(xi)       The
Borrower shall have given the Administrative Agent, with a copy to the Collateral Agent and the Custodian, written notice on the
same of the proposed Loan Asset Transfer setting forth a list specifying all Loan Assets or portions thereof subject to the Loan
Asset Transfer, the proposed Loan Asset Transfer Date and otherwise the in the form of Exhibit I hereto (a “Notice
of Loan Asset Transfer”); provided, if a Notice of Borrowing is then outstanding, the Borrower shall, prior to
the related Advance Date, update such Notice of Borrowing, together with all documents required to be delivered under Section
3.02(a)(i) in a manner that reflects the effectuation of the proposed Loan Asset Transfer.


 


(g)       Affiliate
Transactions. Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the Borrower
shall not transfer to the Transferor or to Affiliates of the Transferor, and the Borrower shall not grant to the Transferor or
any Affiliate thereof a right or ability to purchase, except in the case of repurchases of Loan Assets by the Transferor pursuant
to Section 6.1 of the Purchase and Contribution Agreement or substitutions of Loan Assets pursuant to Section 6.2 of the Purchase
and Contribution Agreement, the Loan Assets of the Borrower without the prior written consent of the Administrative Agent (except
as permitted in Section 2.07(b) or with respect to repurchases pursuant to Section 2.07(c)), and any such transactions
shall be on terms and conditions not materially less favorable to the Borrower than could be obtained on an arm’s-length
basis from unrelated third parties (or, in the case of Loan Assets transferred by the Borrower to the Transferor or an Affiliate
thereof without the approval of the Administrative Agent, the purchase price therefor shall be no less than the Assigned Value,
in each case on terms and conditions not materially less favorable to the Borrower than could be obtained on an arm’s-length
basis from unrelated third parties).


 






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(h)       Limitations
on Sales and Substitutions.


 


(i)        Affiliates.
The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) substituted pursuant to Section 2.07(a), sold
to the Transferor or an Affiliate thereof pursuant to Section 2.07(b) or released pursuant to a Lien Release Dividend pursuant
to Section 2.07(g) during any Trading Measurement Period shall not exceed 35% of the Total Borrower Capitalization calculated
for such Trading Measurement Period; provided, that any sale or release of a Loan Asset to an Affiliate of the Transferor
within 90 days of its related Cut-Off Date shall be excluded from the foregoing threshold.


 


(ii)       [Intentionally
Omitted].


 


(iii)      [Intentionally
Omitted].


 


(iv)      True
Sale; True Contribution. Notwithstanding anything in this Section 2.07, the Borrower shall not, and the Collateral Manager
shall not be authorized hereunder or under the Collateral Management Agreement on the Borrower’s behalf to, purchase, sell
or substitute any Loan Asset in contravention with the assumptions set forth in the legal opinion of (i) Clifford Chance US LLP,
as counsel to the Borrower, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation
and “true sale” and “true contribution” of the Loan Assets.


 


Section
2.08          Undrawn Fee. The Borrower shall pay on each Payment Date during the Revolving Period and on the Payment Date immediately
following the Revolving Period End Date, in each case with respect to the most recent Remittance Period and in accordance with
Section 2.04, pro rata to the Administrative Agent for the account of each Lender, an undrawn fee (the “Undrawn
Fee”) equal to: (i) 0.50% per annum multiplied by the Undrawn Base Commitment Amount, plus (ii) 1.65%
per annum multiplied by the Undrawn Additional Commitment Amount. The Undrawn Fee shall be calculated utilizing the actual
number of days during the subject Remittance Period (or portion thereof during which the Commitments were in effect) divided
by 360.


 


Section
2.09          Increased Costs; Capital Adequacy.


 


(a)       If,
due to either (i) the introduction of or any change that becomes effective following the Closing Date (including, any change by
way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the
Closing Date of any Applicable Law (including, any law or regulation resulting in any interest payments paid to any Lender under
this Agreement being subject to any Tax), in each case whether foreign or domestic, including under Basel III or Dodd-Frank, or
(ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority
(whether or not having the force of law), including under Basel III or Dodd-Frank, there shall be any increase in the cost to
the Administrative Agent, any Lender, any Lender Agent or any Affiliate, participant, successor or assign thereof (each of which
shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction
of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder),
as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under
this Agreement, under any other Transaction Document, the Borrower shall, from time to time, after written demand by the Administrative
Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf
of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate
such Affected Party for such increased costs or reduced payments within 30 days after such demand; provided that, the amounts
payable under this Section 2.09 shall not include Indemnified Taxes or any Excluded Taxes.


 






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(b)       If
either (i) the introduction of or any change that becomes effective following the Closing Date in or in the interpretation, administration
or application following the Closing Date of any law, guideline, rule or regulation, directive or request or (ii) the compliance
by any Affected Party with any law, guideline, rule, regulation, directive or request following the Closing Date, from any central
bank, any Governmental Authority or agency, including, compliance by an Affected Party with any request or directive regarding
capital adequacy or liquidity, including under Basel III or Dodd-Frank, has or would have the effect of reducing the rate of return
on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection
herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change
or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy or liquidity), by
an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand
shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the
Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such
reduction.


 


(c)       For
avoidance of doubt, in connection with the interpretation of clause (a) and (b) of this Section 2.09,
any regulatory changes, rules, guidelines or directives under or issued in connection with Basel III or Dodd-Frank will be considered
as a “change” hereunder, and will not be treated as having been adopted or having come into effect before the date
hereof.


 


(d)       In
determining any amount provided for in this Section 2.09, the Affected Party may use any reasonable averaging and attribution
methods. The Administrative Agent, on behalf of any Affected Party making a claim under this Section 2.09, shall submit
to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased
costs, which certificate shall be conclusive absent manifest error.


 


(e)       Failure
or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.09 shall not constitute a
waiver of such Affected Party’s right to demand such compensation; provided that the Borrower shall not be required
to compensate an Affected Party pursuant to this Section 2.09 for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions, and of such Affected Party’s intention to claim compensation therefor
(except that, if the “change” giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof).


 


(f)       If
at any time the Borrower shall be liable for the payment of any additional amounts in accordance with this Section 2.09,
then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of Section 2.17(b)
but without the payment of any Call Protection Payment); provided that, such option to terminate shall in no event relieve
the Borrower of paying any amounts owing pursuant to this Section 2.09 in accordance with the terms hereof.


 






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Section
2.10          Taxes.


 


(a)       All
payments made by the Borrower under this Agreement will be made free and clear of and without deduction or withholding for or
on account of any Taxes except to the extent required by Applicable Law. If any Taxes are required to be withheld from any amounts
payable to any Recipient, then to the extent such Taxes are Indemnified Taxes, the amount payable to such Person will be increased
(the amount of such increase, the “Additional Amount”) such that the net payment made under this Agreement
after withholding for or on account of any Indemnified Taxes (including, any Taxes on such increase) is not less than the amount
that would have been paid had no such deduction or withholding been made. The foregoing obligation to pay Additional Amounts with
respect to payments required to be made by the Borrower under this Agreement will not, however, apply with respect to Excluded
Taxes.


 


(b)       The
Borrower or FSIC shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of
the Administrative Agent or a Lender, timely reimburse it for the payment of, any Other Taxes.


 


(c)       Without
duplication of Section 2.10(b), the Borrower shall pay on the Payment Date pertaining to the Remittance Period in which
such cost is incurred any and all stamp, sales, excise and Other Taxes and fees payable or determined to be payable to any Governmental
Authority in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents
or any other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with
this Agreement or the funding or maintenance of Advances hereunder.


 


(d)       The
Borrower will indemnify, from funds available to it pursuant to Section 2.04 the Administrative Agent and each Lender for
the full amount of Indemnified Taxes (including Indemnified Taxes imposed on or asserted on or attributable to amounts payable
under this Section) paid or payable by, or to the extent not paid pursuant to clause (a), required to be withheld or deducted
from a payment to, such Person and any liability (including penalties, interest and 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.
Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice
by the Administrative Agent or any Lender, the Borrower shall pay such Indemnified Taxes directly to the relevant taxing authority
or governmental authority; provided that neither the Administrative Agent nor any Lender shall be under any obligation
to provide any such notice to the Borrower. All payments in respect of this indemnification shall be made within ten days from
the date a written invoice therefor is delivered to the Borrower. Each Lender shall severally indemnify the Administrative Agent,
within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the
Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of
the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the applicable provisions of
this Agreement relating to the maintenance of a participant register and (iii) any Excluded Taxes attributable to such Lender,
in each case, that are payable or paid by the Administrative Agent in connection with any Transaction 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 by the Administrative
Agent to the Borrower or the Lenders shall be conclusive absent manifest error.


 


(e)       Within
30 days after the date of any payment by the Borrower of any Indemnified Taxes or Other Taxes (or if not practicable, as soon
as practicable thereafter), the Borrower will furnish to the Administrative Agent and the Lender Agents at the applicable address
set forth on this Agreement, appropriate evidence of payment thereof.


 






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(f)        (i)          If
any Lender is not a United States Tax Person, such Lender shall deliver to the Borrower, to the extent validly able to do so,
with a copy to the Administrative Agent, (x) on or prior to the date such Lender becomes a party to this Agreement (and from time
to time thereafter upon reasonable request of the Borrower or the Administrative Agent), two (or such other number as may from
time to time be prescribed by Applicable Law) duly completed copies of Internal Revenue Service Form W-8IMY (with appropriate
attachments thereto), W-8BEN, W-8BEN-E or Form W-8ECI (or any successor forms or other certificates or statements that may be
required from time to time by the relevant United States taxing authorities or Applicable Law), as appropriate, to permit the
Borrower to make payments hereunder for the account of such Lender at a reduced rate of or without deduction or withholding of
United States federal income, withholding or similar Taxes and (y) upon the obsolescence of or after the occurrence of any event
requiring a change in, any form or certificate previously delivered pursuant to this Section 2.10(f), copies (in such numbers
as may from time to time be prescribed by Applicable Law or regulations) of such additional, amended or successor forms, certificates
or statements as may be required under Applicable Law to permit the Borrower or the Collateral Manager on the Borrower’s
behalf to make payments hereunder for the account of such Lender at a reduced rate of or without deduction or withholding of United
States federal income, withholding or similar Taxes.


 


(ii)       If
a Lender is a United States Tax Person, such Lender shall deliver to the Borrower, with a copy to the Administrative Agent and
the Collateral Agent, on or prior to the date such Lender becomes a party to this Agreement (and from time to time thereafter
upon reasonable request of the Borrower or the Administrative Agent), two (or such other number as may from time to time by prescribed
by Applicable Law) duly completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding
tax.


 


(iii)       Each
Lender shall deliver to the Borrower, the Administrative Agent and the Collateral Agent at the time or times prescribed by Applicable
Law and at such time or times reasonably requested by the Borrower, the Administrative Agent or the Collateral 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 Borrower or the Administrative Agent as may be necessary for the Borrower 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 and to determine the amount, if any, to deduct and withhold from any payment to such Lender. Solely for the purposes
of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement and
any non-U.S. legislation, rules or guidance notes adopted pursuant to an intergovernmental agreement entered into with the United
States with respect to FATCA, or that give effect to the OECD Standard for Automatic Exchange of Financial Account Information
in Tax Matters-the Common Reporting Standard, in each case to the extent such legislation, rules and guidance notes are not materially
more onerous to comply with than FATCA.


 


(iv)       Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.10(f) expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 






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(g)       If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as
to which it has been indemnified or paid Additional Amounts pursuant to this Section 2.10, it shall pay to the indemnifying
party an amount equal to such refund (but only to the extent of indemnity payments made or Additional Amounts paid under this
Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay
any amount to any indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party
in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or Additional
Amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(h)       Without
prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.10 shall survive the termination of this Agreement.


 


(i)       If
at any time the Borrower shall be liable for the payment of any Additional Amounts or indemnity payments in accordance with this
Section 2.10, then the Borrower shall have the option to terminate this Agreement (in accordance with the provisions of
Section 2.17(b) but without the payment of any Call Protection Payment); provided that, such option to terminate
shall in no event relieve the Borrower of paying any amounts owing pursuant to this Section 2.10 in accordance with the
terms hereof.


 


Section
2.11          Collateral Assignment of Agreements. The Borrower hereby collaterally assigns to the Collateral Agent, for
the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any
obligations under) (i) the Collateral Management Agreement (ii) the Locust Participation Agreement, (iii) the Purchase and
Contribution Agreement, (iv) the Loan Agreements related to each Loan Asset, and (v) all other agreements, documents and instruments
evidencing, securing or guarantying any Loan Asset and all other agreements, documents and instruments related to any of the foregoing
but excluding any Excluded Amounts or Retained Interest (the “Assigned Documents”). In furtherance and not
in limitation of the foregoing, the Borrower hereby collaterally assigns to the Collateral Agent, for the benefit of the Secured
Parties, its right to indemnification under the Purchase and Contribution Agreement. The Borrower confirms that when an Event
of Default is Continuing, the Collateral Agent, following the direction of the Administrative Agent on behalf of the Secured Parties,
shall have the sole right to enforce the Borrower’s rights and remedies under the Purchase and Contribution Agreement for
the benefit of the Secured Parties. The parties hereto agree that such collateral assignment to the Collateral Agent, for the
benefit of the Secured Parties, shall terminate upon the Collection Date.


 


Section
2.12          Pledge of a Security Interest. To secure the prompt, complete and indefeasible payment in full when due, whether
by lapse of time, acceleration or otherwise, of the Obligations and the performance by the Borrower of all of the covenants and
obligations to be performed by it pursuant to this Agreement and each other Transaction Document, whether now or hereafter existing,
due or to become due, direct or indirect, or absolute or contingent, the Borrower hereby (i) collaterally assigns and pledges
to the Collateral Agent, on behalf of the Secured Parties, and (ii) Pledges a security interest to the Collateral Agent, on behalf
of the Secured Parties, all of the Borrower’s right, title and interest in, to and under (but none of the obligations under)
all assets of the Borrower, including, without limitation, the Collateral Portfolio, whether now existing or hereafter arising
or acquired by the Borrower, and wherever the same may be located. For the avoidance of doubt, the Collateral Portfolio shall
not include any Excluded Amounts, and the Borrower does not hereby assign, pledge or Pledge a security interest in any such amounts.
Anything herein to the contrary notwithstanding, (x) the Borrower shall remain liable under such Collateral Portfolio to the extent
set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (y) the exercise by the Collateral Agent, for the benefit of the Secured Parties, of any of its rights in such Collateral
Portfolio shall not release the Borrower from any of its duties or obligations under such Collateral Portfolio, and (z) none of
the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent nor any Secured Party, nor any of their respective
successors and assigns, shall have any obligations or liability under the Collateral Portfolio by reason of this Agreement, nor
shall the Administrative Agent, the Collateral Agent, any Lender, any Lender Agent nor any Secured Party, nor any of their respective
successors and assigns, be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action
to collect or enforce any claim for payment assigned hereunder.


 






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Section
2.13          Evidence of Debt. The Administrative Agent shall maintain, solely for this purpose as the agent of the Borrower,
at its address referred to in Section 11.02 a copy of each assignment and acceptance agreement delivered to and accepted
by it and a register for the recordation of the names and addresses and interests of the Lenders (including principal amounts
and stated interest on the Loan Assets) (the “Register”). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, each Lender and each Lender Agent
shall treat each person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement.
The Register shall be available for inspection by the Borrower or any Lender Agent at any reasonable time and from time to time
upon reasonable prior notice.


 


Upon
its receipt of a duly completed assignment and acceptance agreement executed by an assigning Lender and an assignee, the assignee’s
administrative questionnaire (as required by the Administrative Agent) any customary processing and recordation fee charged by
the Administrative Agent and any written consent to such assignment required by Section 11.04(a), the Administrative Agent
shall accept such assignment and acceptance and record the information contained therein in the Register; provided, that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this
Agreement, the Administrative Agent shall have no obligation to accept such assignment and acceptance and record the information
therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.


 


Section
2.14          Survival of Representations and Warranties. It is understood and agreed that the rights and remedies of the Secured
Parties with respect to any breach of any of the representations and warranties set forth in Sections 4.01 and 4.02
made on each Cut-Off Date, Advance Date, Reporting Date and any date on which Loan Assets are Pledged hereunder shall survive
the pledge to the Collateral Agent hereunder and the termination of this Agreement.


 


Section
2.15          Release of Loan Assets. The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense
of the Person obtaining such released Loan Asset and at the direction of the Administrative Agent, execute such documents and
instruments of release as may be prepared by the Borrower, give notice of such release to the Custodian (in the form of Exhibit
M) (unless the Custodian and Collateral Agent are the same Person) and take other such actions as shall reasonably be requested
by the Borrower to effect such release of the Lien created pursuant to this Agreement. Upon receiving such notification by the
Collateral Agent as described in the immediately preceding sentence, if applicable, the Custodian shall deliver the Required Loan
Documents to the Borrower.


 






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Section
2.16          Treatment of Amounts Received by the Borrower. Amounts received by the Borrower pursuant to Section 2.07
on account of Loan Assets shall be treated as payments of Principal Collections or Interest Collections, as applicable, on Loan
Assets hereunder.


 


Section
2.17          Mandatory and Voluntary Prepayments; Termination; Reduction of the Maximum Facility Amount.


 


(a)       On
each Payment Date during the Redemption Period, the Borrower shall reduce the Advances Outstanding by depositing in the Principal
Collection Subaccount an amount equal to the Redemption Principal Reduction Amount. On the Termination Date, the Borrower shall
deposit in the Collection Account all remaining Advances Outstanding, together with all Yield, Fees and all other Obligations
then due and owing until such amounts have been paid in full.


 


(b)       Except
as expressly permitted or required herein, including, any repayment necessary to cure a Borrowing Base Deficiency or Foreign
Currency Excess Exposure, Advances Outstanding may only be prepaid in whole or in part at the option of the Borrower at any
time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate) to the Administrative
Agent, the Collateral Agent and the Lender Agents by 11:00 a.m. at least one Business Day prior to such reduction; provided
that any prepayment of a Foreign Currency Loan Asset shall be made in the related Foreign Currency. Upon any prepayment, the
Borrower shall also pay in full all other accrued and unpaid costs and expenses of Administrative Agent, the Lender Agents
and Lenders related to such prepayment; provided that, no reduction in Advances Outstanding shall be given effect
unless sufficient funds have been remitted to pay all such amounts in full, as determined by the Administrative Agent, in its
sole discretion. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section
2.17(b) to the payment of any Breakage Fees and to the pro rata reduction of the Advances Outstanding. Any notice
relating to any repayment pursuant to this Section 2.17(b) shall be revocable by the Borrower only to the extent
that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of some other event not
subject to the control of the Borrower or its Affiliates, in which case such notice may be revoked by the Borrower (by
written notice to the Administrative Agent on or prior to the specified effective date) if such condition to prepayment is or
will not be satisfied.


 


(c)       The
Borrower may, at its option and upon not less than three Business Days’ (and if commercially practicable, not less than
10 Business Days’) prior written notice of such termination or permanent reduction in the form of Exhibit G to the
Administrative Agent, the Collateral Agent, the Custodian, the Account Bank and the Lender Agents, either (i) terminate this Agreement
and the other Transaction Documents upon payment in full of all Advances Outstanding, all accrued and unpaid Yield and Undrawn
Fees, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Collateral Agent,
the Custodian, Account Bank, Lender Agents and Lenders, any applicable Call Protection Payment (pro rata to each Lender
Agent for the account of the applicable Lender) and all other Obligations (other than unmatured contingent indemnification obligations),
or (ii) permanently reduce in part the Maximum Facility Amount upon payment in full of all accrued and unpaid Yield and Undrawn
Fees (pro rata with respect to the portion of the Maximum Facility Amount so reduced), any Breakage Fees, any Increased
Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Collateral Agent, the Custodian, Account Bank, Lender
Agents and Lenders and any applicable Call Protection Payment (pro rata to each Lender Agent for the account of the applicable
Lender); provided that, in each case no Call Protection Payment shall be due and payable so long as (A) such termination
or permanent reduction occurs no sooner than the date which is one year following the Closing Date or (B) such termination or
permanent reduction occurs as a result of a refinancing of this credit facility in connection with any transaction for which HSBC
(or any of its Affiliates) serves as the arranger, underwriter or placement agent for such transaction. Any Termination/Reduction
Notice relating to any reduction or termination pursuant to this Section 2.17(c) shall be revocable by the Borrower only
to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of some other event
not subject to the control of the Borrower or its Affiliates, in which case such notice may be revoked by the Borrower (by written
notice to the Administrative Agent on or prior to the specified effective date) if such condition to prepayment is or will not
be satisfied. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect
to any reduction of Commitments hereunder) of the aggregate amount of any reduction under this Section 2.17(c).


 






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(d)       The
Borrower hereby acknowledges and agrees that the Call Protection Payment constitutes additional consideration for the Lenders
to enter into this Agreement.


 


Section
2.18          Collections and Allocations.


 


(a)       The
Collateral Agent shall promptly identify all Collections received in the Collection Account as being on account of Interest Collections
or Principal Collections and shall segregate all Principal Collections and Interest Collections and transfer the same to the Principal
Collection Subaccount and the Interest Collection Subaccount, respectively. If, notwithstanding such compliance, the Collateral
Manager receives any collections directly, the Borrower shall demand that the Collateral Manager to transfer any such collections
received directly by it (if any) to the Collection Account by the close of business within two Business Days after such collections
are received; provided that, the Borrower shall require the Collateral Manager to identify to the Collateral Agent and
the Account Bank any collections received directly by the Collateral Manager as being on account of Interest Collections or Principal
Collections. The Collateral Agent shall provide to the Borrower and the Administrative Agent a statement as to the amount of Principal
Collections and Interest Collections on deposit in the Principal Collection Subaccount and the Interest Collection Subaccount
no later than three Business Days after each Determination Date for inclusion in the Servicing Report delivered pursuant to Section
6.08(b). It is understood and agreed that the Borrower shall remain liable for the proper allocation of the aforementioned
collections into the appropriate accounts.


 


(b)       On
the Cut-Off Date with respect to any Loan Asset, all Collections received in respect of Eligible Loan Assets shall be transferred
to and included as part of the Collateral Portfolio on such date.


 


(c)       So
long as no Unmatured Event of Default or Event of Default is Continuing and the Termination Date has not occurred, the Borrower
may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Borrower has, prior to such
withdrawal, delivered to the Administrative Agent a report setting forth the calculation of such Excluded Amounts in form and
substance satisfactory to the Administrative Agent and the Collateral Agent in their sole discretion.


 


(d)       Prior
to the delivery of a Notice of Exclusive Control, the Borrower shall, pursuant to written instruction (which may be in the form
of standing instructions), direct the Collateral Agent to invest, or cause the investment of, funds on deposit in the Collection
Account and the Unfunded Exposure Account in Permitted Investments, from the date of this Agreement until the Collection Date.
Amounts in the Payment Account shall not be invested. Absent any such written instruction, such funds shall not be invested. All
such Permitted Investments shall be registered in the name of the Account Bank or its nominee for the benefit of the Administrative
Agent or Collateral Agent, and otherwise comply with assumptions of the legal opinions of Clifford Chance US LLP dated the Closing
Date and delivered in connection with this Agreement; provided that compliance shall be the responsibility of the Borrower
and not the Collateral Agent and Account Bank. All income and gain realized from any such investment, as well as any interest
earned on deposits in the Collection Account or Unfunded Exposure Account, shall be deposited in the Interest Collection Subaccount
and distributed in accordance with the provisions of this Article II. None of the Account Bank, the Collateral Agent, the
Administrative Agent, any Lender Agent or any Lender shall be liable for the amount of any loss incurred, in respect of any investment,
or lack of investment, of funds held in the Collection Account or Unfunded Exposure Account, other than with respect to fraud
or their own gross negligence or willful misconduct. The parties hereto acknowledge that the Collateral Agent or any of its Affiliates
may receive compensation with respect to the Permitted Investments.


 






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(e)       Until
the Collection Date, neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect
to amounts held in any Controlled Account, except to the extent explicitly set forth in Section 2.04, Section 2.18(d)
or Section 2.19.


 


Section
2.19          Reinvestment of Principal Collections. On the terms and conditions set forth herein as certified in writing to
the Collateral Agent, the Lender Agents and Administrative Agent, prior to the end of the Revolving Period, the Borrower may,
to the extent of any Principal Collections on deposit in the Principal Collection Subaccount:


 


(a)       withdraw
such funds for the purpose of reinvesting in additional Eligible Loan Assets to be Pledged hereunder; provided that, the
following conditions are satisfied:


 


(i)        all
conditions precedent set forth in Section 3.04 have been satisfied;


 


(ii)       no
Event of Default is Continuing, or would result from such withdrawal and reinvestment, and no Unmatured Event of Default, Borrowing
Base Deficiency or Foreign Currency Excess Exposure is Continuing or would result from such withdrawal and reinvestment;


 


(iii)      the
representations and warranties contained in Sections 4.01 and 4.02 hereof shall continue to be correct in all respects
(except to the extent relating to an earlier date, in which case such representations and warranties shall continue to be correct
in all material respects as of such earlier date);


 


(iv)      the
Borrower provides same day written notice to the Administrative Agent and the Collateral Agent by facsimile or email (to be received
no later than 1:00 p.m. on such day) of the request to withdraw Principal Collections and the amount of such request;


 


(v)       the
notice required in clause (iv) above shall be accompanied by a Disbursement Request and a Borrowing Base Certificate, executed
by the Borrower; and


 


(vi)      the
Collateral Agent provides to the Administrative Agent by facsimile (to be received no later than 1:30 p.m. on that same day) a
statement reflecting the total amount on deposit as of the opening of business on such day in the Principal Collection Subaccount;
or


 


(b)       withdraw
such funds for the purpose of making payments in respect of the Advances Outstanding at such time in accordance with and subject
to the terms of Section 2.17.


 


Upon
the satisfaction of the applicable conditions set forth in this Section 2.19 (as certified by the Borrower to the Administrative
Agent), the Collateral Agent will release funds from the Principal Collection Subaccount to the Borrower in an amount not to exceed
the lesser of (x) the amount requested by the Borrower and (y) the amount on deposit in the Principal Collection Subaccount on
such day.


 






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Section
2.20          Defaulting Lenders. If any Lender becomes a Defaulting Lender, then the provisions of this Section 2.20
will apply to the Defaulting Lender until the Default Period has ended, to the extent permitted by Applicable Law:


 


(a)       Each
such Defaulting Lender’s right to approve or disapprove any amendment, waiver, or consent with respect to this Agreement
shall be restricted as set forth in the definition of Required Lenders and Section 11.01.


 


(b)       Until
such time as the Default Excess of any such Defaulting Lender Group has been reduced to zero, any prepayment of the aggregate
Advances outstanding will be applied to the Advances of the Non-Defaulting Lenders in accordance with Section 2.04 in accordance
with the Adjusted Pro Rata Shares.


 


(c)       The
amount of each such Defaulting Lender’s Commitment and Advances will be excluded for purposes of calculating the Undrawn
Fee, and each such Defaulting Lender will not be entitled to receive any Undrawn Fee in connection with such Defaulting Lender’s
Commitment for any Default Period relating to such Defaulting Lender.


 


(d)       All
or any part of each such Defaulting Lender’s participation in Advances will be reallocated among the Non Defaulting Lender
Groups in accordance with their respective Adjusted Pro Rata Shares, but only to the extent that (i) the conditions set forth
in Section 3.02 are satisfied at the time of such reallocation (and, unless the Borrower has otherwise notified the Administrative
Agent at such time, the Borrower will be deemed to have represented and warranted that such conditions are satisfied at such time);
and (ii) such reallocation does not cause the aggregate Advances of any Non Defaulting Lender to exceed such Non-Defaulting Lender’s
Commitment. No such reallocation will constitute a waiver or release of any claim of any party under this Agreement against a
Defaulting Lender arising from that Lender’s having become a Defaulting Lender, including any claim of a Non-Defaulting
Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(e)       If
each of the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that resulted
in it becoming a Defaulting Lender, then the Advances of the Lenders will be readjusted to reflect the inclusion of such Defaulting
Lender’s Commitment and on such date such Defaulting Lender shall purchase at par so much of the Advances of the other Lender
Groups or take such other actions as the Administrative Agent determines to be necessary to cause the aggregate Advances outstanding
to be held by the Lenders in accordance with their respective Commitments and Pro Rata Shares (without giving effect to Section
2.20(d)), whereupon such Lender will cease to be a Defaulting Lender.


 


(f)       No
amount of the Commitment of any Lender will be increased or otherwise affected by, and, except as otherwise expressly provided
in this Section 2.20, performance by the Borrower of its obligations under this Agreement and the other Transaction Documents
will not be excused or otherwise modified as a result of, any Funding Default or the operation of this Section 2.20. The
rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and remedies that
the Borrower may have against such Defaulting Lender with respect to any Funding Default and that the Administrative Agent or
any Lender, Lender Agent or Lender Group may have against such Defaulting Lender with respect to any Funding Default.


 


Section
2.21          Increase of Commitments. The Borrower may, at its option, request the Administrative Agent and the Lenders
to increase the aggregate Commitments hereunder to an amount not to exceed $200,000,000 (subject to the payment of any additional
fees that may be required in connection with such increase). Subject to the consent of the Administrative Agent and the affected
Lender or Lenders providing such increased Commitment hereunder (in their absolute and sole discretion), the Commitments hereunder
shall be increased to an amount set forth in a revised Annex A distributed by the Administrative Agent to the Borrower
and each Lender Agent; provided, that the increase of Commitments hereunder shall not be subject to the written consent
of the Required Lenders.


 






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Article
III



CONDITIONS PRECEDENT


 


Section
3.01          Conditions Precedent to Effectiveness.


 


(a)       This
Agreement shall be effective upon, and no Lender shall be obligated to make any Advance hereunder from and after the Closing Date,
nor shall any Lender, the Custodian, the Account Bank or the Administrative Agent be obligated to take, fulfill or perform any
other action hereunder, until, the satisfaction of the following conditions precedent, as determined in the sole discretion of,
or waived in writing by, the Administrative Agent:


 


(i)        this
Agreement and all other Transaction Documents and all other agreements and opinions of counsel listed on Schedule I hereto or
counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative
Agent shall have received such other documents, instruments and legal opinions as any Lender Agent shall reasonably request in
connection with the transactions contemplated by this Agreement, on or prior to the Closing Date, each in form and substance reasonably
satisfactory to the Administrative Agent;


 


(ii)       the
Borrower shall have paid in full all fees then required to be paid hereunder and under the Transaction Documents, together with
the reasonable and documented attorney fees and any other legal and document preparation costs incurred by the Lenders, the Administrative
Agent and each Lender Agent;


 


(iii)      all
acts and conditions required to be done and performed and to have happened prior to the execution, delivery and performance of
this Agreement and all related Transaction Documents and to constitute the same legal, valid and binding obligations, enforceable
in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance
with all Applicable Law;


 


(iv)      there
has not been (x) any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering
into the transactions contemplated by the Transaction Documents or (y) any Material Adverse Effect or material disruption in the
financial, banking or commercial loan or capital markets generally;


 


(v)       any
and all information (other than projections, which are provided in good faith) submitted to each Lender, Lender Agent and the
Administrative Agent by the Borrower, the Transferor or the Collateral Manager or any of their Affiliates, when taken as a whole,
is true, accurate, complete in all material respects and not misleading in any material respect;


 


(vi)      the
representations and warranties contained in Sections 4.01 and 4.02 are true and correct (other than any representation
or warranty that is made as of a specific date, in which case such representation or warranty shall be true and correct as of
such date) and there exists no breach of any covenant;


 






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(vii)     the
Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in its
sole discretion or required by regulatory authorities with respect to the Borrower, the Transferor and the Collateral Manager
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender Agent;


 


(viii)    there
shall have been no material adverse change in the Borrower’s (or the Collateral Manager’s) underwriting, servicing,
collection, operating and reporting procedures and systems since the completion of due diligence by the Administrative Agent and
each Lender Agent;


 


(ix)       the
results of Administrative Agent’s financial, legal, tax and accounting due diligence relating to the Transferor, the Borrower
and the Collateral Manager, the Eligible Loan Assets and the transactions contemplated hereunder are satisfactory to the Administrative
Agent and no material adverse change on the business, assets, financial conditions or performance of the Borrower and the Collateral
Manager, on a consolidated basis, or any material portion of the initial proposed Eligible Loan Assets has occurred;


 


(x)        if
requested, each applicable Lender Agent shall have received a duly executed copy of its Revolving Note, in a principal amount
equal to the Commitment of the applicable Lender;


 


(xi)       the
Collection Account (including the Principal Collection Subaccount and Interest Collection Subaccount thereunder) has been established
pursuant to the Account Control Agreement;


 


(xii)      the
Unfunded Exposure Account has been established pursuant to the Account Control Agreement; and


 


(xiii)     the
Borrower has a valid ownership interest in the agreed-upon initial pool of Eligible Loan Assets (as set forth in Schedule
VIII as of the Closing Date).


 


(b)       By
its execution and delivery of this Agreement, the Borrower hereby certifies that each of the conditions precedent to the effectiveness
of this Agreement set forth in this Section 3.01 have been satisfied; provided that, with respect to conditions
precedent that expressly require the consent or approval of the Administrative Agent or another party (other than the Borrower
or the Collateral Manager), the foregoing certification is only to the knowledge of the Borrower with respect to such consents
or approvals.


 


Section
3.02          Conditions Precedent to All Advances. Each Advance (including the Initial Advance, except as explicitly set forth
below) to the Borrower from the Lenders shall be subject to the further conditions precedent that:


 


(a)       On
the related Advance Date of such Advance, the following statements shall be true and correct, and the Borrower by accepting any
amount of such Advance shall be deemed to have certified that:


 


(i)        the
Borrower shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Custodian and the Collateral
Agent) together with each Notice of Borrowing: (A) an Officer’s Certificate (which may be included as part of the Notice
of Borrowing) computed as of the proposed Funding Date and after giving effect thereto and to the purchase by the Borrower of
the Eligible Loan Assets to be acquired by it on such Funding Date, demonstrating that such acquisition results in Collateral
Quality Maintenance, (B) a Borrowing Base Certificate, and if applicable (C) a Loan Tape, (D) an Approval Notice (for any such
Loan Asset that does not qualify as an Eligible Loan Asset without the waiver of the Specified Eligibility Criteria contained
in such Approval Notice) added to the Collateral Portfolio on the related Advance Date) and (E) except with respect to an Advance
under Section 2.02(f), such additional information as may be reasonably requested by the Administrative Agent and an executed
copy of each assignment and assumption agreement, transfer document or instrument (including any Loan Assignment) relating to
each Loan Asset to be Pledged evidencing the assignment of such Loan Asset from the prior owner thereof directly to the Borrower
(other than in the case of any Loan Asset acquired by the Borrower at origination);


 






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(ii)       if
the Advance is in connection with the Pledge of an Eligible Loan Asset, the Borrower shall have delivered to the Custodian (with
a copy to the Administrative Agent), no later than 11:00 a.m. on the related Advance Date, (x) a faxed or e-mailed copy of the
duly executed original promissory notes (if any) of the Loan Assets, and (y) if any Loan Assets are closed in escrow the date
that is one Business Day prior to the related Advance Date, a faxed or e-mailed copy of the duly executed original promissory
notes (if any) of the Loan Assets, and if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit J)
from the closing attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that,
notwithstanding the foregoing, the Borrower shall cause the Loan Asset Checklist and the Required Loan Documents to be in the
possession of the Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets;


 


(iii)       the
representations and warranties contained in Sections 4.01 and 4.02 are true and correct in all respects, and (except
with respect to an Advance required by Section 2.02(f)) there exists no breach of any covenant before and after giving
effect to the Advance to take place on such Advance Date and to the application of proceeds therefrom, on and as of such date
as though made on and as of such date (other than any representation or warranty that is made as of a specific date, in which
case such representation or warranty shall be true and correct in all respects as of such date);


 


(iv)       no
Event of Default, Unmatured Event of Default, Borrowing Base Deficiency or Foreign Currency Excess Exposure is Continuing or would
result from such Advance or the application of proceeds therefrom; and


 


(v)       all
terms and conditions of the Purchase and Contribution Agreement required to be satisfied in connection with the assignment of
each Eligible Loan Asset being Pledged hereunder on such Advance Date (and the Portfolio Assets related thereto), including, without
limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings required
to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral
Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens)
in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds thereof shall have been made, taken or
performed.


 


(b)       If
applicable, the Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets
that is not an Eligible Loan Asset identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable
Advance Date.


 


(c)       No
Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency
or instrumentality shall prohibit or enjoin, the making of such Advances by any Lender or the proposed Pledge of Eligible Loan
Assets in accordance with the provisions hereof.


 






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(d)       The
proposed Advance Date shall take place during the Revolving Period.


 


The
failure of the Borrower to satisfy any of the foregoing conditions precedent in respect of any Advance shall give rise to a right
of the Administrative Agent and the applicable Lender Agent, which right may be exercised at any time on the demand of the applicable
Lender Agent, to rescind the related Advance and direct the Borrower to pay to the applicable Lender Agent for the benefit of
the applicable Lender an amount equal to the Advances made during any such time that any of the foregoing conditions precedent
were not satisfied or waived in writing.


 


Section
3.03          Advances Do Not Constitute a Waiver. No Advance made hereunder shall constitute a waiver of any condition to any
Lender’s obligation to make such an Advance unless such waiver is in writing and executed by such Lender.


 


Section
3.04          Conditions to Pledges of Loan Assets. Each Pledge of an additional Eligible Loan Asset pursuant to Section 2.06,
a Substitute Eligible Loan Asset pursuant to Section 2.07(a) or (c), an additional Eligible Loan Asset pursuant
to Section 2.19 or any other Pledge of a Loan Asset hereunder shall be subject to the further conditions precedent that
(as certified to the Collateral Agent by the Borrower):


 


(a)       the
Borrower shall have delivered to the Administrative Agent and each Lender Agent (with a copy to the Custodian and the Collateral
Agent) no later than 11:00 a.m. on the date that is one Business Day prior to the related Cut-Off Date: (i) a Borrowing Base Certificate,
(ii) a Loan Tape, (iii) if applicable, an Approval Notice (for each Loan Asset that is not an Eligible Loan Asset to be added
to the Collateral Portfolio on the related Cut-Off Date) and (iv) such additional information as may be reasonably requested by
the Administrative Agent and an executed copy of each assignment and assumption agreement, transfer document or instrument (including
any Loan Assignment) relating to each Loan Asset to be pledged evidencing the assignment of such Loan Asset from the prior owner
thereof directly to the Borrower (other than in the case of any Loan Asset acquired by the Borrower at origination);


 


(b)       the
Borrower shall have delivered to the Custodian (with a copy to the Administrative Agent), no later than 11:00 a.m. one Business
Day prior to the related Cut-Off Date, (x) a faxed or e-mailed copy of the duly executed original promissory notes (if any) of
the Loan Assets, and (y) if any Loan Assets are closed in escrow, a certificate (in the form of Exhibit J) from the closing
attorneys of such Loan Assets certifying the possession of the Required Loan Documents; provided that, notwithstanding
the foregoing, the Borrower shall cause the Loan Asset Checklist and the Required Loan Documents to be in the possession of the
Custodian within five Business Days of any related Cut-Off Date as to any Loan Assets;


 


(c)       no
Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the lien of the Collateral Agent on the Eligible
Loan Assets to be Pledged on such Cut-Off Date;


 


(d)       all
terms and conditions of the Purchase and Contribution Agreement required to be satisfied in connection with the assignment of
each Eligible Loan Asset being Pledged hereunder on such Cut-Off Date (and the Portfolio Assets related thereto), including, without
limitation, the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including,
without limitation, UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person
in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security
interest (subject only to Permitted Liens) in such Eligible Loan Assets and the Portfolio Assets related thereto and the proceeds
thereof shall have been made, taken or performed;


 






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(e)       if
applicable, the Administrative Agent shall have provided an Approval Notice to the Borrower for each of the Eligible Loan Assets
that is not an Eligible Loan Asset identified in the applicable Loan Tape for inclusion in the Collateral Portfolio on the applicable
Cut-Off Date;


 


(f)       no
Event of Default or Unmatured Event of Default is Continuing, or would result from such Pledge (other than, with respect to any
Pledge of an Eligible Loan Asset necessary to cure a Borrowing Base Deficiency or Foreign Currency Excess Exposure in accordance
with Section 2.06 or 2.07, an Unmatured Event of Default arising solely pursuant to such Borrowing Base Deficiency
or Foreign Currency Excess Exposure); and


 


(g)       the
representations and warranties contained in Sections 4.01 and 4.02 are true and correct, on and as of such date
as though made on and as of such date (other than any representation or warranty that is made as of a specific date, in which
case such representation or warranty shall be true and correct in all respects as of such date).


 


Article
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.01          Representations and Warranties of the Borrower. The Borrower hereby represents and warrants, as of the Closing
Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Reporting Date and as of each other date
provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to
be (or deemed to be) made:


 


(a)       Organization,
Good Standing and Due Qualification. The Borrower is a limited liability company duly organized, validly existing and in good
standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business
in which it is engaged and to enter into and performs its obligations under this Agreement, and is duly qualified and in good
standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the
Collateral Portfolio and the conduct of its business requires such qualification, except, in each case, to the extent that the
failure to obtain such qualification, licenses or approvals could not reasonably be expected to result in a Material Adverse Effect.


 


(b)       Power
and Authority; Due Authorization; Execution and Delivery. The Borrower (i) has the power, authority and legal right to
(x) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (y) perform and
carry out the terms of this Agreement and the other Transaction Documents to which it is a party and the transactions contemplated
thereby, and (ii) has taken all necessary action to (x) authorize the execution, delivery and performance of this Agreement
and each of the other Transaction Documents to which it is a party and (y) grant to the Collateral Agent, for the benefit
of the Secured Parties, a first priority perfected security interest in the Collateral Portfolio on the terms and conditions of
this Agreement, subject only to Permitted Liens. This Agreement and each other Transaction Document to which the Borrower is a
party have been duly executed and delivered by the Borrower.


 


(c)       Binding
Obligation. This Agreement and each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid
and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability
hereof and thereof may be limited by Bankruptcy Laws and by general principles of equity.


 






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(d)       All
Consents Required. No consent of any other party and no consent, license, approval or authorization of, or registration or
declaration with, any Governmental Authority, bureau or agency is required in connection with the execution, delivery or performance
by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this
Agreement or any such Transaction Document or the Loan Assets or the transfer of an ownership interest or security interest in
such Loan Assets, other than such as have been met or obtained and are in full force and effect.


 


(e)       No
Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a
party and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto
in connection with the Pledge of the Collateral Portfolio will not (i) create any Lien on the Collateral Portfolio other than
Permitted Liens or (ii) violate the Constituent Documents of the Borrower or, in any material respect any Applicable Law, or (iii)
violate in any material respect any contract or other agreement to which the Borrower is a party or by which the Borrower or any
property or assets of the Borrower may be bound.


 


(f)       No
Proceedings. There is no litigation or administrative proceeding or investigation pending or, to the knowledge of the Borrower,
threatened against the Borrower or any properties of the Borrower, before any Governmental Authority (i) asserting the invalidity
of this Agreement or any other Transaction Document to which the Borrower is a party, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Borrower is a party or
(iii) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.


 


(g)       Selection
Procedures. In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures have been employed
by the Borrower or any Affiliate of the Borrower (including the Transferor and the Collateral Manager) which are intended to be
adverse to the interests of the Lenders.


 


(h)       Bulk
Sales. The grant of the security interest in the Collateral Portfolio by the Borrower to the Collateral Agent, for the benefit
of the Secured Parties, pursuant to this Agreement, and the execution, delivery and performance of this Agreement, is in the ordinary
course of business for the Borrower and is not subject to the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction.


 


(i)       Pledge
of Collateral Portfolio. Except as otherwise expressly permitted by the terms of this Agreement, no item of Collateral Portfolio
has been sold, transferred, assigned or pledged by the Borrower to any Person, other than as contemplated by Article II
and the Pledge of such Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms
of this Agreement.


 


(j)       Indebtedness.
The Borrower has no Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than
Indebtedness incurred under the terms of the Transaction Documents and ordinary course business expenses incurred in the ordinary
course of business pursuant to the transactions contemplated hereunder and under the other Transaction Documents.


 


(k)       Sole
Purpose. The Borrower has been formed solely for the purpose of engaging in transactions contemplated by this Agreement, and
has not engaged in any business activity other than the negotiation, execution and to the extent applicable, performance of this
Agreement and the transactions contemplated by the Transaction Documents. The Borrower is not party to any agreements other than
the applicable Transaction Documents to which it is a party, its Constituent Documents and the Required Loan Documents in respect
of which the Borrower is a lender.


 






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(l)       Separate
Entity. The Borrower is operated as an entity with assets and liabilities distinct from those of the Transferor and any Affiliates
thereof, and the Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions
contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Transferor and
from each such other Affiliate of the Transferor.


 


(m)       No
Injunctions. No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance
of its obligations under this Agreement or any Transaction Document to which the Borrower is a party.


 


(n)       Taxes.
The Borrower has elected to be treated as a disregarded entity for U.S. Federal tax purposes. Subject to the forgoing, the Borrower
has filed or caused to be filed (on a consolidated basis or otherwise) on a timely basis all Tax returns (including, all foreign,
federal, state, local and other tax returns) required to be filed by it, is not liable for Taxes payable by any other Person and
has paid or made adequate provisions for the payment of all Taxes, assessments and other governmental charges due and payable
from the Borrower except for those Taxes being contested in good faith by appropriate proceedings and in respect of which it has
established proper reserves on its books. No Tax lien (other than a Permitted Lien) or similar adverse claim has been filed, and
no claim is being asserted, with respect to any such Tax, assessment or other governmental charge. Any Taxes, fees and other governmental
charges due and payable by the Borrower in connection with the execution and delivery of this Agreement and the other Transaction
Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due.


 


(o)       Location.
The Borrower’s location (within the meaning of Article 9 of the UCC) is the State of Delaware. The chief executive office
of the Borrower (and the location of the Borrower’s records regarding the Collateral Portfolio (other than those delivered
to the Custodian)) is located at the address set forth under its name in Section 11.02 (or, subject to Section 5.02(p),
at such other address as shall be designated by such party in a written notice to the other parties hereto).


 


(p)       Tradenames.
The Borrower has not changed its name since its formation and does not have tradenames, fictitious names, assumed names or “doing
business as” names under which it has done or is doing business.


 


(q)       Solvency.
The Borrower is Solvent, and the transactions under this Agreement and any other Transaction Document to which the Borrower is
a party do not and will not render the Borrower not Solvent.


 


(r)       No
Subsidiaries. The Borrower has no Subsidiaries.


 


(s)       Value
Given. The Borrower has given fair consideration and reasonably equivalent value to the Transferor in exchange for the purchase
of each of the Loan Assets (or any number of them) from the Transferor pursuant to the Purchase and Contribution Agreement. No
such transfer has been made for or on account of an antecedent debt owed by the Borrower to the Transferor and no such transfer
is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.


 


(t)       Reports
Accurate. All information relating to the Borrower and prepared or supplied by the Borrower or any Person acting on behalf
of the Borrower (including the Collateral Manager) and contained in Servicing Reports, Notices of Borrowing, Borrowing Base Certificates
and other written or electronic information, exhibits, financial statements, documents, books, records or reports furnished by
the Borrower (or the Collateral Manager on its behalf) (other than projections, which are provided in good faith) to the Administrative
Agent, the Collateral Agent, the Lenders, the Lender Agents, or the Custodian in connection with this Agreement are, taken as
a whole, as of their date, accurate, true and correct in all material respects (or, in the case of financial statements, fairly
present in all material respects the relevant financial condition) and no such document or certificate contains any material misstatement
of fact or omits to state a material fact or any fact necessary to make the statements contained therein not misleading; provided
that, solely with respect to written or electronic information provided by an Obligor with respect to a Loan Asset, such information
need only be accurate, true and correct to the knowledge of the Borrower; provided, further, that the foregoing
proviso shall not apply to any information presented in a Servicing Report, Notice of Borrowing or Borrowing Base Certificate.


 






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(u)       Exchange
Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents
(including, the use of Proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7
of the Exchange Act, or any regulations issued pursuant thereto, including, Regulations T, U and X of the Board of Governors of
the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from
the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend
“purpose credit” within the meaning of Regulation U.


 


(v)       No
Adverse Agreements. There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to
be made, the grant of the security interest in the Collateral Portfolio contemplated by Section 2.12.


 


(w)       Event
of Default/Unmatured Event of Default. No event has occurred and is continuing which constitutes an Event of Default or an
Unmatured Event of Default (other than any Event of Default or Unmatured Event of Default which has previously been disclosed
to the Administrative Agent as such).


 


(x)       Servicing
Standard. Each of the Loan Assets was underwritten or acquired and is being serviced in conformance with the Servicing Standard.


 


(y)       ERISA.


 


(i)       Neither
the Borrower nor any ERISA Affiliate of the Borrower is making contributions, or accruing an obligation to make contributions,
to any Multiemployer Plan or Pension Plan, and neither the Borrower nor any ERISA Affiliate of the Borrower has within the past
six years made or accrued an obligation to make contributions to any Multiemployer Plan or Pension Plan. No non-exempt prohibited
transactions under Section 406 of ERISA or Section 4975 of the Code have occurred with respect to any Pension Plan that could
subject the Borrower to any material tax, penalty or other liability which would reasonably be expected to give rise to a Material
Adverse Effect.


 


(ii)       The
Borrower (A) is not a Benefit Plan Investor and (B) is not a “governmental plan” within the meaning of Section 3(32)
of ERISA (“Governmental Plan”), and neither the Borrower nor any transactions by or with the Borrower are subject
to state statutes regulating investments of and fiduciary obligations with respect to Governmental Plans or to state statutes
that impose prohibitions similar to those contained in Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).


 


(z)       Allocation
of Charges. Subject to the Borrower’s election to be disregarded for U.S. Federal tax purposes, there is no agreement
or understanding between the Collateral Manager and the Borrower (other than as expressly set forth herein or as consented to
by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect
of any taxes, fees, assessments or other governmental charges.


 






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(aa)          Broker-Dealer.
The Borrower is not a broker-dealer required to register under the Securities Exchange Act of 1934, as amended.


 


(bb)         Instructions
to Obligors. The Collection Account is the only account to which Obligors, agent banks or administrative agents on the Loan
Assets have been instructed by the Borrower, or the Collateral Manager on the Borrower’s behalf, to send Principal Collections
and Interest Collections on the Collateral Portfolio. The Borrower has not granted any Person other than the Collateral Agent,
on behalf of the Secured Parties, a Lien on or any interest in the Collection Account.


 


(cc)          Purchase
and Contribution Agreement. The Purchase and Contribution Agreement and the Loan Assignment contemplated therein are the only
agreements pursuant to which the Borrower acquires the Collateral Portfolio (other than with respect to a Loan Asset that is a
Loan Asset or Participation Interest originated by Borrower). The Borrower accounts for the transfers of Loan Assets under the
Purchase and Contribution Agreement as purchases or contributions of such Loan Assets in its books, records and financial statements.


 


(dd)          Investment
Company Act. Neither the Borrower nor FSIC is required to register as an “investment company” under the provisions
of the 1940 Act; provided, that FSIC has elected to be regulated as a “business development company” under
the 1940 Act.


 


(ee)          Compliance
with Applicable Law. The Borrower has complied in all material respects with all Applicable Law to which it may be subject,
and no item of the Collateral Portfolio contravenes in any material respect any Applicable Law (including, without limitation,
all applicable predatory and abusive lending laws, laws, rules and regulations relating to licensing, truth in lending, fair credit
billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy).


 


(ff)          Collections.
The Borrower acknowledges that all Collections received by it or its Affiliates with respect to the Collateral Portfolio Pledged
hereunder are held and shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties until
deposited into the Collection Account within two Business Days after receipt as required herein.


 


(gg)         Set-Off,
etc. No Loan Asset in the Collateral Portfolio has been compromised, adjusted, extended, satisfied, subordinated, rescinded,
set-off or modified by the Borrower, the Transferor or the Obligor thereof, and no Loan Asset in the Collateral Portfolio is subject
to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, abatement, suspension,
deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning the Collateral Portfolio
or otherwise, by the Borrower, the Transferor or the Obligor with respect thereto, except, in each case, for amendments, extensions
and modifications, if any, to such Collateral Portfolio otherwise permitted pursuant to Section 6.03(a) of this Agreement
and in accordance with the Servicing Standard.


 


(hh)         Environmental.
With respect to each item of Related Collateral as of the applicable Cut-Off Date for the Loan Asset related to such Related Collateral,
to the actual knowledge of a Responsible Officer of the Borrower: (i) the related Obligor’s operations comply in all material
respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a federal
or state investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Materials into
the environment; and (iii) the related Obligor does not have any material liability in connection with any release of any Hazardous
Materials into the environment, in each case, except as otherwise specified in the Loan Agreement pertaining to such Loan Asset.
As of the applicable Cut-Off Date for the Loan Asset related to such Related Collateral, none of the Borrower, the Transferor
nor the Collateral Manager has received any written notice of, or inquiry from any Governmental Authority regarding, any violation,
alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental
Laws with regard to any of the Related Collateral, nor does any such Person have knowledge or reason to believe that any such
notice will be received or is being threatened.


 






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(ii)           USA
PATRIOT Act. Neither the Borrower nor any Affiliate of the Borrower is (i) a Person that resides or has a place of business
in a country or territory 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; (ii) 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 (iii)
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.


 


(jj)            Confirmation
from Parties. FSIC has given written confirmation to the Borrower that FSIC, either directly or indirectly, will not (i) cause
the Borrower to file a voluntary bankruptcy petition under the Bankruptcy Code; or (ii) commence or present a petition for the
winding-up of the Borrower in accordance with its Constituent Documents.


 


(kk)          Accuracy
of Representations and Warranties. Each representation or warranty by the Borrower contained herein, in any Transaction Document
or in any certificate or other document furnished by the Borrower pursuant hereto or in connection herewith is true and correct
in all material respects.


 


(ll)            [Intentionally
Omitted].


 


(mm)        Security
Interest.


 


(i)        This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rights in
the Collateral Portfolio in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior
to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower;


 


(ii)       the
Collateral Portfolio is comprised of “instruments,” “financial assets”, “security entitlements,”
“general intangibles,” “chattel paper”, “accounts,” “certificated securities,”
“uncertificated securities,” “securities accounts,” “deposit accounts,” “supporting
obligations” or “insurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or such
other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section
4.01(mm);


 


(iii)      with
respect to Collateral Portfolio that constitute “financial assets”:


 


(A)       all
of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(mm))
have been credited to the Collection Account and the securities intermediary for the Collection Account has agreed to treat all
assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and


 






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(B)       the
Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for
the benefit of the Secured Parties. The securities intermediary of the Collection Account has agreed to comply with the entitlement
orders and instructions of the Borrower and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance
with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the
delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities
intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured
Parties, including with respect to the investment of cash in Permitted Investments.


 


(iv)      the
Collection Account constitutes a “securities account” as defined in the applicable UCC;


 


(v)       the
Borrower, the Collateral Manager and U.S. Bank National Association, as secured party and securities intermediary, have entered
into the Account Control Agreement; and the Account Control Agreement, together with this Agreement, grants to the Collateral
Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account;


 


(vi)      the
Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest
in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens) of any Person;


 


(vii)     the
Borrower has received all consents and approvals required by the terms of any Loan Asset to the granting of a security interest
in the Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties;


 


(viii)    the
Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Loan Assets
in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under
this Agreement; provided that filings in respect of real property shall not be required;


 


(ix)       other
than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf
of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest
in or otherwise conveyed any of the Collateral Portfolio. The Borrower has not authorized the filing of and is not aware of any
financing statements against the Borrower that include a description of collateral covering the Collateral Portfolio other than
any financing statement (A) relating to the security interests granted to the Borrower under the Contribution Agreement, (B) that
has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the
transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction
contemplated under (and in compliance with the conditions set forth in) Section 2.07. The Borrower is not aware of the
filing of any judgment or Tax lien filings against the Borrower;


 


(x)       all
original executed copies of each underlying promissory note (if any) that constitute or evidence each Loan Asset has been, or
subject to the delivery requirements contained herein, will be delivered to the Custodian;


 






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(xi)       other
than in the case of Noteless Loan Assets, the Custodian, as the bailee of the Collateral Agent, is holding the underlying promissory
notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured
Parties;


 


(xii)      none
of the underlying promissory notes (if any), or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets
has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the
Collateral Agent, on behalf of the Secured Parties;


 


(xiii)     with
respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection
Account and in the control of the Account Bank, such certificated security has been delivered to the Custodian, on behalf of the
Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured
Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of
the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and


 


(xiv)     with
respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the Collection
Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register
the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into
a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent
and the Administrative Agent.


 


(nn)         Substitutions
and Sales of Loan Assets to Affiliates. In connection with each (i) substitution of a Loan Asset pursuant to Section
2.07(a) or (ii) sale of a Loan Asset to the Transferor (or an Affiliate thereof) pursuant to Section 2.07(b), as applicable,
the Borrower has determined, in its reasonable business judgment (and without consideration of any benefits to the Transferor
(or such Affiliate thereof)), that such sale or substitution, as applicable, is in the Borrower’s best business interest.


 


(oo)        Tax
Treatment. For U.S. Federal tax purposes, the Borrower is classified as a disregarded entity, and not as a corporation, or
an association taxable as a corporation or a publicly traded partnership. FSIC is a United States Tax Person that is a “Regulated
Investment Company” as defined in Section 851(a) of the Code and is the only equity holder in the Borrower for U.S. Federal
tax purposes. The Borrower is not subject to U.S. Federal, state or local Tax on a net income Tax basis.


 


(pp)         Anti-Bribery
and Corruption; Anti-Money Laundering; Sanctions. None of the Borrower or FSIC, nor to the knowledge of the Borrower or FSIC,
any director, officer, employee, Affiliate or other Person acting on behalf of the Borrower, FSIC or any of their respective Affiliates
is aware of or has taken any action, directly or indirectly, in relation to this Agreement or the transactions contemplated hereby,
that would result in a violation by such persons of any applicable anti-bribery law, including the United Kingdom Bribery Act
2010 (the “UK Bribery Act”) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”).
Furthermore, the Borrower and FSIC and, to the knowledge of the Borrower and FSIC, their respective Affiliates have conducted
and will conduct their businesses, in relation to this Agreement and the transactions contemplated hereby, in compliance with
the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. None of the Borrower, FSIC
or their respective Affiliates, or any director, officer, employee, or agent of the Borrower, FSIC or their respective Affiliates,
has violated or will violate any Anti-Money Laundering Laws in relation to this Agreement or the transactions contemplated hereby.
None of the Borrower, FSIC, any of their respective Affiliates or any director or officer or, to the knowledge of the Borrower
or FSIC, employee or agent of the Borrower, FSIC or any of their respective Affiliates, is a Person that is, or is owned or controlled
by, or acting on behalf of, any Person that is, (i) the target of any sanctions administered or enforced by the United States
Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State, the United Nations
Security Council, the European Union, Her Majesty’s Treasury or the Hong Kong Monetary Authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a Sanctioned Jurisdiction.


 






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Section
4.02          Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio. The Borrower
hereby represents and warrants, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date,
as of each Reporting Date and any date which Loan Assets are Pledged hereunder and as of each other date provided under this Agreement
or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:


 


(a)       Valid
Transfer and Security Interest. This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio
to the Collateral Agent, for the benefit of the Secured Parties, which upon the delivery of the Required Loan Documents to the
Custodian, the crediting of Loan Assets to the Collection Account and the filing of the financing statements, shall be a valid
and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion
of the Loan Assets in which a security interest may be perfected by filing a UCC financing statement subject only to Permitted
Liens. Neither the Borrower nor any Person claiming through or under Borrower shall have any claim to or interest in the Collection
Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Borrower
in such property as a debtor for purposes of the UCC. The Account Control Agreement, together with this Agreement, grants to the
Collateral Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collection Account.


 


(b)       Eligibility
of Collateral Portfolio. (i) The Loan Tape, and the information contained in each Notice of Borrowing, is an accurate and
complete listing of all the Loan Assets contained in the Collateral Portfolio as of the related Cut-Off Date and the information
contained therein with respect to the identity of such item of Collateral Portfolio and the amounts owing thereunder is true and
correct as of the related Cut-Off Date, (ii) each Loan Asset designated on any Borrowing Base Certificate as an Eligible Loan
Asset and each Loan Asset included as an Eligible Loan Asset in any calculation of the Borrowing Base, Borrowing Base Deficiency,
Foreign Currency Excess Tests or Foreign Currency Excess Exposure is an Eligible Loan Asset and (iii) with respect to each item
of Collateral Portfolio, all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental
Authority or any Person required to be obtained, effected or given by the Borrower in connection with the grant of a security
interest in each item of Collateral Portfolio to the Collateral Agent, for the benefit of the Secured Parties, have been duly
obtained, effected or given and are in full force and effect.


 


(c)       No
Fraud. Each Loan Asset was originated without any fraud or misrepresentation by the Transferor or the Borrower, or, to the
best of the Borrower’s knowledge, on the part of the Obligor.


 


Section
4.03          [Intentionally Omitted].


 


Section
4.04          Representations and Warranties of the Collateral Agent. The Collateral Agent in its individual capacity and as
the Collateral Agent represents and warrants as follows:


 


(a)       Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
the Collateral Agent under this Agreement.


 






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(b)       Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as the Collateral Agent,
as the case may be.


 


(c)       No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms
and provisions of, or constitute (with or without notice or lapse of time or both) a default under any material indenture, contract,
agreement, mortgage, deed of trust, or other instrument to which the Collateral Agent is a party or by which it or any of its
property is bound.


 


(d)       No
Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.


 


(e)       All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Collateral Agent, required in connection with the execution and delivery of this Agreement, the performance
by the Collateral Agent of the transactions contemplated hereby and the fulfillment by the Collateral Agent of the terms hereof
have been obtained.


 


(f)       Validity,
etc. This Agreement constitutes the legal, valid and binding obligation of the Collateral Agent, enforceable against the Collateral
Agent in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles
of equity (whether considered in a suit at law or in equity).


 


Section
4.05          Representations and Warranties of each Lender. Each Lender hereby individually represents and warrants, as to itself,
that it is (a) a non-“U.S. Person” (as defined in Regulation S under the Securities Act) or (b) (i) either a “Qualified
Institutional Buyer” under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined
in Rule 501(a)(1)-(3) or (7) under the Securities Act and (ii) a “qualified purchaser” under the 1940 Act.


 


Section
4.06          Representations and Warranties of the Custodian. The Custodian in its individual capacity and as the Custodian
represents and warrants as follows:


 


(a)       Organization;
Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws
of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as
the Custodian under this Agreement.


 


(b)       Due
Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have
been duly authorized by all necessary association action on its part, either in its individual capacity or as the Custodian, as
the case may be.


 


(c)       No
Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with, result in any breach of its articles of incorporation or bylaws or any of the terms
and provisions of, or constitute (with or without notice or lapse of time or both) a default under any material indenture, contract,
agreement, mortgage, deed of trust, or other instrument to which the Custodian is a party or by which it or any of its property
is bound.


 






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(d)       No
Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment
of the terms hereof will not conflict with or violate, in any respect, any Applicable Law.


 


(e)       All
Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority
applicable to the Custodian, required in connection with the execution and delivery of this Agreement, the performance by the
Custodian of the transactions contemplated hereby and the fulfillment by the Custodian of the terms hereof have been obtained.


 


(f)       Validity,
etc. This Agreement constitutes the legal, valid and binding obligation of the Custodian, enforceable against the Custodian
in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Laws and general principles
of equity (whether considered in a suit at law or in equity).


 


Article
V



GENERAL COVENANTS


 


Section
5.01          Affirmative Covenants of the Borrower.


 


From
the Closing Date until the Collection Date:


 


(a)       Organizational
Procedures and Scope of Business. The Borrower will observe in all material respects all organizational procedures required
by its Constituent Documents and the laws of its jurisdiction of formation. Without limiting the foregoing, the Borrower will
limit the scope of its business to: (i) the acquisition of Eligible Loan Assets and the ownership and management of the Portfolio
Assets and the related assets in the Collateral Portfolio; (ii) the sale, transfer or other disposition of Loan Assets as and
when permitted under the Transaction Documents; (iii) entering into and performing under the Transaction Documents; (iv) consenting
or withholding consent as to proposed amendments, waivers and other modifications of the Loan Agreements to the extent not in
conflict with the terms of this Agreement or any other Transaction Document; (v) exercising any rights (including voting rights
and rights arising in connection with a Bankruptcy Event with respect to an Obligor or the consensual or non-judicial restructuring
of the debt or equity of an Obligor) or remedies in connection with the Loan Assets and participating in the committees (official
or otherwise) or other groups formed by creditors of an Obligor to the extent not in conflict with the terms of this Agreement
or any other Transaction Document; and (vi) engaging in any activity and to exercise any powers permitted to limited liability
companies under the laws of the State of Delaware that are related to the foregoing and necessary, convenient or advisable to
accomplish the foregoing.


 


(b)       Special
Purpose Entity Requirements. The Borrower will at all times: (i) maintain at least one Independent Manager; (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 the Transferor and any other Person; (iv) file its own Tax returns, if any, as may be required under Applicable
Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a
disregarded entity for Tax purposes, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms
of this Agreement; (v) not commingle its assets with assets of any other Person; (vi) conduct its business in its own name and
strictly comply with all organizational formalities to identify it or its assets as separate from those of any other Person; (vii)
maintain separate financial statements, except to the extent that the financial and operating results of the Borrower are consolidated
with those of FSIC or its Affiliates in consolidated financial statements; provided that (1) appropriate notation
shall be made on such consolidated financial statements to indicate the separateness of the Borrower from FSIC or such Affiliate
and to indicate that the assets and credit of the Borrower are not available to satisfy the debts and other obligations of FSIC
or such Affiliate or any other Person, and (2) such assets shall also be listed on the separate balance sheet of the Borrower;
(viii) pay its own liabilities only out of its own funds; (ix) except for capital contributions or capital distributions
permitted under the terms and conditions of its organizational document and properly reflected on its books and records, not enter
into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties
in an arm’s-length transaction; (x) pay the salaries of its own employees, if any; (xi) not hold out its credit or assets
as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead for shared office space;
(xiii) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person;
(xiv) correct any known misunderstanding regarding its separate identity; (xv) maintain adequate capital in light of its contemplated
business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvi) not acquire
the obligations or any securities of its Affiliates; and (xvii) cause its shareholders, partners, managers, directors, officers,
agents and other representatives to act, at all times with respect to it, consistently and in furtherance of the foregoing and
in its best interests.


 






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(c)       Preservation
of Company Existence. The Borrower will preserve and maintain its limited liability company existence, rights, franchises
and privileges in the jurisdiction of its formation, and qualify and, except where failure could reasonably be expected to result
in a Material Adverse Effect, remain in good standing as a limited liability company under the laws of the State of Delaware,
and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited liability company in any other
state in which it is required to so qualify under Applicable Law.


 


(d)       Compliance
with Legal Opinions. The Borrower shall take all other actions necessary to maintain the accuracy of the factual assumptions
set forth in the legal opinions of Clifford Chance US LLP as counsel to the Borrower, issued in connection with the Purchase and
Contribution Agreement and relating to the issues of substantive consolidation and “true contribution” or “true
sale” of the Loan Assets.


 


(e)       Deposit
of Collections. The Borrower shall promptly (but in no event later than two Business Days after receipt) deposit or cause
to be deposited into the Collection Account any and all Collections received by the Borrower, the Collateral Manager or any of
their Affiliates.


 


(f)       Compliance
With Loan Agreements. The Borrower will act in conformity with all material terms and conditions of the Loan Agreements and
Required Loan Documents.


 


(g)       Disclosure
of Purchase Price. The Borrower shall disclose to the Administrative Agent for each Loan Asset proposed to be acquired by
the Borrower pursuant to the terms of the Purchase and Contribution Agreement.


 


(h)       Obligor
Defaults and Bankruptcy Events. The Borrower shall give, or shall cause the Collateral Manager to give, notice to the Administrative
Agent within two Business Days of the Borrower’s, or the Collateral Manager’s actual knowledge of the occurrence of
any payment default by an Obligor under any Loan Asset or any Bankruptcy Event with respect to any Obligor under any Loan Asset.


 


(i)       Required
Loan Documents. The Borrower shall deliver to the Custodian a hard copy or electronic copy of the Required Loan Documents
and the Loan Asset Checklist pertaining to each Loan Asset within five Business Days of the Cut-Off Date pertaining to such Loan
Asset.


 






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(j)       Taxes.
The Borrower will file or cause to be filed all Tax returns required to be filed by it, if any, and pay any and all Taxes imposed
on it or its property as required by the Transaction Documents except for those Taxes that the Borrower contests in good faith
by appropriate proceedings and in respect of which the Borrower establishes proper reserves on its books.


 


(k)       Notice
of Event of Default. The Borrower shall notify the Administrative Agent, the Collateral Agent and each Lender Agent of the
occurrence of any Event of Default under this Agreement promptly upon, and in any event within two Business Days of, obtaining
actual knowledge of such event. In addition, no later than two Business Days following the Borrower’s knowledge or notice
of the occurrence of any Event of Default or Unmatured Event of Default, the Borrower will provide to the Administrative Agent
(with a copy to the Collateral Agent and each Lender Agent) a written statement of a Responsible Officer of the Borrower setting
forth the details of such event and the action that the Borrower proposes to take with respect thereto.


 


(l)       Notice
of Material Events. The Borrower shall promptly notify the Administrative Agent (with a copy to the Collateral Agent and each
Lender Agent) of any event or other circumstance that is reasonably likely to have a Material Adverse Effect.


 


(m)       Notice
of Value Adjustment Events. The Borrower shall promptly (but in no event later than two Business Days after any Authorized
Officer of the Borrower receives notice or obtains actual knowledge thereof) notify the Administrative Agent (with a copy to the
Collateral Agent and each Lender Agent) of the occurrence of any Value Adjustment Event.


 


(n)       Notice
of Income Tax Liability. The Borrower shall furnish to the Administrative Agent and each Lender Agent telephonic or facsimile
notice within 10 Business Days (confirmed in writing within five Business Days thereafter) of the receipt of revenue agent reports
or other written proposals, determinations or assessments of the Internal Revenue Service or any other taxing authority which
propose, determine or otherwise set forth positive adjustments (i) to the Tax liability of FSIC or any “affiliated group”
(of which FSIC is a member) in an amount equal to or greater than $5,000,000 in the aggregate, or (ii) to the Tax liability of
the Borrower itself in an amount equal to or greater than $500,000 in the aggregate. Any such notice shall specify the nature
of the items giving rise to such adjustments and the amounts thereof.


 


(o)       Notice
of Auditors’ Management Letters. The Borrower shall promptly notify the Administrative Agent (with a copy to the Collateral
Agent and each Lender Agent) after the receipt of any auditors’ management letters received by the Borrower or by its accountants.


 


(p)       Notice
of Breaches of Representations and Warranties under this Agreement. The Borrower shall promptly, upon receipt of notice or
discovery thereof, notify the Administrative Agent and each Lender Agent if any representation or warranty set forth in Section
4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver
to the Collateral Agent, the Administrative Agent and the Lender Agents a written notice setting forth in reasonable detail the
nature of such facts and circumstances.


 


(q)       Notice
of Breaches of Representations and Warranties under the Purchase and Contribution Agreement. The Borrower shall, upon receipt
of notice or discovery thereof, promptly send to the Administrative Agent, each Lender Agent and the Collateral Agent a notice
of (i) any breach of any representation, warranty, agreement or covenant under the Purchase and Contribution Agreement or (ii)
any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach.


 


(r)       [Intentionally
Omitted].


 






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(s)       Notice
of ERISA Reportable Events. The Borrower shall promptly notify the Administrative Agent and each Lender Agent in the event
the Borrower or an ERISA Affiliate of the Borrower is expected to maintain or contribute to, or having an obligation to maintain
or contribute to, a Multiemployer Plan or Pension Plan.


 


(t)       Notice
of Benefit Plan Investor Status or Prohibited Transaction. The Borrower shall promptly notify the Administrative Agent and
each Lender in the event the Borrower becomes a Benefit Plan Investor or a Governmental Plan or, in the event the Borrower becomes
subject to state statutes regulating investments of or fiduciary obligations with respect to such Governmental Plans or to state
statutes that impose prohibitions similar to those contained in Section 406 of ERISA or Section 4975 of the Code or in the event
the Borrower has knowledge that this Agreement or any other action or transaction in connection with this Agreement or any other
Transaction Document will constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or a non-exempt violation of Similar Law.


 


(u)       Notice
of Accounting Changes. As soon as possible and in any event within five Business Days after the effective date thereof, the
Borrower will provide to the Administrative Agent notice of any material change in the accounting policies of the Borrower.


 


(v)       Additional
Documents. The Borrower shall provide the Administrative Agent and each Lender Agent with copies of such documents as the
Administrative Agent or any Lender Agent may reasonably request evidencing the truthfulness of the representations set forth in
this Agreement.


 


(w)       Protection
of Security Interest. With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such
Collateral Portfolio pursuant to and in accordance with the terms of the Purchase and Contribution Agreement or such other similar
agreement, as applicable, (ii) take all action necessary to perfect, protect and more fully evidence the Borrower’s
ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including,
without limitation executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii)
permit the Administrative Agent or any Lender Agent or their respective agents or representatives to visit the offices of the
Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records
and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees
of the Borrower having knowledge of such matters, and (iv) duly execute and deliver such further instruments and documents and
take all additional action that the Administrative Agent, any Lender Agent or the Collateral Agent may reasonably request to perfect,
protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in
the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective
rights hereunder.


 


(x)       Liens.
The Borrower will promptly notify the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) of the
existence of any Lien on the Collateral Portfolio (other than Permitted Liens) and the Borrower shall defend the right, title
and interest of the Collateral Agent, for the benefit of the Secured Parties, in, to and under the Collateral Portfolio against
all claims of third parties.


 


(y)       [Intentionally
Omitted].


 


(z)       Compliance
with Applicable Law. The Borrower shall at all times (i) comply in all material respect with all Applicable Law applicable
to the Borrower or any of its assets (including, without limitation, Environmental Laws, and all federal securities laws), (ii) do
or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses
material to its business except where non-compliance could reasonably be expected to have a Material Adverse Effect, and (iii) maintain
in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower and its directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 






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(aa)          Proper
Records. The Borrower shall at all times keep proper books of records and accounts in which full, true and correct entries
shall be made of its transactions in accordance with GAAP and set aside on its books from its earning for each fiscal year all
such proper reserves in accordance with GAAP. The Borrower shall account for transfers under the Purchase and Contribution Agreement
as “true sales” or “true contributions” of such Loan Assets in its books, records and financial statements.


 


(bb)          Satisfaction
of Obligations. The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all its obligations of whatever nature (and with respect to one or more agreements for borrowed money to which
it is a party, in an amount in excess of $500,000), except where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.


 


(cc)          Tax
Treatment. The Borrower and FSIC shall treat the Advances advanced hereunder as indebtedness of the Borrower for U.S. Federal
income tax purposes and to file any and all tax forms in a manner consistent therewith.


 


(dd)          Obligor
Notification Forms. The Borrower shall furnish the Collateral Agent and the Administrative Agent with an appropriate power
of attorney to send (at the Administrative Agent’s discretion on the Collateral Agent’s behalf, while an Event of
Default is Continuing or following the Termination Date) Obligor notification forms to give notice to the Obligors of the Collateral
Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative Agent
on the Collateral Agent’s behalf.


 


(ee)          Officer’s
Certificate. On or before March 31st of each calendar year, the Borrower shall deliver an Officer’s Certificate,
in form and substance acceptable to the Administrative Agent, providing (i) a certification, based upon a review and summary of
UCC search results, that there is no other interest in the Collateral Portfolio perfected by filing of a UCC financing statement
other than in favor of the Collateral Agent and (ii) a certification, based upon a review and summary of tax and judgment lien
searches satisfactory to the Administrative Agent, that there is no other interest in the Collateral Portfolio based on any tax
or judgment lien.


 


(ff)          Continuation
Statements. The Borrower shall, not earlier than six months and not later than three months prior to the fifth anniversary
of the date of filing of the financing statement referred to in Schedule I hereto or any other financing statement filed
pursuant to this Agreement or in connection with any Advance hereunder, unless the Collection Date shall have occurred:


 


(i)        authorize
and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; and


 


(ii)       at
the request of the Administrative Agent, deliver or cause to be delivered to the Collateral Agent, the Administrative Agent and
the Lender Agents an opinion of the counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative
Agent, confirming and updating the opinion delivered pursuant to Schedule I with respect to perfection and otherwise to
the effect that the security interest hereunder continues to be an enforceable and perfected security interest, subject to no
other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary
assumptions, limitations and exceptions.


 






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(gg)    Disregarded
Entity Status. The Borrower shall take any and all action required to preserve and maintain its status as a disregarded entity
owned by FSIC for U.S. Federal tax purposes.


 


(hh)    KYC
Requirements. The Borrower shall provide all documentation and other information reasonably requested by the Administrative
Agent, the Custodian, the Account Bank and each Lender Agent in their sole discretion or required by regulatory authorities with
respect to the Borrower and FSIC under applicable “know your customer” and anti-money laundering rules and regulations,
including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent
and each other recipient party.


 


(ii)       Special
Event. If either (A) a Governmental Authority with the authority to determine the permissibility of the Lenders’ making
Advances hereunder or the appropriateness of the accounting or regulatory capital treatment thereof asserts (or indicates that
it intends to assert) that (i) the Borrower is (or may be deemed) a “covered fund” under the Volcker Rule, and (ii)
the terms of this Agreement create an ownership interest (as defined in the Volcker Rule) in the Borrower or (B) the Administrative
Agent has reasonably determined that an event of the type described in the foregoing subclause (A) of this Section
5.01(hh) will, with notice or lapse of time, occur (collectively, a “Special Event”), then (1) the
Administrative Agent shall deliver to the Borrower a written notice of the occurrence of a Special Event (“Special Event
Notice”), (2) within 5 Business Days of the Borrower’s receipt of a Special Event Notice, the Borrower shall
deliver a written notice to the Administrative Agent, certifying that the Borrower is committed to taking all actions necessary
(including amending any Transaction Documents or selling Loan Assets in a manner proposed by or otherwise acceptable to the Borrower,
in each case, to eliminate all facts and circumstances that gave rise to the Special Event as soon as possible and in any event
within 30 days of the date of the Special Event Notice (or such later date as the Administrative Agent in its sole discretion
may permit), and (3) within 30 days of the Borrower’s receipt of a Special Event Notice (or such later date as the Administrative
Agent in its sole discretion may permit), (i) the Borrower shall deliver a certificate to the Administrative Agent certifying
that the Borrower has completed all actions set forth in its initial certificate under this Section
5.01(hh) and (ii) the facts and circumstances that gave rise to the Special Event have been eliminated or cured in
a manner reasonably acceptable to the Administrative Agent. The failure of the Borrower to deliver a certificate under clause
(2) or clause (3) above shall constitute a breach of this Section 5.01(hh).


 


Section
5.02          Negative Covenants of the Borrower.


 


From
the Closing Date until the Collection Date:


 


(a)       Special
Purpose Entity Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation
of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions to be performed
under the Transaction Documents or with respect to the Loan Assets or, in each case, as may be necessary or appropriate in connection
therewith; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents;
(iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person,
except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents; (v) create,
form or otherwise acquire any Subsidiaries or (vi) release, sell, transfer, convey or assign any Loan Asset unless in accordance
with the Transaction Documents.


 


(b)       Requirements
for Material Actions. The Borrower shall at all times maintain at least one Independent Director, shall not fail to provide
(and at all times the Borrower’s organizational documents shall reflect) that the unanimous consent of all members (including
the consent of the Independent Director) is required for the Borrower to commence a Bankruptcy Proceeding.


 






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(c)       Protection
of Title. The Borrower shall not take any action which would directly or indirectly impair or adversely affect the Borrower’s
title to the Collateral Portfolio.


 


(d)       Transfer
Limitations. The Borrower shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose
of, or pledge or hypothecate, directly or indirectly, any interest in the Collateral Portfolio to any person other than the Collateral
Agent for the benefit of the Secured Parties, or engage in financing transactions or similar transactions with respect to the
Collateral Portfolio with any person other than the Administrative Agent and the Lenders, in each case, except as otherwise expressly
permitted by the terms of this Agreement.


 


(e)       Liens.
The Borrower shall not create, incur, or permit to exist, any lien, encumbrance or security interest in or on any of the Collateral
Portfolio subject to the security interest granted by the Borrower pursuant to this Agreement, other than Permitted Liens.


 


(f)       Merger,
Acquisitions, Sales, etc. The Borrower shall not change its organizational structure, amend, modify or terminate any of its
Constituent Documents, enter into any transaction of merger or consolidation or amalgamation, or asset sale (other than pursuant
to Section 2.07), or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or permit
the same to occur without the prior written consent of the Administrative Agent.


 


(g)       Use
of Proceeds. The Borrower shall not use the proceeds of any Advance other than (i) to finance the purchase by the Borrower,
on a “true sale” basis, or origination, of Collateral Portfolio, (ii) to pay fees and expenses in connection with
the transactions contemplated under this Agreement, (iii) to fund the Unfunded Exposure Account in order to establish reserves
for unfunded commitments of Revolving Loan Assets and Delayed Drawdown Loan Assets included in the Collateral Portfolio or (iv)
to pay Restricted Junior Payments.


 


(h)       Limited
Assets. The Borrower shall not hold or own any assets that are not part of the Collateral Portfolio or rights under the Transaction
Documents (other than Excluded Amounts and Retained Interests).


 


(i)       Tax
Treatment. The Borrower shall not elect to be treated as an entity other than a disregarded entity for U.S. Federal tax purposes
and shall take all reasonable steps necessary to avoid being treated as an entity other than a disregarded entity for U.S. Federal
tax purposes. The Borrower shall not take any action that would cause it to be or become subject to U.S. Federal, state or local
Tax on a net income tax basis.


 


(j)       Extension
or Amendment of Collateral Portfolio. The Borrower will not, except as otherwise permitted in Section 6.03(a) of this
Agreement and in accordance with the Servicing Standard, extend, amend or otherwise modify the terms of any Loan Asset (including
the Related Collateral).


 


(k)       Purchase
and Contribution Agreement. The Borrower will not amend, modify, waive or terminate any provision of the Purchase and Contribution
Agreement without the prior written consent of the Administrative Agent.


 


(l)       Restricted
Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that (i) so long as the Termination Date
has not been declared or automatically occurred and no Event of Default or Unmatured Event of Default is Continuing or would result
therefrom the Borrower may declare and make Restricted Junior Payments to the FSIC (as the sole holder of its membership interests),
and (ii) the Borrower may make RIC Distributions pursuant to and in the manner contemplated under Section 2.04.


 






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(m)       ERISA
Matters. The Borrower will not (a) engage, and will exercise its best efforts not to permit any ERISA Affiliate of the Borrower
to engage, in any prohibited transaction (within the meaning of ERISA Section 406 or Code Section 4975) for which an
exemption is not available or has not previously been obtained from the United States Department of Labor or in any non-exempt
violation of Similar Law except as would not reasonably be expected to result in a Material Adverse Effect, or (b) maintain or
contribute to, or have an obligation to maintain or contribute to, a Multiemployer Plan or Pension Plan, and will not permit any
ERISA Affiliate of the Borrower to maintain or contribute to, or have an obligation to maintain or contribute to, a Multiemployer
Plan or Pension Plan.


 


(n)       Instructions
to Obligors. The Borrower will not make any change, or permit the Collateral Manager to make any change, in its instructions
to Obligors, agent banks or administrative agents on the Loan Assets regarding payments to be made with respect to the Collateral
Portfolio to the Collection Account, unless the Administrative Agent has consented to such change.


 


(o)       Change
of Jurisdiction, Location, Names or Location of Loan Asset Files. The Borrower shall not change the jurisdiction of its registration,
make any change to its name or use any tradenames, fictitious names, assumed names, “doing business as” names or other
names unless, prior to the effective date of any such change in the jurisdiction of its formation, name change or use, the Borrower
receives prior written consent from the Administrative Agent of such change and delivers to the Administrative Agent such financing
statements as the Administrative Agent may request to reflect such name change or use, together with such Opinions of Counsel
as may be requested by the Administrative Agent, promptly upon issue, a copy of any certificate of change of name issued by the
Secretary of State of the State of Delaware, and other documents and instruments as the Administrative Agent may request in connection
therewith.


 


(p)       Allocation
of Charges. The Borrower shall not have or enter into any agreement or understanding with the Collateral Manager (other than
as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations
to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.


 


(q)       Anti-Bribery
and Corruption; Anti-Money Laundering; Sanctions. The Borrower shall not use the proceeds of any Advance, directly or indirectly,
for any payments that would constitute a violation of any applicable anti-bribery law. The Borrower shall not, directly or indirectly,
(i) use the proceeds of any Advance, or (ii) lend, contribute or otherwise make available the proceeds of any Advance to any of
its Affiliates, any director, officer, employee, or agent of the Borrower or any of its Affiliates, or any joint venture partner
or other Person, in any manner that would result in a violation of any Anti-Money Laundering Laws by any Person, including any
Person participating in the Advances, whether as underwriter, advisor, investor or otherwise. The Borrower shall not, directly
or indirectly, use the proceeds of any Advance, or lend, contribute or otherwise make available such proceeds to any of its Affiliates
or any joint venture partner or other Person, (x) to fund any activities or business of or with any Person who is, to the knowledge
of the Borrower, at the time of such funding, the target of Sanctions or located in any Sanctioned Jurisdiction, or (y) in any
other manner that, to the knowledge of the Borrower, would constitute or result in a violation of Sanctions by any Person (including
any Person participating in any Advance, whether as underwriter, advisor, investor or otherwise).


 


Section
5.03          [Intentionally Omitted].


 


Section
5.04          [Intentionally Omitted].


 






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Section
5.05          Affirmative Covenants of the Collateral Agent.


 


From
the Closing Date until the Collection Date:


 


(a)       Compliance
with Applicable Law. The Collateral Agent shall at all times (i) comply with all Applicable Law including those with
respect to servicing the Collateral Portfolio or any part thereof (including, without limitation, Environmental Laws, and all
federal securities laws), (ii) do or cause to be done all things necessary to preserve and maintain in full force and effect
its legal existence, and all licenses material to its business, and (iii) maintain in effect and enforce policies and procedures
designed to ensure compliance by the Collateral Agent and its directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions.


 


(b)       Preservation
of Existence. The Collateral Agent will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each jurisdiction unless the failure to obtain and maintain
such foreign qualifications could not reasonably be expected to have a Material Adverse Effect.


 


Section
5.06          Negative Covenants of the Collateral Agent. From the Closing Date until the Collection Date, the Collateral Agent
will not (i) make any changes to the Collateral Management Expenses or (ii) amend the fees payable to it pursuant to the Account
Bank and Custodian Fee Letter, without the prior written consent of the Administrative Agent.


 


Section
5.07          Affirmative Covenants of the Custodian.


 


From
the Closing Date until the Collection Date:


 


(a)       Compliance
with Applicable Law. The Custodian shall at all times (i) comply with all Applicable Law including those with respect
to servicing the Collateral Portfolio or any part thereof (including, without limitation, Environmental Laws, and all federal
securities laws), (ii) do or cause to be done all things necessary to preserve and maintain in full force and effect its
legal existence, and all licenses material to its business, and (iii) maintain in effect and enforce policies and procedures
designed to ensure compliance in all material respects by the Custodian and its directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions.


 


(b)       Preservation
of Existence. The Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each jurisdiction unless the failure to obtain and maintain
such foreign qualifications could not reasonably be expected to have a Material Adverse Effect.


 


(c)       Location
of Required Loan Documents. Subject to Article XII of this Agreement, the Required Loan Documents shall remain at all
times in the possession of the Custodian at its address located at _______________ unless notice of a different address is given
in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Required Loan Documents to be released
to the Borrower on a temporary basis in accordance with the terms hereof, except as such Required Loan Documents may be released
pursuant to the terms of this Agreement.


 


Section
5.08          Negative Covenants of the Custodian.


 


From
the Closing Date until the Collection Date:


 


(a)       Required
Loan Documents. The Custodian will not dispose of any documents constituting the Required Loan Documents in any manner that
is inconsistent with the performance of its obligations as the Custodian pursuant to this Agreement and will not dispose of any
Collateral Portfolio except as contemplated by this Agreement.


 






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(b)       No
Changes in Custodian Fees. The Custodian will not amend the fees payable to it pursuant to the Account Bank and Custodian
Fee Letter without the prior written approval of the Administrative Agent and the Borrower.


 


Article
VI



ADMINISTRATION AND SERVICING OF CONTRACTS


 


Section
6.01          Designation of the Collateral Manager. The Borrower has designated FS Investment Corporation, pursuant to the terms
and conditions of the Collateral Management Agreement, as the initial Collateral Manager with the authority to service, administer
and exercise rights and remedies, on behalf of the Borrower, in respect of the Collateral Portfolio. FS Investment Corporation
has accepted such appointment. The Collateral Manager and the Borrower each acknowledge that the Administrative Agent and the
Secured Parties are third party beneficiaries of the obligations undertaken by the Collateral Manager under Collateral Management
Agreement.


 


Section
6.02          Duties of the Collateral Manager. Each of the Borrower, the Administrative Agent, each Lender Agent and each Lender
hereby authorizes the Collateral Manager to take any and all reasonable steps in its name and on its behalf necessary or desirable
in the determination of the Collateral Manager and not inconsistent with the sale of the Collateral Portfolio by the Transferor
to the Borrower under the Purchase and Contribution Agreement and, thereafter, the Pledge by the Borrower to the Collateral Agent
on behalf of the Secured Parties hereunder, to collect all amounts due under any and all Collateral Portfolio, including, endorsing
any of their names on checks and other instruments representing Interest Collections and Principal Collections, executing and
delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Collateral Portfolio and, after the delinquency of any Collateral Portfolio and to
the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof,
to the same extent as the Transferor could have done if it had continued to own such Collateral Portfolio.


 


Section
6.03          Collection of Payments; Accounts.


 


(a)       Collection
Efforts, Modification of Collateral Portfolio. The Borrower will collect, or cause to be collected, all payments called for
under the terms and provisions of the Loan Assets included in the Collateral Portfolio as and when the same become due, all in
accordance with the Servicing Standard. The Borrower may not waive, modify or otherwise vary any provision of an item of Collateral
Portfolio (or suffer or permit to occur any of the foregoing by any Person, including the Collateral Manager) in any manner contrary
to the Servicing Standard.


 


(b)       Acceleration.
If consistent with the Servicing Standard, the Borrower shall accelerate or vote to accelerate, as applicable, the maturity of
all or any Scheduled Payments and other amounts due under any Loan Asset promptly after such Loan Asset becomes defaulted.


 


(c)       Taxes
and other Amounts. The Borrower will collect all payments with respect to amounts due for Taxes, assessments and insurance
premiums relating to each Loan Asset to the extent required to be paid to the Borrower for such application under the applicable
Loan Agreement and remit such amounts to the appropriate Governmental Authority or insurer as required by the Loan Agreements.


 


(d)       Payments
to Collection Account. On or before the applicable Cut-Off Date, the Borrower shall have instructed all Obligors, administrative
agents or other agents with respect to a Loan Asset to make all payments in respect of the Collateral Portfolio directly to the
Collection Account; provided that, the Borrower is not required to so instruct any Obligor which is solely a guarantor
or other surety (or an Obligor that is not designated as the “lead borrower” or another such similar term) unless
and until the Borrower calls on the related guaranty or secondary obligation.


 






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(e)       Collection
Account. Each of the parties hereto hereby agrees that (i) the Collection Account is intended to be a “securities
account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and in the Account Control
Agreement, prior to the delivery of a Notice of Exclusive Control, the Borrower shall be entitled to exercise the rights that
comprise each Financial Asset held in the Collection Account and have the right to direct the disposition of funds in the Collection
Account; provided that after the delivery of a Notice of Exclusive Control, such rights shall be exclusively held by the
Collateral Agent (acting at the direction of the Administrative Agent). Each of the parties hereto hereby agrees to cause the
Account Bank (or other securities intermediary) that holds any money or other property for the Borrower in the Collection Account
to agree with the parties hereto that (A) the Collection Account is a “securities account” within the meaning of the
UCC, the cash and other property credited thereto is to be treated as a Financial Asset under Article 8 of the UCC, (B) regardless
of any provision in any other agreement, for purposes of the UCC, with respect to the Collection Account, New York shall be deemed
to be the Account Bank’s (or other securities intermediary’s) jurisdiction (within the meaning of Section 8-110
of the UCC), and (C) it shall comply with all entitlement orders and all directions to dispose of funds in the Collection Account
in each case without further consent of the Borrower. To the extent that the Collection Account is re-characterized as a “deposit
account” (within the meaning of Section 9-102(a)(29) of the UCC), New York shall be deemed to be the “bank’s
jurisdiction” (within the meaning of Section 9-304(b) of the UCC), the Account Bank shall be the “bank” and
the Collateral Agent shall be the bank’s “customer” (within the meaning of Section 9-104 of the UCC). All securities
or other property underlying any Financial Assets credited to the Collection Account in the form of securities or instruments
shall be registered in the name of the Account Bank or if in the name of the Borrower or the Collateral Agent, Indorsed to the
Account Bank, Indorsed in blank, or credited to another securities account maintained in the name of the Account Bank, and in
no case will any Financial Asset credited to the Collection Account be registered in the name of the Borrower, payable to the
order of the Borrower or specially Indorsed to the Borrower, except to the extent the foregoing have been specially Indorsed to
the Account Bank or Indorsed in blank.


 


(f)       Loan
Agreements. Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to
a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Account Bank,
the Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the
Borrower, or the grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in
a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower
under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with
any applicable requirements of or restrictions on transfer (including any necessary consents). The Custodian shall hold any Instrument
delivered to it evidencing any Loan Asset granted to the Collateral Agent hereunder as custodial agent for the Collateral Agent
in accordance with the terms of this Agreement.


 


(g)       Adjustments.
If (i) a deposit is made into the Collection Account in respect of an Interest Collection or a Principal Collection of a Loan
Asset and such Interest Collection or Principal Collection in the form of a check that is not honored for any reason or (ii) the
Borrower makes a mistake with respect to the amount of any Interest Collection or Principal Collection and deposits an amount
that is less than or more than the actual amount of such Interest Collection or Principal Collection, the Borrower shall appropriately
adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Scheduled
Payment in respect of which a dishonored check is received shall be deemed not to have been paid.


 






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Section
6.04          Realization Upon Loan Assets. The Borrower will use reasonable efforts consistent with the Servicing Standard to
foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Related Collateral relating to
a defaulted Loan Asset as to which no satisfactory arrangements can be made for collection of delinquent payments. The Borrower
will comply with the Servicing Standard and Applicable Law in realizing upon such Related Collateral, and employ practices and
procedures including reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors foreclosing
upon, repossessing and causing the sale of such Related Collateral at public or private sale in circumstances other than those
described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent has specifically
given instruction to the contrary, the Borrower may cause the sale of any such Related Collateral to its Affiliates for a purchase
price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Borrower
delivered to the Administrative Agent setting forth the Loan Asset, the Related Collateral, the sale price of the Related Collateral
and certifying that such sale price is the fair value of such Related Collateral. In any case in which any such Related Collateral
has suffered damage, the Borrower will not expend funds in connection with any repair or toward the foreclosure or repossession
of such Related Collateral unless it reasonably determines at the time of such expenditure that such repair and/or foreclosure
or repossession will increase the Recoveries by an amount greater than the amount of such expenses. The Borrower will remit to
the Collection Account the Recoveries received in connection with the sale or disposition of Related Collateral relating to a
Defaulted Loan Asset.


 


Section
6.05          Reports to the Administrative Agent; Account Statements.


 


(a)       Notice
of Borrowing; Borrowing Base Certificate. On each Advance Date and on each reduction of Advances Outstanding pursuant to Section
2.17, the Borrower will provide a Notice of Borrowing, a Notice of Reduction or a Termination/Reduction Notice, as applicable,
updated as of such date, to the Administrative Agent and each Lender Agent (with a copy to the Collateral Agent). On each Advance
Date, the Borrower will provide a Borrowing Base Certificate, updated as of such date, to the Administrative Agent and each Lender
Agent (with a copy to the Collateral Agent). On each date that the Assigned Value of an Eligible Loan Asset is changed, the Borrower
will deliver an adjusted Borrowing Base Certificate to the Administrative Agent and each Lender Agent.


 


(b)       Servicing
Report. On each Reporting Date, the Borrower will, and will direct the Collateral Manager to, provide to each Lender Agent,
the Administrative Agent and the Collateral Agent, a monthly report determined as of the most recent Determination Date including
(A)(i) on each Reporting Date with respect to Loan Assets in the Collateral Portfolio that have at least two readily available
Observable Market Prices, and (ii) on each Reporting Date immediately preceding a Payment Date with respect to all Loan Assets
in the Collateral Portfolio, an updated Observable Market Price or Quoted Price on such Loan Assets, in each case as at the most
recent Determination Date, and (B) on each Reporting Date, (i) a Borrowing Base Certificate, (ii) a Loan Tape, (iii) the Interest
Coverage Test, (iv) the Collateral Quality Tests, (v) the Foreign Currency Excess Tests, (vi) if such Reporting Date precedes
a Payment Date, amounts to be remitted pursuant to Section 2.04 to the applicable parties (which shall include any applicable
wiring instructions of the parties receiving payment), and (vii) a certification by such Responsible Officer that no Event of
Default or Unmatured Event of Default is Continuing (or describing in detail any such Event of Default or Unmatured Event of Default)
and is continuing (such monthly report, a “Servicing Report”), with respect to related calendar month signed
by a Responsible Officer of the Collateral Manager and the Borrower and substantially in the form of Exhibit K.


 






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(c)       [Intentionally
Omitted].


 


(d)       [Intentionally
Omitted].


 


(e)       Financial
Statements. The Borrower will direct the Collateral Manager to submit to the Administrative Agent, each Lender Agent and the
Collateral Agent, (i) within 60 days after the end of each of its first three fiscal quarters of each fiscal year of FSIC, commencing
December 31, 2016, consolidated unaudited financial statements of FSIC for the most recent fiscal quarter, and (ii) within 90
days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2016, consolidated audited financial
statements (balance sheet, income statement and notes) of FS Investment Corporation audited by a firm of nationally recognized
independent public accountants, as of the end of such fiscal year.


 


(f)       Tax
Returns. Upon request by the Administrative Agent, the Borrower shall deliver, copies of all federal, state and local tax
returns and reports filed by the Borrower, or in which the Borrower was included on a consolidated or combined basis (excluding
sales, use and similar Taxes).


 


(g)       Obligor
Financial Statements; Valuation Reports; Other Reports. The Borrower will, and will direct the Collateral Manager to, deliver
to the Administrative Agent with respect to each Obligor (i) prior to making an Advance with respect thereto, three years’
historical audited or unaudited financial statements (or such period as is then available) and related information and a copy
of the Underwriting Memoranda utilized by the Transferor or the Borrower, as applicable, in evaluating and approving such Loan
Asset for investment, (ii) to the extent received pursuant to the related Loan Agreements, the complete financial reporting
package with respect to such Obligor and with respect to each Loan Asset for such Obligor (including any financial statements,
management discussion and analysis, executed covenant compliance certificates and related covenant calculations with respect to
such Obligor and with respect to each Loan Asset for such Obligor) provided quarterly by such Obligor, which delivery shall be
made within 10 Business Days after receipt thereof as specified in the Loan Agreements, (iii) the annual budget (along with subsequent
changes thereto) with respect to such Obligor, which delivery shall be made within 10 Business Days after receipt thereof as specified
in the related Loan Agreements and (iv) (x) a portfolio update with respect to each Obligor on a quarterly basis, (y) all portfolio
monitoring and servicing reports, if any, provided by the Collateral Manager or any Affiliate of the Borrower during each calendar
quarter with respect to each investment made by the Borrower, which delivery of the foregoing reports shall be made no later than
45 days after the end of each calendar quarter and 90 days after the end of each fiscal year and (z) the related valuation
reports prepared by a third party valuation firm on behalf of the Borrower, on no less than a quarterly basis, subject to customary
non-reliance provisions. Upon demand by the Administrative Agent, the Borrower will provide such other information as the Administrative
Agent may reasonably request with respect to any Obligor.


 


(h)       Amendments
to Loan Assets. The Borrower will deliver to the Administrative Agent, the Lender Agents and the Custodian a copy of any material
amendment, restatement, supplement, waiver or other modification to the Loan Agreement of any Loan Asset (along with any internal
documents prepared by the Borrower or any of its Affiliates and provided to its investment committee in connection with such amendment,
restatement, supplement, waiver or other modification) (i) with respect to any Material Modification, promptly and in any
event within 10 Business Days of request of the Administrative Agent thereof and (ii) with respect to any amendment, restatement,
supplement, waiver or other modification which is not a Material Modification, within 45 days after the end of each quarter end.
Following the occurrence and while an Event of Default is Continuing, the Borrower shall not enter into any amendment, restatement,
supplement or other modification of a Loan Asset (including, without limitation, in respect of a restructuring agreement, a prepackaged
plan or another document related to a restructuring arrangement), or any consent or waiver with respect to a Loan Asset, in each
case without the prior written consent of the Administrative Agent in its sole discretion.


 






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(i)       Website
Access to Information. Notwithstanding anything to the contrary contained herein, information required to be delivered or
submitted to any Secured Party pursuant to Section 5.03(h) and this Article VI shall be deemed to have been delivered
on the date on which such information is posted on a website (including EDGAR/sec.gov) to which the Administrative Agent and Lender
Agents have access or upon receipt of such information through e-mail or another delivery method acceptable to the Administrative
Agent.


 


Section
6.06          Annual Independent Public Accountant’s Servicing Reports.
The Borrower will cause a firm of nationally recognized independent public accountants (who may also render other services to
the Borrower) to furnish to the Administrative Agent on or before October 31st of each year, commencing with October
31, 2017, a report covering such fiscal year to the effect that such accountants have applied certain agreed-upon procedures (a
copy of which procedures are attached hereto as Schedule III, it being understood that the Borrower and the Administrative
Agent will provide an updated Schedule III reflecting any further amendments to such Schedule III prior to the issuance
of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule III) to certain
documents and records relating to the Collateral Portfolio under any Transaction Document, compared the information contained
in the Servicing Reports and the Borrower’s Certificates delivered during the period covered by such report with such documents
and records and that no matters came to the attention of such accountants that caused them to believe that such servicing was
not conducted in compliance with this Article VI, except for such exceptions as such accountants shall believe to be immaterial
and such other exceptions as shall be set forth in such statement.


 


Article
VII



EVENTS OF DEFAULT


 


Section
7.01          Events of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


(a)       the
Borrower fails to:


 


(i)       to
make any payment of principal when due hereunder (including the payment of the Redemption Principal Reduction Amount under Section
2.17(a)) or under any other Transaction Document;


 


(ii)      eliminate
any Borrowing Base Deficiency or Foreign Currency Excess Exposure within five Business Days of the occurrence thereof in accordance
with Section 2.06; provided, if during such five Business Day period, the Borrower provides the Administrative
Agent with a detailed plan to cure such Borrowing Base Deficiency or Foreign Currency Excess Exposure in full by no later than
the next Determination Date, which plan is acceptable to the Administrative Agent in its sole and absolute discretion, the Administrative
Agent may elect to forbear to declare the Event of Default under this clause (a)(ii) until the cure date proposed in such
plan; or


 


(iii)     make
payment of outstanding principal of all outstanding Advances, if any, and all Yield and all Fees accrued and unpaid thereon (including
any Call Protection Payment) together with all other Obligations on earlier to occur of the Final Maturity Date and the Termination
Date;


 






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(iv)     make
payment of any other Obligation when due hereunder, whether of Yield on each Payment Date, fees or payment of any other Obligations
under any other Transaction Document when due, and such failure continues unremedied for two Business Days; or


 


(b)       the
Borrower or FSIC defaults (after giving effect to any applicable grace period) in making any payment required to be made under
one or more agreements for borrowed money to which it is a party (x) in an aggregate principal amount in excess of $500,000 for
the Borrower, or (y) in an aggregate principal amount in excess of $25,000,000 for FSIC, or an event of default is declared
under any such facility or under any such agreement for borrowed money to which it is a party (without regard to waivers granted
thereunder), or any other event occurs whose effect is to accelerate such amount of recourse debt (without regard to waivers granted
thereunder), and, in each case, such default is not cured or remedied within the applicable cure period, if any, provided for
under such agreement; or


 


(c)       failure
on the part of the Borrower to duly to observe or perform any covenants or agreements of the Borrower set forth in this Agreement
or the other Transaction Documents to which the Borrower is a party (other than (x) covenants or agreements with respect to which
another clause of this Section 7.01 expressly relates, and (y) failure to meet any of the Concentration Limits or Collateral
Quality Maintenance when tested) and (except for the covenant set forth in Section 5.01(hh), for which no grace period
applies) the same continues unremedied for a period of 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 Borrower
by the Administrative Agent or Collateral Agent, and (ii) the date on which the Borrower acquires knowledge thereof; or


 


(d)       failure
on the part of the Collateral Manager to duly to observe or perform any covenants or agreements of the Collateral Manager set
forth in the Collateral Management Agreement or the other Transaction Documents to which the Collateral Manager is a party (including
the failure to deliver any required Servicing Report), and the same continues unremedied for a period of 10 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 Borrower by the Administrative Agent or Collateral Agent, and (ii) the date on which
the Borrower acquires knowledge thereof; or


 


(e)       the
occurrence of a Bankruptcy Event relating to the Borrower or FSIC; or


 


(f)       the
occurrence of any Change of Control; or


 


(g)       (1)
the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment
of money (x) in an aggregate principal amount in excess of $500,000 for the Borrower, or (y) in an aggregate amount in excess
of $25,000,000 against FSIC, and in each case, the Borrower or FSIC (as applicable) shall not have, within 30 days, either
(i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected
a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal
or (2) the Borrower shall have made a payment of any amount in the settlement of any litigation, claim or dispute (excluding payments
made from insurance proceeds or amounts contributed directly or indirectly by any equity holder); or


 


(h)       
(i) the breach of the Borrower of the covenants set forth in Section 5.01(b)
or Section 5.02(a), or (ii) FSIC shall cease to own, directly or indirectly,
100% of the membership interests in the Borrower; or


 






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(i)       (i)
any Transaction Document, or any Lien or security interest granted thereunder, shall (except in accordance with its terms), in
whole or in part (other than in any immaterial part), terminate, cease to be effective or cease to be the legally valid, binding
and enforceable obligation of the Borrower, the Transferor or the Collateral Manager, (ii) the Borrower, the Transferor or the
Collateral Manager or any Affiliate of any of them shall, directly or indirectly, contest in any manner the effectiveness, validity,
binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or (iii) any security
interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected
security interest except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document;
or


 


(j)       any
failure of the Borrower, the Collateral Manager or any of their agents or representatives (including, without limitation, agents,
representatives and employees of such Persons acting pursuant to authority granted under Section 6.01 hereof) to remit
to Collection Account, Collections with respect to Loan Assets within two Business Days of receipt; or


 


(k)       any
failure on the part of the Borrower, the Transferor or the Collateral Manager to make any payment or deposit (including, with
respect to bifurcation and remittance of Interest Collections and Principal Collections) or any other payment or deposit required
to be made by the terms of the Transaction Documents to any Secured Party, Affected Party or Indemnified Party) or the Borrower,
the Collateral Manager or the Transferor fails to observe or perform any covenant, agreement or obligation with respect to the
management and distribution of funds received with respect to the Collateral Portfolio, in each case, required by the terms of
any Transaction Document (other than Section 2.06) within two Business Days of the day such payment or deposit is required
to be made; or


 


(l)       either
(i) FSIC shall assign its rights or obligations as “Collateral Manager” under the Collateral Management Agreement
to any Person, without the consent of each Lender Agent and the Administrative Agent (as required under the Collateral Management
Agreement), or (ii) the Investment Advisory Agreement is terminated or otherwise no longer in full force and effect or either
the subadvisor referred to in clause (ii) of the defined term Investment Advisory Agreement) as of the Closing Date or an Affiliate
of GSO Debt Funds Management, LLC that is actively engaged in loan asset management, no longer actively serves as “Sub-Advisor”
under such agreement; or


 


(m)       FSIC
(i) ceases to be regulated as a “business development company” under the 1940 Act, or (ii) fails to maintain the Required
Asset Coverage Ratio as at the end of any fiscal quarter, or (iii) fails to maintain a “net asset value” on its financial
statements of at least $400,000,000, measured as of the last day of any fiscal quarter; or


 


(n)       the
Borrower or FSIC shall become required to register as an “investment company” within the meaning of Section 3
of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment
company” pursuant to Section 8 of the 1940 Act (the parties hereto acknowledging that FSIC is regulated as a “business
development company” under the 1940 Act) or the business and other activities of the Borrower or FSIC, including but not
limited to, the acceptance of the Advances by the Borrower made by the Lenders, violate the 1940 Act or the rules and regulations
promulgated thereunder (other than in an immaterial manner); or


 


(o)       the
Borrower or any ERISA Affiliate of the Borrower shall maintain or contribute to, or have an obligation to maintain or contribute
to, a Multiemployer Plan or Pension Plan, or the Internal Revenue Service shall file notice of a lien pursuant to Section 6323
of the Code with regard to any assets of the Borrower or the Transferor and such lien shall not have been released within five
Business Days; or


 






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(p)       any
representation or warranty of the Borrower set forth in Section 4.01(pp) shall prove to have been false or incorrect in
any respect when made or deemed to have been made; or


 


(q)       any
representation, warranty or certification made by the Borrower or FSIC (in any capacity) in any Transaction Document or in any
certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material
Adverse Effect and continues to be unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur
of (A) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower
or FSIC by the Administrative Agent or the Collateral Agent (which shall be given at the direction of the Administrative Agent)
and (B) the date on which a Responsible Officer of the Borrower or FSIC acquires knowledge thereof; or


 


(r)       the
Borrower ceases to have a valid, perfected first priority ownership interest in all of the Collateral Portfolio (subject to Permitted
Liens); or


 


(s)       the
Transferor fails to transfer to the Borrower the applicable Loan Assets and the related Portfolio Assets on an Advance Date; provided
that, the Lenders shall have funded the related Advance, unless the related Advance is repaid in full with accrued and unpaid
Yield thereon within five Business Days; or


 


(t)       the
Borrower makes or attempts to make any assignment of its rights or obligations under this Agreement or any other Transaction Document
without first obtaining the specific written consent of each of the Lenders and the Administrative Agent, which consent may be
withheld by any Lender or the Administrative Agent in its sole and absolute discretion;


 


then
while any such event is Continuing, the Administrative Agent or the Required Lenders, may, by notice to the Borrower, declare
the “Termination Date” to have occurred; provided that, in the case of any event described in Section 7.01(e)
above, the “Termination Date” shall be deemed to have occurred automatically upon the occurrence of such event.
Upon any such declaration or automatic occurrence, (i) the Revolving Period shall end and the Borrower shall cease purchasing
Loan Assets from the Transferor under the Purchase and Contribution Agreement or from any other third party and shall cease originating
Loan Assets, (ii) the Administrative Agent or the Required Lenders may declare the Advances (and any Revolving Notes) to
be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived
by the Borrower) and any other Obligations to be immediately due and payable and (iii) all proceeds and distributions in respect
of the Portfolio Assets shall be distributed by the Account Bank acting at the direction of the Collateral Agent (acting at the
direction of the Administrative Agent) as described in Section 2.04(c) (provided that, the Borrower shall in any
event remain liable to pay such Advances Outstanding and all such amounts and Obligations immediately in accordance with Section
2.04(e)). In addition, upon any such declaration or upon any such automatic occurrence, the Collateral Agent, on behalf of
the Secured Parties and at the direction of the Administrative Agent, shall have, in addition to all other rights and remedies
under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other
Applicable Law, which rights shall be cumulative. The Borrower confirms and agrees that the Collateral Agent, on behalf of the
Secured Parties and at the direction of the Administrative Agent, (or any designee thereof, including, the Collateral Manager),
while an Event of Default is Continuing, shall, at its option, have the sole right to enforce the Borrower’s rights and
remedies under each Assigned Document, but without any obligation on the part of the Administrative Agent, the Lenders, the Lender
Agents or any of their respective Affiliates to perform any of the obligations of the Borrower under any such Assigned Document.
While an Event of Default is Continuing, the Yield Rate shall be increased pursuant to the increase set forth in the definition
of “Applicable Spread,” effective as of the date of the occurrence of such Event of Default, and shall apply while
such Event of Default is Continuing.


 






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Section
7.02          Additional Remedies of the Administrative Agent.


 


(a)       If,
upon the declaration or automatic occurrence of the Termination Date (including, the date on which the Termination Date is declared
(or is deemed to have occurred automatically) pursuant to Section 7.01), the aggregate outstanding principal amount of
the Advances Outstanding, all accrued and unpaid Fees and Yield and any other Obligations are not immediately paid in full, then
the Borrower or the Collateral Agent (acting as directed by the Administrative Agent) or the Administrative Agent, in addition
to all other rights specified hereunder, shall have the right to instruct the Collateral Manager and the Borrower (and if the
Collateral Manager and the Borrower do not as promptly as practicable (and in any event within 10 Business Days or such later
date as the Administrative Agent deems appropriate) effectuate such instruction, then in its own name and as agent for the Lenders
and Lender Agent), to sell (at the Borrower’s expense) in a commercially reasonable manner, in a recognized market (if one
exists) at such price or prices as the Administrative Agent may reasonably deem satisfactory, any or all of the Collateral Portfolio
and apply the proceeds thereof to the Obligations; provided that the Administrative Agent shall have no obligation to take
actions through the Borrower or the Collateral Manager following any Event of Default under Sections 7.01(e), (f)
or (k).


 


(b)       The
parties recognize that it may not be possible to sell all of the Collateral Portfolio on a particular Business Day, or in a transaction
with the same purchaser, or in the same manner because the market for the assets constituting the Collateral Portfolio may not
be liquid. Accordingly, the Administrative Agent may elect, in its sole discretion, the time and manner of liquidating any of
the Collateral Portfolio, and nothing contained herein shall obligate the Administrative Agent to liquidate any of the Collateral
Portfolio on the date the Administrative Agent or the Required Lenders declare the Advances Outstanding hereunder to be immediately
due and payable pursuant to Section 7.01 or to liquidate all of the Collateral Portfolio in the same manner or on the same
Business Day.


 


(c)       If,
following the declaration or automatic occurrence of the Termination Date (including, the date on which the Termination Date is
declared (or is deemed to have occurred automatically), the Collateral Agent (acting as directed by the Administrative Agent)
or the Administrative Agent proposes to sell the Collateral Portfolio or any part thereof in one or more parcels at a public or
private sale, at the request of the Collateral Agent or the Administrative Agent, as applicable, the Borrower and the Collateral
Manager shall make available to (i) the Administrative Agent, on a timely basis, all information relating to the Collateral Portfolio
subject to sale, including, copies of any disclosure documents, contracts, financial statements of the applicable Obligors, covenant
certificates and any other materials requested by the Administrative Agent and (ii) each prospective bidder, on a timely basis,
all reasonable information relating to the Collateral Portfolio subject to sale, including, copies of any disclosure documents,
contracts, financial statements of the applicable Obligors, covenant certificates and any other materials reasonably requested
by each such bidder.


 


(d)       The
Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it (including
the Collateral Manager) will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption
law now or hereafter in force in any locality where any Collateral Portfolio may be situated in order to prevent, hinder or delay
the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral Portfolio or any part thereof,
or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, the Borrower
for itself and all who may at any time claim through or under it (including the Collateral Manager), hereby waives, to the full
extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets
constituting the Collateral Portfolio marshaled upon any such sale, and agrees that the Collateral Agent, or the Administrative
Agent on its behalf, or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the
Collateral Portfolio as an entirety or in such parcels as the Collateral Agent (acting at the direction of the Administrative
Agent) or such court may determine.


 






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(e)       Any
amounts received from any sale or liquidation of the Collateral Portfolio pursuant to this Section 7.02 in excess of the
Obligations will be applied by the Collateral Agent (as directed by the Administrative Agent) in accordance with the provisions
of Section 2.04(c), or as a court of competent jurisdiction may otherwise direct.


 


(f)       The
Administrative Agent, the Lender Agents and the Lenders shall have, in addition to all the rights and remedies provided herein
and provided by applicable federal, state, foreign, and local laws (including, the rights and remedies of a secured party under
the UCC of any applicable state, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim),
all rights and remedies available to the Lenders at law, in equity or under any other agreement between any Lender and the Borrower.


 


(g)       Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.


 


(h)       The
Borrower hereby irrevocably appoints, during the continuance of an Event of Default and at all times following the Termination
Date, each of the Collateral Agent and the Administrative Agent its true and lawful attorney (with full power of substitution)
in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for in
this Agreement, including the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received
hereunder, (ii) to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition
made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other
instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such
attorney (or any substitute) shall lawfully do hereunder and pursuant hereto and (iv) to sign any agreements, orders or other
documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent or
the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering
to the Collateral Agent or the Administrative Agent all proper bills of sale, assignments, releases and other instruments as may
be designated in any such request.


 


Article
VIII



INDEMNIFICATION


 


Section
8.01          Indemnities by the Borrower.


 


(a)       Without
limiting any other rights which the Affected Parties, the Secured Parties, the Administrative Agent, the Lenders, the Lender Agents,
the Collateral Agent, the Account Bank, the Custodian or any of their respective Affiliates may have hereunder or under Applicable
Law, the Borrower hereby agrees to indemnify the Affected Parties, the Secured Parties, Administrative Agent, the Lenders, the
Lender Agents, the Collateral Agent, the Account Bank, the Custodian and each of their respective Affiliates, assigns, officers,
directors, employees, advisors and agents (each, an “Indemnified Party” for purposes of this Article VIII)
from and against any and all damages, losses, claims, liabilities and related out-of-pocket costs and expenses, including attorneys’
fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded
against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement, any of the other Transaction
Documents or in respect of any of the Collateral Portfolio, regardless of whether such matter is initiated by a third party or
by the Borrower or any of its Affiliates or shareholders; provided that Indemnified Amounts shall not be available to an
Indemnified Party to the extent that such damages, losses, claims, liabilities and related costs and expenses are determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from (x) the gross negligence, bad
faith or willful misconduct on the part of such Indemnified Party, or (y) any Loan Assets which are uncollectible solely due to
the Obligor’s financial inability to make payment thereunder. Without limiting the foregoing, the Borrower shall indemnify
each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (except as set forth in clauses
(x) and (y) above):


 






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(i)        any
Loan Asset treated as or represented by the Borrower to be an Eligible Loan Asset which is not at the applicable time an Eligible
Loan Asset, or the purchase by any party or origination of any Loan Asset which violates Applicable Law;


 


(ii)       reliance
on any representation or warranty made or deemed made by the Borrower, the Collateral Manager or any of their respective officers
under or in connection with this Agreement or any Transaction Document, which shall have been false or incorrect in any respect
when made or deemed made or delivered;


 


(iii)      the
failure by the Borrower or the Collateral Manager to comply with any term, provision or covenant contained in this Agreement,
any other Transaction Document or any agreement executed in connection with this Agreement, or with any Applicable Law with respect
to any item of Collateral Portfolio, or the nonconformity of any item of Collateral Portfolio with any such Applicable Law;


 


(iv)      the
failure to vest and maintain vested in the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected
security interest in the Collateral Portfolio, free and clear of any Lien other than Permitted Liens, whether existing at the
time of the related Advance or at any time thereafter;


 


(v)       the
failure to maintain, as of the close of business on each Business Day prior to the earlier to occur of the Revolving Period End
Date or the Termination Date, an amount of Advances Outstanding that is less than or equal to the lesser of (x) the Maximum Facility
Amount, (y) the Borrowing Base and (z) the Maximum Availability on such Business Day;


 


(vi)      on
each Business Day prior to the Collection Date, the occurrence of a Borrowing Base Deficiency or Foreign Currency Excess Exposure
and the same continues unremedied for five Business Days;


 


(vii)     the
failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Loan Assets included in the Collateral
Portfolio or the other Portfolio Assets, whether at the time of any Advance or at any subsequent time;


 


(viii)     any
dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) to the payment of any Loan Asset included
in the Collateral Portfolio (including, a defense based on such Loan Asset (or the Loan Agreement evidencing such Loan Asset)
not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other
claim related to such Collateral Portfolio;


 






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(ix)       any
failure of the Borrower or the Collateral Manager to perform its duties or obligations in accordance with the provisions of the
Transaction Documents to which it is a party or any failure by the Collateral Manager, the Borrower or any Affiliate thereof to
perform its respective duties under any Collateral Portfolio;


 


(x)       any
inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may be
located as a result of the failure of the Borrower or the Transferor to qualify to do business or file any notice or business
activity report or any similar report;


 


(xi)       any
action taken by the Borrower or the Collateral Manager in the enforcement or collection of the Collateral Portfolio which results
in any claim, suit or action of any kind pertaining to the Collateral Portfolio or which reduces or impairs the rights of the
Administrative Agent, any Lender Agent or any Lender with respect to any Loan Asset or the value of any such Loan Asset;


 


(xii)      any
products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort
arising out of or in connection with any Related Collateral or Collateral Portfolio;


 


(xiii)     any
claim, suit or action of any kind arising out of or in connection with Environmental Laws relating to the Borrower or the Collateral
Portfolio, including any vicarious liability;


 


(xiv)     the
failure by the Borrower or FSIC to pay when due any Taxes for which the Borrower or FSIC is liable, including, sales, excise or
personal property Taxes payable in connection with the Collateral Portfolio;


 


(xv)      any
repayment by the Administrative Agent, the Lender Agents, the Lenders or a Secured Party of any amount previously distributed
in payment of Advances or payment of Yield or Fees, in each case which amount the Administrative Agent, the Lender Agents, the
Lenders or a Secured Party believes in good faith is required to be repaid;


 


(xvi)     the
commingling by the Borrower, FSIC or the Collateral Manager of payments and collections required to be remitted to the Collection
Account or the Unfunded Exposure Account with other funds;


 


(xvii)    any
claim, investigation, litigation or proceeding (whether based on contract, tort or other theory, whether brought by a third party
or by the Borrower or the Collateral Manager, and regardless of whether any Indemnified Party is a party thereto) related to this
Agreement or the other Transaction Documents, or the use of proceeds of Advances or the Collateral Portfolio, or the administration
of the Loan Assets by the Borrower or the Collateral Manager;


 


(xviii)   any
failure by the Borrower to give reasonably equivalent value to the Transferor in consideration for the transfer to the Borrower
of any item of Collateral Portfolio or any attempt by any Person to void or otherwise avoid any such transfer under any statutory
provision or common law or equitable action, including any provision of the Bankruptcy Code;


 


(xix)      the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Transaction Documents; or


 






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(xx)       any
failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection
Account within two Business Days of receipt, payments and collections with respect to the Collateral Portfolio remitted to the
Borrower, the Collateral Manager or any such agent or representative.


 


(b)       Any
amounts subject to the indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative
Agent on behalf of the applicable Indemnified Party within 10 Business Days following the Administrative Agent’s written
demand therefor on behalf of the applicable Indemnified Party (and the Administrative Agent shall pay such amounts to the applicable
Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). The Administrative Agent, on behalf
of any Indemnified Party making a request for indemnification under this Section 8.01, shall submit to the Borrower a certificate
setting forth in reasonable detail the basis for and the computations of the Indemnified Amounts with respect to which such indemnification
is requested, which certificate shall be conclusive absent demonstrable error.


 


(c)       If
for any reason the indemnification provided above in this Section 8.01 is unavailable to the Indemnified Party or is insufficient
to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Borrower shall contribute
to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower
on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.


 


(d)       If
the Borrower has made any payments in respect of Indemnified Amounts to the Administrative Agent on behalf of an Indemnified Party
pursuant to this Section 8.01 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified
Party will promptly repay such amounts collected to the Borrower in an amount equal to the amount it has collected from others
in respect of such Indemnified Amounts, without interest.


 


(e)       The
obligations of the Borrower under this Section 8.01 shall survive the resignation or removal of the Administrative Agent,
the Lenders, the Lender Agents, the Collateral Manager, the Collateral Agent, the Account Bank or the Custodian and the termination
of this Agreement.


 


Section
8.02          [Intentionally Omitted].


 


Section
8.03          Waiver of Certain Claims.


 


(a)       To
the extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Party,
on any theory of liability, for special, indirect, consequential, exemplary 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 of the Transaction Documents.


 


(b)       To
the extent permitted by Applicable Law, no Indemnified Party shall assert, and each hereby waives, any claim against any of the
Borrower on any theory of liability, for special, indirect, consequential, exemplary 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 of the Transaction Documents;
provided that nothing contained in this sentence shall limit the indemnification obligations to the extent set forth herein
to the extent such special, indirect, consequential, exemplary or punitive damages are included in any third party claim in connection
with which such Indemnified Party is entitled to indemnification hereunder. Without limiting the provisions of Section 11.13,
no Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
this Agreement or the other Transaction Documents or the transactions contemplated thereby.


 






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Section
8.04          Legal Proceedings. In the event an Indemnified Party becomes involved in any action, claim, or legal, governmental
or administrative proceeding (an “Action”) for which it seeks indemnification hereunder, the Indemnified Party
shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”)
in writing of the nature and particulars of the Action; provided that its failure to do so shall not relieve the Indemnifying
Party of its obligations hereunder except to the extent such failure materially prejudices the rights of the Indemnifying Party.
Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the
Indemnified Party in connection with the Action (subject to the exclusions in Section 8.01(a)), the Indemnifying Party
may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified
Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable
for the out-of-pocket legal fees and expenses of the Indemnified Party after the Indemnifying Party has done so; provided
that, if the Indemnified Party determines in good faith that there may be a conflict between the positions of the Indemnified
Party and the Indemnifying Party in connection with the Action, or that the Indemnifying Party is not conducting the defense of
the Action in a manner reasonably protective of the interests of the Indemnified Party, the reasonable legal fees and expenses
of the Indemnified Party shall be paid by the Indemnifying Party; provided, further, that the Indemnifying Party
shall not, in connection with any one Action or separate but substantially similar or related Actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm
of attorneys (and any required local counsel) for such Indemnified Party, which firm (and local counsel, if any) shall be designated
in writing to the Indemnifying Party by the Indemnified Party. If the Indemnifying Party elects to assume the defense of the Action,
it shall have full control over the conduct of such defense; provided that the Indemnifying Party and its counsel shall,
as reasonably requested by the Indemnified Party or its counsel, consult with and keep them informed with respect to the conduct
of such defense; provided further, that, if any Action asserts any liability of U.S. Bank National Association in its individual
capacity, U.S. Bank National Association shall have the right to retain in its own counsel, at the expense of the Indemnifying
Party, to defend itself in such Action. The Indemnifying Party shall not settle an Action without the prior written consent of
the Indemnified Party unless such settlement provides for the full and unconditional release of the Indemnified Party from all
liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection
with the defense of the Action.


 


Section
8.05          After-Tax Basis. Indemnification under Section 8.01 shall be in an amount necessary to make the Indemnified
Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder,
including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the
Indemnified Party.


 


Article
IX



THE ADMINISTRATIVE AGENT AND THE LENDER AGENTS


 


Section
9.01          The Administrative Agent.


 


(a)       Appointment.
Each Lender Agent and each Secured Party hereby appoints and authorizes the Administrative Agent as its agent hereunder and hereby
further authorizes the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender
Agent and each Secured Party. Each Lender Agent and each Secured Party further authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated
to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth in this Agreement and the Transaction Documents,
which duties and responsibilities shall be administrative in nature only, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or Lender Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the
Administrative Agent, whether or not a default has occurred and is continuing. Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended
to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead,
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 






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(b)       Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Transaction Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The exculpatory provisions of this Agreement shall apply to any such sub-agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent that in has selected with reasonable care.


 


(c)       Administrative
Agent’s Reliance, etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this
Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined
in a final decision by a court of competent jurisdiction. Each Secured Party hereby waives any and all claims against the Administrative
Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates
under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence
or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limiting the foregoing,
the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Transferor), independent
public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and
shall not be responsible for, nor have any duty to ascertain or to inquire as to, any statements, warranties or representations
made in or in connection with this Agreement or any other Transaction Document; (iii) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other
Transaction Documents on the part of the Borrower, the Transferor, or the Collateral Manager or to inspect the property (including
the books and records) of the Borrower, the Transferor, or the Collateral Manager; (iv) shall not be responsible for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents
or any other instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or in respect of
this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate
or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party
or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report
or other document delivered thereunder or in connection therewith; (vii) shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including
electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed or sent by the proper Person and the Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon; and (viii) shall
not have any duty to inquire into the satisfaction of any conditions precedent set forth in this Agreement, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent. In determining compliance with any condition
to the making of an Advance, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent receives notice to the contrary from such Lender or the Lender Agent prior to the making of such loan.


 






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(d)       Actions
by Administrative Agent. The Administrative Agent shall not have any duty to take any discretionary action or exercise any
discretionary power, except discretionary rights and powers expressly contemplated by this Agreement that the Administrative Agent
is required to exercise and only so long as so directed in writing to take such discretionary action by the Lenders or the Lender
Agents. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement
or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender Agents as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and Lender Agents against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any such action, including prepayment
of any related expenses and other protection it requires against any and all costs, expenses and liabilities it may incur in taking
or continuing to take any such discretionary action at the direction of the Required Lenders. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in
accordance with a request or consent of the Lender Agents or as determined by the Administrative Agent to be necessary to comply
with any applicable law, regulation or court order; provided that, notwithstanding anything to the contrary herein, the
Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination
of the Administrative Agent or in the opinion of its counsel, shall be in violation of any Applicable Law or contrary to any provision
of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise, including, for the avoidance of
doubt, any action that may be in violation of the automatic stay or that may affect a forfeiture, modification or termination
of a property interest in violation of any applicable Bankruptcy Laws. In the event the Administrative Agent requests the consent
of a Lender Agent pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive
or negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Lender or Lender
Agent shall be deemed to have declined to consent to the relevant action. The obligations of the Administrative Agent and Lenders
under this Agreement or any other Transaction Document are several and not joint. Failure by any one Lender to perform its obligations
does not affect the obligations (or liability) of the Administrative Agent or any other Lender thereunder.


 


(e)       Notice
of Event of Default or Unmatured Event of Default. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of an Event of Default or Unmatured Event of Default unless the Administrative Agent has received written notice
from a Lender, Lender Agent or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of
Default and stating that such notice is a “Notice of Event of Default” or “Notice of Unmatured Event of Default”,
as applicable. The Administrative Agent shall (subject to Section 9.01(c)) take such action with respect to such Event
of Default or Unmatured Event of Default as may be requested by the Lender Agents acting jointly or as the Administrative Agent
shall deem advisable or in the best interest of the Lender Agents; provided that unless and until the Administrative Agent
has received any such direction from the Lender Agents acting jointly, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to any such Event of Default or Unmatured Event of Default
as it shall deem advisable or in the best interest of the Lenders.


 






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(f)       Credit
Decision with Respect to the Administrative Agent. Each Lender Agent and each Secured Party acknowledges that none of the
Administrative Agent or any of its Affiliates has made any representation or warranty to it, and that no act by the Administrative
Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower, the
Collateral Manager, the Transferor or any of their respective Affiliates or review or approval of any of the Collateral Portfolio,
shall be deemed to constitute any representation or warranty by any of the Administrative Agent or its Affiliates to any Lender
Agent as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each
Lender Agent and each Secured Party represents that it is engaged in making, acquiring or holding commercial loans in the ordinary
course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent, or any
of the Administrative Agent’s sub-agents, or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates,
and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into
this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each Secured Party also acknowledges
that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking
or not taking action under this Agreement and the other Transaction Documents to which it is a party. Each Lender Agent and each
Secured Party hereby agrees that the Administrative Agent shall not have any duty or responsibility to provide and shall not be
liable for the failure to provide any Lender Agent with any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower, the Collateral Manager, the Transferor or their respective
Affiliates which may come into the possession of the Administrative Agent or any of its Affiliates in any capacity.


 


(g)       Indemnification
of the Administrative Agent. Each Lender and each Lender Agent agrees to indemnify the Administrative Agent (to the extent
required to be so reimbursed, but not reimbursed by the Borrower), ratably in accordance with the Pro Rata Share of its related
Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents,
or any action taken or omitted by the Administrative Agent hereunder or thereunder. Without limiting the provisions set forth
herein, each Lender Agent agrees (i) to indemnify the Administrative Agent, ratably in accordance with the Pro Rata Share of its
related Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against the Administrative Agent in any way relating to or arising out of any action taken or omitted by the Administrative
Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Lender Agents and (ii)
to reimburse the Administrative Agent, ratably in accordance with the Pro Rata Share of its related Lender, promptly upon demand
for any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are
incurred in the interests of or otherwise in respect of the Lender Agents or Lenders hereunder and/or thereunder and to the extent
that the Administrative Agent is not reimbursed for such expenses by the Borrower or the Collateral Manager. Indemnification provisions
survive and remain in full force and effect regardless of repayment of the Borrower’s obligations, the expiration or termination
of the Lenders’ commitments, the termination of this Agreement, or the resignation and removal of the Administrative Agent.
In no event shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability,
financial or otherwise, in the performance of its duties under the Transaction Documents or in the exercise of any of its rights
or powers under this Agreement.


 






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(h)       Successor
Administrative Agent. The Administrative Agent may resign at any time, effective upon thirty days’ written notice thereof
to each Lender Agent and the Borrower whether or not a successor has been appointed (the “Resignation Effective Date”),
and may be removed at any time with cause by the Lender Agents acting jointly. Upon any such resignation or removal, the Required
Lenders shall appoint a successor Administrative Agent that qualifies as an Eligible Assignee, subject to the approval of the
Borrower (which approval shall not be (i) unreasonably withheld, conditioned or delayed or (ii) required at any time during the
continuance of an Event of Default or after the declaration or automatic occurrence of the Termination Date). Each Lender Agent
agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Administrative Agent. If
no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent’s giving of notice of resignation or the removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent
which successor Administrative Agent shall be either (x) a commercial bank organized under the laws of the United States or of
any state thereof and have a combined capital and surplus of at least $50,000,000 or (y) an Affiliate of such a bank. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent). Regardless of whether a successor
is appointed as of the Resignation Effective Date, the retiring Administrative Agent shall be discharged from all of its duties
and obligations under this Agreement and the Transaction Documents and except for any indemnity payments owed to the retiring
or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender or Lender Agent directly, until such time, if any, as the Lender or Lender Agents
appoint a successor Administrative Agent as provided for above. Notwithstanding the Resignation Effective Date, the provisions
of this Article IX shall continue to inure to the retiring Administrative Agent’s benefit as to any actions taken
or omitted to be taken by it while it was the Administrative Agent under this Agreement.


 


(i)       Payments
by the Administrative Agent. Unless specifically allocated to a specific Lender Agent pursuant to the terms of this Agreement,
all amounts received by the Administrative Agent on behalf of the Lender Agents shall be paid by the Administrative Agent to the
Lender Agents in accordance with their related Lender’s respective Pro Rata Shares in the applicable Advances Outstanding,
or if there are no Advances Outstanding in accordance with their related Lender’s most recent Commitments, on the Business
Day received by the Administrative Agent, unless such amounts are received after 11:00 a.m. on such Business Day, in which case
the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender Agent on such Business Day, but,
in any event, shall pay such amounts to such Lender Agent not later than the following Business Day.


 






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(j)       Administrative
Agent in its Individual Capacity. The Administrative Agent may make loans to, accept deposits from, lend money to, own securities
of, act as a financial advisor or in any other advisory capacity, and generally engage in any kind of business with the Borrower
or any Affiliate of the Borrower as though the Administrative Agent were not the Administrative Agent hereunder and without any
duty to account therefor to any Lender Agent or Lender. With respect to Advances Outstanding pursuant to this Agreement, the Administrative
Agent shall have the same rights and powers under this Agreement in its individual capacity as any Lender and may exercise the
same as though it were not the Administrative Agent, and the terms “Lender,” and “Lenders,” shall include
the Administrative Agent in its individual capacity.


 


(k)       Administrative
Agent in the Case of any Bankruptcy Proceeding. In case of any Bankruptcy Proceeding involving the Borrower, the Administrative
Agent shall be entitled, but not obligated, to intervene in such Bankruptcy Proceeding to (i) file and prove a claim for the whole
amount of principal, interest and unpaid fees in respect of the Advances and all other obligations that are owing and unpaid under
the terms of this Agreement and the Transaction Documents and to file such documents as may be necessary or advisable in order
to have the claims of the Lenders and Administrative Agent (including any claim for reasonable compensation, expenses, disbursements
and advances of any of the foregoing entities and their respective agents, counsel and other advisors) allowed in the proceedings
related to such Bankruptcy Proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on
account of any such claims and to distribute the same to the Lenders under the terms of this Agreement. Further, any custodian,
receiver, assignee, trustee, liquidator or similar official in any such Bankruptcy Proceeding is (A) authorized to make payments
or distributions in a Bankruptcy Proceeding directly to the Administrative Agent on behalf of all of the Lenders to whom any amounts
are owed under this Agreement and the Transaction Documents, unless the Administrative Agent expressly consents in writing to
the making of such payments or distributions directly to such Lenders; and (B) required to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under this Agreement and the Transaction Documents.


 


Section
9.02          The Lender Agents.


 


(a)       Authorization
and Action. Each Lender, respectively, hereby designates and appoints its related Lender Agent to act as its agent hereunder
and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to
exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents,
together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except
those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall
be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions
and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender
and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower,
the Collateral Manager or any other Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent
to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment
and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender
Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent
on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).


 






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(b)       Delegation
of Duties. Each Lender Agent may execute any of its duties under this Agreement and each other Transaction Document by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
No Lender Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.


 


(c)       Exculpatory
Provisions. Neither any Lender Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document
(except for its, their or such Person’s own gross negligence or willful misconduct as determined in a final decision by
a court of competent jurisdiction), or (ii) responsible in any manner to its related Lender for any recitals, statements, representations
or warranties made by the Borrower contained in Article IV, any other Transaction Document or any certificate, report,
statement or other document referred to or provided for in, or received under or in connection with, this Agreement or any other
Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement,
any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of the
Borrower to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in this Agreement,
or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. No Lender Agent
shall be under any obligation to its related Lender to ascertain or to inquire as to the observance or performance of any of the
agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties,
books or records of the Borrower. No Lender Agent shall be deemed to have knowledge of any Event of Default or Unmatured Event
of Default unless such Lender Agent has received notice from the Borrower or its related Lender.


 


(d)       Reliance
by Lender Agent. Each Lender Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, counsel to the Borrower), independent accountants and other
experts selected by such Lender Agent. Each Lender Agent shall in all cases be fully justified in failing or refusing to take
any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of
its related Lender as it deems appropriate and it shall first be indemnified to its satisfaction by its related Lender; provided
that, unless and until such Lender Agent shall have received such advice, such Lender Agent may take or refrain from taking
any action, as the Lender Agent shall deem advisable and in the best interests of its related Lender. Each Lender Agent shall
in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of its related Lender, and
such request and any action taken or failure to act pursuant thereto shall be binding upon its related Lender.


 


(e)       Non-Reliance
on Lender Agent. Each Lender expressly acknowledges that neither its related Lender Agent, nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by such Lender
Agent hereafter taken, including, any review of the affairs of the Borrower, shall be deemed to constitute any representation
or warranty by such Lender Agent. Each Lender represents and warrants to its related Lender Agent that it has and will, independently
and without reliance upon its related Lender Agent, and based on such documents and information as it has deemed appropriate,
made its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions
and creditworthiness of the Borrower and made its own decision to enter into this Agreement, the other Transaction Documents and
all other documents related hereto or thereto.


 






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(f)       Lender
Agents are in their Respective Individual Capacities. Each Lender Agent and its Affiliates may make loans to, accept deposits
from, lend money to, own securities of, act as a financial advisor or in any other advisory capacity, and generally engage in
any kind of business with the Borrower or any Affiliate of the Borrower as though such Lender Agent were not a Lender Agent hereunder.
With respect to Advances Outstanding pursuant to this Agreement, each Lender Agent shall have the same rights and powers under
this Agreement in its individual capacity as any Lender and may exercise the same as though it were not a Lender Agent, and the
terms “Lender,” and “Lenders,” shall include the Lender Agent in its individual capacity.


 


(g)       Successor
Lender Agent. Each Lender Agent may, upon five days’ notice to the Borrower and its related Lender, and such Lender
Agent will, upon the direction of its related Lender resign as the Lender Agent for such Lender. If any Lender Agent shall resign,
then its related Lender during such five day period shall appoint a successor agent that qualifies as an Eligible Assignee that
is an Affiliate of such Lender or subject to the consent of the Borrower (such consent not to be unreasonably withheld). If for
any reason no successor agent is appointed by such Lender during such five day period, then effective upon the termination of
such five day period, and the Borrower shall make all payments in respect of the Obligations due to such Lender directly to such
Lender, and for all purposes shall deal directly with such Lender. After any retiring Lender Agent’s resignation hereunder
as a Lender Agent, the provisions of Article VIII and this Article IX shall inure to its benefit with respect to
any actions taken or omitted to be taken by it while it was a Lender Agent under this Agreement.


 


Section
9.03          Force Majeure. The Administrative Agent shall not incur any liability for not performing any act or not fulfilling
any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Administrative Agent (including
but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or
war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve
Bank wire or facsimile or other wire or communication facility).


 


Section
9.04          Enforcement. The authority to enforce rights and remedies under this Agreement and the Transaction Documents against
the Borrower or any guarantor shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of all the Lenders.


 


Section
9.05          Administrative Agent Compensation. As compensation for its Administrative Agent activities hereunder, the Administrative
Agent shall be entitled to the Administrative Agent Expenses from the Borrower as set forth in the definition of Administrative
Agent Expenses, payable to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Administrative
Agent’s entitlement to receive the Administrative Agent Expenses shall cease on the earlier to occur of: (a) its removal
as the Administrative Agent pursuant to Section 9.01 or (b) the termination of this Agreement.


 


Section
9.06          Merger or Consolidation. Any Person (a) into which the Administrative Agent may be merged or consolidated, (b)
that may result from any merger or consolidation to which the Administrative Agent shall be a party, or (c) that may succeed to
the properties and assets of the Administrative Agent substantially as a whole or to which substantially all of the corporate
trust or agency business of the Administrative Agent is transferred, which Person in any of the foregoing cases executes an agreement
of assumption to perform every obligation of the Administrative Agent hereunder, shall be the successor to the Administrative
Agent under this Agreement without further act of any of the parties to this Agreement.


 






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Article
X



THE COLLATERAL AGENT


 


Section
10.01          Designation of the Collateral Agent.


 


(a)       Initial
Collateral Agent. Each of the Borrower, the Lenders, the Lender Agents and the Administrative Agent hereby designate and appoint
the Collateral Agent to act as its agent for the purposes of perfection of a security interest in the Collateral Portfolio and
hereby authorizes the Collateral Agent to take such actions on its behalf and on behalf of each of the Secured Parties and to
exercise such powers and perform such duties as are expressly granted to the Collateral Agent by this Agreement. The Collateral
Agent hereby accepts such agency appointment to act as the Collateral Agent pursuant to the terms of this Agreement, until its
resignation or removal as the Collateral Agent pursuant to the terms hereof.


 


(b)       Successor
Collateral Agent. Upon the Collateral Agent’s receipt of a Collateral Agent Termination Notice from the Administrative
Agent of the designation of a successor Collateral Agent pursuant to the provisions of Section 10.05, the Collateral Agent
agrees that it will terminate its activities as the Collateral Agent hereunder.


 


(c)       Secured
Party. The Administrative Agent, the Lender Agents and the Lenders hereby appoint U.S. Bank National Association, in its capacity
as the Collateral Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio.
U.S. Bank National Association, in its capacity as the Collateral Agent hereunder, hereby accepts such appointment and agrees
to perform the duties set forth in Section 10.02(b).


 


Section
10.02          Duties of the Collateral Agent.


 


(a)       Appointment.
The Borrower, the Lenders, the Lender Agents and the Administrative Agent each hereby appoints U.S. Bank National Association
to act as the Collateral Agent, for the benefit of the Secured Parties. The Collateral Agent hereby accepts such appointment and
agrees to perform the duties and obligations with respect thereto set forth herein.


 


(b)       Duties.
On or before the initial Advance Date, and until its removal pursuant to Section 10.05, the Collateral Agent shall perform,
on behalf of the Secured Parties, the following duties and obligations:


 


(i)       The
Collateral Agent shall calculate (based upon information provided by the Borrower or the Administrative Agent, as applicable,
upon which the Collateral Agent may conclusively rely) amounts to be remitted pursuant to Section 2.04 to the applicable
parties and notify the Borrower and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s
calculations and the Servicing Report (such dispute to be resolved in accordance with Section 2.05).


 


(ii)      The
Collateral Agent shall instruct the Account Bank to make payments pursuant to the terms of the Servicing Report or as otherwise
directed in accordance with Sections 2.04 or 2.05.


 






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(iii)       The
Collateral Agent shall provide to the Borrower a copy of all written notices and communications identified as being sent to it
in connection with the Loan Assets and the other Collateral Portfolio held hereunder which it receives from the related Obligor,
participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action
on behalf of the Borrower in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific
written instructions from the Borrower, prior to the occurrence of an Event of Default or the Administrative Agent, after the
occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance
with such instructions.


 


(iv)   
   The Collateral Agent shall create a database
(the “Collateral Portfolio Database”) with respect to the Loan Assets held by the Borrower on the Closing Date
based on the information provided to the Collateral Agent by the Borrower and the Administrative Agent. The Collateral Agent shall
permit access to the information in the Collateral Portfolio Database by the Collateral Manager, the Borrower and the Administrative
Agent. The Collateral Agent shall update the Collateral Portfolio Database promptly for Loan Assets and Permitted Investments
acquired or sold or otherwise disposed of and for any amendments or changes to Loan Asset amounts or interest rates.


 


(v)        The
Collateral Agent shall establish the Collection Account, the Payment Account and the Unfunded Exposure Account in the name of
the Collateral Agent under the sole dominion and control of the Collateral Agent for the benefit of the Secured Parties, together
with such additional subaccounts as the Collateral Agent and the Administrative Agent may determine from time to time are necessary
for administrative convenience. In connection with the establishment of such accounts and to help the government fight the funding
of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each Person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or
other legal entity, the Collateral Agent will ask for documentation to verify its formation and existence as a legal entity. The
Collateral Agent may also ask to see financial statements, licenses, identification and authorization documents from individuals
claiming authority to represent an entity or other relevant documentation.


 


(vi)       The
Collateral Agent shall track the receipt and daily allocation of cash to the Interest Collection Subaccount and Principal Collection
Subaccount and any withdrawals therefrom and, on each Business Day, provide to the Borrower and the Administrative Agent daily
reports reflecting such actions to the Interest Collection Subaccount and Principal Collection Subaccount as of the close of business
on the preceding Business Day.


 


(vii)      The
Collateral Agent shall assist and reasonably cooperate with the independent certified public accountants in the preparation of
those reports required under Section 6.10.


 


(viii)     The
Collateral Agent shall provide the Borrower with such other information as may be reasonably requested in writing by the Borrower
and as is within the possession of the Collateral Agent.


 


(c)       Delegation
of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Transaction Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
agents, employees or attorneys-in-fact. The exculpatory provisions of this Agreement shall apply to any such sub-agent. The Collateral
Agent shall not be responsible for the negligence or misconduct of any sub-agent that in has selected with reasonable care.


 



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(d)       (i)             The
Administrative Agent, each Lender Agent and each Secured Party further authorizes the Collateral Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated
to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto (subject
to clause (ii) below). In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby
appoints the Collateral Agent (acting at the direction of the Administrative Agent) as its agent to execute and deliver all further
instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to
perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to
exercise or enforce any of their respective rights hereunder, including, the execution by the Collateral Agent as secured party/assignee
of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan
Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes
stated hereinabove. Nothing in this Section 10.02(c) shall be deemed to relieve the Borrower of its obligations, or impose
the Borrower’s obligations on the Collateral Agent, to protect the interest of the Collateral Agent (for the benefit of
the Secured Parties) in the Collateral Portfolio, including, to file financing and continuation statements in respect of the Collateral
Portfolio in accordance with Section 5.01(u).


 


(ii)        The
Administrative Agent may direct the Collateral Agent to take any such incidental action hereunder. With respect to other 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 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, any Secured Party or otherwise
if the taking of such action, in the reasonable determination of the Collateral Agent, (x) shall be in violation of any Applicable
Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Agent to liability hereunder or otherwise
(unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). 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 10 Business Days of its receipt of such request, then the Administrative Agent
shall be deemed to have declined to consent to the relevant action.


 


(iii)       Except
as expressly provided herein, the Collateral Agent shall not be under any duty or obligation to take any affirmative action to
exercise or enforce any power, right or remedy available to it under this Agreement (x) unless and until (and to the extent) expressly
so directed by the Administrative Agent or (y) prior to the Termination Date (and upon such occurrence, the Collateral Agent shall
act in accordance with the written instructions of the Administrative Agent pursuant to clause (x)). The Collateral Agent
shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured
Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Agent, or the Administrative
Agent. The Collateral Agent shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default,
unless a Responsible Officer of the Collateral Agent has knowledge of such matter or written notice thereof is received by the
Collateral Agent.


 






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(e)        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 two 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. The Collateral Agent shall act
in accordance with instructions received after such two 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 and shall be deemed to have acted
in good faith if it acts in accordance with such advice.


 


(f)         Concurrently
herewith, the Administrative Agent directs the Collateral Agent and the Collateral Agent is authorized to enter into the Account
Control Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided
herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Account Control Agreement in
such capacity.


 


Section
10.03     Merger or Consolidation.
 Any Person (a) into which the Collateral Agent may be merged or consolidated, (b) that may result from any merger or consolidation
to which the Collateral Agent shall be a party, or (c) that may succeed to the properties and assets of the Collateral Agent substantially
as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the
Collateral Agent hereunder, shall be the successor to the Collateral Agent under this Agreement without further act of any of
the parties to this Agreement.


 


Section
10.04     Collateral Agent Compensation.
 As compensation for its Collateral Agent activities hereunder, the Collateral Agent shall be entitled to the fees and expenses
set forth in the Account Bank and Custodian Fee Letter, payable to the extent of funds available therefor pursuant to the provisions
of Section 2.04. The Collateral Agent’s entitlement to receive such fees and expenses shall cease on the earlier
to occur of: (i) its removal as the Collateral Agent pursuant to Section 10.05, (ii) its resignation as the Collateral
Agent pursuant to Section 10.07, or (iii) the termination of this Agreement.


 


Section
10.05     Collateral Agent Removal.
 The Collateral Agent may be removed, with or without cause, by the Administrative Agent by notice given in writing to the
Collateral Agent (the “Collateral Agent Termination Notice”); provided that, notwithstanding its receipt
of a Collateral Agent Termination Notice, the Collateral Agent shall continue to act in such capacity until a successor Collateral
Agent has been appointed by the Administrative Agent and has agreed to act as the Collateral Agent hereunder; provided, further,
that the Collateral Agent shall continue to receive compensation of its fees and expenses in accordance with Section 10.04
above while so serving as the Collateral Agent prior to a successor Collateral Agent being appointed.


 


Section
10.06     Limitation on Liability.


 


(a)        The
Collateral Agent may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice,
letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been
signed by the proper party or parties. The Collateral Agent may rely conclusively on and shall be fully protected in acting upon
the written instructions of any designated officer of the Administrative Agent.


 


(b)       The
Collateral Agent may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 






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(c)        The
Collateral Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith,
or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the
case of its willful misconduct or grossly negligent performance or omission of its duties.


 


(d)       The
Collateral Agent makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value of any of
the Collateral Portfolio or as to whether any of the Collateral Portfolio satisfies the Eligibility Criteria (in each case except
as expressly set forth in this Agreement). The Collateral Agent shall not be obligated to take any legal action hereunder that
might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory
to it.


 


(e)        The
Collateral Agent shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth
in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Agent. Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral Agent shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Collateral Agent. Without limiting
the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 


(f)         The
Collateral Agent shall not be required to expend or risk its own funds in the performance of its duties hereunder.


 


(g)        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 Collateral Portfolio. The Collateral Agent shall in no event
have any liability for the actions or omissions of the Administrative Agent, the Borrower, or any other Person, and shall have
no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or
incomplete information or data received by it from the Administrative Agent, the Borrower, or any other Person. The Collateral
Agent shall not be liable for failing to perform or delay in performing its specified duties hereunder which result from or is
caused by a failure or delay on the part of the Administrative Agent, the Borrower, or any other Person in furnishing necessary,
timely and accurate information to the Collateral Agent.


 


(h)        Subject
in all cases to the last sentence of Section 2.05, in case any reasonable question arises as to its duties hereunder, the
Collateral Agent may, prior to the occurrence of an Event of Default or the Termination Date, request instructions from the Borrower
or the Collateral Manager and may, after the occurrence of an Event of Default or the Termination Date, request instructions from
the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Borrower or the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall in all events
have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative
Agent. In no event shall the Collateral Agent be liable for special, indirect, punitive, exemplary or consequential loss or damage
of any kind whatsoever (including lost profits), even if the Collateral Agent has been advised of the likelihood of such loss
or damage and regardless of the form of action.


 



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(i)         The
Collateral Agent shall not be liable for the acts or omissions of the Borrower or the Collateral Manager or the Custodian under
this Agreement and shall not be required to monitor the performance of the Borrower or the Collateral Manager or the Custodian.
Notwithstanding anything herein to the contrary, the Collateral Agent shall have no duty to perform any of the duties of the Borrower
or the Collateral Manager or the Custodian under this Agreement.


 


Section
10.07    Collateral Agent Resignation.
 The Collateral Agent may resign at any time by giving not less than 90 days’ written notice thereof to the Administrative
Agent and with the consent of the Administrative Agent, which consent shall not be unreasonably withheld (and, so long as no Event
of Event of Default or Unmatured Event of Default is then continuing, with the consent of the Borrower, such consent not to be
unreasonably withheld). Upon receiving such notice of resignation, the Administrative Agent shall promptly appoint a successor
collateral agent or collateral agents that are not Competitors by written instrument, in duplicate, executed by the Administrative
Agent, one copy of which shall be delivered to the Collateral Agent so resigning and one copy to the successor collateral agent
or collateral agents, together with a copy to the Borrower and the Custodian; provided, that so long as no Event of Default
is Continuing or the Termination Date has not occurred, such successor collateral agent or collateral agents shall be approved
by the Borrower (such approval not unreasonably withheld or delayed). If no successor collateral agent shall have been appointed
and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within 45
days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction
for the appointment of a successor Collateral Agent. Notwithstanding anything herein to the contrary, the Collateral Agent may
not resign prior to a successor Collateral Agent being appointed. For the avoidance of doubt, any expenses shall be payable to
the Collateral Agent so resigning until such time as a successor Collateral Agent shall have been appointed.


 


Article
XI



MISCELLANEOUS


 


Section
11.01     Amendments and Waivers.


 


(a)       (i)
No amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Borrower,
the Required Lenders, the Administrative Agent and, solely if such amendment or modification would adversely affect the rights
and obligations of the Collateral Agent, the Account Bank or the Custodian, the written agreement of the Collateral Agent, the
Account Bank or the Custodian, as applicable; and (ii) no termination or waiver of any provision of this Agreement or consent
to any departure therefrom by the Borrower shall be effective without the written concurrence of the Administrative Agent and
the Required Lenders. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given.


 


(b)       Notwithstanding
the provisions of Section 11.01(a), the written consent of all of the Lenders shall be required for any amendment, modification
or waiver (i) reducing (without payment thereon) the principal amount due and owing under any outstanding Advances or the Yield
thereon, or any fees payable to Lenders holding Commitments pursuant to this Agreement, (ii) postponing any date for any payment
of any Advance or the Yield thereon, (iii) modifying the provisions of this Section 11.01 or (iv) extending the Scheduled
Maturity Date; or, (v) of any of the following defined terms (and any defined terms used in and material to calculating any of
the following defined terms): Borrowing Base, Collateral Quality Test, Concentration Limits, Eligible Loan Asset and Value Adjustment
Event, and (vi) of any provision of Section 2.04.


 



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(c)  
    Notwithstanding anything to the contrary
contained herein, no Defaulting Lender shall have any right to approve or vote on any amendment, waiver or consent hereunder,
except that the Commitment of such Defaulting Lender shall not be increased or extended without the consent of such Defaulting
Lender.


 


Section
11.02     Notices, etc. All notices
and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication
and communication by e-mail) and faxed, e-mailed or delivered, to each party hereto, at its address set forth below:


 


		BORROWER:	Hamilton
                                         Street Funding LLC

                                         

                                         201 Rouse Boulevard

                                         Philadelphia, Pennsylvania 19112

                                         Attn: Gerald F. Stahlecker, President

                                         

                                         Email: Credit.Notices@fsinvestments.com



 


		with
                           a copy to:	FS
                                         Investment Corporation

                                         

                                         201 Rouse Boulevard

                                         Philadelphia, Pennsylvania 19112

                                         Attn: Gerald F. Stahlecker, President

                                         

                                         Email: Credit.Notices@fsinvestments.com



 


		ADMINISTRATIVE
                           AGENT: 	HSBC
                                         Bank USA, National Association

                                         

                                         Corporate Trust & Loan Agency

                                         452 Fifth Avenue

                                         New York, New York 10018

                                         Attention: Loan Agency

                                         Telephone No.: (212) 525-7253

                                         Facsimile No.: (917) 229-6659

                                         

                                         Email: CTLANY.LoanAgency@us.hsbc.com



 


		LENDER:	HSBC
                                         Bank USA, National Association

                                         

                                         452 Fifth Avenue

                                         New York, New York 10018

                                         Attention: Myles Bae and Shubhendu Kudaisya

                                         Telephone No.: (212) 525-3016; (212 525-4675)

                                         

                                         Email:  myles.m.bae@us.hsbc.com and

                                                     shubhendu.kudaisya@us.hsbc.com



 






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		COLLATERAL
                           AGENT: 	U.S.
                                         Bank National Association

                                         

                                         Global Corporate Trust Services

                                         1 Federal Street

                                         Boston, Massachusetts 02110

                                         Attention: Peter M. Murphy

                                         Telephone No.: (617) 603-6511



 


			Email:
                                         peter.murphy@usbank.com



 


		CUSTODIAN:	For
                                         general correspondence:



  


			U.S.
                                         Bank National Association

                                                                                 

                                                                                Global
                                         Corporate Trust Services
 1 Federal Street
 Boston, Massachusetts 02110
 Attention:
                                         Peter M. Murphy
 Telephone No.: (617) 603-6511

                                                                                 

                                                                                Email:
                                         peter.murphy@usbank.com




  


			For
                                         correspondence regarding custody of Required Loan Documents:






 


			U.S.
                                         Bank National Association

                                                                                 

                                                                                1719
                                         Otis Way
 Mail Code: Ex – SC – FLOR
 Florence, South Carolina 29501

                                         Attention: Steven Garrett
 Ref: Hamilton Street Funding LLC
 Fax: (843) 673-0162




 


		ACCOUNT
                           BANK:  	U.S.
                                         Bank National Association



 


			Global
                                         Corporate Trust Services
 1 Federal Street
 Boston, Massachusetts 02110
 Attention:
                                         Peter M. Murphy
 Telephone No.: (617) 603-6511



  


		 	Email:
                                         peter.murphy@usbank.com



 


or
at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications
by facsimile and e-mail shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and
communications sent by other means shall be effective when received.


 



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Section
11.03     No Waiver; Remedies.
 No failure on the part of the Administrative Agent, the Collateral Agent, any Lender or any Lender Agent to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.


 


Section
11.04     Binding Effect; Assignability;
Multiple Lenders.


 


(a)      
 This Agreement shall be binding upon and inure to the benefit
of the Borrower, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Custodian
and their respective successors and permitted assigns. Each Lender may assign, or grant a security interest or sell a participation
interest in (A) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part
(including by way of the sale of participation interests therein) or (B) any Advances or any Revolving Note (or any portion thereof);
provided any such sale or assignment hereunder (1) if an Event of Default is not Continuing, shall be either (i) to an
Affiliate of the related assignor, or (ii) to any other Eligible Assignee, subject to the prior consent of the Borrower and the
Administrative Agent, such consent not to be unreasonably withheld, or (2) if an Event of Default is Continuing, shall be to any
Eligible Assignee or any Competitor; provided, any Lender who proposes to sell or assign all or any part of its rights
and obligations hereunder (a “Lender Interest”) to a Competitor shall first make a written offer to FSIC to
sell such Lender Interest. FSIC shall have the right (but not the obligation) within five Business Days of such notice from the
Lender to purchase such Lender Interest at a purchase price equal to 100% of such Lender Interest plus accrued interest
and fees thereunder; provided, if FSIC does not purchase the Lender Interest within such five Business Day period, such
Lender shall be free to sell its Lender Interest to a Competitor; and provided, further, the Lender Interest assigned to
FSIC (or its Affiliates), including the Pro Rata Share of the Commitment included therein, shall be disregarded in determining
any consent or approval of the Lenders or Required Lenders hereunder. The limitations on assignment to a Competitor set forth
in this Agreement, including this Section 11.04, do not, and shall not be interpreted to, limit in any manner the rights
and remedies granted under Article VII with respect to the disposition under the UCC or Applicable Law of all or any portion
of the Collateral Portfolio, including any Loan Assets. Any such assignee, that is not, immediately prior thereto, a Lender hereunder
(which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest,
but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure
on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Borrower and
the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee
Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation
interest shall (i) execute and deliver to the related Lender Agent for its acceptance and recording in its books and records,
such agreement or document as may be satisfactory to such parties and the applicable Lender Agent and (ii) pay any related customary
processing fees to the Administrative Agent. The Borrower may not assign, or permit any Lien to exist upon, any of its rights
or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior
written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, participants
to the extent provided by the applicable provisions of the Agreement and, to the extent expressly contemplated thereby, the related
parties of each of the Administrative Agent, the Lender Agents and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this clause (a) shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with the applicable provisions of the Agreement.


 



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(b)        Notwithstanding
any other provision of this Section 11.04, any Lender may at any time pledge or grant a security interest in all or any
portion of its rights (including, rights to payment of principal and interest) under this Agreement to secure obligations of such
Lender to a Federal Reserve Bank, without notice to or consent of the Borrower or the Administrative Agent; provided that,
no such pledge or grant of a security interest shall release such Lender from any of its obligations hereunder, or substitute
any such pledgee or grantee for such Lender as a party hereto.


 


(c)        If
a Lender (i) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all
Lenders was required and the Majority Lenders consented (whether pursuant to Section 11.01 or otherwise), or (iii) requests
that the Administrative Agent deliver a demand for payment by the Borrower of amounts payable pursuant to Section 2.09(a)
or (b), then, in addition to any other rights and remedies that any Person may have, the Borrower may, by notice to the
applicable Lender Agent within 120 days after such event (with a copy of such notice concurrently delivered to the Administrative
Agent), require such Lender to assign all of its rights and obligations under the Transaction Documents to one or more Eligible
Assignees specified by the Borrower or the Administrative Agent within 20 days after the Borrower’s notice. The Administrative
Agent is irrevocably appointed as attorney-in-fact to execute any such assignment if any Lender fails to execute same. The affected
Lender Agent on behalf of the Lender Group shall be entitled to receive, in cash, concurrently with such assignment, all amounts
owed to it under the Transaction Documents, including all principal, interest and fees through the date of assignment (and including,
for the avoidance of doubt, any amounts payable pursuant to Section 2.09(a) or (b) the request for which resulted
in the application of this Section 11.04(c)).


 


(d)   
   Upon the effectuation of any assignment by any
Lender of all or any of its rights and obligations under the Transaction Documents pursuant to Section 11.04(a) or Section
11.04(c) and the delivery to the Administrative Agent of all assignment documentation and the Transferee Letter, the Administrative
Agent shall revise Annex A to reflect such assignment.


 


(e)    
   In the event any Lender sells a participation
interest hereunder pursuant to Section 11.04(a), (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii)
the Borrower, the Administrative Agent, the Lender Agents and Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall
be responsible for the indemnity under Section 9.01(g) with respect to any payments made by such Lender to its participant. 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,
other than those provisions set forth in Section 11.01(b), for which consent of such participant may be required.


 


Section
11.05     Term of this Agreement.
 This Agreement, including, the Borrower’s representations and covenants set forth in Articles IV and V,
shall remain in full force and effect until the Collection Date; provided that, the rights and remedies with respect to
any breach of any representation and warranty made or deemed made by the Borrower pursuant to Articles III and IV
and the indemnification and payment provisions of Articles VIII, IX and Article XI and the provisions of
Section 2.09, Section 2.10, Section 11.07, Section 11.08 and Section 11.09 shall be continuing
and shall survive any termination of this Agreement.


 






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Section
11.06     GOVERNING LAW; JURY WAIVER.
 THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING THERETO (EXCEPT, AS TO ANY LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE
TRANSACTIONS CONTEMPLATED BY SUCH DOCUMENTS SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Section
11.07     Costs and Expenses.


 


(a)     
  In addition to the rights of indemnification
granted to the Indemnified Parties under Section 8.01 hereof, the Borrower agrees to pay with respect to the Borrower,
on the Payment Date pertaining to the Remittance Period in which such cost is incurred and, following an Event of Default, on
demand, all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the
Collateral Agent, the Account Bank, the Custodian and (solely in the case of clause (y) below) the Lenders and the
Lender Agents incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration
(including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii)
of Section 5.01, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with,
this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, and
(y) the enforcement or potential enforcement of this Agreement or any Transaction Document or any Obligations hereunder by
such Person and the other documents to be delivered hereunder or in connection herewith, including, in the case of clauses
(x) and (y) above, as applicable, the reasonable and documented fees and out-of-pocket expenses of counsel for the
Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Custodian with respect
thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the
Account Bank and the Custodian as to their respective rights and remedies under this Agreement and the other documents to be
delivered hereunder or in connection herewith, whether before or after an Event of Default or Unmatured Event of Default, and
all out-of-pocket costs and expenses, if any (including outside counsel fees and expenses), incurred by the Administrative
Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank or the Custodian in connection with the
enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to
be delivered hereunder or in connection herewith, including any such costs and expenses related with any
workout, restructuring or related negotiations; provided that prior to the Termination Date such obligation to
reimburse counsel fees of the Administrative Agent and the Lenders under this Section 11.07 shall be limited to one
counsel for all parties covered hereby.


 


(b)   
    The Borrower shall pay, on the Payment
Date, all other out-of-pocket costs and reasonable expenses and Taxes (including Other Taxes and excluding Excluded Taxes and
other Taxes imposed on or measured by net income) incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral
Agent, the Custodian and the Account Bank, including, all costs and expenses incurred by the Administrative Agent, the Lender
Agents and the Lenders in connection with periodic audits of the Borrower’s, the Transferor’s or the Collateral Manager’s
books and records.


 






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(c)    
   Nothing contained in this Section 11.07
shall relate to the payment of Taxes under the Transaction Documents.


 


Section
11.08     No Proceedings. 
Each of the parties hereto (other than the Administrative Agent with the consent of the Lender Agents) agrees that it will not
institute against, or join any other Person in instituting against, the Borrower any proceedings of the type referred to in the
definition of “Bankruptcy Event” so long as there shall not have elapsed one year and one day (or such longer preference
period as shall then be in effect) since the Collection Date.


 


Section
11.09     Recourse Against Certain
Parties.


 


(a)       No
recourse under or with respect to any obligation, covenant or agreement (including, the payment of any fees or any other obligations)
of the Administrative Agent, the Lenders, the Lender Agents or any Secured Party as contained in this Agreement or any other agreement,
instrument or document entered into by the Administrative Agent, the Lenders, the Lender Agents or any Secured Party pursuant
hereto or in connection herewith shall be had against any administrator of the Administrative Agent, the Lenders, the Lender Agents
or any Secured Party or any incorporator, affiliate, stockholder, officer, employee or director of the Administrative Agent, the
Lenders, the Lender Agents or any Secured Party or of any such administrator, as such, 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 the
agreements of each party hereto contained in this Agreement and all of the other agreements, instruments and documents entered
into by the Administrative Agent or any Secured Party pursuant hereto or in connection herewith are, in each case, solely the
corporate obligations of such party (and nothing in this Section 11.09 shall be construed to diminish in any way such corporate
obligations of such party), and that no personal liability whatsoever shall attach to or be incurred by any administrator of any
incorporator, stockholder, affiliate, officer, employee or director of any such Person, under or by reason of any of the obligations,
covenants or agreements of the Administrative Agent or any Secured Party contained in this Agreement or in any other such instruments,
documents or agreements, or are implied therefrom, and that any and all personal liability of every such administrator of any
such Person and each incorporator, stockholder, affiliate, officer, employee or director of any such Person or of any such administrator,
or any of them, for breaches by the Administrative Agent or any Secured Party of any such obligations, covenants or agreements,
which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived
as a condition of and in consideration for the execution of this Agreement.


 


(b)       Notwithstanding
any contrary provision set forth herein, no claim may be made by the Borrower, FSIC or any of its Affiliates or any other Person
against the Administrative Agent or any Secured Party or their respective Affiliates, directors, officers, employees, attorneys
or agents for any special, indirect, consequential, exemplary or punitive damages in respect to any claim for breach of contract
or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and the Borrower on its own behalf and on behalf of FSIC and its Affiliates hereby
waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or
suspected.


 


(c)       No
obligation or liability to any Obligor under any of the Loan Assets is intended to be assumed by the Administrative Agent, the
Lenders, the Lender Agents or any Secured Party under or as a result of this Agreement and the transactions contemplated hereby.


 


(d)       The
provisions of this Section 11.09 shall survive the termination of this Agreement.





 



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Section
11.10   Execution in Counterparts; Severability;
Integration.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail in portable document
format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. In the event that
any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby. This Agreement and any agreements or letters (including Fee Letters) executed
in connection herewith contains the final and complete integration of all prior expressions by the parties hereto with respect
to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter
hereof, superseding all prior oral or written understandings other than any fee letter delivered by FSIC to the Administrative
Agent and the Lender Agents.


 


Section
11.11     Consent to Jurisdiction;
Service of Process.


 


(a)     
  Each party hereto hereby irrevocably submits to the
jurisdiction of any New York State or federal court sitting in the County of New York, Borough of Manhattan, and appellate courts
thereof, in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to
the extent permitted by law, in such federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may
effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law.


 


(b)   
    The Borrower waives personal service of
any summons, complaint or other process and agrees that service of process may be effected by mailing a copy thereof by registered
or certified mail, postage prepaid, to the Borrower at its address specified in Section 11.02 or at such other address
as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 11.11 shall affect
the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by
law.


 


Section
11.12     Characterization of Conveyances
Pursuant to the Purchase and Contribution Agreement.  The Borrower agrees to treat for all purposes, the transactions
effected by the Purchase and Contribution Agreement as sales or contribution of capital of assets to the Borrower. The Borrower
hereby agrees to require that the Transferor reflect in the Transferor’s financial records and to include a note in the
publicly filed annual and quarterly financial statements of FSIC indicating that: (i) assets related to transactions (including
transactions pursuant to the Transaction Documents) that do not meet Accounting Standards Codification Topic 860 requirements
for accounting sale treatment are reflected in the consolidated balance sheet of FSIC as investments and (ii) those assets are
owned by a special purpose entity that is consolidated in FSIC’s financial statements, the creditors of the special purpose
entity have received security interests in such assets and such assets are not intended to be available to the creditors of FSIC
(or any affiliate of FSIC).


 


Section
11.13     Confidentiality.


 


(a)       Each
of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Borrower, the Account Bank and the Custodian
shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and all information
with respect to the other parties, including all information regarding the Loan Assets and the Borrower and its business and Affiliates
obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein,
except that each such party and its officers and employees may (i) disclose such information to its respective Affiliates and
to such party’s respective Affiliates’ officers, directors, managers, administrators, trustees, employees, agents,
external accountants, auditors, attorneys or other representatives (but in no case a Competitor that is not an authorized assignee
of Advances Outstanding hereunder), in each case, having a need to know the same (including in connection with any potential assignment,
sale of a participation interest or other transfer of an interest), and to any Rating Agency or valuation firm engaged by such
party in connection with any due diligence or comparable activities with respect to the transactions and Loan Assets contemplated
herein and the agents of such Persons (“Excepted Persons”); provided that, each Excepted Person shall,
as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Lenders, the Lender Agents, the
Collateral Manager, the Collateral Agent, the Borrower, the Account Bank, the Transferor and the Custodian that such information
shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its
affiliates, (ii) disclose the existence of this Agreement, but not the financial terms thereof, (iii) disclose such information
as is required by Applicable Law and (iv) disclose this Agreement and such information in any suit, action, proceeding or investigation
(whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending
itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection
with any of the Transaction Documents.


 



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(b)       Anything
herein to the contrary notwithstanding, the Borrower hereby consents to the disclosure of any nonpublic information with respect
to it (i) to the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent or the Custodian
by each other, and (ii) by the Administrative Agent, the Lenders, the Lender Agents, the Account Bank, the Collateral Agent and
the Custodian to any prospective or actual assignee that qualifies as an Eligible Assignee or participant of any of them provided
such Person agrees to hold such information confidential, and to any officers, directors, employees, outside accountants and attorneys
of any of the foregoing, provided each such Person is informed of the confidential nature of such information and agrees
to keep such information confidential. In addition, the Lenders, the Lender Agents, the Administrative Agent, the Collateral Agent,
the Account Bank and the Custodian may disclose any such nonpublic information as required pursuant to any law, rule, regulation,
direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the
force or effect of law).


 


(c)       Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that
is or becomes publicly known (after such information becomes publicly known); (ii) disclosure of any and all information (A) if
required to do so by any applicable statute, law, rule or regulation, including the U.S. securities laws and the rules and regulations
of the Securities and Exchange Commission, (B) to any government agency or regulatory body having or claiming authority to regulate
or oversee any aspects of the Lenders’, the Lender Agents’, the Administrative Agent’s, the Collateral Agent’s,
the Account Bank’s or the Custodian’s business or that of their affiliates, (C) pursuant to any subpoena, civil investigative
demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative
Agent, any Lender, any Lender Agent, the Collateral Agent, the Custodian or the Account Bank or an officer, director, employer,
shareholder or affiliate of any of the foregoing is a party, (D) in any preliminary or final offering circular, registration statement
or contract or other document approved in advance by the Borrower or the Collateral Manager, or (E) to any affiliate, independent
or internal auditor, agent, employee or attorney of the Collateral Agent or the Custodian having a need to know the same; provided
that, the disclosing party advises such recipient of the confidential nature of the information being disclosed and agrees
to keep such information confidential; or (iii) any other disclosure authorized by the Borrower or the Collateral Manager.


 







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Section
11.14     Waiver of Set Off.


 


Each
of the parties hereto hereby waives any right of set-off it may have or to which it may be entitled under this Agreement from
time to time against the Administrative Agent, the Lenders, the Lender Agents or their respective assets.


 


Section
11.15     Headings and Exhibits.
 The headings herein are for the purposes of references only and shall not otherwise affect the meaning or interpretation
of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement
and are incorporated into this Agreement for all purposes.


 


Section
11.16     Ratable Payments.  If
any Lender, whether by set-off or otherwise, shall obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) on account of Advances owing to it (other than pursuant to Breakage Fees or Section 2.10)
in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided that, if all or any portion of such excess payment
is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay
to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s
ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered.


 


Section
11.17     Failure of the Borrower
to Perform Certain Obligations.  If the Borrower fails to perform any of its agreements or obligations under Section
5.01(u) or Section 5.02(p), the Administrative Agent may (but shall not be required to) itself perform, or cause performance
of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable
by the Borrower upon the Administrative Agent’s demand therefor.


 


Section
11.18     Power of Attorney.  The
Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act
on behalf of the Borrower while any Event of Default is Continuing (a) to file financing statements necessary or desirable in
the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the
Secured Parties in the Collateral Portfolio and (b) to file a carbon, photographic or other reproduction of this Agreement or
any financing statement with respect to the Collateral Portfolio as a financing statement in such offices as the Administrative
Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests
of the Secured Parties in the Collateral Portfolio. This appointment is coupled with an interest and is irrevocable.


 


Section
11.19     Delivery of Termination
Statements, Releases, etc.  Upon payment in full of all of the Obligations (other than unmatured contingent indemnification
obligations) and the termination of this Agreement, the Administrative Agent and the Collateral Agent shall deliver to the Borrower
termination statements, reconveyances, releases and other documents necessary or appropriate to evidence the termination of the
Pledge and other Liens securing the Obligations, all at the expense of the Borrower.


 






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Section
11.20     USA PATRIOT Act.


 


Each
of the Lender, the Collateral Agent and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower (that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify, and record information
that identifies the Borrower, which information includes the name of each of the Borrower and FSIC and other information that
will allow each Lender, the Collateral Agent or the Administrative Agent, as applicable, to identify the Borrower and FSIC in
accordance with the USA PATRIOT Act, and the Borrower agrees to provide such information from time to time to each Lender, the
Collateral Agent and the Administrative Agent, as applicable.


 


Article
XII



THE CUSTODIAN


 


Section
12.01    Designation of the Custodian.


 


(a)       Initial
Custodian. Each of the Borrower, the Lender Agents and the Administrative Agent hereby designate and appoint U.S. Bank National
Association to act as its agent and hereby authorizes the Custodian to take such actions on its behalf and to exercise such powers
and perform such duties as are expressly granted to the Custodian by this Agreement. U.S. Bank National Association hereby accepts
such agency appointment to act as the Custodian pursuant to the terms of this Agreement, until its resignation or removal as the
Custodian pursuant to the terms hereof.


 


(b)       Successor
Custodian. Upon the Custodian’s receipt of a Custodian Termination Notice from the Administrative Agent of the designation
of a successor Custodian pursuant to the provisions of Section 12.05, the Custodian agrees that it will terminate its activities
as the Custodian hereunder.


 


Section
12.02     Duties of the Custodian.


 


(a)       Appointment.
The Borrower, the Lender Agents and the Administrative Agent each hereby appoints U.S. Bank National Association to act as the
Custodian, for the benefit of the Secured Parties. The Custodian hereby accepts such appointment and agrees to perform the duties
and obligations with respect thereto set forth herein.


 


(b)       Duties.
From the Closing Date until its removal pursuant to Section 12.05 or the effective date of its resignation pursuant to
Section 12.07, the Custodian shall perform, on behalf of the Secured Parties, the following duties and obligations:


 


(i)       The
Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to Section 3.02(a)
and Section 3.04(b) hereof in accordance with the terms and conditions of this Agreement, all for the benefit of the
Secured Parties. Within five Business Days of its receipt of any Required Loan Documents, the related Loan Tape and a hard copy
of the Loan Asset Checklist, the Custodian shall review the Required Loan Documents to confirm that (A) such Required Loan Documents
have been executed (either an original or a copy, as indicated on the Loan Asset Checklist) and have no mutilated pages, (B) filed
stamped copies of the UCC and other filings (required by the Required Loan Documents) are included, (C) if listed on the Loan
Asset Checklist, a copy of an Insurance Policy with respect to any real or personal property constituting the Related Collateral
is included, and (D) the related original balance (based on a comparison to the note or assignment agreement, as applicable),
Loan Asset number and Obligor name, as applicable, with respect to such Loan Asset is referenced on the related Loan Tape (such
items (A) through (D) collectively, the “Review Criteria”). In order to facilitate the foregoing review by
the Custodian, in connection with each delivery of Required Loan Documents hereunder to the Custodian, the Borrower shall provide
to the Custodian a hard copy (which may be preceded by an electronic copy, as applicable) of the related Loan Asset Checklist
which contains the Loan Asset information with respect to the Required Loan Documents being delivered, identification number and
the name of the Obligor with respect to such Loan Asset. Notwithstanding anything herein to the contrary, the Custodian’s
obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information
provided on the Loan Asset Checklist. If the Collateral Custodian shall determine that any Review Criteria is not satisfied, the
Collateral Custodian shall within one Business Day following the end of the Review Period (or, if the Collateral Custodian shall
have concluded such review prior to the end of the Review Period, such prior date) notify the Borrower and the Administrative
Agent of such determination and provide the Borrower and the Administrative Agent with a list of the non-complying Loan Assets
and the applicable Review Criteria that they fail to satisfy. The Borrower shall have five Business Days after notice or knowledge
thereof to correct any non-compliance with any Review Criteria. In addition, if directed in writing (in the form of Exhibit
M) by the Borrower and approved by the Administrative Agent within 10 Business Days of the Custodian’s delivery of such
report, the Custodian shall return any Loan Asset which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing,
the Custodian shall not have any responsibility for reviewing any Required Loan Documents. Notwithstanding anything to the contrary
contained herein, the Custodian shall (i) have no duty or obligation with respect to any Loan Asset Checklist delivered to it
in electronic form and (ii) not be responsible for any Required Loan Documents until actually delivered to, and received by it.


 



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(ii)        In
taking and retaining custody of the Required Loan Documents, the Custodian shall be deemed to be acting as the agent of the Secured
Parties; provided that, the Custodian makes no representations as to the existence, perfection or priority of any Lien
on the Required Loan Documents or the instruments therein; provided, further, that, the Custodian’s duties
shall be limited to those expressly contemplated herein.


 


(iii)       All
Required Loan Documents shall be kept in fire resistant vaults, rooms or cabinets at the address of the Custodian located at 1719
Otis Way, Florence, SC 29501, or at such other office as shall be specified to the Administrative Agent and the Borrower by the
Custodian in a written notice delivered at least 30 days prior to such change. All Required Loan Documents shall be placed together
with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Custodian shall
segregate the Required Loan Documents on its inventory system and will not commingle the physical Required Loan Documents with
any other files of the Custodian other than those, if any, relating to FSIC and its Affiliates and subsidiaries.


 


(iv)        On
the Reporting Date of each month, the Custodian shall provide a written report to the Administrative Agent and the Borrower (in
a form mutually agreeable to the Administrative Agent and the Custodian) identifying each Loan Asset for which it holds Required
Loan Documents and the applicable Review Criteria that any Loan Asset fails to satisfy.


 


(v)         Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Custodian shall not have any fiduciary relationship
with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities
shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Custodian. Without limiting
the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Custodian shall
not be required to exercise any discretion hereunder and shall have no investment or management responsibility.


 



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(c)       Delegation
of Duties. The Custodian may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Transaction Document by or through any one or more sub-agents appointed by the Custodian. The Custodian and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through their respective agents, employees or attorneys-in-fact.
The exculpatory provisions of this Agreement shall apply to any such sub-agent. The Custodian shall not be responsible for the
negligence or misconduct of any sub-agent that in has selected with reasonable care.


 


(d)       (i)             The
Custodian agrees to cooperate with the Administrative Agent and the Collateral Agent and deliver any Required Loan Documents to
the Collateral Agent or Administrative Agent (pursuant to a written request in the form of Exhibit M), as applicable, as
requested in order to take any action that the Administrative Agent deems necessary or desirable in order to perfect, protect
or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce
any of their respective rights hereunder, including any rights arising with respect to Article VII. In the event the Custodian
receives instructions from the Collateral Agent or the Borrower which conflict with any instructions received by the Administrative
Agent, the Custodian shall rely on and follow the instructions given by the Administrative Agent.


 


(ii)       The
Administrative Agent may direct the Custodian to take any such incidental action hereunder. With respect to other actions which
are incidental to the actions specifically delegated to the Custodian hereunder, the Custodian 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 direction of the Administrative Agent; provided that, the Custodian shall not be required
to take any action hereunder at the request of the Administrative Agent, any Secured Party or otherwise if the taking of such
action, in the reasonable determination of the Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions
of this Agreement or (y) shall expose the Custodian to liability hereunder or otherwise (unless it has received indemnity which
it reasonably deems to be satisfactory with respect thereto). In the event the Custodian requests the consent of the Administrative
Agent and the Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business
Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant
action.


 


(iii)       The
Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any
Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Custodian, or the Administrative
Agent. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless
a Responsible Officer of the Custodian has knowledge of such matter or written notice thereof is received by the Custodian.


 


Section
12.03    Merger or Consolidation. 
Any Person (a) into which the Custodian may be merged or consolidated, (b) that may result from any merger or consolidation to
which the Custodian shall be a party, or (c) that may succeed to the properties and assets of the Custodian substantially as a
whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Custodian
hereunder, shall be the successor to the Custodian under this Agreement without further act of any of the parties to this Agreement.


 






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Section
12.04     Custodian Compensation.  As
compensation for its Custodian activities hereunder, the Custodian shall be entitled to the fees from the Borrower as set forth
in the Account Bank and Custodian Fee Letter, payable pursuant to the extent of funds available therefor pursuant to the provisions
of Section 2.04. The Custodian’s entitlement to receive such fees shall cease on the earlier to occur of: (a) its
removal as the Custodian pursuant to Section 12.05, (b) its resignation as the Custodian pursuant to Section 12.07
of this Agreement or (c) the termination of this Agreement.


 


Section
12.05    Custodian Removal.  The
Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Custodian (the
“Custodian Termination Notice”); provided that, notwithstanding its receipt of a Custodian Termination
Notice, the Custodian shall continue to act in such capacity until a successor Custodian has been appointed and has agreed to
act as the Custodian hereunder.


 


Section
12.06     Limitation on Liability.


 


(a)       The
Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter,
telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed
by the proper party or parties. The Custodian may rely conclusively on and shall be fully protected in acting upon the written
instructions of any designated officer of the Administrative Agent.


 


(b)       The
Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(c)    
   The Custodian shall not be liable for any error
of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything
that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent
performance or omission of its duties.


 


(d)       The
Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement)
as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the
Collateral Portfolio, and will not be required to and will not make any representations as to the validity or value of the Collateral
Portfolio or as to whether the Collateral Portfolio satisfies the Eligibility Criteria (except as expressly set forth in this
Agreement). The Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense
or liability unless it has been furnished with an indemnity reasonably satisfactory to it.


 


(e)  
    The Custodian shall have no duties or
responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations
shall be implied in this Agreement against the Custodian.


 


(f)    
   The Custodian shall not be required to expend
or risk its own funds in the performance of its duties hereunder.


 


(g)       It
is expressly agreed and acknowledged that the Custodian is not guaranteeing performance of or assuming any liability for the obligations
of the other parties hereto or any parties to the Collateral Portfolio. The Custodian shall in no event have any liability for
the actions or omissions of the Administrative Agent, the Borrower, or any other Person, and shall have no liability for any inaccuracy
or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data
received by it from the Administrative Agent, the Borrower, or any other Person. The Custodian shall not be liable for failing
to perform or delay in performing its specified duties hereunder which result from or is caused by a failure or delay on the part
of the Administrative Agent, the Borrower, or any other Person in furnishing necessary, timely and accurate information to the
Custodian.


 



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(h)       Subject
in all cases to the last sentence of Section 12.02(c)(i), in case any reasonable question arises as to its duties hereunder,
the Custodian may, except when an Event of Default is Continuing or after the occurrence of the Termination Date, request instructions
from the Borrower and may, when an Event of Default is Continuing or after the occurrence of the Termination Date, request instructions
from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions
from the Borrower or the Administrative Agent, as applicable. The Custodian shall in all events have no liability, risk or cost
for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Custodian
be liable for special, indirect, punitive, exemplary or consequential loss or damage of any kind whatsoever (including lost profits),
even if the Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


Section
12.07    Custodian Resignation.  The
Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 90 days after delivery to the
Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the
effective date of such resignation, or if the Administrative Agent gives the Custodian written notice of an earlier termination
hereof, the Custodian shall (a) be reimbursed for any costs and expenses the Custodian shall incur in connection with the termination
of its duties under this Agreement and (b) deliver all of the Required Loan Documents in the possession of the Custodian to the
Administrative Agent or to such Person as the Administrative Agent may designate to the Custodian in writing (which, prior to
the Termination Date, shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed)
upon the receipt of a request in the form of Exhibit M. Notwithstanding anything herein to the contrary, the Custodian
may not resign prior to a successor Custodian being appointed.


 


Section
12.08    Release of Documents.


 


(a)   
    Release for the Borrower. From
time to time and as appropriate for the enforcement or servicing of any of the Collateral Portfolio, the Custodian is hereby authorized
(unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Borrower of a request
for release of documents and receipt in the form annexed hereto as Exhibit M, to release to the Borrower within three Business
Days’ of receipt of such request, the related Required Loan Documents or the documents set forth in such request and receipt
to the Borrower. All documents so released to the Borrower shall be held by the Borrower in trust for the benefit of the Collateral
Agent, on behalf of the Secured Parties in accordance with the terms of this Agreement. The Borrower shall return to the Custodian
the Required Loan Documents or other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the
Borrower’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Loan Asset shall
be liquidated, in which case, the Borrower shall deliver an additional request for release of documents to the Custodian and receipt
certifying such liquidation from the Borrower to the Collateral Agent, all in the form annexed hereto as Exhibit M.


 


(b)       Limitation
on Release. The foregoing provision with respect to the release to the Borrower of the Required Loan Documents and documents
by the Custodian upon request by the Borrower shall be operative only to the extent that the Administrative Agent has consented
to such release. Promptly after delivery to the Custodian of any request for release of documents, the Borrower shall provide
notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents requested to be released by
the Borrower may be released only upon written authorization of the Administrative Agent. The limitations of this paragraph shall
not apply to the release of Required Loan Documents to the Borrower pursuant to the immediately succeeding subsection.


 






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(c)       Release
for Payment. Upon receipt by the Custodian of the Borrower’s request for release of documents and receipt in the form
annexed hereto as Exhibit M (which certification shall include a statement to the effect that all amounts received in connection
with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Custodian shall
promptly release the related Required Loan Documents to the Borrower.


 


Section
12.09    Return of Required Loan Documents. 
The Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require
that the Custodian return each Required Loan Document (a) delivered to the Custodian in error or (b) released from the Lien of
the Collateral Agent hereunder pursuant to Section 2.15, in each case by submitting to the Custodian and the Administrative
Agent a written request in the form of Exhibit M hereto (signed by both the Borrower and the Administrative Agent) specifying
the Collateral Portfolio to be so returned and reciting that the conditions to such release have been met (and specifying the
Section or Sections of this Agreement being relied upon for such release). The Custodian shall upon its receipt of each such request
for return executed by the Borrower and the Administrative Agent promptly, but in any event within five Business Days, return
the Required Loan Documents so requested to the Borrower.


 


Section
12.10    Access to Certain Documentation
and Information Regarding the Collateral Portfolio.  The Custodian shall provide to the Administrative Agent and each
Lender Agent access to the Required Loan Documents and all other documentation regarding the Collateral Portfolio including in
such cases where the Administrative Agent and each Lender Agent is required in connection with the enforcement of the rights or
interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded
without charge but only (a) upon two Business Days prior written request, (b) during normal business hours and (c) subject to
the Custodian’s normal security and confidentiality procedures. At the discretion of the Administrative Agent and each Lender
Agent, the Administrative Agent and each Lender Agent may review the Borrower’s collection and administration of the Collateral
Portfolio in order to assess compliance by the Borrower with the Servicing Standard, as well as with this Agreement and may conduct
an audit of the Collateral Portfolio, and Required Loan Documents in conjunction with such a review. Such review shall be reasonable
in scope and shall be completed in a reasonable period of time. Without limiting the foregoing provisions of this Section 12.10,
from time to time on request of the Administrative Agent, the Custodian shall permit certified public accountants or other auditors
acceptable to the Administrative Agent to conduct, at the expense of the Borrower (on behalf of the Borrower), a review of the
Required Loan Documents and all other documentation regarding the Collateral Portfolio. Without limiting the foregoing provisions
of this Section 12.10, from time to time on request of the Administrative Agent, the Custodian shall permit certified public
accountants or other auditors acceptable to the Administrative Agent to conduct, at the expense of the Borrower, a review of the
Required Loan Documents and all other documentation regarding the Collateral Portfolio; provided that, prior to the occurrence
of the Termination Date, such review shall be conducted no more than two times in any calendar year.


 


Section
12.11    Bailment.  The Custodian
agrees that, with respect to any Required Loan Documents at any time or times in its possession or held in its name, the Custodian
shall be the agent and bailee of the Collateral Agent, for the benefit of the Secured Parties, for the purposes of perfecting
(to the extent not otherwise perfected) the Collateral Agent’s security interest in the Collateral Portfolio and for the
purpose of ensuring that such security interest is entitled to first priority status under the UCC.


 






     129


     


    

 


Article
XIII



ACKNOWLEDGMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS


 


Section
13.01    Acknowledgment and Consent to
Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Transaction Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Transaction Document (other than an EU Excluded Liability), 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 party hereto that is an EEA Financial Institution; and


 


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


 


(i)        a
reduction in full or in part or cancellation of any such liability including without limitation reduction in any accrued or unpaid
interest in respect of such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, 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 any other Transaction Document; or


 


(iii)      the
variation of the applicable terms of any relevant agreement governing such liability to give effect to the exercise of the Write-Down
and Conversion Powers of any EEA Resolution Authority.


 


[Signature
pages to follow]


 






     130


     


    

 





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


 


		THE BORROWER:
	 	 	 
	 	HAMILTON
                                         STREET FUNDING LLC
	 	 	 
	 	By:	         /s/
                                         Gerald F. Stahlecker 
	 	 	Name:
                                         Gerald F. Stahlecker
	 	 	Title:
                                         President



 


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE] 


 



     131


     


    




  


		THE ADMINISTRATIVE
         AGENT:
	 	 	 
	 	HSBC
                                         BANK USA, NATIONAL ASSOCIATION
	 	 	 
	 	By:	        /s/
                                         Joseph A. Lloret 
	 	 	Name:
                                         Joseph A. Lloret
	 	 	Title:
                                         Vice President



  


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]


 






     132


     


    







 


		LENDER:
	 	 	 
	 	HSBC
                                         BANK USA, NATIONAL ASSOCIATION
	 	 	 
	 	By:	        /s/
                                         Myles Bae 
	 	 	Name:
                                         Myles Bae
	 	 	Title:
                                         Senior Vice President






 


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]


 






     133


     


    




 


		THE COLLATERAL
         AGENT:
	 	 	 
	 	U.S.
                                         BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:
                                         	        /s/
                                         Maria D. Calzado 
	 	 	Name:
                                         Maria D. Calzado
	 	 	Title:
                                         Senior Vice President



  


[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]


 






     134


     


    

 


		THE ACCOUNT BANK:
	 	 	 
	 	U.S.
                                         BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	        /s/
                                         Maria D. Calzado 
	 	 	Name:
                                         Maria D. Calzado
	 	 	Title:
                                         Senior Vice President



 








[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]


 






     135


     


    







 


		THE CUSTODIAN:
	 	 	 
	 	U.S.
                                         BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	        /s/
                                         Maria D. Calzado 
	 	 	Name:
                                         Maria D. Calzado
	 	 	Title:
                                         Senior Vice President






 






     136


     


    


 





ANNEX A


 


	Lender	Commitment
	 	 
	HSBC Bank USA, National Association	$150,000,000



 



    	Sch. I-1 



    	 



    

 


SCHEDULE I


 


CONDITIONS PRECEDENT DOCUMENTS


 


As required by Section
3.01 of this Agreement, each of the following items must be delivered to the Administrative Agent prior to the effectiveness
of this Agreement:


 


(a)           A
copy of this Agreement duly executed by each of the parties hereto;


 


(b)           In
respect of each of the Borrower, the Collateral Manager and the Transferor:


 


(i)           its
certificate of incorporation or formation, as applicable;


 


(ii)          any
certificate of change of name; and


 


(iii)         its
operating agreement or bylaws, as applicable, in effect as of the date of this Agreement.


 


(c)           A
certificate of the Secretary or Assistant Secretary of each of the Borrower and the Collateral Manager dated as of the Closing
Date, certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign on behalf of such
Person the Transaction Documents to which it is a party (on which certificate the Administrative Agent, the Lenders and the Lender
Agents may conclusively rely until such time as the Administrative Agent and the Lender Agents shall receive from the Borrower
or the Collateral Manager, as applicable, a revised certificate meeting the requirements of this paragraph (b)(i)), (ii)
that each document delivered by it under paragraph (b) or (c) above, as applicable, has not been amended, replaced,
restated, supplemented, waived or otherwise modified and is in full force and effect and (iii) the resolutions of the board of
directors, consent of general partner or consent of sole member, as applicable, of such Person approving and authorizing the execution,
delivery and performance by such Person of the Transaction Documents to which it is a party;


 


(d)           A
good standing certificate, dated as of a recent date for each of the Borrower and the Collateral Manager, issued by the appropriate
authority or official of such Person’s jurisdiction of formation or registration, as applicable;


 


(e)           Duly
executed powers of attorney from the Borrower;


 


(f)            If
requested, duly executed Revolving Note(s);


 


(g)           Financing
statements describing the Collateral Portfolio, and (i) naming the Borrower as debtor and the Collateral Agent, on behalf of the
Secured Parties, as secured party, and (ii) other, similar instruments or documents, 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 Collateral
Agent’s, on behalf of the Secured Parties, interests in all Collateral Portfolio;


 


(h)           Financing
statements, if any, necessary to release all security interests and other rights of any Person in the Collateral Portfolio previously
granted by the Transferor;


 


(i)            Copies
of tax and judgment lien searches in all jurisdictions reasonably requested by the Administrative Agent and requests for information
(or a similar UCC search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the
Closing Date, and with respect to such requests for information or UCC searches, listing all effective financing statements which
name the Borrower as debtor and which are filed in the State of Delaware, together with copies of such financing statements (none
of which shall cover any Collateral Portfolio);


 






    	Sch. I-1 



    	 



    

 


(j)            One
or more favorable Opinions of Counsel of Clifford Chance US LLP, counsel to the Borrower and the Collateral Manager, and addressed
to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Custodian (as applicable), with respect
to (i) the due authorization, execution and delivery of, and enforceability of, this Agreement and the other Transaction Documents,
(ii) the perfection of the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral
Portfolio, and (iii) the true sale of the Collateral Portfolio under the Purchase and Contribution Agreement and that the Borrower
would not be substantively consolidated with FSIC or the Transferor in a proceeding under the Bankruptcy Code;


 


(k)           Duly
completed copies of Internal Revenue Service Form W-9 with all required attachments (or any successor forms or other certificates
or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Law) for the
Borrower; and


 


(l)            A
copy of each of the other Transaction Documents duly executed by the parties thereto.


 




    	Sch. I-2 



    	 



    

 


SCHEDULE II


 


ELIGIBILITY CRITERIA


 


The representations
and warranties set forth in this Schedule II are made by the Borrower under this Agreement and the Transferor under the
Purchase and Contribution Agreement, with respect to all Loan Assets which are designated as being Eligible Loan Assets on any
Borrowing Base Certificate or are otherwise represented to the Administrative Agent, the Lenders or the Lender Agents as being
Eligible Loan Assets, or are included as Eligible Loan Assets in any calculation set forth in this Agreement to which this Schedule
II is attached.


 


		1.	Such Loan Asset is (i) a Broadly Syndicated Loan Asset, Middle Market Loan Asset or Unsecured Bond,
and (ii) a First Lien Loan Asset, Second Lien Loan Asset, Last Out Loan Asset or Unsecured Bond.



 


		2.	Such Loan Asset constitutes a legal, valid, binding and enforceable obligation of the Obligor thereunder
and each guarantor thereof, enforceable against each such Person in accordance with its terms, subject to usual and customary bankruptcy,
insolvency and equity limitations and there are no conditions precedent to the enforceability or validity of such Loan Asset that
have not been satisfied or validly waived.



 


		3.	Such Loan Asset is in the form of, and is treated as, indebtedness for federal income tax purposes.



 


		4.	Such Loan Asset is evidenced by a note or a credit document and (if not originated by the Borrower)
an assignment document in the form specified in the applicable credit agreement or, if no such specification, on a form acceptable
to the agent in respect of such Loan Asset, in each case, governed by, and construed in accordance with, the law of the State of
New York or the applicable law governing such Loan Asset.



 


		5.	The Borrower has good and marketable title to, and is the sole owner of, such Loan Asset and the
Portfolio Assets related thereto, free and clear of all Liens other than Permitted Liens; such Loan Asset has not been sold, transferred,
assigned or pledged by the Transferor or the Borrower to any Person other than the Collateral Agent for the benefit of the Secured
Parties.



 


		6.	Such Loan Asset and the Portfolio Assets related thereto are subject to a valid, subsisting and
enforceable first or second priority perfected Lien (subject only to Permitted Liens) in favor of the Collateral Agent, on behalf
of the Secured Parties.



 


		7.	The Obligor with respect to such Loan Asset is (i) organized under the laws of the United States
or any State thereof or (ii) solely with respect to any Broadly Syndicated Loan Asset, under the laws of an Approved Foreign Jurisdiction.



 


		8.	Such Loan Asset is denominated and payable only in a Currency and does not permit the currency
or country in which such Loan Asset is payable to be changed.



 


		9.	If such Loan Asset is a Foreign Currency Loan Asset, such Loan Asset (i) is a Broadly Syndicated
Loan Asset, and (ii) is not (x) a Fixed Rate Loan Asset or (y) a Revolving Loan Asset.



 


		10.	Within the 12 months prior to the related Cut-Off Date and as of the related Cut-Off Date, (a) such
Loan Asset is and has been current on all interest and principal payments under the terms of the related Loan Agreement and (b)
there has been no (i) “event of default” (as defined in the related Loan Agreement) or (ii) any other default, breach,
violation or event permitting acceleration (provided that, the existence of any financial default shall be determined as
of the most recent financial report provided by the applicable Obligor) under the terms of any such Loan Asset (of which the Transferor
has actual knowledge) that has not been cured or waived, unless otherwise approved by the Administrative Agent in writing; provided,
that the Administrative Agent (in its sole discretion) may waive any or all of the Eligibility Criteria set forth in this item
10.



 






    	Sch. II-1 



    	 



    

 


		11.	The Obligor with respect to such Loan Asset is not an Affiliate of the Collateral Manager or the
Transferor with respect to such Loan Asset, except to the extent warrants or other equity interests in such Obligor are granted
to the Collateral Manager or the Transferor or one of their Affiliates in connection with a restructuring of such Loan Asset.



 


		12.	The acquisition of any such Loan Asset by the Borrower or the Pledge thereof would not violate
any Applicable Law.



 


		13.	[Intentionally Omitted].



 


		14.	Pursuant to the Loan Agreement with respect to such Loan Asset (other than an Unsecured Bond),
either (a) such Loan Asset is freely assignable to the Borrower and able to be Pledged to the Collateral Agent, on behalf of the
Secured Parties, without the consent of the Obligor or (b)(i) all consents necessary for assignment of such Loan Asset to the Borrower
and Pledge to the Collateral Agent for the benefit of the Secured Parties have been obtained, or (ii) the applicable Loan Agreement
requires only usual and customary consents (including the approval of “first out” lenders with respect to Last Out
Loan Assets) and provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable
Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement
inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).



 


		15.	The funding obligations for such Loan Asset and the Loan Agreement under which such Loan Asset
(other than an Unsecured Bond) was created have been fully satisfied and all sums available thereunder have been fully advanced,
or if such Loan Asset is a Revolving Loan Asset or Delayed Drawdown Loan Asset, either (a) the Borrower shall have or have caused
to be, at the time of the sale of such Loan Asset to the Borrower, deposited into the Unfunded Exposure Account an amount in Dollars
equal to the Unfunded Exposure Equity Amount or (b) the Unfunded Exposure Equity Amount with respect to such Loan Asset does not
create a Borrowing Base Deficiency or Foreign Currency Excess Exposure.



 


		16.	Such Loan Asset is not the subject of any assertions in respect of, any litigation, right of rescission,
set-off, counterclaim or defense, including the defense of usury, by the related Obligor, nor will the operation of any of the
terms of the related Loan Agreement with respect to the Loan Asset, or the exercise of any right thereunder, render such Loan Agreement
unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense
of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and such Loan
Agreement provide for an affirmative waiver by the related Obligor of all rights of rescission, set-off and counterclaim against
the Transferor and its assignees.



 


		17.	With respect to a Loan Asset acquired (including beneficial rather than legal title) by the Borrower
from the Transferor under the Purchase and Contribution Agreement, as of the Cut-Off Date on which such Loan Asset is Pledged under
this Agreement and on each day thereafter, the Transferor has caused its records relating to such Loan Asset to be clearly and
unambiguously marked to show that such Loan Asset has been acquired (whether by “true sale” or “true participation”
with respect to Participation Interests) by the Borrower.



 






    	Sch. II-2 



    	 



    

 


		18.	Such Loan Asset has not been repaid, prepaid, satisfied or rescinded, in each case, in full.



 


		19.	Such Loan Asset is not subject to withholding tax unless the Obligor thereon is required under
the terms of the related Loan Agreement to make “gross-up” payments that cover the full amount of such withholding
tax on an after-tax basis in the event of a Change of Tax Law. The transfer, assignment and conveyance of such Loan Asset (and
the Portfolio Assets related thereto) from the Transferor to the Borrower pursuant to the Purchase and Contribution Agreement,
is not subject to and will not result in any fee or governmental charge (other than income taxes) payable by the Borrower to any
federal, state or local government.



 


		20.	Such Loan Asset is recorded on the Loan Asset Register.



 


		21.	The Obligor with respect to such Loan Asset (and any guarantor of such Obligor’s obligations
thereunder), had full legal capacity to execute and deliver the Loan Agreement which creates such Loan Asset and any other documents
related thereto.



 


		22.	The Obligor of such Loan Asset is not a Governmental Authority.



 


		23.	If such Loan Asset was transferred by the Transferor to the Borrower under the Purchase and Contribution
Agreement, such Loan Asset (a) was originated or acquired by the Transferor in the ordinary course of the Transferor’s business
and, to the extent required by Applicable Law, the Transferor has all necessary consents, licenses, approvals, authorizations and
permits to underwrite, originate or acquire such Loan Asset in the State where the Obligor was located (to the extent required
by Applicable Law), and (b) was transferred by the Transferor under an assignment and acceptance agreement relating to such Loan
Asset.



 


		24.	There are no proceedings pending or, to the Borrower’s knowledge, threatened (a) asserting
insolvency of the Obligor of such Loan Asset, or (b) wherein the Obligor of such Loan Asset, any other obligated party or any governmental
agency has alleged that such Loan Asset or the Loan Agreement which creates such Loan Asset is illegal or unenforceable.



 


		25.	[Intentionally Omitted].



 


		26.	The Related Collateral for each such Loan Asset is not used by the related Obligor in any manner
or for any purpose which would result in any material risk of liability being imposed upon the Transferor, the Borrower or the
Lenders under any federal, state, local or foreign laws, common laws, statutes, codes, ordinances, rules, regulations, permits,
judgments, agreements or order related to addressing the environment, health or safety.



 


		27.	The original term to maturity of such Loan Asset is less than or equal to seven years.



 


		28.	Each such Loan Asset does not contain confidentiality restrictions that would prohibit the Lenders,
the Lender Agents or the Administrative Agent from accessing all necessary information (as required to be provided pursuant to
the Transaction Documents) with regard to such Loan Asset.



 


		29.	Each such Loan Asset provides for full payment of principal and interest payable in cash (other
than, in the case of a PIK Loan Asset, the portion of interest that is payable in kind) no later than its stated maturity and has
a current cash coupon payable at least semi-annually, and payments with respect to such Loan Asset are not tied to non-credit related
risk (including, but not limited to, movement in interest rates or occurrence of a catastrophe).



 






    	Sch. II-3 



    	 



    

 


		30.	Each such Loan Asset (a) was originated and underwritten, or acquired and re-underwritten, by the
Transferor including, the completion of a due diligence and, if applicable, a collateral assessment and (b) is being serviced by
the Collateral Manager, in accordance with the Servicing Standard.



 


		31.	All right, title and interest of the Transferor and/or the Borrower, as applicable, in and to such
Loan Asset and any Related Collateral (but excluding, as applicable, the Retained Interest and Excluded Amounts), and which Loan
Asset has transferred pursuant to the Purchase and Contribution Agreement, and listed on Schedule I to the Loan Assignment as of
its Cut-Off Date; such Loan Asset as of the initial Advance Date (i) was approved and certified as an “Eligible Loan Asset”
by the Transferor, and (ii) is set forth on the Loan Asset Schedule delivered on the initial Advance Date.



 


		32.	All of the original or certified Required Loan Documents and the Loan Asset File with respect to
such Loan Asset have been, or will be, delivered to the Custodian within five Business Days of the applicable Cut-Off Date, and
all Servicing Files are being or shall be maintained at the principal place of business of the Portfolio Manager or a sub-advisor
in accordance with customary safety procedures.



 


		33.	Such Loan Asset is not an extension of credit by the Transferor to the Obligor for the purpose
of (a) making any past due principal, interest or other payments due on such Loan Asset, (b) preventing such Loan Asset or any
other loan to the related Obligor from becoming past due or (c) preventing such Loan Asset from becoming defaulted.



 


		34.	The Obligor with respect to such Loan Asset, at the applicable time, (a) is a business organization
(and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization; (b) is a legal
operating entity or holding company; (c) has not entered into the Loan Asset primarily for personal, family or household purposes;
and (d) is not the subject of a Bankruptcy Event, and, as of the related Cut-Off Date, such Obligor is not in financial distress
and has not experienced a material adverse change in its condition, financial or otherwise, in each case, as determined by the
Borrower in its reasonable discretion unless approved in writing by the Administrative Agent.



 


		35.	All information provided by the Borrower or the Collateral Manager to the Administrative Agent
in writing with respect to such Loan Asset (other than projections, which are provided in good faith) is true, complete and correct
as of the date such information is provided.



 


		36.	Such Loan Asset is not principally secured by Interests in Real Property or by Margin Stock.



 


		37.	Such Loan Asset is not an Equity Security and does not provide for the conversion into an Equity
Security at any time on or after the date it is included as part of the Collateral Portfolio.



 


		38.	If such Loan Asset that is a Short-Term Participation Interest, it is not greater than 60 days
from its related Cut-Off Date.



 


		39.	[Intentionally Omitted].



 


		40.	The Obligor with respect to such Loan Asset is not in the payday loan, assault weapon, firearms
manufacturing, gaming (including online or telephonic gaming and gambling, but excluding hospitality and/or resorts development
or management), adult entertainment related or licensed marijuana related industries.



 






    	Sch. II-4 



    	 



    

 


		41.	As of the related Cut-Off Date, no such Loan Asset is the subject of an offer, exchange or tender
by the related Obligor that contemplates amendments that would cause such Loan Asset to no longer be an Eligible Loan Asset.



 


		42.	No such Loan Asset is a bond (other than an Unsecured Bond), a Bridge Loan, a Non-Cash Paying PIK
Loan Asset, a Zero-Coupon Obligation, an unsecured loan (other than an Unsecured Bond), a commercial real estate loan, construction
loan or loan principally secured by real property, a letter of credit or in support of a letter of credit, a lease, a Synthetic
Security, an interest in a grantor trust, a step-down obligation, a floating rate note or a Structured Finance Obligation.



 


		43.	No payment of such Loan Asset is subject to substantial non-credit related risk, as determined
by the Borrower in accordance with the Servicing Standard.



 


		44.	None of the Obligor with respect to such Loan Asset, any of its Affiliates or any director or officer
or, to the knowledge of the Borrower or the Collateral Manager, employee or agent of the Obligor with respect to such Loan Asset,
is a Person that is, or is owned or controlled by, or acting on behalf of, any Person that is, (i) the target of any Sanctions
or (ii) located, organized or resident in any Sanctioned Jurisdiction.



 


		45.	If such Loan Asset is a Middle Market Loan Asset, such Loan Asset (i) has a Purchase Price equal
to or greater than 95.0%, and (ii) has an Initial Assigned Value as of its related Cut-Off Date equal to or greater than 95.0%.



 


		46.	If such Loan Asset is a Broadly Syndicated Loan Asset, (i) it has an initial issuance size and
Outstanding Balance as of its related Cut-Off Date of $300,000,000 or greater, (ii) it has an Average Liquidity Score of 4 or better,
and (iii) it has been assigned (as of the date of acquisition and as of its related Cut-Off Date) a rating of CCC or higher from
S&P and Caa2 or higher from Moody’s.



 


		47.	If such Loan Asset is a Broadly Syndicated Loan Asset, such Loan Asset (i) has a Purchase Price
equal to or greater than 90.0%, and (ii) has an Initial Assigned Value as of its related Cut-Off Date equal to or greater than
90.0%.



 


		48.	If such Loan Asset is a Middle Market Loan Asset that is a First Lien Loan Asset or Last Out Loan
Asset:



 


		a.	such Loan Asset contains at least one Maintenance Covenant; and



 


		b.	each of the following tests are satisfied (utilizing the immediately prior 12-months as the Relevant
Test Period for the calculations thereof):



 


		i.	the Senior Leverage Ratio of the related Obligor (x) with respect to a First Lien Loan Asset is
less than or equal to 4.50:1.00, and (y) with respect to a Last Out Loan Asset is less than or equal to 5.25:1.00;



 


		ii.	the Total Leverage Ratio of the related Obligor is less than or equal to 6.00:1.00;



 


		iii.	the Interest Coverage Ratio of the related Obligor is greater than or equal to 2.00:1.00;



 


		iv.	EBITDA of the related Obligor is greater than or equal to $10,000,000; and



 


		v.	LTV is less than or equal to 60%.



 


		49.	If such Loan Asset is a Middle Market Loan Asset that a Second Lien Loan Asset,



 


		a.	such Loan Asset contains at least one Maintenance Covenant; and



 






    	Sch. II-5 



    	 



    

 


		b.	each of the following Maintenance Covenants and other covenants are satisfied (utilizing the immediately
prior 12-months as the Relevant Test Period for the calculations thereof):



 


		i.	Total Leverage Ratio of the related Obligor is less than or equal to 6.00:1.00;



 


		ii.	the Interest Coverage Ratio of the related Obligor is greater than or equal to 2.00:1.00; and



 


		iii.	EBITDA of the related Obligor is greater than or equal to $10,000,000.



 




    	Sch. II-6 



    	 



    

 


SCHEDULE III


 


AGREED-UPON PROCEDURES FOR

INDEPENDENT PUBLIC ACCOUNTANTS


 


In accordance with
Section 6.05(d) of this Agreement, the Borrower will cause a firm of nationally recognized independent public accountants
to furnish in accordance with attestation standards established by the American Institute of Certified Public Accountants a report
to the effect that such accountants have either verified, compared, or recalculated each of the following items in the Servicing
Report to applicable system or records of the Borrower or the Collateral Manager (including credit files):


 


Loan Tape:


 


		●	Senior Leverage Ratio for the most recent Relevant Test Period



 


		●	Total Leverage Ratio for the most recent Relevant Test Period



 


		●	Interest Coverage Ratio for the most recent Relevant Test Period



 


		●	EBITDA for the most recent period



 


		●	Days delinquent



 


		●	Scheduled maturity date



 


		●	Rate of interest (and reference rate)



 


		●	Outstanding Balance



 


		●	Adjusted Balance



 


		●	Borrowing Base



 


		●	Advances Outstanding



 


		●	Compare amounts on deposit in the Principal Collection Subaccount, Interest Collection Subaccount, Payment Account and Unfunded
Exposure Account to the actual balances reflected by the Account Bank



 


		●	Calculations with respect to substitutions pursuant to Section 2.07(a), sales pursuant to Section 2.07(b) and
dividends pursuant to Section 2.07(g)



 




    	Sch. III-1 



    	 



    

 


Three random Servicing
Reports from the fiscal year will be chosen and reviewed.


 


The report provided
by the accountants may be in a format typically utilized for a report of this nature, however it will consist of at a minimum,
(i) a list of deviations from the Servicing Report and (ii) discuss with the Borrower the reason for such deviations, and
set forth the findings in such report.


 




    	Sch. III-2 



    	 



    

 


SCHEDULE IV


 


LOAN TAPE


 


For each Loan Asset,
the Borrower shall provide, as applicable, the following information and the applicable Loan Tape:


 


		(a)	Loan Asset number



 


		(b)	Obligor name



 


		(c)	Identification number of Obligor



 


		(d)	Type of Loan Asset (as specified in the definition of “Advance Rate”)



 


		(e)	Calculation of the Senior Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset
and for the most recent Relevant Test Period



 


		(f)	Calculation of the Total Leverage Ratio as of the applicable Cut-Off Date for such Loan Asset and
for the most recent Relevant Test Period



 


		(g)	Calculation of the Interest Coverage Ratio as of the applicable Cut-Off Date for such Loan Asset
and for the most recent Relevant Test Period



 


		(h)	Cut-Off Date and trailing twelve month EBITDA



 


		(i)	Days delinquent



 


		(j)	Scheduled maturity date



 


		(k)	Whether the rate of interest is floating or fixed



 


		(l)	Rate of interest (and reference rate with floors, if any)



 


		(m)	LIBOR floor (if applicable)



 


		(n)	Outstanding Balance



 


		(o)	Any Unfunded Exposure Amount (if applicable)



 


		(p)	Par amount (the Outstanding Balance + Unfunded Exposure Amount)



 


		(q)	Assigned Value as of the applicable Cut-Off Date for such Loan Asset and as of the most recent
Determination Date



 


		(r)	Adjusted Balance



 


		(s)	Moody’s Industry Classification



 


		(t)	Whether such Loan Asset has been subject to a Value Adjustment Event (and of what type)



 


		(u)	Whether such Loan Asset has been subject to a Material Modification



 


		(v)	Cut-Off Date for such Loan Asset



 


		(w)	Advance Rate



 


		(x)	Location such Obligor is organized (United States or the Approved Foreign Jurisdiction)



 


		(y)	Purchase Price



 




    	Sch. IV-1 



    	 



    

 


SCHEDULE V


 


MOODY’S INDUSTRY CLASSIFICATION


 


		1.	Aerospace & Defense






		2.	Automotive






		3.	Banking






		4.	Beverage, Food, & Tobacco






		5.	Capital Equipment






		6.	Chemicals, Plastics, & Rubber






		7.	Construction & Building






		8.	Consumer Goods: Durable






		9.	Consumer Goods: Nondurable






		10.	Containers, Packaging, & Glass






		11.	Energy: Electricity






		12.	Energy: Oil & Gas






		13.	Environmental Industries






		14.	Fire: Finance






		15.	Fire: Insurance






		16.	Fire: Real Estate






		17.	Forest Products & Paper






		18.	Healthcare & Pharmaceuticals






		19.	High Tech Industries






		20.	Hotel, Gaming, & Leisure






		21.	Media: Advertising, Printing & Publishing






		22.	Media: Broadcasting & Subscription






		23.	Media: Diversified & Production






		24.	Metals & Mining






		25.	Retail






		26.	Services: Business






		27.	Services: Consumer






		28.	Sovereign & Public Finance






		29.	Telecommunications






		30.	Transportation: Cargo






		31.	Transportation: Consumer






		32.	Utilities: Electric






		33.	Utilities: Oil & Gas






		34.	Utilities: Water






		35.	Wholesale



 




    	Sch. V-1 



    	 



    

 


SCHEDULE VI


 


[INTENTIONALLY OMITTED]


 




    	Sch. VI-1 



    	 



    

 


SCHEDULE VII


 


[INTENTIONALLY OMITTED]


 




    	Sch. VII-1 



    	 



    

 


SCHEDULE VIII


 


CLOSING DATE LOAN ASSETS


 




    	Annex-A-1 



    	 



    

 


Execution Version


 


EXHIBITS TO LOAN AND SECURITY AGREEMENT


 


Dated as of December 15, 2016


 


(HAMILTON STREET FUNDING LLC)


 


EXHIBITS


 





	EXHIBIT A	-	Form of Approval Notice
	EXHIBIT B	- 	Form of Borrowing Base Certificate
	EXHIBIT C	- 	Form of Disbursement Request
	EXHIBIT D	- 	Form of Joinder Supplement
	EXHIBIT E	- 	Form of Notice of Borrowing
	EXHIBIT F	- 	Form of Notice of Reduction (Reduction of Advances Outstanding)
	EXHIBIT G	- 	Form of Notice of Termination/Permanent Reduction
	EXHIBIT H-1	- 	Form of Revolving Note (US Dollar)
	EXHIBIT H-2	- 	Form of Revolving Note (Canadian Dollar)
	EXHIBIT H-3	- 	Form of Revolving Note (British Pound)
	EXHIBIT H-4	- 	Form of Revolving Note (Euro)
	EXHIBIT I	- 	Form of Notice of Loan Asset Transfer
	EXHIBIT J	- 	Form of Certificate of Closing Attorneys
	EXHIBIT K	- 	Form of Servicing Report
	EXHIBIT L	- 	[Intentionally Omitted]
	EXHIBIT M	- 	Form of Release of Required Loan Documents
	EXHIBIT N	- 	Form of Transferee Letter
	EXHIBIT O	- 	Form of Power of Attorney for the Borrower
	EXHIBIT P	- 	[Intentionally Omitted]
	EXHIBIT Q	- 	[Intentionally Omitted]
	EXHIBIT R	- 	Form of Assignment of Required Loan Documents







 








    	 



    	 



    


 


EXHIBIT A


 


FORM OF APPROVAL NOTICE


 


HAMILTON STREET FUNDING LLC


 


APPROVED LOAN ASSET APPROVAL NOTICE


 


DATE: _____________ 


 





	[APPROVED LOAN ASSET INFORMATION]	 	 
	 	Obligor name	 	 
	 	Par amount	 	 
	 	Tranche	 	 
	 	Pricing	 	 
	 	Remaining maturity	 	 
	 	EBITDA	 	 
	 	Senior secured indebtedness	 	 
	 	Total indebtedness	 	 
	 	Interest expense	 	 
	 	Senior Leverage Ratio	 	 
	 	Interest Coverage Ratio	 	 
	 	Total Leverage Ratio	 	 
	 	LTV	 	 
	 	Average Liquidity Score	 	 
	 	Moody’s rating (if any)	 	 
	INITIAL ASSIGNED VALUE AND RECOVERY RATE	 	 
	 	[Initial] Assigned Value	 	 
	 	Recovery Rate	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION WAIVER	 	 
	 	Waiver good until (if applicable)	 	 
	 	Waiver conditioned upon (if applicable)	 	 







 






    Ex. A-1


     


    

 


ADDITIONAL ASSET-SPECIFIC SPECIFIED ELIGIBILITY CRITERIA
(IF ANY)1


 








	 
	 
	 
	 



 


ASSET-SPECIFIC ASSIGNED VALUE ADJUSTMENT EVENTS (IF ANY)2


 


	 
	 
	 
	 
	 





 





	 	Waiver approved by:
	 	 	HSBC Bank USA, National Association,
	 	 	as the Administrative Agent
	 	 	 	 	 	 	 
	 	 	 	Name:	
	 	 	 	Telephone No.:	







 





 









1
Pursuant to the last clause to the definition of “Specified Eligibility Criteria” in the Loan and Security
Agreement. 


2 Pursuant
to clause (j) of the definition of “Value Adjustment Event” in the Loan and Security Agreement.







 






    Ex. A-2


     


    

 


EXHIBIT
B


 


FORM OF BORROWING BASE CERTIFICATE


 


[_] [_], 20[_]


 


Reference is made to that certain Loan
and Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan
and Security Agreement”), by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”),
HSBC Bank USA, National Association, as the administrative agent (the “Administrative Agent”), each of the Lenders
from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto (the
“Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral
Agent”), as the account bank (in such capacity, the “Account Bank”) and as the custodian (in such
capacity, the “Custodian”). Capitalized terms used but not defined herein shall have the meanings set forth
or incorporated by reference in the Loan and Security Agreement.


 


As of the date hereof, the undersigned
hereby certifies that (i) all of the information set forth in Annex I attached hereto is true, correct and complete in all
respects, (ii) if this Borrowing Base Certificate is delivered in connection with an Advance, no Event of Default, Unmatured Event
of Default, Borrowing Base Deficiency or Foreign Currency Excess Exposure is Continuing under the Loan and Security Agreement or
would result from such Advance or the application of proceeds therefrom and (iii) each of the representations and warranties contained
in the Loan and Security Agreement is true and correct in all respects on and as of the date hereof as though made on and as of
the date hereof (except to the extent relating to an earlier date, in which case such representations and warranties shall be true
and correct in all respects as of such earlier date).


  


[Remainder of Page Intentionally Left Blank]


 






    Ex. B-1


     


    

 


Certified as of the date first written
above.


 


	 	HAMILTON STREET FUNDING LLC, as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    Ex. B-2


     


    

  


ANNEX I

to Exhibit B


 


FORM OF BORROWING BASE CERTIFICATE


 


(See Attached)


 






    Ex. B-3


     


    

 


EXHIBIT C


 


FORM OF DISBURSEMENT REQUEST


 


(Disbursements from Unfunded Exposure Account
and Reinvestments of Principal Collections)


 


[Date]


 


(Hamilton
Street Funding LLC)


 


HSBC Bank USA, National Association


as the Administrative Agent


Corporate Trust & Loan Agency


425 Fifth Avenue


New York, NY 10018


Attention: Loan Agency


Facsimile No.: (917) 229-6659

Telephone No.: (212) 525-7253


Email: CTLANY.LoanAgency@us.hsbc.com


  


		Re:	Loan and Security Agreement dated as of December 15,
2016



 


Ladies and Gentlemen:


 


This Disbursement Request is delivered
to you pursuant to Section [2.04(d)][2.19] of that certain Loan and Security Agreement, dated as of December 15,
2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as the
account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).
Capitalized terms used but not defined herein shall have the meanings set forth or incorporated by reference in the Loan and Security
Agreement.


 


The undersigned, being a duly elected Responsible
Officer of the Borrower, and holding the title set forth below such Responsible Officer’s name, hereby certifies as follows:


 


[1.            Pursuant to Section 2.04(d)
of the Loan and Security Agreement, the Borrower hereby requests a disbursement (a “Disbursement”) from the
Unfunded Exposure Account in the amount of $______________ to [Applicable Obligor], such Disbursement to be paid as follows:


 


Bank Name:__________________________________________


 


ABA No.: ___________________________________________


 






    Ex. C-1


     


    

 


Account Name:_______________________________________


 


Account No.: ________________________________________


 


Reference:__________________________________________ ]


 


[2.            Pursuant to Section 2.19(a)
of the Loan and Security Agreement, the Borrower hereby requests a disbursement (a “Disbursement”) of Principal
Collections from the Principal Collection Subaccount in the amount of $_____________ to reinvest in additional Eligible Loan Assets
to be Granted under the Loan and Security Agreement.]


 


[3.            Pursuant to Section 2.17(b)
of the Loan and Security Agreement, the Borrower hereby requests a disbursement (a “Disbursement”) of Principal
Collections from the Principal Collection Subaccount in the amount of $_____________ to make payments in respect of the Advances
Outstanding in accordance with and subject to the terms of Section 2.17 of the Loan and Security Agreement.]


 


4.             The
Borrower hereby requests that such Disbursement be made on the following date: _____________.


 


5.             In
connection with a Disbursement pursuant to Section 2.19 of the Loan and Security Agreement, attached to this Disbursement
Request is a true, correct and complete calculation of the Borrowing Base and all components thereof and the current Loan Tape.


 


6.             Other
than any Disbursement from the Unfunded Exposure Account after the occurrence and during the continuance of an Event of Default
or after the declaration or automatic occurrence of the Termination Date, all of the conditions applicable to the Disbursement
as set forth in the Loan and Security Agreement have been satisfied as of the date hereof and will remain satisfied to the date
of such Disbursement including the following:


 


(i)       the
representations and warranties of the Borrower set forth in the Loan and Security Agreement are true and correct in all respects
on and as of such date, before and after giving effect to the Disbursement and to the application of the proceeds therefrom, as
though made on and as of such date (except to the extent relating to an earlier date, in which case such representations and warranties
shall continue to be correct in all material respects as of such earlier date); and


 


(ii)       no
Event of Default, Unmatured Event of Default, Borrowing Base Deficiency or Foreign Currency Excess Exposure is Continuing or would
result from such Disbursement or from the application of the proceeds therefrom.


 


7.             The
Borrower hereby represents that in connection with a Disbursement contemplated by paragraph 1 above only, such Disbursement shall
be used solely for the purpose of funding the Unfunded Exposure Amount(s) of one or more Delayed Drawdown Loan Assets or Revolving
Loan Assets included in the Collateral Portfolio.


 


The undersigned certifies that all information
contained herein and in the attached Borrowing Base Certificate and Loan Tape, as applicable, taken as a whole, is accurate, true
and correct in all material respects as of the date hereof and does not omit to state a material fact or any fact necessary to
make the statements contained herein or therein not misleading in any material respect.


 


[ATTACH BORROWING BASE CERTIFICATE AND LOAN
TAPE

FOR DISBURSEMENTS PURSUANT TO SECTION 2.19]


 


[Remainder of Page Intentionally Left Blank]


 






    Ex. C-2


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Disbursement Request as of the date first written above.


 





	 	HAMILTON STREET FUNDING LLC, as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. C-3


     


    

 


EXHIBIT D


 


FORM OF

JOINDER SUPPLEMENT


 


JOINDER SUPPLEMENT, dated as of the date
set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, Hamilton
Street Funding LLC, as the borrower (the “Borrower”), the Lender Agent named in Item 4 of Schedule I
hereto (the “Lender Agent”) and HSBC BANK USA, NATIONAL ASSOCIATION, as the administrative agent (the “Administrative
Agent”).


 


W I T N E S S E T H:


 


WHEREAS, this Joinder Supplement is being
executed and delivered under Section 11.04 of the Loan and Security Agreement, dated as of December 15, 2016 (as amended,
supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), by and among Hamilton
Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association, as the administrative
agent (the “Administrative Agent”), each of the Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the
“Account Bank”) and as the custodian (in such capacity, the “Custodian”). Capitalized terms
used but not defined herein shall have the meanings set forth or incorporated by reference in the Loan and Security Agreement;
and


 


WHEREAS, the party set forth in Item 2
of Schedule I hereto (the “Proposed Lender”) wishes to become a Lender designated as a Lender party to the Loan
and Security Agreement;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


(a)       Upon
receipt by the Administrative Agent of an executed counterpart of this Joinder Supplement, to which is attached a fully completed
Schedule I and Schedule II, each of which has been executed by the Proposed Lender, the Borrower, the Lender Agent, the Administrative
Agent and the Collateral Agent, the Administrative Agent will transmit to the Proposed Lender, the Borrower, the Collateral Agent
and the Lender Agent a Joinder Effective Notice, substantially in the form of Schedule III to this Joinder Supplement (a “Joinder
Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth,
inter alia, the date on which the joinder effected by this Joinder Supplement shall become effective (the “Joinder Effective
Date”). From and after the Joinder Effective Date, the Proposed Lender shall be designated as a Lender party to the Loan
and Security Agreement for all purposes thereof.


 


(b)       Each
of the parties to this Joinder Supplement agrees and acknowledges that at any time and from time to time upon the written request
of any other party, it will execute and deliver such further documents and do such further acts and things as such other party
may reasonably request in order to effect the purposes of this Joinder Supplement.


 






    Ex. D-1


     


    

 


(c)       By
executing and delivering this Joinder Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent, the
Collateral Agent, the Lender Agents and the other Lender(s) as follows: (i) none of the Administrative Agent, the Collateral Agent,
the Lender Agents and the other Lender(s) makes any representation or warranty or assumes any responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan and Security Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan and Security Agreement or any other instrument or document
furnished pursuant thereto, or with respect to any Revolving Notes issued under the Loan and Security Agreement, or the Collateral
Portfolio or the financial condition of the Transferor, the Collateral Manager or the Borrower, or the performance or observance
by the Transferor, the Collateral Manager or the Borrower of any of their respective obligations under the Loan and Security Agreement,
any other Transaction Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Lender confirms
that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Supplement; (iii) the Proposed Lender will, independently and without reliance upon the Administrative
Agent, the Collateral Agent, the Lender Agents or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan and Security Agreement;
(iv) the Proposed Lender appoints and authorizes the Lender Agent to take such action as agent on its behalf and to exercise such
powers under the Loan and Security Agreement as are delegated to the Lender Agent by the terms thereof, together with such powers
as are reasonably incidental thereto, all in accordance with Article IX of the Loan and Security Agreement; (v) the Proposed Lender
appoints and authorizes the Administrative Agent, the Custodian and the Collateral Agent, as applicable, to take such action as
agent on its behalf and to exercise such powers under the Loan and Security Agreement as are delegated to the Administrative Agent,
the Custodian and Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental
thereto, all in accordance with the Loan and Security Agreement; and (vi) the Proposed Lender agrees (for the benefit of the parties
hereto and the other Lender(s)) that it will perform in accordance with their terms all of the obligations which by the terms of
the Loan and Security Agreement are required to be performed by it as a Lender.


 


(d)       Schedule
II hereto sets forth administrative information with respect to the Proposed Lender.


 


(e)       THIS
JOINDER SUPPLEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURY WAIVER, EXECUTION IN COUNTERPARTS, SEVERABILITY,
INTEGRATION, CONSENT TO JURISDICTION AND SERVICE OF PROCESS SET FORTH IN SECTIONS 11.06, 11.10 AND 11.11 OF THE LOAN AND SECURITY
AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.


 


IN WITNESS WHEREOF, the parties hereto
have caused this Joinder Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the
date set forth in Item 1 of Schedule I hereto.


 






    Ex. D-2


     


    

 


SCHEDULE I TO

JOINDER SUPPLEMENT


 


COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


 


		Re:	Loan and Security Agreement, dated as of December 15, 2016, by and among Hamilton Street Funding
LLC, as Borrower, the other parties thereto and HSBC Bank USA, National Association, as Administrative Agent.



 





	Item 1: Date of Joinder Supplement:	 	 
	 	 	 
	Item 2: Proposed Lender:	 	 
	 	 	 
	Item 3: Commitment:	 	 
	 	 	 
	Item 4: Name of Lender Agent:	 	 
	 	 	 
	Item 5: Signatures of Parties to Agreement:	 	 










	 	 	,
	 	as Proposed Lender
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








	 	 	,
	 	as Proposed Lender Agent
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  






    Ex. D-3


     


    

 





	 	HAMILTON STREET FUNDING LLC, as Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	HSBC BANK USA, NATIONAL
ASSOCIATION, as Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Ex. D-4


     


    


 


SCHEDULE
II TO

JOINDER SUPPLEMENT


 


ADDRESS
FOR NOTICES

AND

WIRE INSTRUCTIONS


 


		■	Address
                                         for Notices:______________________  






_________________________________ 





_________________________________ 





_________________________________  


Telephone:________________________        


Facsimile:_________________________        


Email:____________________________       


 


		■	With
                                         a copy to: __________________________ 






_________________________________  


_________________________________  


_________________________________  


Telephone:________________________        


Facsimile:_________________________        


Email:____________________________       


 


		■	Wire
                                         Instructions:________________________ 






Name
of Bank:_____________________  


A/C
No.:__________________________  


ABA
No.__________________________  


Reference:_________________________       


 




    Ex. D-5


     

    

 


SCHEDULE
III TO

JOINDER SUPPLEMENT


 


FORM
OF

JOINDER EFFECTIVE NOTICE


 


		To:	[Name
                                         and address of the Borrower, Collateral Agent, Lender Agent and Proposed Lender]



 


The
undersigned, as Administrative Agent under the Loan and Security Agreement, dated as of December 15, 2016 (as amended, supplemented
or otherwise modified from time to time, the “Loan and Security Agreement”), by and among Hamilton Street Funding
LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association, as the administrative agent (the
“Administrative Agent”), each of the Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity,
the “Account Bank”) and as the custodian (in such capacity, the “Custodian”), is delivering
this notice in connection with the Joinder Supplement, dated as of ______, 20__ (the “Joinder Supplement”),
among __________, Hamilton Street Funding LLC, as the borrower, HSBC Bank USA, National Association, as the administrative agent,
Proposed Lender and Proposed Lender Agent. Terms defined in such Joinder Supplement are used herein as therein defined.


 


[Note:
Attach copies of Schedules I and II from Joinder Supplement.]


 


Pursuant
to the Joinder Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Lender] will be _____________
and such Proposed Lender will be a Lender designated as a Lender with a Commitment of __________.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	 	as Administrative Agent
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:




 






    Ex. D-6


     

    

 


EXHIBIT
E


 


FORM
OF NOTICE OF BORROWING


 


NOTICE
OF BORROWING


 


[Date]


 


(Hamilton
Street Funding LLC)


 


	To:          HSBC
                                         Bank USA, National Association

        

        as
the Administrative Agent 

        Corporate
Trust & Loan Agency 

        425
Fifth Avenue 

        New
York, NY 10018 

        Attention:
Loan Agency 

        Facsimile
No.: (917) 229-6659

Telephone No.: (212) 525-7253 

        Email:
CTLANY.LoanAgency@us.hsbc.com

        

[Each Lender Agent Name and Address] 
	 

         

         

         



 


Re:          Loan
and Security Agreement dated as of December 15, 2016


 


Ladies
and Gentlemen:


 


This
Notice of Borrowing is delivered to you pursuant to Sections 2.02(b) and 3.02(a) of that certain Loan and Security
Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan
and Security Agreement”), by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”),
HSBC Bank USA, National Association, as the administrative agent (the “Administrative Agent”), each of the
Lenders from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party
thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity,
the “Collateral Agent”), as the account bank (in such capacity, the “Account Bank”) and
as the custodian (in such capacity, the “Custodian”). Capitalized terms used but not defined herein shall have
the meanings set forth or incorporated by reference in the Loan and Security Agreement.


 


The
undersigned, being a duly elected Responsible Officer of the Borrower, and holding the title set forth below such Responsible
Officer’s name, hereby certifies as follows:


 


1.          [The
Borrower hereby requests an Advance in the principal amount of [U.S.$][CAN$][GBP][€]____________ to originate or purchase
Eligible Loan Assets. Such Advance shall be deposited in the Principal Collection Subaccount as follows:


 


Bank
Name: US Bank NA


 


ABA
No.: 091-000-022


 


Account
Name: Hamilton Street Funding LLC


 


Account
No.: 104792768558


 


FFC:
184998-202


 






    Ex. E-1


     

    

 


Reference:
Hamilton Street Funding Principal Collection


 


(i)       HSBC’s
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


(ii)        [Lender’s]
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


(iii)       [Lender’s]
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


2.       [The
Borrower hereby requests an Advance in the principal amount of [U.S.$][CAN$][GBP][€]_______________ (such amount not to exceed
the Unfunded Exposure Amount Shortfall) to deposit into the Unfunded Exposure Account. Such Advance shall be deposited in the
Unfunded Exposure Account as follows:


 


Bank
Name: US Bank NA


 


ABA
No.: [_]


 


Account
Name: [_]


 


Account
No.: [_]


 


FFC:
[_]


 


Reference:
[_] 


 


(i)        HSBC’s
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


(ii)       [Lender’s]
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


(iii)      [Lender’s]
Pro Rata Share of such requested Advance is [U.S.$][CAN$][GBP][€]_____________.


 


3.       The
Borrower hereby requests that such Advance be made on the following date: ____________.


 


4.
       The requested Advance is a [LIBOR Advance][Base Rate Advance].


 


5.       The
Borrower hereby requests that the Advance be made in [U.S. dollars]]Canadian dollars][British pounds][Euros].


 


6.       Attached
to this Notice of Borrowing is a true, correct and complete calculation of the Borrowing Base after giving effect to the application
of the Advance in the manner set forth therein and all components thereof and the current Loan Tape.


 


[7.       Attached
to this Notice of Borrowing is a true, correct and complete list of all Loan Assets which will become part of the Collateral Portfolio
on the date hereof, each Loan Asset reflected thereon being an Eligible Loan Asset.]


 


[8.       In
connection with such Advance, the Transferor shall deposit [U.S.$][CAN$][GBP][€]____________ into the Unfunded Exposure Account
in connection with any Revolving Loan Asset or Delayed Drawdown Loan Asset funded by such Advance.]


 






    Ex. E-2


     

    

 


9.       With
respect to any Advance, all of the conditions precedent applicable to such Advance requested herein as set forth in the Loan and
Security Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Advance, including
those set forth in Article III of the Loan and Security Agreement, which include but are not limited to the following:


 


(i)       The
representations and warranties of the Borrower set forth in the Loan and Security Agreement are true and correct in all respects
on and as of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though
made on and as of such date (except to the extent relating to an earlier date, in which case such representations and warranties
shall be true and correct in all respects as of such earlier date);


 


(ii)       No
Event of Default, Unmatured Event of Default, Borrowing Base Deficiency or Foreign Currency Excess Exposure is Continuing or would
result from such Advance or the application of proceeds therefrom[; and]


 


(iii)       [With
respect to Advances funded in connection with the Pledge of a Loan Asset, the Borrower hereby certifies that such Advance has
resulted in, or will result in, Collateral Quality Improvement, determined as of the proposed Cut-Off Date[;] and]


 


(v)
       [With respect to Advances funded in connection with Foreign Currency Loan Assets, the
Borrower hereby certifies that the Foreign Currency Excess Tests, after giving effect to such Advances, are calculated as follows
[______________]].


 


10.       The
undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate and Loan Tape, as applicable,
taken as a whole, is accurate, true and correct in all material respects as of the date hereof and does not omit to state a material
fact or any fact necessary to make the statements contained herein or therein not misleading in any material respect.


 


[ATTACH
BORROWING BASE CERTIFICATE AND LOAN TAPE]


 




    Ex. E-3


     

    

 


IN
WITNESS WHEREOF, the undersigned have executed this Notice of Borrowing as of the date first written above.





	 	 	 
	 	Hamilton
    Street Funding LLC,
	 	 	as the Borrower
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


  




    Ex. E-4


     

    

 


EXHIBIT
F


 


FORM
OF NOTICE OF REDUCTION


 


(Reduction
of Advances Outstanding)


 


[Date]


 


(Hamilton
Street Funding LLC)


 


HSBC
Bank USA, National Association





as
the Administrative Agent





Corporate
Trust & Loan Agency





425
Fifth Avenue





New
York, NY 10018





Attention:
Loan Agency





Facsimile
No.: (917) 229-6659

Telephone No.: (212) 525-7253





Email:
CTLANY.LoanAgency@us.hsbc.com


 


U.S.
Bank National Association,


as
the Collateral Agent


Global Corporate Trust Services

1 Federal Street

Boston, MA 02110





Attn:
Peter M. Murphy





Telephone
No.: (617) 603-6511





Email:
peter.murphy@usbank.com


 


[Each
Lender Agent Name and Address]


 


Re:          Loan
and Security Agreement dated as of December 15, 2016


 


Ladies
and Gentlemen:


 


This
Notice of Reduction is delivered to you pursuant to Section 2.17(b) of that certain Loan and Security Agreement, dated
as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as
the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).
Capitalized terms used but not defined herein shall have the meanings set forth or incorporated by reference in the Loan and Security
Agreement.


 






    Ex. F-1


     

    

 


The
undersigned, being a duly elected Responsible Officer of the Borrower, and holding the title set forth below such Responsible
Officer’s name, hereby certifies as follows:


 


1.       Pursuant
to Section 2.17(b) of the Loan and Security Agreement, the Borrower desires to reduce the Advances Outstanding (an “Advance
Reduction”) by the amount of [U.S.$][CAN$][GBP][€]_____________ as follows:


 


(i)        HSBC’s
portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is [U.S.$][CAN$][GBP][€]_____________.


 


(ii)       [Lender’s]
portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is [U.S.$][CAN$][GBP][€]_____________.


 


(iii)      [Lender’s]
portion (reduction is pro rata based on Advances Outstanding) of such requested Advance Reduction is [U.S.$][CAN$][GBP][€]_____________.


 


2.       The
Borrower hereby requests that such Advance Reduction be made on the following date: _____________.


 


3.       Attached
to this Notice of Reduction is a Borrowing Base Certificate.


 


4.       The
Borrower hereby represents that (i) sufficient funds have been remitted to pay all Breakage Fees and other accrued and unpaid
costs and expenses of Administrative Agent, the Lender Agents and Lenders related to such Advance Reduction and (ii) no event
would result from such Advance Reduction which constitutes an Event of Default or Unmatured Event of Default.


 


The
undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate, taken as a whole,
is accurate, true and correct in all material respects as of the date hereof and does not omit to state a material fact or any
fact necessary to make the statements contained herein or therein not misleading in any material respect.


 


[ATTACH
BORROWING BASE CERTIFICATE]


 


[Remainder
of Page Intentionally Left Blank]


 




    Ex. F-2


     

    

 


IN
WITNESS WHEREOF, the undersigned have executed this Notice of Reduction as of the date first written above.





	 	 	 
	 	Hamilton
    Street Funding LLC,
	 	 	as the Borrower
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 




    Ex. F-3


     

    

 


EXHIBIT
G


 


FORM
OF NOTICE OF TERMINATION/PERMANENT REDUCTION


 


Notice
of [Termination][Permanent Reduction of Maximum Facility Amount]


 


[Date]


 


(Hamilton
Street Funding LLC)


 


HSBC
Bank USA, National Association





as
the Administrative Agent





Corporate
Trust & Loan Agency





425
Fifth Avenue





New
York, NY 10018





Attention:
Loan Agency





Facsimile
No.: (917) 229-6659

Telephone No.: (212) 525-7253





Email:
CTLANY.LoanAgency@us.hsbc.com


 


U.S.
Bank National Association

as the Collateral Agent, the Custodian and the Account Bank





Global
Corporate Trust Services

1 Federal Street

Boston, MA 02110





Attn:
Peter M. Murphy





Telephone
No.: (617) 603-6511





Email:
peter.murphy@usbank.com


 


[Each Lender Agent Name and Address]


 


Re:       Loan
and Security Agreement dated as of December 15, 2016


 


Ladies
and Gentlemen:


 


This
Notice of [Termination][Permanent Reduction of Maximum Facility Amount] is delivered to you pursuant to Section 2.17(c)
of that certain Loan and Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from
time to time, the “Loan and Security Agreement”), by and among Hamilton Street Funding LLC, as the borrower
(the “Borrower”), HSBC Bank USA, National Association, as the administrative agent (the “Administrative
Agent”), each of the Lenders from time to time party thereto (the “Lenders”), each of the Lender
Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral
agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity, the “Account
Bank”) and as the custodian (in such capacity, the “Custodian”). Capitalized terms used but not defined
herein shall have the meanings set forth or incorporated by reference in the Loan and Security Agreement.


 






    Ex. G-1


     

    

 


The
undersigned, being a duly elected Responsible Officer of the Borrower, and holding the title set forth below such Responsible
Officer’s name, hereby certifies as follows:


 


1.       [Pursuant
to Section 2.17(c) of the Loan and Security Agreement, the Borrower desires to permanently reduce the Maximum Facility Amount
(a “Facility Reduction”) by the amount of [U.S.$][CAN$][GBP][€]_____________.]


 


[Pursuant
to Section 2.17(c) of the Loan and Security Agreement, the Borrower desires to terminate the Loan and Security Agreement and the
other Transaction Documents and permanently reduce the Maximum Facility Amount (a “Facility Termination”) to
$0. The Borrower shall pay to the Administrative Agent a Call Protection Payment to the extent (if any) required pursuant to Section
2.17(c) of the Loan and Security Agreement.]


 


2.       The
Borrower hereby requests that such Facility [Reduction][Termination] be made on the following date: _____________.


 


3.       [In
connection with such Facility Reduction, attached to this Notice of Permanent Reduction is a Borrowing Base Certificate.]


 


4.       The
Borrower hereby represents that the Borrower has [made payment in full of all Advances Outstanding, all accrued and unpaid Yield
and Undrawn Costs, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent,
Lender Agents and Lenders, any applicable Call Protection Payment (pro rata to each Lender Agent for the account of the
applicable Lender) and all other Obligations (other than unmatured contingent indemnification obligations)][made payment in full,
all accrued and unpaid Yield and Undrawn Fees (pro rata with respect to the portion of the Maximum Facility Amount so reduced),
any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent, Lender Agents and Lenders
and any applicable Call Protection Payment (pro rata to each Lender Agent for the account of the applicable Lender)].


 


5.       [Pursuant
to Section 2.17(c) of the Loan and Security Agreement, the Borrower hereby acknowledges that the prepayment referenced herein
is revocable by Borrower only in the event that [___].]


 


The
undersigned certifies that all information contained herein and in the attached Borrowing Base Certificate, taken as a whole,
is accurate, true and correct in all material respects as of the date hereof and does not omit to state a material fact or any
fact necessary to make the statements contained herein or therein not misleading in any material respect.


 


[ATTACH
BORROWING BASE CERTIFICATE FOR PERMANENT REDUCTIONS IN MAXIMUM FACILITY AMOUNT]


 


[Remainder
of Page Intentionally Left Blank]


 




    Ex. G-2


     

    

 


IN
WITNESS WHEREOF, the undersigned has executed this Notice of Termination/Permanent Reduction as of the date first written above.





	 	 	 
	 	Hamilton
    Street Funding LLC,
	 	 	as the Borrower
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 




    Ex. G-3


     

    

 


EXHIBIT
H-1


 


FORM
OF REVOLVING NOTE (US DOLLAR)


 


Up
to $150,000,000





	[Date] 	[New York, NY]



 


FOR
VALUE RECEIVED, HAMILTON STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”),
promises to pay [NAME OF LENDER AGENT] (the “Payee”) or its registered assigns, on or before December
15, 2021, the lesser of (a) $150,000,000 and (b) the unpaid principal amount of all Advances made by the Payee to the Borrower
under the Loan and Security Agreement referred to below.


 


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the
rates and at the times which shall be determined in accordance with the provisions of the Loan and Security Agreement, dated as
of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as
the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).


 


This
Revolving Note (this “Note”) is one of the “Revolving Notes” referred to in the Loan and Security
Agreement in the aggregate principal amount of up to $150,000,000 and is issued pursuant to and entitled to the benefits
of the Loan and Security Agreement, to which reference is hereby made for a more complete statement of the terms and conditions
under which the Advances evidenced hereby were made and are to be repaid.


 


All
payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same
day funds in accordance with the terms of the Loan and Security Agreement. Unless and until a Transferee Letter effecting the
assignment or transfer of the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in
the Register, the Borrower, the Administrative Agent, the Collateral Agent, the Lender Agents and the Lenders shall be entitled
to deem and treat the Payee as the owner and holder of this Note and the obligations evidenced hereby. The Payee hereby agrees,
by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make
a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with
respect to payments of principal of or interest on this Note.


 


This
Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Loan and Security
Agreement.


 






    Ex. H-1-1


     

    

 


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE PAYEE HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY
OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Loan and Security Agreement.


 


The
terms of this Note are subject to amendment only in the manner provided in the Loan and Security Agreement.


 


No
reference herein to the Loan and Security Agreement and no provision of this Note or the Loan and Security Agreement shall alter
or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein prescribed.


 


The
Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Loan and Security
Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense
to any demand hereunder.


 


[Remainder
of Page Intentionally Left Blank]


 




    Ex. H-1-2


     

    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above.





	 	 	 
	 	Hamilton
    Street Funding LLC,
	 	 	as the Borrower
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 




    


     

    

 


TRANSACTIONS
ON

REVOLVING LOAN NOTE


 


	Date
	Amount
of Loan 

Made This Date
	Amount
of Principal 

Paid This Date
	Outstanding
Principal 

Balance This Date
	Notation
Made 

By

	 	 	 	 	 


 




    


     

    

 




EXHIBIT
H-2


 


FORM
OF REVOLVING NOTE (CANADIAN DOLLAR)


 


Up
to CAN$ [ ____ ]


	[Date]	[New
                                         York, NY]



 


FOR
VALUE RECEIVED, HAMILTON STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”),
promises to pay [NAME OF LENDER AGENT] (the “Payee”) or its registered assigns, on or before December
15, 2021, the lesser of (a) CAN$[ _ ] and (b) the unpaid principal amount of all Advances made by the Payee to the Borrower
under the Loan and Security Agreement referred to below.


 


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the
rates and at the times which shall be determined in accordance with the provisions of the Loan and Security Agreement, dated as
of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as
the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).


 


This
Revolving Note (this “Note”) is one of the “Revolving Notes” referred to in the Loan and Security
Agreement in the aggregate principal amount of CAN$[ ____ ] and is issued pursuant to and entitled to the benefits of the
Loan and Security Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under
which the Advances evidenced hereby were made and are to be repaid.


 


All
payments of principal and interest in respect of this Note shall be made in lawful money of Canada in same day funds in accordance
with the terms of the Loan and Security Agreement. Unless and until a Transferee Letter effecting the assignment or transfer of
the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the Register, the Borrower,
the Administrative Agent, the Collateral Agent, the Lender Agents and the Lenders shall be entitled to deem and treat the Payee
as the owner and holder of this Note and the obligations evidenced hereby. The Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal
of or interest on this Note.


 


This
Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Loan and Security
Agreement.


 






    	Ex. H-2-1 



     


    

 


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE PAYEE HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY
OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Loan and Security Agreement.


 


The
terms of this Note are subject to amendment only in the manner provided in the Loan and Security Agreement.


 


No
reference herein to the Loan and Security Agreement and no provision of this Note or the Loan and Security Agreement shall alter
or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein prescribed.


 


The
Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Loan and Security
Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense
to any demand hereunder.


 


[Remainder
of Page Intentionally Left Blank]


 




    	Ex. H-2-2 



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above.


 





	 	HAMILTON
    STREET FUNDING LLC, 

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    	 



     


    

 


TRANSACTIONS
ON

REVOLVING LOAN NOTE


 


	Date

        
	 	Amount
                                         of Loan 

                                         Made This Date

        
	 	Amount
                                         of Principal 

                                         Paid This Date

        
	 	Outstanding
                                         Principal

                                         Balance This Date

        
	 	Notation
                                         Made

                                         By

        




 






    	 



     


    

 


EXHIBIT
H-3


 


FORM
OF REVOLVING NOTE (BRITISH POUND)


 


Up
to GBP [ ____ ]


	[Date]	[New
                                         York, NY]






FOR
VALUE RECEIVED, HAMILTON STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”),
promises to pay [NAME OF LENDER AGENT] (the “Payee”) or its registered assigns, on or before December
15, 2021, the lesser of (a) GBP[ _ ] and (b) the unpaid principal amount of all Advances made by the Payee to the Borrower
under the Loan and Security Agreement referred to below.


 


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the
rates and at the times which shall be determined in accordance with the provisions of the Loan and Security Agreement, dated as
of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as
the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).


 


This
Revolving Note (this “Note”) is one of the “Revolving Notes” referred to in the Loan and Security
Agreement in the aggregate principal amount of GBP[ ____ ] and is issued pursuant to and entitled to the benefits of the
Loan and Security Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under
which the Advances evidenced hereby were made and are to be repaid.


 


All
payments of principal and interest in respect of this Note shall be made in lawful money of Great Britain in same day funds in
accordance with the terms of the Loan and Security Agreement. Unless and until a Transferee Letter effecting the assignment or
transfer of the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the Register,
the Borrower, the Administrative Agent, the Collateral Agent, the Lender Agents and the Lenders shall be entitled to deem and
treat the Payee as the owner and holder of this Note and the obligations evidenced hereby. The Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously
made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments
of principal of or interest on this Note.


 


This
Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Loan and Security
Agreement.


 






    	Ex. H-3-1 



     


    

 


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE PAYEE HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY
OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Loan and Security Agreement.


 


The
terms of this Note are subject to amendment only in the manner provided in the Loan and Security Agreement.


 


No
reference herein to the Loan and Security Agreement and no provision of this Note or the Loan and Security Agreement shall alter
or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein prescribed.


 


The
Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Loan and Security
Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense
to any demand hereunder.


 


[Remainder
of Page Intentionally Left Blank]


 




    	Ex. H-3-2 



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above.


 





	 	HAMILTON
    STREET FUNDING LLC, 

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



     


    

 


TRANSACTIONS
ON

REVOLVING LOAN NOTE


 





	Date

        
	 	Amount
                                         of Loan 

                                         Made This Date

        
	 	Amount
                                         of Principal 

                                         Paid This Date

        
	 	Outstanding
                                         Principal

                                         Balance This Date

        
	 	Notation
                                         Made

                                         By

        



 




    	 



     


    

 


EXHIBIT
H-4


 


FORM
OF REVOLVING NOTE (EURO)


 


Up
to €[ ____ ]


	[Date]	[New
                                         York, NY]






FOR
VALUE RECEIVED, HAMILTON STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”),
promises to pay [NAME OF LENDER AGENT] (the “Payee”) or its registered assigns, on or before December
15, 2021, the lesser of (a) €[ _ ] and (b) the unpaid principal amount of all Advances made by the Payee to the Borrower
under the Loan and Security Agreement referred to below.


 


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the
rates and at the times which shall be determined in accordance with the provisions of the Loan and Security Agreement, dated as
of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”),
by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association,
as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto
(the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”)
and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral Agent”), as
the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”).


 


This
Revolving Note (this “Note”) is one of the “Revolving Notes” referred to in the Loan and Security
Agreement in the aggregate principal amount of €[ ____ ] and is issued pursuant to and entitled to the benefits of
the Loan and Security Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under
which the Advances evidenced hereby were made and are to be repaid.


 


All
payments of principal and interest in respect of this Note shall be made in lawful money of Great Britain in same day funds in
accordance with the terms of the Loan and Security Agreement. Unless and until a Transferee Letter effecting the assignment or
transfer of the obligations evidenced hereby shall have been accepted by the Administrative Agent and recorded in the Register,
the Borrower, the Administrative Agent, the Collateral Agent, the Lender Agents and the Lenders shall be entitled to deem and
treat the Payee as the owner and holder of this Note and the obligations evidenced hereby. The Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously
made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any
payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments
of principal of or interest on this Note.


 


This
Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Loan and Security
Agreement.


 






    	Ex. H-4-1 



     


    

 


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE PAYEE HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY
OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Loan and Security Agreement.


 


The
terms of this Note are subject to amendment only in the manner provided in the Loan and Security Agreement.


 


No
reference herein to the Loan and Security Agreement and no provision of this Note or the Loan and Security Agreement shall alter
or impair the obligations of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein prescribed.


 


The
Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Loan and Security
Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest,
demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense
to any demand hereunder.


 


[Remainder
of Page Intentionally Left Blank]


 




    	Ex. H-4-2 



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above.


 


	 	HAMILTON
    STREET FUNDING LLC, 

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



     


    

 


TRANSACTIONS
ON

REVOLVING LOAN NOTE


 


	Date

        
	 	Amount
                                         of Loan 

                                         Made This Date

        
	 	Amount
                                         of Principal 

                                         Paid This Date

        
	 	Outstanding
                                         Principal

                                         Balance This Date

        
	 	Notation
                                         Made

                                         By

        






 






    	 



     


    

 


EXHIBIT
I


 


FORM
OF NOTICE OF LOAN ASSET TRANSFER


 


[_]
[_], 20[_]


 


Hamilton
Street Funding LLC


 


To:     Administrative
Agent, with a copy to the Collateral Agent and the Custodian


 


Re:     Loan
and Security Agreement dated as of December 15, 2016


 


Ladies
and Gentlemen:


 


This
Notice of Loan Asset Transfer (this “Notice”) is delivered to you under Section 2.07(f) of that certain Loan
and Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan
and Security Agreement”), by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”),
HSBC Bank USA, National Association, as the administrative agent (the “Administrative Agent”), each of the
Lenders from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party
thereto (the “Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity,
the “Collateral Agent”), as the account bank (in such capacity, the “Account Bank”) and
as the custodian (in such capacity, the “Custodian”). Capitalized terms used but not defined herein shall have
the meanings set forth or incorporated by reference in the Loan and Security Agreement.


 


The
undersigned, being a duly elected officer of the Borrower, holding the office set forth below such officer’s name, hereby
certifies as follows:


 


1.          Pursuant
to Section 2.07(f) of the Loan and Security Agreement, the Borrower requests that the Administrative Agent consent to a transfer
of the Loan Assets set forth on Annex 1.


 


2.          The
Borrower hereby provides notice that such Loan Asset Transfer is to be made on the following date: ___________ (the “Loan
Asset Transfer Date”), which date is on or after the date this Notice is received by the Administrative Agent, the Collateral
Agent and the Custodian.


 


3.          The
Borrower represents and warrants, as of the date hereof and as of the requested Loan Asset Transfer Date, as follows:


 


(a)          both
immediately prior to and immediately following the proposed Loan Asset Transfer Date, the representations and warranties of the
Borrower contained in Sections 4.01 and 4.02 of the Loan and Security Agreement shall continue to be correct in all respects (except
to the extent relating to an earlier date, in which case such representations and warranties shall continue to be correct in all
material respects as of such earlier date);


 


(b)          no
Unmatured Event of Default or Event of Default is Continuing or would result from such Loan Asset Transfer;


 


(c)          immediately
following such Loan Asset Transfer no Borrowing Base Deficiency or Foreign Currency Excess Exposure shall exist;


 


(d)          such
Loan Asset Transfer results in Collateral Quality Improvement;


 


(e)          the
Borrower has obtained all authorizations, consents and approvals required to effectuate the Loan Asset Transfer and such Loan
Asset Transfer shall be in compliance with Applicable Law and is not (A) made with the intent to hinder, delay or defraud any
creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Loan Asset Transfer, not Solvent;


 






    	Ex. I-1 



     


    

 


(f)          [with
respect to any Warranty Loan Asset, the Borrower has made a claim under Section 6.1 of the Contribution Agreement for a repurchase
therefor;]


 


(g)          the
Borrower has paid the reasonable legal fees and expenses of the Administrative Agent, each Lender, each Lender Agent, Collateral
Agent and the Custodian in connection with any such Loan Asset Transfer (including expenses incurred in connection with the release
of the Lien of the Collateral Agent on behalf of the Secured Parties in the Loan Asset in connection with such Loan Asset Transfer);


 


(h)          no
selection procedures adverse to the interests of the Administrative Agent, the Lender Agents or the Lenders were utilized by the
Borrower and Collateral Manager in the selection of the Loan Assets subject to a Loan Asset Transfer;


 


(i)          the
Loan Asset Transfer is in compliance with all other terms of the Loan and Security Agreement, including clauses (g) and (h) of
Section 2.07; and


 


(j)          any
repayment of Advances Outstanding in connection with this Loan Asset Transfer comply with the requirements set forth in Section
2.17.


 


4.          Attached
to this Notice is a Borrowing Base Certificate (including a calculation of the Borrowing Base, the Maximum Availability, the Collateral
Quality Tests and the Foreign Currency Excess Tests after giving effect to such Lien Release Dividend) and a current Loan Tape,
each dated the Loan Asset Transfer Date.


 


[ATTACH
BORROWING BASE CERTIFICATE AND LOAN TAPE]


 


[The
Remainder Of This Page Is Intentionally Left Blank]


 




    	Ex. I-2 



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed the Notice and Request for Consent to Lien Release Dividend as of the date first
written above.


 


	 	HAMILTON
    STREET FUNDING LLC, 

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	Ex. I-3 



     


    

 


ANNEX
1

to Notice of

Loan Asset Transfer


 


Loan
Assets to be Transferred


 




    	Ex. I-4 



     


    

 


EXHIBIT
J


 


FORM
OF CERTIFICATE OF CLOSING ATTORNEYS


 


[_]
[_], 20[_]


 


	U.S.
                                         Bank National Association,

                                                                      as
                                         the Collateral Agent and as the Custodian

        

        Global
        Corporate Trust Services

        1 Federal Street

        Boston, MA 02110

        

        Attn:
        Peter M. Murphy

        

        Telephone
        No.: (617) 603-6511

        

        Email:
        peter.murphy@usbank.com

         

        With
        a copy to:

         

        HSBC
        Bank USA, National Association

        as
        the Administrative Agent

        

        Corporate
        Trust & Loan Agency

        

        425
        Fifth Avenue

        

        New
        York, NY 10018

        

        Attention:
        Loan Agency

        

        Facsimile
        No.: (917) 229-6659

        Telephone No.: (212) 525-7253

        

        Email:
        CTLANY.LoanAgency@us.hsbc.com

        

        
	 

         

         

         



 


		Re:	Loan
                                         Assets in the aggregate principal amount of $_________ (collectively, the “Loan
                                         Assets”) made to [Name of Obligor] (the “Obligor”)



 


To
Whom It May Concern:


 


In
connection with the Loan Assets, the undersigned (i) acknowledges that Hamilton Street Funding LLC has granted a security interest
to U.S. Bank National Association (the “Collateral Agent”), for the benefit of the Secured Parties, in each
of the items indicated on the closing checklist attached hereto (the “Checklist”), and (ii) certifies to you
as of the day of funding the Loan Assets as to the matters set forth below. References herein to the Loan and Security Agreement,
dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security
Agreement”), by and among Hamilton Street Funding LLC, as the borrower (the “Borrower”), HSBC Bank
USA, National Association, as the administrative agent (the “Administrative Agent”), each of the Lenders from
time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto (the
“Lender Agents”) and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral
Agent”), as the account bank (in such capacity, the “Account Bank”) and as the custodian (in such
capacity, the “Custodian”). Capitalized terms used but not defined herein shall have the meanings set forth
or incorporated by reference in the Loan and Security Agreement.


 


A.           It
has received and reviewed the Checklist items, in the form and subject to those exceptions or matters indicated on the Checklist
in connection with acting as closing counsel for the Loan Assets;


 






    	Ex. J-1 



     


    

 


B.           If
a promissory note was executed in connection with the Loan Asset, a copy of the executed promissory note has been faxed to the
Custodian. The original promissory note(s) is/are in our possession and will be forwarded to the Custodian or as otherwise directed
in writing to ____________ (hereinafter referred to as “Outside Counsel”) by the Custodian or the Administrative
Agent on its behalf, for receipt within five business days after the funding date of the transaction;


 


C.           Within
five business days after the closing, all remaining Required Loan Documents (under and as defined in the Loan and Security Agreement),
which are in our possession and are indicated on Schedule 1 attached hereto, will be forwarded to the Custodian; and


 


D.           Notwithstanding
any contrary instruction from the Transferor or the Borrower, in the event the Loan Asset is funded, it will follow the written
direction of the Custodian, or the Administrative Agent on its behalf, with regard to the original promissory note(s) in its possession,
provided that in the event it reasonably believes that a dispute exists as to custody of any Required Loan Documents, it may deposit
them with a court of competent jurisdiction and be relieved of its obligations hereunder with respect to any and all documents
so deposited.


 


The
Custodian, the Collateral Agent, the Administrative Agent, the Borrower and Outside Counsel acknowledge and agree that:


 


		1.	The
                                         security interest and the rights in the Required Loan Documents granted to the Collateral
                                         Agent, for the benefit of the Secured Parties, are paramount and superior to the rights
                                         of the Transferor and the Borrower.



 


		2.	Outside
                                         Counsel shall not be required to perform any duties other than the duties expressly set
                                         forth in this letter. No implied obligations or duties shall be inferred by any other
                                         agreement, written or verbal, or any representation made by any party.



 


		3.	Outside
                                         Counsel is authorized to comply with and obey laws, orders, judgments, decrees and regulations
                                         of any governmental authority, court, tribunal or arbitrator. If Outside Counsel complies
                                         with any such law, order, judgment, decree or regulation Outside Counsel shall not be
                                         liable to the Custodian, the Collateral Agent, the Administrative Agent, the Transferor
                                         or the Borrower or to any other person even if such law, order, judgment, decree or regulation
                                         is subsequently reversed, modified, annulled, set aside, vacated, found to have been
                                         entered without jurisdiction, or found to be in violation or beyond the scope of the
                                         law.



 


		4.	Outside
                                         Counsel shall be responsible hereunder solely to hold the original promissory note(s)
                                         for the account of the Collateral Agent, on behalf of the Secured Parties and to deliver
                                         the original promissory note(s) and the other relevant documents to the Custodian in
                                         accordance with the terms of this letter.



 


		5.	Outside
                                         Counsel may act relative hereto upon the advice of counsel in reference to any matter
                                         in connection herewith and shall not be liable for any mistakes of fact or errors of
                                         judgment, or for any acts or omissions of any kind unless caused by its own willful misconduct
                                         or gross negligence.



 


		6.	Outside
                                         Counsel shall be entitled to rely or act upon any notice, direction, instrument or document
                                         believed by Outside Counsel to be genuine and to be executed and delivered by the proper
                                         person and shall have no obligation to verify any statements contained in any notice,
                                         instrument or document or the accuracy or due authorization of the execution of any notice,
                                         instrument or document.



 






    	Ex. J-2 



     


    

 


		7.	Outside
                                         Counsel shall not be responsible or liable in any manner whatsoever for (a) the sufficiency,
                                         correctness, genuineness or validity of any document, agreement or instrument delivered
                                         to it, (b) the form of execution of any such document, agreement or instrument, (c) the
                                         identity, authority or rights of any person executing or delivering any such document,
                                         agreement or instrument or (d) the terms and conditions of any instrument pursuant to
                                         which the parties may act.



 


		8.	Outside
                                         Counsel may serve and shall continue to serve as counsel to the Transferor in connection
                                         with the transactions contemplated by the Collateral Portfolio and other matters, and
                                         notwithstanding anything herein to the contrary, may represent the Transferor (or any
                                         affiliate) as its counsel in any action, suit or other proceeding in which the Administrative
                                         Agent or the Transferor (or any affiliate) may be involved.



 


		9.	Outside
                                         Counsel shall be deemed to have satisfied any delivery requirement set forth herein if
                                         it shall have deposited the relevant documents for uninsured overnight delivery (properly
                                         addressed) with FedEx, UPS or other overnight courier of national standing.



 


	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    	Ex. J-3 



     


    

 





	 	ACCEPTED AND AGREED:
	 	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, 

    as the Collateral Agent, the Account Bank and the Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HSBC
    BANK USA, NATIONAL ASSOCIATION, 

    as the Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HAMILTON
    STREET FUNDING LLC, 

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	Ex. J-4 



     


    


 


SCHEDULE
1

to Certificate

of Closing Attorneys


 


LIST
OF REQUIRED LOAN DOCUMENTS


 




    Ex. J-5


     

    

 


EXHIBIT
K


 


FORM
OF SERVICING REPORT


 


(Form
of Servicing Report set forth in Borrowing Base Certificate.)


 




    Ex. K-1


     

    

 


EXHIBIT
L


 


[INTENTIONALLY
OMITTED]


 




    Ex. L-1


     

    

 


EXHIBIT
M


 


FORM
OF RELEASE OF REQUIRED LOAN DOCUMENTS


 


[Delivery
Date]


 


	U.S.
                                         Bank National Association,

                                         as the Custodian and as the Collateral Agent

        1719
        Otis Way

        Mail
        Code: Ex – SC – FLOR

        Florence,
        South Carolina 29501

        Attention:
        Steven Garrett

        Ref:
        Hamilton Street Funding LLC

        Fax:
        (843) 673-0162



 


		Re:	Loan
                                         and Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise
                                         modified from time to time, the “Loan and Security Agreement”), by
                                         and among Hamilton Street Funding LLC, as the borrower (the “Borrower”),
                                         HSBC Bank USA, National Association, as the administrative agent (the “Administrative
                                         Agent”), each of the Lenders from time to time party thereto (the “Lenders”),
                                         each of the Lender Agents from time to time party thereto (the “Lender Agents”)
                                         and U.S. Bank National Association, as the collateral agent (in such capacity, the “Collateral
                                         Agent”), as the account bank (in such capacity, the “Account Bank”)
                                         and as the custodian (in such capacity, the “Custodian”).



 


Ladies
and Gentlemen:


 


In
connection with the administration of the Required Loan Documents held by U.S. Bank National Association, as the Custodian, for
the benefit of the Secured Parties, under the Loan and Security Agreement, we request the release of the Required Loan Documents
(or such documents as specified below) for the Loan Assets described below, for the reason indicated. All capitalized terms used
but not defined herein shall have the meaning provided in the Loan and Security Agreement.


 


Obligor’s
Name, Address & Zip Code:


 


Loan
Asset Number:


 


Loan
Asset File:


 


Reason
for Requesting Documents (check one)


 


		☐
                             1.	Loan Asset paid
                                         in full. (The Borrower hereby certifies that all amounts received in connection with
                                         such Loan Asset have been credited to the Collection Account.)



 


		☐
                             2.	Loan Asset liquidated
                                         by ____________________________. (The Borrower hereby certifies that all proceeds of
                                         foreclosure, insurance, condemnation or other liquidation have been finally received
                                         and credited to the Collection Account.)



 


		☐
                             3.	Loan Asset in
                                         foreclosure.



 






    Ex. M-1


     

    

 


		☐
                             4.	Loan Asset released
                                         pursuant to a Lien Release Dividend or sold or substituted in accordance with the applicable
                                         provisions of Section 2.07.



 


		☐
                             5.	Loan Asset returned
                                         due to a failure to satisfy the Review Criteria pursuant to Section 12.02(b)(i).



 


		☐
                             6.	Other (explain).



 


If
Box 1 or Box 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release
to us the Required Loan Documents, requested in our previous request and receipt on file with you, as well as any additional documents
in your possession relating to the specified Loan Asset.


 


[Remainder
of Page Left Intentionally Blank]


 




    Ex. M-2


     

    

 


HAMILTON
STREET FUNDING LLC,

as the Borrower


 





	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signatures
Continue]


 




    Ex. M-3


     

    

Consent
of Administrative Agent:


 





	 	HSBC
    BANK USA, NATIONAL ASSOCIATION,
 as the Administrative Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Date:


 




    Ex. M-4


     

    

 


EXHIBIT
N


 


FORM
OF TRANSFEREE LETTER


 


_________
__, 20___


 


FS
Investment Corporation

as the Transferor and as the Collateral Manager


261
Rouse Boulevard

Philadelphia, PA 19112

Attn: Gerald F. Stahlecker, President

Email: Credit.Notices@fsinvestments.com


 


Hamilton
Street Funding LLC

as the Borrower


261
Rouse Boulevard

Philadelphia, PA 19112

Attn: Gerald F. Stahlecker, President

Email: Credit.Notices@fsinvestments.com


 


With
a copy to:


HSBC
Bank USA, National Association


as
the Administrative Agent


Corporate
Trust & Loan Agency


425
Fifth Avenue


New
York, NY 10018


Attention:
Loan Agency


Facsimile
No.: (917) 229-6659

Telephone No.: (212) 525-7253


Email:
CTLANY.LoanAgency@us.hsbc.com


 


Re:  Hamilton
Street Funding LLC Revolving Notes


 


Ladies
and Gentlemen:


 


In
connection with our acquisition of the above-captioned Revolving Notes (the “Notes”), we certify that (a) we
understand that the Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws and are being assigned to us in a transaction that is exempt from the registration requirements of
the Securities Act and any such laws, (b) we are (i) a non-“U.S. Person” (as defined in Regulation S under the Securities
Act) or (ii) (x) either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited
Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and (y) a “qualified purchaser” under
the 1940 Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits
and risks of investments in the Notes, (c) [we are an Affiliate of the [applicable Lender] or a Permitted Assignee], (d)
we have had the opportunity to ask questions of and receive answers from the Transferor and the Collateral Manager concerning
the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase
the Notes, (e) we are acquiring the Notes for investment for our own account and not with a view to any distribution of such Notes
(but without prejudice to our right at all times to sell or otherwise dispose of the Notes in accordance with clause (g) below),
(f) we have not offered or sold any Notes to, or solicited offers to buy any Notes from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the
Securities Act, (g) we will not sell, assign or otherwise dispose of any Notes unless (1) such sale, assignment or other disposition
is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements,
and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this certificate that
such sale, assignment or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or
assignee of such Notes has executed and delivered to you a certificate to substantially the same effect as this certificate, and
(3) the purchaser or assignee has otherwise complied with any conditions for assignment set forth in the Loan and Security Agreement,
dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security
Agreement”), by and among Hamilton Street Funding LLC, as the Borrower, HSBC Bank USA, National Association, as the
Administrative Agent, each of the Lenders from time to time party thereto, each of the Lender Agents from time to time party thereto
and U.S. Bank National Association, as the Collateral Agent, as the Account Bank and as the Custodian and (h) the purchaser is
not acquiring a Note, directly or indirectly, for or on behalf of an employee benefit plan or other retirement arrangement subject
to the Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of 1986,
as amended, or any entity, the assets of which would be deemed plan assets under Section 3(42) of ERISA and the Department of
Labor regulations set forth at 29 C.F.R. §2510.3–101; unless Prohibited Transaction Class Exemption (“PTCE”)
84–14, PTCE 90–1, PTCE 91–38, PTCE 95–60 or PTCE 92–23 or some other applicable prohibited transaction
exemption is applicable such that the acquisition and holdings of such Notes will not constitute or result in a non-exempt prohibited
transaction under Title I of ERISA or Section 4975 of the Code. Capitalized terms used but not defined herein shall have the meanings
set forth or incorporated by reference in the Loan and Security Agreement.


 






    Ex. N-1


     

    

 





	 	 	Very truly yours,
	 	 	 
	 	 	Print Name of Assignee:	 



 


	 	By:	 
	 	 	Responsible Officer
	 	 	 



 






    Ex. N-2


     

    

 





 EXHIBIT
O


 


FORM
OF POWER OF ATTORNEY TO COLLATERAL AGENT AND ADMINISTRATIVE AGENT


 




Hamilton Street Funding LLC


 


[__],
2016


 


This
Power of Attorney is executed and delivered by Hamilton Street Funding LLC, as the Borrower, to [U.S. Bank National Association][HSBC
Bank USA, National Association], as the [Collateral Agent][Administrative Agent] (in such capacity, the “Attorney”),
pursuant to Section 5.01(dd) of that Loan and Security Agreement, dated as of December 15, 2016 (as amended, supplemented
or otherwise modified from time to time, the “Loan and Security Agreement”), by and among Hamilton Street Funding
LLC, as the borrower (the “Borrower”), HSBC Bank USA, National Association, as the administrative agent (the
“Administrative Agent”), each of the Lenders from time to time party thereto (the “Lenders”),
each of the Lender Agents from time to time party thereto (the “Lender Agents”) and U.S. Bank National Association,
as the collateral agent (in such capacity, the “Collateral Agent”), as the account bank (in such capacity,
the “Account Bank”) and as the custodian (in such capacity, the “Custodian”). Capitalized
terms used but not defined herein shall have the meanings set forth or incorporated by reference in the Loan and Security Agreement.


 


No
person to whom this Power of Attorney is presented, as authority for the Attorney to take any action or actions contemplated hereby,
shall inquire into or seek confirmation from the Borrower as to the authority of the Attorney to take any action described below,
or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to the Attorney
while an Event of Default is Continuing or following the Termination Date the authority to take and perform the actions contemplated
herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or
entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted
hereby is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under
the Transaction Documents (other than unmatured contingent indemnification obligations) have been indefeasibly paid in full and
the Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed).


 






    Ex. O-1


     

    

 


Hamilton
Street Funding LLC hereby irrevocably constitutes and appoints the Attorney (and all officers, employees or agents designated
by the Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral
Agent, the Lenders, the Lender Agents and the other Secured Parties under the Loan and Security Agreement and in connection with
notifying Obligors of the Secured Parties’ interest in the Collateral Portfolio pursuant to Section 5.01(dd) of the
Loan and Security Agreement, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power
and authority in the Borrower’s place and stead and at the Borrower’s expense and in the Borrower’s name or
in the Attorney’s own name, from time to time while an Event of Default is Continuing or following the Termination Date
in the Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and
instruments that may be necessary or desirable to exercise remedies available under the Loan and Security Agreement and the other
Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to the Attorney the power and right,
on its behalf, without notice to or assent by it, to do the following: (a) open mail for the Borrower, and ask, demand, collect,
give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances,
or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any
of the Borrower’s assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs
thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with
respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against
the Borrower or the Borrower’s property; (d) to the extent related to the Collateral Portfolio and the transactions contemplated
by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower if the Borrower does not defend
such suit, action or proceeding or if the Attorney reasonably believes that it is not pursuing such defense in a manner that will
maximize the recovery to the Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in
connection therewith, give such discharges or releases as the Attorney may deem appropriate; (e) file or prosecute any claim,
litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise
deemed appropriate by the Attorney for the purpose of collecting any and all such moneys due to the Borrower whenever payable
and to enforce any other right in respect of the Borrower’s property; (f) sell, transfer, pledge, make any agreement with
respect to, or otherwise dispose of, grant a security interest (of whatever kind) in or otherwise deal with, any of the Borrower’s
property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance
or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received under
the Loan and Security Agreement; (h) to make all necessary transfers of the Collateral Portfolio in connection with any such sale
or other disposition made pursuant to the Loan and Security Agreement; (i) to execute and deliver for value all necessary or appropriate
bills of sale, transfers, assignments and other instruments in connection with any such sale or other disposition of the Collateral
Portfolio, the Borrower hereby ratifying and confirming all that the Attorney (or any substitute) shall lawfully do or cause to
be done hereunder and pursuant hereto; (j) to send such notification forms as the Attorney deems appropriate to give notice to
Obligors of the Secured Parties’ interest in the Collateral Portfolio; (k) to sign any agreements, orders or other documents
in connection with or pursuant to any Transaction Document; and (l) to cause the certified public accountants then engaged by
the Borrower to prepare and deliver to the Attorney at any time and from time to time, promptly upon the Attorney’s request,
any reports required to be prepared by or on behalf of the Borrower under the Transaction Documents, all as though the Attorney
were the absolute owner of the Borrower’s property for all purposes, and to do, at the Attorney’s option and the Borrower’s
expense, at any time or from time to time, all acts and other things that the Attorney reasonably deems necessary to perfect,
preserve or realize upon the Collateral Portfolio and the Liens of the Collateral Agent, for the benefit of the Secured Parties,
thereon (including without limitation the execution and filing of UCC financing statements and continuation statements), all as
fully and effectively as the Borrower might do. The Borrower hereby ratifies, to the extent permitted by law, all that said Attorney
shall lawfully do or cause to be done by virtue hereof.


 


THIS
POWER OF ATTORNEY SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURY WAIVER, CONSENT TO JURISDICTION AND SERVICE
OF PROCESS SET FORTH IN SECTIONS 11.06 AND 11.11 OF THE LOAN AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN
BY THIS REFERENCE, MUTATIS MUTANDIS.


 




    Ex. O-2


     

    

 


IN
WITNESS WHEREOF, this Power of Attorney is executed by the Borrower, and the Borrower has caused its seal to be affixed pursuant
to the authority of its managers and/or members as of the date first written above.


 





	 	Hamilton
    Street Funding LLC,

    as the Borrower
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	In the presence of:
	 	 	 
	 	Witness:	 
	 	Name:	 






 


Sworn
to and subscribed before

me this ______________ __, ____:


 


________________________________

Notary Public


 




    Ex. O-3


     

    

 


EXHIBIT
P


 


[INTENTIONALLY
OMITTED]


 




    Ex. P-1


     

    

 


EXHIBIT
Q


 


[INTENTIONALLY
OMITTED]


 




    Ex. Q-1


     

    

 


EXHIBIT
R


 


FORM
OF ASSIGNMENT OF REQUIRED LOAN DOCUMENTS


 


THIS
GENERAL ASSIGNMENT OF REQUIRED LOAN DOCUMENTS (this “Assignment”), made as of the ____ day of _______ , 20___
by __________________ (“_____”), having an address ___________________________________ (“Assignor”)
to ___________________________, a ____________________, having an address at ____________________________ (“Assignee”).


 


KNOW
ALL MEN BY THESE PRESENTS, that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby does sell, assign, transfer, grant, convey and set over unto Assignee and to the successors and assigns of Assignee
all of Assignor’s right, title and interest in, to and under (a) the document(s) referenced in Exhibit A attached hereto
and made a part hereof, including any amendments or supplements thereto (such documents collectively referred to herein as the
“Required Loan Documents”), (b) the instruments, documents, certificates, letters, records and papers relating
to the Required Loan Documents and all other documents executed and/or delivered in connection with the loan evidenced and or
secured by the Required Loan Documents, including, without limitation, all of Assignor’s right, title and interest in any
title insurance policies, and other insurance policies, endorsements and certificates, security agreements, guaranties, indemnities,
bank accounts, certificates of deposit, letters of credit, bonds, operating accounts, reserve accounts, escrow accounts and other
accounts, permits, licenses, opinions, surveys, appraisals, environmental reports, inspection reports, financial statements, and
any and all other documents and collateral arising out of and/or executed and/or delivered in connection with the Required Loan
Documents, (c) all rights and benefits of Assignor related to the Required Loan Documents, including without limitation, all of
Assignor’s rights to receive insurance proceeds, condemnation awards, indemnity payments, sales proceeds and all other income,
issues, profits, payments and proceeds of any nature under or in connection with the Required Loan Documents, and all of Assignor’s
rights to exercise any rights or remedies thereunder, and all claims, demands and causes of action related to the items referenced
in clauses (a) and (b) above (the items referenced in clauses (a), (b) and (c) are collectively referred to herein as the “Assigned
Documents”). Assignor represents to Assignee that Assignor has good right, title and authority to assign the Assigned
Documents as set forth herein.


 


[Signature
Page To Follow]


 






    Ex. Q-1


     

    




 


IN
WITNESS WHEREOF, Assignor has caused these presents to be duly executed as of the day and year first written above.


 





	 	[Entity],
    a [State of Inc./Formation] [Entity Type]







 


	 	[By:	 	 	,
    its	]


 


	 	By:	 	 	[SEAL]	 
	 	 	Name:	 	 
	 	 	Title:	 	 




 






    Ex. Q-2


     

    

 


EXHIBIT
A


To
Exhibit Q


 


EXHIBIT
A


 


[Modify/add/delete
as appropriate]


 


1.         [Loan
Agreement, dated as of ______________ ___, 20___ (together with all amendments and supplements from time to time thereto), between
_______________________ and _____________________ relating to a loan in the original principal amount of $___________.


 


2.         Promissory
Note dated ___________ ___, 20___ in the original principal amount of _________ issued by _____________ in favor of ______________,
or order.


 


3.         UCC-1
Financing Statements showing ________, as debtor, and ___________, as secured party. [Reference Recording Office and any assignments.]


 


4.         [Reference
other major loan documents, such as: loan agreement, credit agreement, note purchase agreement, acquisition agreement, intercreditor
agreement, guarantees, insurance policies and assumption or substitution agreements.]


 






    Ex. Q-3