FS Investment Corporation IV 8-K


 





 



Exhibit 10.1 


 





 



 





U.S. $200,000,000


 


LOAN
AND SECURITY AGREEMENT


 


by
and among


 


AMBLER
FUNDING LLC,

as the Borrower


 


EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lenders


 


ALLY
BANK,

as the Administrative Agent and Arranger


 


and


 


WELLS
FARGO BANK, N.A.,

as the Collateral Administrator and the Collateral Custodian


 


Dated
as of November 22, 2019


 





 



  




     


     


    

 


TABLE
OF CONTENTS


 


Page




	 
	ARTICLE I

                                                                                 

                                                                                DEFINITIONS

	 
	Section 1.1   	Certain Defined Terms	2
	Section 1.2   	Other Terms	53
	Section 1.3  	 Computation of Time Periods	53
	Section 1.4  	 Interpretation	53
	Section 1.5   	Calculation of Borrowing Base	54
	 	 	 
	ARTICLE II

                                                                                 

                                                                                THE NOTES

	 
	Section 2.1   	The Notes	54
	Section 2.2  	 Procedures for Advances by the Lenders	55
	Section 2.3  	 Principal Repayments	57
	Section 2.4   	Determination of Interest	57
	Section 2.5   	Notations on Notes	57
	Section 2.6   	Reduction of Borrowing Base Deficiency	58
	Section 2.7   	Settlement Procedures	58
	Section 2.8   	Alternate Settlement Procedures	61
	Section 2.9   	Collections and Allocations	62
	Section 2.10   	Payments, Computations, Etc	64
	Section 2.11   	Fees	65
	Section 2.12  	Increased Costs; Capital Adequacy; Illegality	65
	Section 2.13   	Taxes	67
	Section 2.14   	Reinvestment; Discretionary Sales, Substitutions and
Repurchases of Loans	70
	Section 2.15   	Assignment of the Sale Agreement	74
	Section 2.16   	Defaulting Lenders	74
	Section 2.17   	Mitigation Obligations; Replacement of Lenders	75
	Section 2.18   	Increase of Commitment; Facility Amount	76
	Section 2.19   	Termination or Reduction of Commitments	77
	 	 	 
	ARTICLE III

                                                                                 

                                                                                CONDITIONS TO THE EFFECTIVE DATE AND ADVANCES

	 
	Section 3.1   	Conditions to Effective Date	77
	Section 3.2   	Conditions Precedent to All Advances and Acquisitions
of Loans	79
	Section 3.3   	Custodianship; Transfer of Loans and Permitted Investments	81



 


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	ARTICLE IV

                                                                                 

                                                                                REPRESENTATIONS AND WARRANTIES

	 
	Section 4.1   	Representations and Warranties of the Borrower	83
	Section 4.2   	Representations and Warranties of the Borrower Relating
to the Agreement and the Collateral	92
	Section 4.3   	[Reserved]	93
	Section 4.4   	Representations and Warranties of the Collateral Custodian	93
	Section 4.5   	[Reserved]	94
	 	 	 
	ARTICLE V

                                                                                 

                                                                                GENERAL COVENANTS

	 
	Section 5.1   	Affirmative Covenants of the Borrower	94
	Section 5.2   	Negative Covenants of the Borrower	103
	Section 5.3  	[Reserved]	106
	Section 5.4   	[Reserved]	106
	Section 5.5   	Affirmative Covenants of the Collateral Custodian	106
	Section 5.6   	Negative Covenants of the Collateral Custodian	106
	Section 5.7   	Affirmative Covenants of the Collateral Administrator	106
	Section 5.8   	Negative Covenants of the Collateral Administrator	107
	 	 	 
	ARTICLE VI

                                                                                 

                                                                                COLLATERAL ADMINISTRATION

	 
	Section 6.1   	Accounts	107
	Section 6.2   	[Reserved]	108
	Section 6.3   	[Reserved]	108
	Section 6.4   	[Reserved]	108
	Section 6.5   	[Reserved]	108
	Section 6.6   	[Reserved]	108
	Section 6.7   	[Reserved]	108
	Section 6.8   	Reports	108
	Section 6.9   	[Reserved]	109
	Section 6.10   	[Reserved]	109
	Section 6.11   	[Reserved]	109
	Section 6.12  	 [Reserved]	109
	ARTICLE VII

                                                                                 

                                                                                THE COLLATERAL CUSTODIAN AND COLLATERAL ADMINISTRATOR

                                                                                 

	Section 7.1   	Designation of Collateral Custodian.	109



 


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	Section
    7.2   	Duties
    of Collateral Custodian	109
	Section
    7.3   	Merger
    or Consolidation	112
	Section
    7.4   	Collateral
    Custodian Compensation	112
	Section
    7.5   	Collateral
    Custodian Removal	113
	Section
    7.6   	Limitation
    on Liability	113
	Section
    7.7   	Resignation
    of the Collateral Custodian	116
	Section
    7.8   	Release
    of Documents	116
	Section
    7.9   	Return
    of Required Loan Documents	117
	Section
    7.10   	Access
    to Certain Documentation and Information Regarding the Collateral; Audits	118
	Section
    7.11   	Designation
    of Collateral Administrator	118
	Section
    7.12  	 Appointment
    of Collateral Administrator	119
	Section
    7.13   	Merger
    or Consolidation	119
	Section
    7.14   	Reserved	119
	Section
    7.15   	Collateral
    Administrator Removal	119
	Section
    7.16  	Limitation
    on Liability	119
	Section
    7.17  	Resignation
    of the Collateral Administrator	121
	 	 	 
	ARTICLE
                                         VIII

                                                                                                                                                              

                                                                                SECURITY
                                         INTEREST

	 
	Section
    8.1   	Grant
    of Security Interest	122
	Section
    8.2   	Release
    of Lien on Collateral	123
	Section
    8.3   	Remedies	123
	Section
    8.4   	Waiver
    of Certain Laws	124
	Section
    8.5   	Power
    of Attorney	124
	 	 	 
	ARTICLE
                                         IX

                                                                                 

                                                                                EVENTS
                                         OF DEFAULT

	 
	Section
    9.1   	Events
    of Default	124
	Section
    9.2   	Remedies	128
	 	 	 
	ARTICLE
                                         X

                                                                                                                                                              

                                                                                INDEMNIFICATION

	 
	Section
    10.1   	Indemnities
    by the Borrower	130
	Section
    10.2   	[Reserved]	133
	Section
    10.3   	After-Tax
    Basis	133



 


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	ARTICLE XI

                                                                                 

                                                                                THE ADMINISTRATIVE AGENT

	 
	Section 11.1   	Appointment	133
	Section 11.2   	Standard of Care; Exculpatory Provisions	134
	Section 11.3   	Administrative Agent’s Reliance, Etc	135
	Section 11.4   	Credit Decision with Respect to the Administrative Agent	136
	Section 11.5   	Indemnification of the Administrative Agent	136
	Section 11.6   	Successor Administrative Agent	136
	Section 11.7   	Delegation of Duties	137
	Section 11.8   	Payments by the Administrative Agent	137
	Section 11.9   	Collateral Matters	137
	ARTICLE XII

                                                                                 

                                                                                MISCELLANEOUS

	Section 12.1   	Amendments and Waivers	138
	Section 12.2   	Notices, Etc	140
	Section 12.3   	Ratable Payments	141
	Section 12.4   	No Waiver; Remedies	141
	Section 12.5   	Binding Effect; Benefit of Agreement	142
	Section 12.6   	Term of this Agreement	142
	Section 12.7   	Governing Law; Jury Waiver	142
	Section 12.8   	Consent to Jurisdiction; Waivers	142
	Section 12.9  	 Costs and Expenses	143
	Section 12.10   	No Proceedings	143
	Section 12.11   	Recourse Against Certain Parties	144
	Section 12.12   	Protection of Right, Title and Interest in the Collateral;
Further Action Evidencing Advances	145
	Section 12.13   	Confidentiality	145
	Section 12.14   	Execution in Counterparts; Severability; Integration	147
	Section 12.15   	Waiver of Setoff	147
	Section 12.16   	Assignments by the Lenders	148
	Section 12.17   	Heading and Exhibits	150
	Section 12.18   	Effect of Benchmark Transition Event	150
	Section 12.19   	Divisions	151
	Section 12.20   	Judgment Currency	152
	ARTICLE XIII

                                                                                 

                                                                                tax considerations

                                                                                 

	Section 13.1   	Acknowledgement of Parties	153



 


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	ARTICLE XIV

                                                                                 

                                                                                [RESERVED]





 


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	EXHIBITS
	 	 
	EXHIBIT A-1	Form of Funding Notice
	EXHIBIT A-2	Form of Repayment Notice
	EXHIBIT A-3	Form of Reinvestment Notice
	EXHIBIT A-4	Form of Borrowing Base Certificate
	EXHIBIT A-5	[Reserved]
	EXHIBIT A-6	Form of Payment Date Report
	EXHIBIT A-7	Form of Static Pool Analysis
	EXHIBIT B	Form of Promissory Note
	EXHIBIT C	Form of Officer’s Certificate as to Solvency
	EXHIBIT D	Form of Officer’s Closing Certificate
	EXHIBIT E	Form of Release of Underlying Instruments
	EXHIBIT F	[Reserved]
	EXHIBIT G	Form of Transferee Letter
	EXHIBIT H	Form of Joinder Supplement
	EXHIBIT I	Form of Section 2.13 Certificate
	EXHIBIT J	Form of Collateral Custodian Certification
	EXHIBIT K	Form of Compliance Certificate
	 	 
	SCHEDULES
	 	 
	SCHEDULE I	FS/KKR Party Names
	SCHEDULE II	Loan List
	SCHEDULE III	[Reserved]
	SCHEDULE IV	Agreed-Upon Procedures
	SCHEDULE V	S&P Industry Classifications
	 	 
	ANNEXES
	 	 
	ANNEX A	Addresses for Notices
	ANNEX B	Commitments




 


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LOAN
AND SECURITY AGREEMENT


 


THIS
LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”)
is made as of November 22, 2019, by and among:


 


(1)              
Ambler funding llc, a Delaware limited liability company, as the borrower
(the “Borrower”);


 


(2)              
EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity,
each a “Lender”, collectively, the “Lenders”);


 


(3)              
ALLY BANK (together with its successors and assigns, “Ally Bank”), as the administrative agent hereunder
(together with its successors and assigns in such capacity, the “Administrative Agent”) and as Arranger; and


 


(4)              
WELLS FARGO BANK, N.A., not in its individual capacity but as the collateral custodian (together with its successors and
assigns in such capacity, the “Collateral Custodian”) and the collateral administrator (together with its successors
and assigns in such capacity, the “Collateral Administrator”).


 


RECITALS


 


WHEREAS,
the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances under the Notes
from time to time for the purchase of certain Eligible Loans from the Transferor pursuant to the Sale Agreement or directly from
a third party pursuant to any Third Party Sale Agreement and for the general business purposes of the Borrower; and


 


WHEREAS,
the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein;


  


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ARTICLE
I



DEFINITIONS


 





NOW,
THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:




 


Section
1.1            Certain Defined Terms.


 


Certain
capitalized terms used throughout this Agreement are defined in this Section 1.1. As used in this Agreement and its
schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the
following meanings:


 


“1940
Act”: The Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.


 


“Account”:
Any of the Collateral Account, the General Collection Account, the Principal Collection Account, the Interest Collection Account,
the Unfunded Exposure Account and any sub-accounts thereof deemed appropriate or necessary by the Administrative Agent or the
Collateral Custodian for convenience in administering such accounts.


 


“Account
Control Agreement”: The Account Control Agreement, dated as of the date hereof, among the Borrower, as the pledgor,
the Administrative Agent and Well Fargo Bank, N.A., as the Collateral Custodian and as the Securities Intermediary, as the same
may be amended, modified, waived, supplemented or restated from time to time.


 


“Accrual
Period”: With respect to (a) the first Payment Date, the period from and including the Effective Date to but excluding
the Determination Date preceding the first Payment Date, and (b) any subsequent Payment Date, the period from and including the
Determination Date preceding the previous Payment Date to but excluding the Determination Date preceding the current Payment Date
(or, in the case of the final Payment Date, to and including such Payment Date).


 


“Adjusted
Borrowing Value”: For any Loan, for any date of determination, an amount equal to the Assigned Value of such Loan at
such time multiplied by the Dollar Equivalent of the outstanding principal balance of such Loan (including compound or
PIK Interest which has accrued and is unpaid at the time such Loan was acquired by the Borrower, but excluding any accrued or
unpaid or PIK Interest accruing at any time thereafter).


 


“Administrative
Agent”: Ally Bank, in its capacity as administrative agent for Lenders hereunder, together with its permitted successors
and assigns, including any successor appointed pursuant to Section 11.6.


 


“Administrative
Expenses”: All amounts (including indemnification payments) due or accrued and payable by the Borrower to any Person
pursuant to any Transaction Document (other than principal, interest and fees), including, but not limited to, any third party
service provider to the Borrower, any Lender, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary,
accountants, agents and counsel of any of the foregoing for fees and expenses or any other Person in respect of any other costs,
expenses, or other payments (including indemnification payments).


 


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“Administrative
Questionnaire”: An administrative questionnaire in a form supplied by the Administrative Agent.


 


“Advance”:
Each funding by the Lenders hereunder (including each Loan Advance and each advance made for the purpose of funding the Unfunded
Exposure Account pursuant to Section 2.2(e)). The application of amounts on deposit in the Unfunded Exposure Account to
fund a Revolving Loan or Delayed Draw Loan in accordance with Section 2.9(e) shall not be considered an “Advance”.


 


“Advance
Date”: With respect to any Advance, the date on which such Advance is made.


 


“Advance
Rate”: As follows:


 


(a)            with respect to First Lien Loans for which the applicable Obligor has Permitted EBITDA less than $10,000,000, sixty percent (60.00%);


 


(b)            with respect to First Lien Loans for which the applicable Obligor has Permitted EBITDA greater than or equal to $10,000,000 but
less than $25,000,000, seventy percent (70.00%);


 


(c)            with respect to First Lien Loans for which the applicable Obligor has Permitted EBITDA greater than or equal to $25,000,000 but
less than $50,000,000, seventy-two and one-half percent (72.50%);


 


(d)            with respect to First Lien Loans for which the applicable Obligor has Permitted EBITDA greater than or equal to $50,000,000, seventy-five
percent (75.00%);


 


(e)            with respect to First Lien Loans for which the applicable Obligor (x) has Permitted EBITDA greater than $50,000,000 and (y) has
a debt rating equal to or greater than “B-” by S&P (or the equivalent debt rating of another Rating Agency; provided
that if the applicable Obligor has a debt rating from more than one Rating Agency, the lowest such rating shall apply) so
long as at least two current quotes for such debt rating exist from brokers acceptable to Administrative Agent in its sole discretion,
seventy five percent (75.00%);


 


(f)             with respect to First Lien Last Out Loans, sixty percent (60.00%);


 


(g)            with respect to Second Lien Loans (including any Principal Finance Loans that would satisfy the definition of Second Lien Loan
but for the exclusion of Principal Finance Loans from such definition), thirty-five percent (35.00%); and


 


(h)            with respect to Principal Finance Loan (other than any Principal Finance Loans that would satisfy the definition of Second Lien
Loan but for the exclusion of Principal Finance Loans from such definition), fifty percent (50.00%).


 


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


 


“Affiliate”:
With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control
with such Person, or is a director or officer of such Person; provided that for purposes of determining whether any Loan
is an Eligible Loan or any Obligor is an Eligible Obligor, 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. For purposes of this
definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly,
of the power to vote 50.01% or more of the voting securities of such Person or to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agent
EBITDA Percentage”: With respect to any Loan, a percentage determined by the Administrative Agent in its reasonable
discretion at the time such Loan is first included in the Collateral; provided that the Agent EBITDA Percentage of any
Loan for which (i) the applicable Obligor that has a debt rating equal to or greater than “B-” by S&P (or the
equivalent debt rating of another Rating Agency; provided that if the applicable Obligor has a debt rating from more than
one Rating Agency, the lowest such rating shall apply)) or (ii) the aggregate amount of Capped Add-Backs did not exceed the EBITDA
Add-Back Cap at the time such Loan was included in the Collateral, shall be deemed to be one hundred percent (100%).


 


“Agented
Note”: Any Loan originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous
or subsequent syndication of such Loan) prior to such Loan becoming part of the Collateral.


 


“Aggregate
Unfunded Exposure Amount”: On any date of determination, the Dollar Equivalent of the sum of the Unfunded Exposure Amounts
of all Loans included in the Collateral.


 


“Aggregate
Unfunded Exposure Equity Amount”: On any date of determination, the Dollar Equivalent of the sum of the Unfunded Exposure
Equity Amounts of all Eligible Loans included in the Collateral.


 


“Agreed-Upon
Procedures Report”: The meaning specified in Section 5.1(t)(vi).


 


“Agreement”:
The meaning specified in the Preamble.


 


“Ally
Bank”: The meaning specified in the Preamble.


 


“Applicable
Collateral Value”: With respect to (a) Eligible Loans (other than Principal Finance Loans) relating to (i) Tier 3 Obligors,
eighty-seven and one-half percent (87.50%) (ii) Tier 2 Obligors, ninety-five percent (95.00%), and (iii) Tier 1 Obligors, one
hundred percent (100.00%), and (b) Principal Finance Loans, the Fair Market Value.


 


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“Applicable
Law”: For any Person or property of such Person, all existing and future laws, rules, regulations, statutes, treaties,
codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable
to such Person or property (including predatory and abusive lending laws; laws, rules and regulations relating to licensing, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy; usury laws; truth
in lending laws (including the Federal Truth in Lending Act); and Regulation Z and Regulation B of the Board of Governors of the
Federal Reserve System), 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”: A rate per annum equal to (a) with respect to any Advance bearing interest at the LIBOR Rate, (i) so long as
no Event of Default has occurred and is continuing, 2.25% or (ii) if an Event of Default has occurred and is continuing, at the
election of the Administrative Agent or the Required Lenders, 4.25% and (b) with respect to any Advance bearing interest at the
Base Rate, (i) so long as no Event of Default has occurred and is continuing, 1.25% or (ii) if an Event of Default has occurred
and is continuing, at the election of the Administrative Agent or the Required Lenders, 3.25%.


 


“Approved
Country”: United Kingdom and Canada.


 


“Approved
Fund”: Any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.


 


“Assigned
Value”:


 


(a)            With respect to each Loan, as of any Measurement Date, prior to a Value Adjustment Event as to such Loan, the Assigned Value
of such Loan shall be the lesser of (x) the Purchase Price and (y) the Applicable Collateral Value.


 


(b)            If a Value Adjustment Event with respect to such Loan occurs, the “Assigned Value” of such Loan will be amended by
multiplying the Assigned Value determined pursuant to clause (a) above by (i) with respect to a Value Adjustment Event
pursuant to clause (a) of the definition of Value Adjustment Event, twenty percent (20%), (ii) with respect to a Value
Adjustment Event pursuant to clause (b) of the definition of Value Adjustment Event, twenty-five percent (25%), (iii) with
respect to a Value Adjustment Event pursuant to clause (c) of the definition of Value Adjustment Event, fifteen percent
(15%) for the first twelve (12) months following the occurrence thereof, and zero percent (0%) thereafter. The amended Assigned
Value of each Loan shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Custodian,
the Collateral Administrator and the Lenders pursuant to an Assigned Value Notice.


 


(c)            For the avoidance of doubt, (i) the Assigned Value of any Loan that is not an Eligible Loan shall be zero percent (0%) and (ii)
the percentage of par with respect to each Loan shall be calculated in the applicable Currency.


 


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“Assigned
Value Notice”: A written notice (which may in the form of an e-mail) delivered by the Administrative Agent to the Borrower,
the Collateral Manager, the Lenders and the Collateral Custodian and the Collateral Administrator specifying the value of a Loan
determined in accordance with terms of the definition of “Assigned Value” in this Section 1.1.


 


“Assignment
of Mortgage”: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form sufficient
under the laws of the jurisdiction wherein the related mortgaged property is located to effect the assignment of the Mortgage
to the Administrative Agent, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Loans secured by mortgaged properties located in the same jurisdiction, if permitted by Applicable Law.


 


“Availability”:
As of any Measurement Date, an amount equal to the lesser of (a) the Facility Amount minus, the amount of the Aggregate
Unfunded Exposure Amount that is not then on deposit in the Unfunded Exposure Account as of such date; (b)(i) the product of (A)
the Dollar Equivalent of the aggregate Adjusted Borrowing Value of all Eligible Loans minus the Dollar Equivalent of an
amount equal to the Excess Concentration Amount as of such date multiplied by (B) the Weighted Average Advance Rate, minus
(ii) the amount of the Aggregate Unfunded Exposure Equity Amount that is not then on deposit in the Unfunded Exposure Account
plus (iii) the Dollar Equivalent of the amount of Principal Collections on deposit in the Principal Collection Account
as of such date; and (c) the Dollar Equivalent of the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date
minus, the Minimum Credit Enhancement Amount minus (ii) the amount of the Aggregate Unfunded Exposure Equity Amount
that is not then on deposit in the Unfunded Exposure Account plus (iii) the Dollar Equivalent of the amount of Principal
Collections on deposit in the Principal Collection Account as of such date; provided, that on and after the Revolving Period
End Date, Availability shall be zero.


 


“Available
Funds”: With respect to any Payment Date, all amounts on deposit in the Collection Account.


 


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


 


“Base
Rate”: On any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the Federal
Funds Rate plus 0.5%; provided that, notwithstanding the foregoing, on any date LIBOR exceeds the higher of the rates specified
in clauses (a) and (b), the Base Rate shall be increased by such excess for such date.


 


“Benchmark
Replacement”: The sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the
Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or
the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a rate of interest as a replacement to the LIBOR Rate for Dollar-denominated syndicated credit facilities and
(b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero,
the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


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“Benchmark
Replacement Adjustment”: With respect to any replacement of the LIBOR Rate with an Unadjusted Benchmark Replacement
for each applicable interest period, the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or
(ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBOR Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated
syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the timing and frequency of determining rates and making payments of interest and other administrative
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with
the administration of this Agreement).


 


“Benchmark
Replacement Date”: The earlier to occur of the following events with respect to the LIBOR Rate:


 


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a)
the date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the LIBOR Rate permanently or indefinitely ceases to provide the LIBOR Rate; or


 


(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


“Benchmark
Transition Event”: The occurrence of one or more of the following events with respect to the LIBOR Rate:


 


(1)
a public statement or publication of information by or on behalf of the administrator of the LIBOR Rate announcing that such administrator
has ceased or will cease to provide the LIBOR Rate, permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the LIBOR Rate;


 


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(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate, the U.S.
Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR Rate, a resolution authority
with jurisdiction over the administrator for the LIBOR Rate or a court or an entity with similar insolvency or resolution authority
over the administrator for the LIBOR Rate, which states that the administrator of the LIBOR Rate has ceased or will cease to provide
the LIBOR Rate permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide LIBOR; or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR Rate announcing
that the LIBOR Rate is no longer representative.


 


“Benchmark
Transition Start Date”: (a) In the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the
Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required
Lenders) and the Lenders.


 


“Benchmark
Unavailability Period”: If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to the LIBOR Rate and solely to the extent that the LIBOR Rate has not been replaced with a Benchmark Replacement, the
period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the LIBOR Rate for all purposes hereunder in accordance with the Section titled “Effect of Benchmark Transition
Event” and (y) ending at the time that a Benchmark Replacement has replaced the LIBOR Rate for all purposes hereunder pursuant
to the Section titled “Effect of Benchmark Transition Event.”


 


“Beneficial
Ownership Certification”: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation”: 31 C.F.R. § 1010.230.


 


“Borrower”:
The meaning specified in the Preamble.


 


“Borrower
Interest Collections”: With respect to Borrower, as of any date, an amount equal to the Dollar Equivalent of the aggregate
amount of interest and fees received in the Collection Accounts with respect to the Loans for the preceding twelve (12) month
period, provided, that with respect to any time period for which twelve (12) calendar months of such amounts are not available,
Borrower Interest Collections shall be determined based on annualizing such amounts as are available for Borrower.


 


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“Borrower
Interest Expense”: With respect to Borrower, as of any date, an amount equal to the Dollar Equivalent of the amount
of the aggregate amount payable (whether or not actually paid) in interest, costs and fees pursuant to Section 2.7 during
the preceding twelve (12) month period, provided, that with respect to any time period for which twelve (12) calendar months
of such amounts are not available, Borrower Interest Expense shall be determined based on annualizing such amounts as are available
for Borrower.


 


“Borrower’s
Notice”: Any (a) Funding Notice or (b) Reinvestment Notice.


 


“Borrowing
Base”: As of any Measurement Date, an amount equal to the difference of (i) the sum of (a) the Dollar Equivalent of
the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date plus (b) the Dollar Equivalent of the amount
of Principal Collections on deposit in the Principal Collection Account minus (ii) the Dollar Equivalent of an amount equal
to the Excess Concentration Amount as of such date; provided that any Loan which at any time is no longer an Eligible Loan
shall not be included in the calculation of “Borrowing Base”.


 


“Borrowing
Base Certificate”: A certificate setting forth the calculation of the Borrowing Base and the Availability as of each
Measurement Date, in the form of Exhibit A-4, prepared by or on behalf of the Borrower.


 


“Borrowing
Base Deficiency”: The Dollar Equivalent of the amount by which, on any date of determination, (a) the Advances Outstanding
exceed (b) Availability.


 


“Breakage
Costs”: With respect to any Lender and to the extent requested by such Lender in writing (which writing shall set forth
in reasonable detail the basis for requesting any such amounts), any amount or amounts as shall compensate such Lender for any
loss (excluding loss of anticipated profits), cost or expense actually incurred by such Lender as a result of the liquidation
or re-employment of deposits or other funds required by the Lender if any payment by the Borrower of Advances Outstanding or Interest
occurs on a date other than a Payment Date, provided, that the Breakage Costs in respect of any such payment by the Borrower
on any Payment Date shall be deemed to be zero. All Breakage Costs shall be due and payable hereunder on each Payment Date in
accordance with Section 2.7 and Section 2.8. The determination by the applicable Lender of the amount
of any such loss, cost or expense shall be conclusive absent manifest error.


 


“Business
Day”: Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the
laws of, or are in fact closed in, the State of New York or the state in which the Corporate Trust Office is located; provided
that, if any determination of a Business Day shall relate to an Advance bearing interest at the LIBOR Rate, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Canadian
Dollars” and “Cdn $”: Means the lawful currency of Canada.


 


“Capital
Stock”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of
a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights
or options to purchase any of the foregoing.


 


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Investment] Loan and Security Agreement



 






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“Capped
Add-Backs”: Any amounts added back to the net income of an Obligor (A) pursuant to clauses (a)(ii)(2)(d) through
(a)(ii)(2)(g) of the definition of EBITDA in the case of an EBITDA Non-Reporting Loan or (B) pursuant to adjustments to
“reported EBITDA” or other term meaning non-adjusted EBITDA in the case of an EBITDA Reporting Loan.


 


“Cash”:
Cash or legal currency of the United States of America or Canadian Dollars as at the time shall be legal tender for payment of
all public and private debts.


 


“Cash
Interest Coverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash
Interest Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in
the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Cash Interest
Coverage Ratio” or comparable definition, the ratio of (i) the Dollar Equivalent of EBITDA to (ii) the Dollar
Equivalent of Cash Interest Expense of such Obligor as of the Relevant Test Period, as calculated by the Collateral Manager (on
behalf of the Borrower) in good faith; provided that, in calculating the Cash Interest Coverage Ratio under either of clause
(a) or clause (b) above, EBITDA of the applicable Obligor for the Relevant Test Period shall be deemed to be no greater
than Permitted EBITDA, as defined herein, for the Relevant Test Period.


 


“Cash
Interest Expense”: With respect to any Obligor for any period, the amount which, in conformity with GAAP, would be set
forth opposite the caption “interest expense” or any like caption reflected on the most recent financial statements
delivered by such Obligor to the Borrower for such period.


 


“Certificated
Security”: The meaning specified in Section 8-102(a)(4) of the UCC.


 


“Change
of Control”: The occurrence of any of the following events: (a) any change of control of the Investment Advisor
(“control” being defined for purposes of this definition as the possession, directly or indirectly, of the power to
direct or cause the direction of the management, actions and policies of a person, whether through voting rights, ownership rights,
or by contract or otherwise), (b) the Investment Advisor ceases to be the investment advisor of the Collateral Manager, (c) the
Collateral Manager ceases to own and control, of record and beneficially, directly or indirectly, 100.00% of the equity interests
of the Borrower; provided that, if the Collateral Manager enters into any merger, consolidation or amalgamation with or
into a Permitted BDC and the Permitted BDC or any other successor entity formed by or surviving such merger, consolidation or
amalgamation shall be the Collateral Manager and assumes the rights and obligations of the Collateral Manager concurrently with
the consummation of such merger, consolidation or amalgamation then a Change of Control shall not occur.


 


“Clearing
Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange
Act.


 


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Investment] Loan and Security Agreement



 






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“Clearing
Corporation”: The meaning specified in Section 8-102(a)(5) of the UCC.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”:
The meaning specified in Section 8.1(a).


 


“Collateral
Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other
party acceptable to Administrative Agent in its sole discretion) entitled “Collateral Account” in the name of the
Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.


 


“Collateral
Administration Agreement”: The Collateral Administration Agreement, dated as of the date hereof, among the Borrower
and Wells Fargo Bank, N.A., as the Collateral Administrator, as the same may be amended, modified, waived, supplemented or restated
from time to time.


 


“Collateral
Administrator”: Wells Fargo Bank, N.A., not in its individual capacity, but solely as Collateral Administrator.


 


“Collateral
Administrator Termination Notice”: The meaning specified in Section 7.15.


 


“Collateral
Custodian”: Wells Fargo Bank, N.A., not in its individual capacity, but solely as Collateral Custodian, its successor
in interest pursuant to Section 7.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 7.5.


 


“Collateral
Custodian Fee”: The fees, expenses and indemnities of the Collateral Custodian, Collateral Administrator, and Securities
Intermediary set forth as such in the Collateral Custodian Fee Letter or as provided for in this Agreement or the Transaction
Documents.


 


“Collateral
Custodian Fee Letter”: The schedule of fees dated as of September 19, 2019, among the Collateral Custodian, the Collateral
Administrator, the Securities Intermediary and the Borrower, as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time.


 


“Collateral
Custodian Termination Notice”: The meaning specified in Section 7.5.


 


“Collateral
Management Agreement”: The Collateral Management Agreement dated as of the date hereof between the Collateral Manager
and the Borrower.


 


“Collateral
Manager”: Initially, FS Investment Corporation IV, as collateral manager, acting pursuant to the terms of the Collateral
Management Agreement; provided that if the Collateral Manager enters into any merger, consolidation or amalgamation with
or into a Permitted BDC, the Permitted BDC or any other successor entity formed by or surviving such merger, consolidation or
amalgamation shall be the new Collateral Manager so long as such successor entity assumes the rights and obligations of the outgoing
Collateral Manager concurrently with the consummation of such merger, consolidation or amalgamation.


 


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“Collateral
Manager Bylaws”: The meaning specified in the Collateral Management Agreement.


 


“Collateral
Manager Standard”: The meaning specified in the Collateral Management Agreement.


 


“Collection
Account”: Collectively, the General Collection Account, the Interest Collection Account and the Principal Collection
Account.


 


“Collections”:
(a) All cash collections and other cash proceeds of any Loan, including, without limitation or duplication, any Proceeds,
any Interest Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees, settlement payments,
re-financing amounts, rent, like-kind payments, recoveries, guaranty payments or other amounts received in respect thereof (but
excluding (i) any Excluded Amounts and (ii) any amounts received by the Borrower from an Obligor following the sale of the related
Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan) and
(b) interest earnings on Permitted Investments or otherwise in any Account.


 


“Commitment”:
With respect to each Lender, the commitment of such Lender to make Loan Advances in accordance herewith in an amount not to exceed
(a) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the Dollar amount set forth opposite
such Lender’s name on Annex B hereto or the amount set forth as such Lender’s “Commitment”
on Schedule I to the Joinder Supplement relating to such Lender, as applicable, as such amounts may be reduced, increased
or assigned from time to time pursuant to the provisions of this Agreement, and (b) on or after the earliest to occur of the Revolving
Period End Date, the Termination Date or the termination of the Commitment of such Lender, zero.


 


“Connection
Income Taxes” has the meaning give in Section 2.13(a).


 


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


 


“Corporate
Trust Office”: The applicable designated corporate trust office of the Collateral Custodian and the Collateral Administrator
specified on Annex A hereto or such other address within the United States as the Collateral Custodian and the Collateral
Administrator may designate from time to time by notice to the Administrative Agent.


 


“Cov-Lite
Loan”: (i) A Loan that does not require the Obligor to maintain compliance with at least one of the following financial
covenants during any reporting period applicable to such Loan, whether or not any action by, or event relating to, the Obligor
has occurred: maximum total leverage, maximum senior leverage, maximum first lien leverage, minimum fixed charge coverage, minimum
debt service coverage, minimum EBITDA, or other customary financial covenants and (ii) in the case of a Principal Finance Loan,
a Loan that does not require the Obligor to maintain compliance with any of the foregoing and also does not require compliance
with a maximum loan to value covenant or an over-collateralization covenant or any similar restrictions. For the avoidance of
doubt, Loans that are cross-defaulted to other debt or other obligations of the Obligor that is pari passu or senior that contain
any of the foregoing financial covenants shall not be considered Cov-Lite Loans hereunder.


 


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“Covenant
Compliance Period”: The period beginning on the Effective Date and ending on the date on which the Commitments have
been terminated and the Obligations have been paid in full.


 


“Currency”:
Dollars or Canadian Dollars.


 


“Custody
Facilities”: The designated office of the Collateral Custodian where the Required Loan Documents shall be held, which
on the Effective Date shall be at its offices located at 425 Hennepin Ave., Minneapolis, MN 55414 or such other address within
the United States as the Collateral Custodian may designate from time to time by notice to the Administrative Agent, Borrower
and Collateral Manager.


 


“Default”:
Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.


 


“Defaulted
Loan”: Any Loan with respect to which any of the following events have occurred and is continuing with respect to such
Loan or the related Obligor (as applicable): (a) a default in respect of any payment of principal, interest or commitment fees
under such Loan (after giving effect to all applicable cure periods, but in no event longer than five (5) Business Days); (b)
the occurrence of an Insolvency Event with respect to the related Obligor (except in the case obligations with respect to a DIP
Loan); (c) any determination by or on behalf of the Borrower or the Administrative Agent that such loan is on non-accrual, is
written off or is charged off, in each case, in accordance with the Collateral Manager Standard; (d) a default under such Loan
(other than a default described in clause (a) above), together with the election by any agent or requisite number of lenders (including
the Borrower) required to take any such action to (i) accelerate the Loan or (ii) commence to enforce any of their other rights
or remedies pursuant to the applicable Underlying Instruments; provided, that a default described in clause (d)(ii)
shall not result in such Loan becoming a Defaulted Loan until such default has been continuing for twelve (12) consecutive
months or longer; or (e) with respect to any Principal Finance Loan, (i) each tranche of such Principal Finance Loan or other
investment or Indebtedness that, in each case, is senior to such Principal Finance Loan, of the Obligor of such Principal Finance
Loan would be considered a Defaulted Loan to the extent applicable, (ii) the holders of such Principal Finance Loan or other investment
or Indebtedness have not received in cash all expected payments of interest and other payments thereon and cash flows in respect
thereof, or (iii) are currently subject to any deferral or diversion for the benefit of the holders of any tranche or other investment
or Indebtedness that rank senior to such Principal Finance Loan pursuant to any waterfall or similar structure.


 


“Defaulting
Lender”: Any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within
two (2) Business Days of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when
due, unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any
other Lender 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 or has failed to comply with its funding obligations under
this Agreement or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has become or
is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment.


 


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“Delayed
Draw Loan”: A Loan that (i) requires one or more future advances to be made to the Obligor, (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 related Obligor; provided that such loan shall only be considered a Delayed Draw Loan for so long as any
future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation.


 


“Deposit
Account”: The meaning specified in Section 9-102 of the UCC.


 


“Determination
Date”: The last calendar day of each March, June, September and December, with the first Determination Date occurring
on December 20, 2019.


 


“DIP
Loan”: Any Loan (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy
Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (iii) the terms of
which have been approved by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested
matter or proceeding).


 


“Discretionary
Sale”: The meaning specified in Section 2.14(c).


 


“Dollar
Equivalent”: On any date of determination, with respect to an amount denominated in Canadian Dollars, the amount of
Dollars that would be required to purchase such amount of Canadian Dollars based upon the spot selling rate at which Canadian
Dollars may be exchanged for Dollars on the FXC GO screen of the Bloomberg Financial Markets System at approximately 4:00 p.m.
(New York Time) on such date. The Administrative Agent, the Collateral Custodian and the Collateral Administrator shall not have
any responsibility for any calculation of a Dollar Equivalent amount made by or on behalf of the Borrower. For avoidance of doubt,
the Collateral Custodian and the Collateral Administrator shall not have any responsibility to calculate any Dollar Equivalent
amount pursuant to this Agreement.


 


“Dollars”:
Means, and the conventional “$” signifies, the lawful currency of the United States.


 


“Early
Opt-in Election” means the occurrence of:


 


(1)
(i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with
a copy to the Borrower) that the Required Lenders have determined that Dollar-denominated syndicated credit facilities being executed
at such time, or that include language similar to that contained in this Section titled “Effect of Benchmark Transition
Event,” are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the
LIBOR Rate, and


 


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(2)
(i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower
and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.


 


“EBITDA”:
(a) With respect to the last four (4) fiscal quarters with respect to any Loan, the lesser of (i) “EBITDA”, “Adjusted
EBITDA” or any comparable term underwritten and reported by the Collateral Manager, in each case, in a manner consistent
with the Collateral Manager Standard, and (ii) (1) in the case of any Loan that the Underlying Instruments of which define “EBITDA”,
“Adjusted EBITDA” or any comparable term (any such Loan, an “EBITDA Reporting Loan”), the meaning
of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Underlying Instruments for such Loan;
and (2) in the case of any Loan that the Underlying Instruments of which do not define “EBITDA”, “Adjusted EBITDA”
or any comparable term (any such Loan, a “EBITDA Non-Reporting Loan”), an amount, for the Obligor of such Loan
(and including the below amounts for such twelve (12) calendar month period for any Person acquired by or merged with such Obligor)
and any parent that is obligated pursuant to the Underlying Instruments for such Loan (determined on a consolidated basis without
duplication in accordance with GAAP) equal to net income for such period plus (to the extent deducted in determining net
income for such period) (a) interest expense, (b) income taxes, (c) depreciation and amortization for such twelve
month period, (d) non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP, (f) one-time, non-recurring
or extraordinary expenses as determined by the Collateral Manager in a reasonable manner and consistent with the compliance statements
and financial reporting packages provided by the Obligors and (g) any other item not listed in clauses (a) through (f)
that the Borrower or the Collateral Manager deems to be appropriate minus (to the extent reflected in net income for
such period) (h) non-cash income and interest income; provided that with respect to any Obligor for which four (4) fiscal
quarters of economic data are not available, EBITDA shall be determined for such Obligor based on annualizing the economic data
from the reporting periods actually available.


 


(b)       Notwithstanding
the foregoing, the Administrative Agent shall notify the Borrower as promptly as commercially reasonable (and in any event, within
five (5) Business Days of the Administrative Agent’s receipt of the items required to be delivered pursuant to clause
(xx) of the definition of “Eligible Loan” as of the date such Loan is first included as part of the Collateral)
that the EBITDA Add-Back Cap has been exceeded with respect to such Loan and the Administrative Agent’s determination of
the Agent EBITDA Percentage with respect to such Loan. Following any such notification, the Borrower may promptly engage in a
Substitution or Discretionary Sale of such Loan; provided that Section 2.14(e)(vii) need not be satisfied with respect
to such Substitution or Discretionary Sale. If no such notification is provided, EBITDA shall be calculated in accordance with
clause (a) above and the Agent EBITDA Percentage with respect to such Loan shall be one hundred percent (100%).


 


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“EBITDA
Add-Back Cap”: With respect to any Loan, the maximum percentage of EBITDA (without giving effect to Capped Add-Backs)
of the applicable Obligor set forth in the table below, based on the EBITDA of such Obligor (without giving effect to Capped Add-Backs),
in each case, as of the date such Loan is first included as part of the Collateral:


 


	EBITDA
    of Obligor (without giving effect to any Capped Add-Backs):	EBITDA
    Add-Back Cap: 
	Less
    than $10,000,000	15.0%
    of EBITDA
	Equal
    to or greater than $10,000,000 but less than $50,000,000	25.0%
    of EBITDA
	Equal
    to or greater than $50,000,000	35.0%
    of EBITDA



 

“Effective
Date”: November 22, 2019.


 


“Effective
Date Participation Interest”: An undivided 100% participation interest granted by the Transferor to the Borrower in
and to each Loan identified on Schedule II and in which a Lien is granted therein by the Borrower to the Administrative
Agent pursuant to this Agreement.


 


“Eligible
Bid”: A bid made in good faith (and acceptable as a valid bid in the Administrative Agent’s reasonable discretion)
by a bidder for all or any portion of the Collateral in connection with a sale of the Collateral in whole or in part pursuant
to Section 9.2(c).


 


“Eligible
Loan”: Each Loan (i) for which the Administrative Agent has received the items set forth in Section 3.2(a)
and the Collateral Custodian has received or will receive the related Required Loan Documents; and (ii)  that satisfies
each of the following eligibility requirements:


 


(a)            such Loan is a First Lien Loan, First Lien Last Out Loan, Second Lien Loan, Principal Finance Loan or, prior to the date that
is sixty (60) days after the Effective Date (or such longer period to which the Administrative Agent may agree in its reasonable
discretion), an Effective Date Participation Interest;


 


(b)            such Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred (or, in the case of
an Effective Date Participation Interest, participated) to the Borrower, the rights to service, administer and enforce the rights
and remedies in respect of such Loan under the applicable Underlying Instruments inure to the benefit of the holder of such Loan
or its designee (subject to the rights of any applicable agent), and neither the sale, transfer or assignment of such Loan to
the Borrower, nor the granting of a security interest hereunder to the Administrative Agent, violates, conflicts with or contravenes
any Applicable Law or any contractual or other restriction, limitation or encumbrance;


 


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(c)            such Loan is payable in Dollars or in Canadian Dollars and does not permit the currency in which such Loan is payable to be changed;


 


(d)            such Loan (A) is not an Equity Security and (B) does not explicitly provide for the conversion or exchange into an Equity
Security at any time on or after the date it is included as part of the Collateral;


 


(e)            such Loan is not subject to an offer of exchange, redemption, conversion or tender by its Obligor, or by any other Person, for
cash, equity securities or any other type of consideration (other than a notice of prepayment in accordance with the terms of
the Underlying Instruments);


 


(f)             the Underlying Instruments with respect to such Loan provide that no part of the proceeds of such Loan or any other extension
of credit made thereunder will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of
purchasing or carrying any such Margin Stock;


 


(g)            such Loan, and any payment made with respect to such Loan, is not subject to any withholding tax, fee or governmental charge unless
(i) the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments
that cover the full amount of such withholding tax, fee or governmental charge on an after-tax basis, or (ii) the amount of any
such withholding tax, fee or governmental charge has been disclosed in writing to the Administrative Agent;


 


(h)            such Loan is not a Defaulted Loan;


 


(i)             such Loan is not a construction loan or a project finance loan;


 


(j)             such Loan does not constitute a bond, letter of credit, Structured Finance Obligation, Zero Coupon Obligation, Finance Lease or
chattel paper;


 


(k)            as of the date any such Loan that is a Cov-Lite Loan is first included as part of the Collateral, the applicable Obligor (x) has
EBITDA greater than or equal to $50,000,000 at the time of funding and (y) has a debt rating equal to or greater than “B-”
by S&P or the equivalent debt rating of another Rating Agency or other private rating reasonably acceptable to the Administrative
Agent;


 


(l)             such Loan provides for a fixed amount of principal payable on scheduled payment dates and/or at maturity and does not by its terms
provide for earlier amortization or prepayment, in each case, at a price less than par;


 


(m)           except for Effective Date Participation Interests, such Loan is not a Participation Interest;


 


(n)            such Loan has a remaining term to stated maturity that does not exceed eight (8) years;


 


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(o)            such Loan pays interest in Cash no less frequently than semi-annually, it being understood that interest on any Loan that is paid
with the proceeds of a permitted drawing under a Revolving Loan shall satisfy this eligibility requirement;


 


(p)            the repayment of such Loan is not subject to any material non-credit related risk, (for example, a payment on a Loan of which
is expressly contingent upon the occurrence or nonoccurrence of a catastrophe) as determined by Administrative Agent in its sole
discretion;


 


(q)            is not an obligation (other than a Revolving Loan or a Delayed Draw Loan) pursuant to which any future advance or funding to the
Obligor may be required to be made by the Borrower;


 


(r)             the acquisition of such Loan will not cause the Borrower to be required to register as an investment company under the 1940 Act;


 


(s)            the primary Underlying Asset for such Loan is not real property;


 


(t)             such Loan is in the form of and is treated by the related Obligor as indebtedness of such Obligor and is not a United States real
property interest as defined under Section 897 of the Code;


 


(u)            such Loan is not an interest only security;


 


(v)            such Loan is not a letter of credit (provided this does not exclude Revolving Loans that include a letter of credit sub facility
so long as the Borrower is not the issuer of letters of credit thereunder);


 


(w)           such Loan is Registered;


 


(x)            if such Loan is evidenced by a promissory note or other instrument (including an assignment agreement or transfer document), such
promissory note or other instrument has been delivered to the Collateral Custodian;


 


(y)           if such Loan is a First Lien Loan, the applicable Obligor meets the Net Senior Leverage Ratio requirement to be a Tier 1 Obligor,
Tier 2 Obligor or Tier 3 Obligor, as applicable; provided that any portion of such Loan causing such Loan to be in excess
of the required Net Senior Leverage Ratio for a Tier 3 Obligor shall be classified as a Second Lien Loan and be subject to clause
(z) below; provided further that for the avoidance of doubt, such portion shall not be counted toward the aggregate
Adjusted Borrowing Value of those Eligible Loans that are Second Lien Loans for the purpose of determining the Excess Concentration
Amount;


 


(z)            if such Loan is a First Lien Last Out Loan or a Second Lien Loan, the applicable Obligor meets the Net Senior Leverage Ratio requirement
to be a Tier 1 Obligor, Tier 2 Obligor or Tier 3 Obligor, as applicable; provided that any portion of such Loan causing
such Loan to be in excess of the required Net Total Obligor Leverage Ratio for a Tier 3 Obligor shall be deemed to have an Assigned
Value of zero percent (0%);


 


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(aa)          as of the date such Loan is first included as part of the Collateral, if such Loan is a Second Lien Loan, the applicable Obligor’s
trailing twelve month EBITDA is greater than or equal to $20,000,000 (without giving effect to Capped Add-Backs);


 


(bb)         as of the date such Loan is first included as part of the Collateral, the applicable Obligor’s trailing twelve month EBITDA
is equal to or greater than $15,000,000 (without giving effect to Capped Add-Backs);


 


(cc)          such Loan, and any payment made with respect to such Loan, has not been more than thirty (30) days past due with respect to any
payment within the preceding twelve (12) months;


 


(dd)         as of the date such Loan is first included as part of the Collateral, such Loan is not delinquent in payment or defaulted in any
other manner that would give rise to the right of any holder of such Loan to accelerate such Loan and no portion of such Loan
has been converted into equity;


 


(ee)          such Loan and any Underlying Assets (or, with respect to clause (ii), the acquisition thereof) (i) comply in
all material respects with all Applicable Laws and (ii) do not cause any Secured Party (in its commercially reasonable judgment
and as evidenced by a written notice from such Secured Party) to fail to comply with any request or directive from any Governmental
Authority having jurisdiction over such Secured Party;


 


(ff)           such Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the
UCC) to be sold to the Borrower and to have a security interest therein granted to the Administrative Agent, as agent for the
Secured Parties;


 


(gg)         such Loan, together with the Underlying Instruments related thereto, (i) contains provisions substantially to the effect
that such Loan and such Underlying Instruments constitute the legal, valid and binding obligation of the related Obligor and each
guarantor thereof, enforceable against such Obligor and each such guarantor in accordance with their terms, subject to customary
bankruptcy, insolvency and equity limitations, (ii) is not subject to any (a) litigation or dispute or (b) offset, right
of rescission, counterclaim or defense to payment, (iii) contains provisions substantially to the effect that the Obligor’s
and each guarantor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff,
counterclaim or defense for any reason against the Transferor, the Borrower or any assignee and (iv) contain provisions requiring
customary covenant compliance and other reporting requirements;


 


(hh)         such Loan (1) was originated and underwritten, or purchased and re-underwritten, by the Transferor or any of its Affiliates in
accordance with the Collateral Manager Standard and (2) is fully documented to the satisfaction of Administrative Agent;


 


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(ii)            the Borrower has good and marketable title to, and is the sole owner of, such Loan, and the Borrower has granted to the Administrative
Agent a valid and perfected first priority security interest in the Loan and Underlying Instruments, for the benefit of the Secured
Parties;


 


(jj)            if such Loan is a Principal Finance Loan, it is not a Cov-Lite Loan;


 


(kk)          all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any
other Person required to be obtained, effected or given in connection with the making, acquisition or transfer of such Loan, have
been duly obtained, effected or given and are in full force and effect, except where the failure to have such obtained, effected
or given could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;


 


(ll)            such Loan requires the related Obligor to pay customary maintenance, repair, insurance and taxes, together with all other ancillary
costs and expenses, with respect to the Underlying Assets of such Loan (to the extent that the Collateral Manager determines in
good faith and in a commercially reasonable manner that such requirements are appropriate for a Loan of such type);


 


(mm)        the Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent
or any Secured Party from exercising any of their respective rights hereunder or obtaining all necessary information with regard
to such Loan, so long as the Administrative Agent or such Secured Party, as applicable, has agreed to maintain the confidentiality
of such information in accordance with the provisions of such Underlying Instruments;


 


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


 


(oo)         all information provided by or on behalf of the Borrower with respect to the Loan is true, correct and complete in all material
respects; provided that neither the Borrower nor the Collateral Manager shall be responsible for, nor have any liability
with respect to, any factual information furnished to it by any third party not affiliated with it, except to the extent that
a Responsible Officer of such Person has actual knowledge that such factual information is inaccurate in any material respect;


 


(pp)         such Loan or any related Underlying Instrument has not been found to be illegal or unenforceable by the decision of a court of
law or a Governmental Authority in a proceeding brought by the related Obligor, any other party obligated with respect to such
Loan, or any Governmental Authority;


 


(qq)         as of the date such Loan is first included as part of the Collateral, there are no proceedings pending or, to the best of the
Borrower’s knowledge, threatened in writing wherein the Obligor of such Loan, any other obligated party or any governmental
agency has alleged that such Loan or the Underlying Instrument which creates such Loan is illegal or unenforceable;


 


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(rr)           if such Loan is acquired by the Borrower from the Transferor, the Transferor has caused its master computer records to be clearly
and unambiguously marked to indicate that such Loan has been sold to the Borrower;


 


(ss)          no selection procedure materially adverse to the interests of the Secured Parties was utilized by the Transferor, the Collateral
Manager or the Borrower in the selection of such Loan for inclusion in the Collateral;


 


(tt)           if more than one Loan has been made to the Obligor or multiple creditors have an interest in such Loan, then each such Loan is
subject to an intercreditor or similar agreement in form and substance satisfactory to Collateral Manager in its reasonable discretion
setting forth the rights and each such creditors (to the extent that the Collateral Manager determines in good faith and in a
commercially reasonable manner that an intercreditor agreement is necessary or desirable);


 


(uu)         as of the date such Loan is first included as part of the Collateral, the value of the Underlying Assets securing the Loan (or
the enterprise value of the underlying business determined as determined in good faith and in a commercially reasonable manner
by the Collateral Manager) at the time such loan was purchased, equals or exceeds the outstanding principal balance of such Loan
plus the aggregate outstanding balances of all other loans of equal seniority secured by the same Underlying Assets;


 


(vv)         if such Loan is a Principal Finance Loan, the assets underlying such Loan cannot be derived from consumer subprime loans or receivables
or non-performing loans or receivables or any loans or receivables with an effective annual percentage rate of thirty-six percent
(36%) or more;


 


(ww)        the Underlying Instruments with respect to such Loan contain a requirement that on a going-forward basis the applicable underlying
Obligor deliver (i) any financial statements (including unaudited financial statements) by the date that is no later than (x)
sixty (60) days or (y) such later date specified in the Underlying Instruments after the end of each fiscal quarter, with respect
to quarterly reports for the first three fiscal quarters, other than the first fiscal quarter after the initial closing, and (ii) with
respect to annual reports, any audited financial statements by the date that is no later than (x) one hundred fifty (150) days
or (y) such later date specified in the Underlying Instruments after the end of any fiscal year (but in any event not later than
one hundred eighty (180) days after the end of any fiscal year); and


 


(xx)           Administrative Agent has received the Borrower’s internally approved credit/underwriting presentation (unless such credit/underwriting
presentation was not prepared or received by Borrower in connection with an amendment or other modification to a Loan), the Required
Loan Documents described in clause (b)(i) of the definition thereof, the most recent year’s audited financial statements
with respect to the applicable Obligor (or if audited financial statements are not available, (i) the most recent year's quality
of earnings report with respect to such Obligor, or (ii) the pro forma financial statements with respect to such Obligor, if such
Obligor is a newly formed Person) and most recent covenant compliance certificate (including the calculation of EBITDA), if any,
required to be provided to Borrower with respect to such Loan; provided, that, solely for the purposes of calculating Availability
and the Borrowing Base, a Loan shall not be considered an Eligible Loan until five (5) Business Days after the Administrative
Agent has received the items required to be delivered pursuant to this clause (xx) as of the date such Loan is first included
as part of the Collateral.


 


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Notwithstanding
anything to the contrary in the foregoing, upon request from Borrower, the Administrative Agent may, in its sole and absolute
discretion, waive any one or more of the requirements set forth in this definition on a one time basis; provided that (i)
any such waiver shall not constitute a course of dealing or any other basis for future waivers or modifications to the term “Eligible
Loan” and (ii) Administrative Agent’s consent to such waiver may be conditioned on one or more credit enhancements
or additional eligibility criteria not set forth above.


 


“Eligible
Obligor”: On any date of determination, any Obligor that:


 


(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 not a Governmental Authority;


 


(c)            is not an Affiliate of any FS/KKR Party;


 


(d)            is organized and incorporated and domiciled in the United States or any state thereof or an Approved Country;


 


(e)            other than with respect to any DIP Loan, is not the subject of and, to the best of the Borrower’s knowledge is not threatened
with any proceeding which would result in, an Insolvency Event with respect to such Obligor and, as of the date on which such
Loan becomes part of the Collateral, to the Borrower’s knowledge, such Obligor has not experienced a material adverse change
in its condition, financial or otherwise;


 


(f)             does not derive a material portion of its business from payday lending, pawn shops, adult entertainment, marijuana related businesses,
automobile title loans, tax refund anticipation loans, credit repair services, drug paraphernalia, fireworks distributors, tax
evasion, assault weapons or firearms manufacturing, businesses engaged in predatory lending practices or strip mining; and


 


(g)            is not (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list;
(ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated
as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription
funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of
the USA Patriot Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated
with a bank that has a physical presence and an acceptable level of regulation and supervision; (iv) a person or entity that
resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311
or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns; or (v) an Affiliate of any Person
meeting any of the criteria set forth in clauses (i) through (iv) above.


 


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“Eligible
Repurchase Obligations”: 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.


 


“Equity
Security”: (i) Any equity security or any other security that is not eligible for purchase by the Borrower as a
Loan, and (ii) any security purchased as part of a “unit” with a Loan and that itself is not eligible for purchase
by the Borrower as a Loan.


 


“ERISA”:
The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated
or issued thereunder.


 


“ERISA
Affiliate”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning
of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and
Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code)
as the Borrower.


 


“Eurodollar
Disruption Event”: The occurrence of any of the following: (a) any Lender shall have notified the Administrative
Agent of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental
Authority (whether or not having the force of law) to obtain any applicable Currency in the applicable interbank market, to fund
any Advance or (b)  any Lender shall have notified the Administrative Agent of the inability of such Lender, as applicable,
to obtain any applicable Currency in the applicable interbank market to make, fund or maintain any Advance.


 


“Event
of Default”: The meaning specified in Section 9.1.


 


“Excepted
Persons”: The meaning specified in Section 12.13(a).


 


“Excess
Concentration Amount”: As of any date of determination (and after giving effect to all Eligible Loans to be purchased
or sold by the Borrower on such date), the sum of the following amounts (without duplication):


 


(a)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are First Lien Loans and are obligations
of the three Obligors with the largest Obligor Exposure included in the Collateral minus (ii) the greater of (A) $10,750,000
and (B) 7.50% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral;


 


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(b)            except with respect to the Loans described in clause (a) above, the excess, if any, of (i) the aggregate Adjusted Borrowing
Value of each Eligible Loan of any single Obligor and its Affiliates minus (ii) the greater of (A) $7,250,000 and (B) 5.00%
of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral;


 


(c)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with Obligors in any single S&P
Industry Classification minus (ii) (A) with respect to the S&P Industry Classification representing the highest concentration
of the Eligible Loans (determined by reference to Adjusted Borrowing Value), the greater of (1) $28,750,000 and (2) 20.00% of
the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral; (B) with respect to the S&P Industry Classifications
representing the second and third highest concentration of the Eligible Loans (determined by reference to Adjusted Borrowing Value),
the greater of (1) $25,000,000 and (2) 17.50% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral;
(C) with respect to the S&P Industry Classifications representing the fourth and fifth highest concentration of the Eligible
Loans (determined by reference to Adjusted Borrowing Value), the greater of (1) $21,500,000 and (2) 15.00% of the aggregate Adjusted
Borrowing Value of all Eligible Loans in the Collateral; and (D) with respect to the S&P Industry Classifications other than
those covered in clauses (A), (B) and (C) hereof, the greater of (1) $18,000,000 and (2) 12.50% of the aggregate
Adjusted Borrowing Value of all Eligible Loans in the Collateral;


 


(d)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are DIP Loans minus (ii)
the greater of (A) $7,250,000 and (B) 5.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral;


 


(e)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Revolving Loans or Delayed
Draw Loans minus (ii) the greater of (A) $14,500,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value of all Eligible
Loans in the Collateral;


 


(f)             the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Principal Finance Loans minus
(ii) the greater of (A) $14,500,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the
Collateral;


 


(g)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Loan which pay interest in
Cash less frequently than quarterly, minus (ii) the greater of (A) $7,250,000 and (B) 5.00% of the aggregate Adjusted Borrowing
Value of all Eligible Loans in the Collateral;


 


(h)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are PIK Loans or Partial PIK Loans
minus (ii) the greater of (A) $7,250,000 and (B) 5.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans
in the Collateral;


 


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(i)             the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are obligations of Obligors with
less than $10,000,000 in Permitted EBITDA minus (ii) the greater of (A) $28,750,000 and (B) 20.00% of the aggregate Adjusted
Borrowing Value of all Eligible Loans in the Collateral;


 


(j)             the excess, if any, of (i) the aggregate Dollar Equivalent of the Adjusted Borrowing Value of those Eligible Loans that are payable
in Canadian Dollars minus (ii) the greater of (A) $14,500,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value
of all Eligible Loans in the Collateral;


 


(k)            as of the date such Loan is first included a part of the Collateral, the excess, if any, of (i) the aggregate Adjusted Borrowing
Value of those Eligible Loans that are First Lien Loans and are obligations of Tier 3 Obligors included in the Collateral minus
(ii) the greater of (A) $28,750,000 and (B) 20.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the
Collateral; provided, that any excess pursuant to this clause (k) shall be reduced by the product of such excess
multiplied by the applicable Excess Tier 3 Administrative Agent Assigned Value, if any;


 


(l)             as of the date such Loan is first included a part of the Collateral, the excess, if any, of (i) the aggregate Adjusted Borrowing
Value of those Eligible Loans that are First Lien Last Out Loans or Second Lien Loans and are obligations of Tier 3 Obligors included
in the Collateral minus (ii) the greater of (A) $28,750,000 and (B) 20.00% of the aggregate Adjusted Borrowing Value of
all Eligible Loans in the Collateral; provided, that any excess pursuant to this clause (l) shall be reduced by
the product of such excess multiplied by the applicable Excess Tier 3 Administrative Agent Assigned Value, if any;


 


(m)           the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Second Lien Loans (including
any Principal Finance Loans that would satisfy the definition of Second Lien Loan but for the exclusion of Principal Finance Loans
from such definition) minus (ii) the greater of (A) $50,000,000 and (B) 35.00% of the aggregate Adjusted Borrowing Value
of all Eligible Loans in the Collateral;


 


(n)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are First Lien Last Out Loans (including
any Principal Finance Loans that would satisfy the definition of First Lien Last Out Loan but for the exclusion of Principal Finance
Loans from such definition) minus (ii) the greater of (A) $50,000,000 and (B) 35.00% of the aggregate Adjusted Borrowing
Value of all Eligible Loans in the Collateral;


 


(o)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Second Lien Loans or First
Lien Last Out Loans (including any Principal Finance Loans that would satisfy the definition of Second Lien Loan or First Lien
Last Out Loan but for the exclusion of Principal Finance Loans from such definitions) minus (ii) the greater of (A) $75,500,000
and (B) 50.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral


 


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(p)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Cov-Lite Loans minus (ii)
the greater of (A) $35,750,000 and (B) 25.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral;


 


(q)            the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that have final maturities greater than
seven (7) years minus (ii) the greater of (A) $14,500,000 and (B) 10.00% of the aggregate Adjusted Borrowing Value of all
Eligible Loans in the Collateral; and


 


(r)             the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are obligations of Obligors principally
engaged in gaming businesses (including internet gambling companies) minus (ii) the greater of (A) $7,250,000 and (B) 5.00%
of the aggregate Adjusted Borrowing Value of all Eligible Loans in the Collateral.


 


“Excess
Tier 3 Administrative Agent Assigned Value”: With respect to any Loan (or any portion thereof), the value (expressed
as a percentage of par) of such Loan (or portion thereof) as determined by the Administrative Agent (and notified in writing to
the Borrower) in its sole discretion on each Measurement Date for the amount exceeding the threshold set forth in clause (k)
or (l) of the definition of Excess Concentration Amount, as applicable.


 


“Exchange
Act”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Amounts”: Any amount received in the Collection Account with respect to any Loan included as part of the Collateral,
which amount is attributable to (i) the reimbursement by the related Obligor of payment by the Borrower or Transferor of any Tax,
fee or other charge imposed by any Governmental Authority on such Loan or on any Underlying Assets, (ii) the reimbursement by
the related Obligor of payment by the Borrower or Transferor of other out-of-pocket expenses, (iii) any payments or reimbursements
related to indemnification obligations, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Loans
which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under
Underlying Instruments, (v) any amount deposited into the Collection Account in error, provided, except with respect to
the amounts described in clauses (v) of this definition, that such amounts shall be Excluded Amounts only to the extent
that such amounts (x) are in excess of the principal and interest then due in respect of such Loan, and (y) were required to be
paid by the related Obligor pursuant to a specific provision of the Underlying Instruments with respect to such Loan.


 


“Excluded
Taxes”: The meaning specified in Section 2.13(e).


 


“Exposure
Amount Shortfall”: The meaning specified in Section 2.2(g).


 


“Facility
Amount”: As of any date, an amount equal to the lesser of (a) $200,000,000 and (b) the aggregate principal amount of
the Commitments provided by the Administrative Agent and the Lenders as of such date; provided that the Facility amount may be
increased pursuant to Section 2.18; provided that on or after the earlier to occur of the Revolving Period End Date
or the Termination Date, the Facility Amount shall mean the Advances Outstanding.


 


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“Fair
Market Value”: With respect to any Principal Finance Loan, an amount (expressed as a percentage of par) equal to the
marked-to-market value of such Loan; provided that the Fair Market Value of any Loan determined to be equal to or greater
than ninety-five percent (95.0%) in accordance with the foregoing shall be deemed to be one hundred percent (100%); provided,
further, that the Fair Market Value of any such Loan which is determined to be less than ninety percent (90.0%) shall be
deemed to be as set forth below:


 


	Marked-to-Market
    Value (as a percentage of par):	Fair
    Market Value: 
	≤
    90.0% but > 80.0%	90.0%
	≤
    80.0% but > 70.0%	80.0%
	≤
    70.0% but > 60.0%	70.0%
	≤
    60.0% but > 50.0%	60.0%
	≤
    50.0% but > 40.0%	50.0%
	≤
    40.0% but > 30.0%	40.0%
	≤
    30.0% but > 20.0%	30.0%
	≤
    20.0% but > 10.0%	20.0%
	≤
    10.0% but > 0.0%	10.0%


 


“FATCA”:
Sections 1471 through 1474 of the Code, as in effect on the Effective Date (or any amended or successor version that is substantively
comparable), any current or future regulations or official interpretations thereof (including any Revenue Rulings, Revenue Procedure,
Notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from Taxes under such provisions)
and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement between the United States and another jurisdiction facilitating
the implementation thereof (or any law, regulation or official interpretation implementing such an intergovernmental agreement).


 


“FDIC”:
The Federal Deposit Insurance Corporation, and any successor thereto.


 


“Federal
Funds Rate”: For any period, a fluctuating interest per annum rate equal, for each day during such period, to
the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor
or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding
Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the
Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at
9:00 a.m. (New York City Time) on such day.


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


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“Fee
Letter”: Individually and collectively, (i) that certain Fee Letter, dated as of November 22, 2019, between the Administrative
Agent and Borrower and (ii) each additional Fee Letter executed between any Lender and Borrower, in each case, as amended, modified,
waived, supplemented, restated or replaced from time to time.


 


“Finance
Lease”: Any transaction in which the obligations of a lessee to pay rent or other amounts under a lease are on a triple
net basis and are required to be classified and accounted for as a capital lease on the balance sheet of such lessee under generally
accepted accounting principles in the United States. A Finance Lease shall not include obligations structured to comply with foreign
law or religious restrictions, including, but not limited to, Islamic Shari’ah.


 


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


 


“Financial
Sponsor”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding,
and selling equity or preferred equity 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 Last Out Loan”: A Loan (other than a Principal Finance Loan) that would otherwise be a First Lien Loan except that
at any time prior to and/or after an event of default under the related loan agreement of the related Obligor, any portion of
such Loan will be repaid after one or more classes of loans issued by the same Obligor have been paid in full in accordance with
a specific waterfall of payments or other priority of payments; provided, that a First Lien Last Out Loan may include a
Loan to an Obligor that also has a separate working capital loan so long as (A) the amount of such Loan does not exceed an amount
equal to the applicable Obligor’s EBITDA, (B) such working capital loan is not secured by any assets other than current
assets (as determined in accordance with GAAP), and (C) if an event of default occurs with respect to such First Lien Last Out
Loan, the Borrower has a right to purchase such working capital loan at par and on other terms reasonably acceptable to Administrative
Agent; provided further that the Administrative Agent may, in its sole discretion, designate an Eligible Loan that would
otherwise constitute a First Lien Last Out Loan as a First Lien Loan.


 


“First
Lien Loan”: A Loan (other than a Principal Finance Loan) (i) that is secured by a pledge of collateral, which security
interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit
agreement that are reasonable and customary for similar loans (provided that such permitted liens do not secure indebtedness for
borrowed money), and liens accorded priority by law in favor of the United States or any State or agency) (except as otherwise
provided in this definition), (ii) for which the Collateral Manager determines in good faith that the value or the enterprise
value of the related Obligor (as determined by Collateral Manager in accordance with a methodology acceptable to Administrative
Agent) of the collateral securing the Loan on the date such Loan is first included as part of the Collateral or on the date that
any Value Adjustment Event occurs 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, (iii) that is not (and cannot by its
terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceedings and (iv) that is not secured solely or primarily by the Capital Stock of its
Obligor or any of such Obligor’s Affiliates; provided, that a First Lien Loan may include a Loan to an Obligor that
also has a separate working capital loan so long as (A) the amount of such Loan does not exceed an amount equal to the applicable
Obligor’s EBITDA, (B) such working capital loan is not secured by any assets other than current assets (as determined in
accordance with GAAP) and (C) if an event of default occurs with respect to such First Lien Loan, the Borrower has a right to
purchase such working capital loan at par and on other terms reasonably acceptable to Administrative Agent. For the avoidance
of doubt, a First Lien Last Out Loan shall not constitute a First Lien Loan unless the Administrative Agent, in its sole discretion,
designates such Eligible Loan that would otherwise constitute a First Lien Last Out Loan as a First Lien Loan in the related approval
notice.


 


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Investment] Loan and Security Agreement



 






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


 


“Foreign
Lender”: A Lender that is not a U.S. Tax Person.


 


“FS/KKR
Parties”: The Borrower, the Transferor and the Collateral Manager.


 


“Funding
Date”: In the case of any Loan Advance, the proposed Business Day on which a Loan Advance is to be made after the receipt
by the Administrative Agent, the Collateral Custodian and Lenders of a Funding Notice, subject to the required notice provisions
of and together with the other required deliveries in accordance with Section 2.2.


 


“Funding
Notice”: A notice in the form of Exhibit A-1 requesting an Advance, including the items required by Section 2.2.


 


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


 


“General
Collection Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian
(or any other party acceptable to Administrative Agent in its sole discretion) entitled “General Collection Account”
in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.


 


“General
Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC.


 


“Governing
Documents”: (a) With respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-US. jurisdiction), (b) with respect to any limited
liability company, the certificate or articles of formation or organization and operating agreement and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed
in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or organization of such entity.


 


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“Governmental
Authority”: 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 (including any supra-national body exercising such powers or functions, such as the European Union or the European
Central Bank).


 


“Guarantee
Obligation”: As to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing
person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing
any Indebtedness (the “primary obligations”), of any other third Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1)  for the purchase or payment of any such primary obligation or (2) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided, however, that the term “Guarantee
Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business.
The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of
any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.


 


“Highest
Required Investment Category”: (i) 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, (ii) with
respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments,
and (iii) 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.


 


“Increased
Commitment”: The meaning specified in Section 2.18.


 


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Investment] Loan and Security Agreement



 






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“Increased
Costs”: Any amounts required to be paid by the Borrower to an Indemnified Party pursuant to Section 2.12.


 


“Indebtedness”:
With respect to any Person at any date without duplication, (a) all indebtedness of such Person for borrowed money (whether
by loan or the issuance and sale of debt securities) or for the deferred purchase price of Property or services (other than current
trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any
other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations
of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person,
(d) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise,
to be 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, and (e) all Guarantee Obligations of such Person in respect of obligations of the kind referred
to in clauses (a) through (d) above. The amount of any Indebtedness under clause (d) shall be equal
to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the Property subject
to the relevant Lien. The amount of any Indebtedness of any Person shall include the Indebtedness of any other entity (including
any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide
that such Person is not liable therefor.


 


“Indemnified
Amounts”: The meaning specified in Section 10.1(a).


 


“Indemnified
Parties”: The meaning specified in Section 10.1(a).


 


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


 


“Ineligible
Assignee”: Any private investment company, investment firm, investment partnership, private equity fund, Person that
is primarily engaged in the business of private direct lending, business development company, mezzanine fund, private debt fund,
hedge fund, or other private equity investment vehicle or any Person that is not organized under the laws of the United States
of America, any state thereof or the District of Columbia, in each case, which Person is in direct competition with the Borrower,
provided, that no Approved Fund shall be an Ineligible Assignee.


 


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


 


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Investment] Loan and Security Agreement



 






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


 


“Insolvency
Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency
Event.


 


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


 


“Insurance
Policy”: With respect to any Loan, an insurance certificate evidencing insurance covering liability and physical damages
to, or loss of, the related Underlying Assets.


 


“Interest”:
For each Accrual Period, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance
with the following formula:


 


 


	IR x P x 	1
	 	D







  


where:


 


	IR	= 	the Interest Rate applicable on such day;



 


	P	= 	the Advances Outstanding on such day; and



 


	D	= 	360 days (or, to the extent the Interest Rate is the
Base Rate, 365 or 366 days, as applicable).



 


provided
that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the
maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such
distribution is rescinded or must otherwise be returned for any reason.


 


“Interest
Collection Account”: Collectively, (i) a Securities Account created and maintained on the books and records of the Collateral
Custodian (or any other party acceptable to Administrative Agent in its sole discretion) entitled “USD Interest Collection
Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured
Parties and (ii) i) a Securities Account created and maintained on the books and records of the Collateral Custodian (or any other
party acceptable to Administrative Agent in its sole discretion) entitled “Canadian Dollar Interest Collection Account”
in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.


 


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Investment] Loan and Security Agreement



 






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“Interest
Collections”: All payments of interest and fees on or received in respect of Loans and Permitted Investments, including
(a) any payments of accrued interest received on the sale of Loans or Permitted Investments, (b) all payments of principal (including
principal prepayments) on Permitted Investments purchased with the proceeds described in this definition and (c) origination,
agency, structuring, management or other up-front fees, unused line, termination, make whole, prepayment and other fees in respect
of the Loans; provided that Interest Collections shall not include (x) Sale Proceeds representing accrued interest
that are applied toward payment for accrued interest on the purchase of a Loan (including in connection with a Substitution) and
(y) interest received in respect of a Loan (including in connection with any sale thereof), which interest was purchased
with Principal Collections.


 


“Interest
Rate”: (a) The LIBOR Rate plus (b) the Applicable Spread; provided that, upon and during the occurrence of a
Eurodollar Disruption Event, “Interest Rate” shall mean the Base Rate plus the Applicable Spread. Accrued and unpaid
interest on Advances shall be payable on each Payment Date.


 


“Investment”:
With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by
means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Loans and the acquisition of Equity
Securities otherwise permitted by the terms hereof which are related to such Loans.


 


“Investment
Advisor”: FS/KKR Advisor, LLC.


 


“Investment
Advisory Agreement”: Collectively, the Investment Advisory and Administrative Services Agreement, dated as of April
9, 2018, by and among the Investment Advisor, the Collateral Manager.


 


“Investment
Property”: The meaning specified in Section 9-102(a)(49) of the UCC.


 


“IRS”:
The United States Internal Revenue Service.


 


“Joinder
Supplement”: An agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit H
to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Effective
Date.


 


“Lender”:
The meaning specified in the Preamble, including collectively, each financial institution (i) listed on Annex B as having
Commitments or (ii) which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to
the Administrative Agent and the Borrower (and for purposes of Section 2.13 of this Agreement any successor, assignee or
participant).


 


“LIBOR
Rate”: For any day (and with respect to each Advance, for any day during the applicable interest period), the greater
of (i) zero percent (0.00%) and (ii) (x) the rate per annum appearing on Reuters Screen LIBOR01 Page (or any successor or substitute
page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. London time, for such day, provided,
if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (y) if no rate specified
in clause (x) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest
rate per annum at which Dollar deposits for a one-month maturity would be offered by major financial institutions reasonably satisfactory
to the Administrative Agent in the London interbank market at approximately 11:00 a.m. London time, for such day.


 


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Investment] Loan and Security Agreement



 






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“Lien”:
Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets
or properties in favor of any other Person.


 


“Loan”:
Any commercial loan or note which is originated or acquired by the Transferor or any of its Affiliates or which the Borrower acquires
from a third party in the ordinary course of its business or an Effective Date Participation Interest owned by the Borrower.


 


“Loan
Advance”: The meaning specified in Section 2.2(a).


 


“Loan
Checklist”: An electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower to the
Collateral Custodian, for each Loan, of all Required Loan Documents to be included within the respective Loan File, which shall
specify whether such document is an original or a copy.


 


“Loan
File”: With respect to each Loan, a file containing (a) each of the documents and items as set forth on the Loan
Checklist with respect to such Loan and (b) duly executed originals and copies of any other relevant records relating to
such Loans and the Underlying Assets pertaining thereto.


 


“Loan
List”: That certain list of Loans attached hereto as Schedule II, as such Schedule shall be deemed to be updated
from time to time by reference to the list of Loans set forth on the most recently delivered Borrowing Base Certificate.


 


“Margin
Stock”: “Margin Stock” as defined under Regulation U.


 


“Material
Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets,
financial condition, operations, performance or properties of the Borrower or the Collateral Manager, both individually or taken
as a whole, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the
validity, enforceability or collectability of the Loans generally or any material portion of the Loans, (c) the rights and
remedies of the Administrative Agent, the Lenders and the Secured Parties with respect to matters arising under this Agreement
or any other Transaction Document, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations
under any Transaction Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability
of the Administrative Agent’s or the other Secured Parties’ lien on any material portion of the Collateral. 


 


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Investment] Loan and Security Agreement



 






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“Material
Modification”: Any amendment or waiver of, or modification or supplement to (it being agreed and understood that a release
document or similar instrument executed or delivered in connection with a disposition that is otherwise permitted under the Underlying
Instrument shall not constitute an amendment or waiver of, or modification or supplement to such Underlying Instrument), an Underlying
Instrument governing a Loan executed or effected on or after the date on which the Borrower acquired such Loan that:


 


(a)            reduces or waives any or all of the principal amount of such Loan;


 


(b)            extends the final maturity date or any other due date for payment of outstanding amounts of such Loan by more than thirty (30)
days;


 


(c)            waives one or more interest payments by more than five percent (5%) or permits any interest due in cash to be deferred or capitalized
and added to the principal amount of such Loan (other than any deferral or capitalization already allowed by the terms of its
Underlying Instruments);


 


(d)            reduces the amount of interest due with respect to such Loan (other than due to automatic changes in grid pricing existing at
the time such Eligible Loan is acquired by the Borrower);


 


(e)            contractually or structurally subordinates such Loan 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 Permitted Liens) on any of the
Underlying Assets securing such Loan;


 


(f)             substitutes, alters or releases (other than as permitted by such Underlying Instruments) the Underlying Assets securing such Loan,
and each such substitution, alteration or release, as determined in the reasonable discretion of the Administrative Agent, materially
and adversely affects the value of such Loan;


 


(g)            amends, waives, forbears, supplements or otherwise modifies in any way the definition of “Net Senior Leverage Ratio”,
“Net Total Obligor Leverage Ratio” or “Cash Interest Coverage Ratio” (or any respective comparable definitions
in its Underlying Instruments) or the definition of any component thereof in a manner that, in the sole discretion of the Administrative
Agent, is materially adverse to the Administrative Agent or any Lender; or


 


(h)            with respect to a Principal Finance Loan, results in a material (as determined by the Administrative Agent in its reasonable discretion)
change to or grants material (as determined by the Administrative Agent in its reasonable discretion) relief from the borrowing
base or any related definition.


 


“Measurement
Date”: Each of (i) the Effective Date; (ii) the date of any Borrower’s Notice; (iii) with respect to any Loan,
the earlier to occur of (a) the date that the Collateral Manager has actual knowledge of the occurrence of any Value Adjustment
Event or (b) the date that the Assigned Value of any Loan is adjusted; (iv) unless such date is two (2) or fewer days prior
to the next Payment Date, the Business Day prior to the date any Principal Collections are to be released pursuant to Section
2.7(b); (v) the date on which any Loan included in the latest calculation of the Borrowing Base fails to meet one or more
of the criteria listed in the definition of “Eligible Loan” (other than any criteria thereof waived by the Administrative
Agent on or prior to the date of acquisition of such Loan by the Borrower); (vi) the date on or prior to each Reinvestment, Discretionary
Sale or Substitution pursuant to Section 2.14 and Section 3.2, as applicable; (vii) each Reporting Date; and (viii)
so long as there has not been a Measurement Date within the last five (5) Business Days, each other date requested by the Administrative
Agent with at least five (5) Business Days advance notice; provided that if a Measurement Date otherwise occurs pursuant
to clauses (ii) through (vii) following any such request, but prior to such requested date, such request for an
additional Measurement Date shall be deemed to be withdrawn.


 


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Investment] Loan and Security Agreement



 






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“Minimum
Credit Enhancement Amount”: As of any date, an amount equal to the Dollar Equivalent of the sum of the Adjusted Borrowing
Values of all Loans owing by the three Obligors which have the greatest Obligor Exposure.


 


“Minimum
Credit Enhancement Amount Test”: As of any date, the test that is satisfied if the Dollar Equivalent of the aggregate
Adjusted Borrowing Value of all Eligible Loans as of such date plus the Dollar Equivalent of the amount of Principal Collections
on deposit in the Principal Collection Account as of such date minus the Advances Outstanding is equal to or greater than
the Dollar Equivalent of the Minimum Credit Enhancement Amount.


 


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


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a Lien on an interest in real property securing a Loan, including the
assignment of leases and rents related thereto.


 


“Multiemployer
Plan”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time
during the current year or the preceding five (5) years contributed to by the Borrower or any ERISA Affiliate on behalf of its
employees.


 


“Net
Senior Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net
Senior Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case
of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Senior Leverage
Ratio” or comparable definition, the ratio of (i) the “total indebtedness” (as defined in the Underlying Instruments
or comparable definition thereof, including such Loan) of the applicable Obligor as of the date of determination, excluding any
junior indebtedness and any unsecured indebtedness of such Obligor or non-recourse indebtedness of such Obligor secured solely
by the real property and related improvements and fixtures of such Obligor as of such date, minus the Unrestricted Cash
of such Obligor as of such date to (ii) the Dollar Equivalent of EBITDA of such Obligor with respect to the applicable Relevant
Test Period, as calculated by the Borrower in good faith; provided that, in calculating the Net Senior Leverage Ratio under
either of clause (a) or clause (b) above, EBITDA of the applicable Obligor for the Relevant Test Period shall be
deemed to be no greater than Permitted EBITDA, as defined herein, for the Relevant Test Period.


 


“Net
Total Obligor Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net
Total Obligor Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in
the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Total
Obligor Leverage Ratio” or comparable definition, the ratio of (i) the Dollar Equivalent of the “total indebtedness”
(as defined in the Underlying Instruments or comparable definition thereof, including such Loan) of the applicable Obligor as
of the date of determination, minus the Dollar Equivalent of Unrestricted Cash of such Obligor as of such date to (ii)
the Dollar Equivalent of EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower
in good faith; provided that, in calculating the Net Total Obligor Leverage Ratio under either of clause (a) or
clause (b) above, EBITDA of the applicable Obligor for the Relevant Test Period shall be deemed to be no greater than Permitted
EBITDA, as defined herein, for the Relevant Test Period.


 


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Investment] Loan and Security Agreement



 






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“Non-Excluded
Taxes”: The meaning specified in Section 2.13(a).


 


“Non-Usage
Fee”: A fee payable quarterly in arrears for each Accrual Period equal to:


 


(a)            during the first three (3) months following the Effective Date, zero; and


 


(b)            thereafter, the sum of the following:


 


(i)          for each day during such Accrual Period that the Advances Outstanding on such day are less than or equal to the product of twenty-five
percent (25.00%) multiplied by the Facility Amount on such day, the sum of the products for each such day during such Accrual
Period of (A) one divided by 360, (B) 0.85% and (C) the Unused Facility Amount as of each such day; plus


 


(ii)         for each day during such Accrual Period that the Advances Outstanding on such day are greater than the product of twenty-five
percent (25.00%) multiplied by the Facility Amount on such day, but less than or equal to the product of fifty percent
(50.00%) multiplied by the Facility Amount on such day, the sum of the products for each such day during such Accrual Period
of (A) one divided by 360, (B) 0.60% and (C) the Unused Facility Amount as of each such day; plus


 


(iii)        for each day during such Accrual Period that the Advances Outstanding on such day are greater than the product of fifty (50.00%)
multiplied by the Facility Amount on such day multiplied by the Facility Amount on such day, the sum of the products
for each such day during such Accrual Period of (A) one divided by 360, (B) 0.50% and (C) the Unused Facility Amount as of each
such day.


 


“Note”:
The meaning specified in Section 2.1.


 


“Noteless
Loan”: A Loan with respect to which the Underlying Instruments do not require the Obligor to execute and deliver, and
the Obligor has not executed and delivered to the Borrower, a promissory note evidencing any indebtedness created under such Loan.


 


“Notice
of Exclusive Control”: The meaning specified in the Account Control Agreement.


 


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Investment] Loan and Security Agreement



 






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“Obligations”:
The unpaid principal amount of, and interest (including interest accruing after the maturity of the Advances and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating
to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Advances
and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with any Transaction
Document, and any other document to which the Borrower is a party made, delivered or given in connection therewith or herewith,
whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees and
disbursements of counsel to the Administrative Agent, the Collateral Custodian and the Securities Intermediary or to the Lenders
that are required to be paid by the Borrower pursuant to the terms of the Transaction Documents) or otherwise.


 


“Obligor”:
With respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including
any guarantor thereof. For purposes of determining whether any Loan is made to an Eligible Obligor, all Loans included as part
of the Collateral or to be transferred to the Collateral, the Obligor of which is an Affiliate of another Obligor, shall be aggregated
with all Loans of such Affiliate Obligor; for example, if Corporation A is an Affiliate of Corporation B, and the sum of the Adjusted
Borrowing Values of all of Corporation A’s Loans included as part of the Collateral constitutes 10.00% of the aggregate
Adjusted Borrowing Value for all Loans and the sum of the Adjusted Borrowing Value of all of Corporation B’s Loans included
as part of the Collateral constitutes 10.00% of the aggregate Adjusted Borrowing Value of all Loans, the Obligor concentration
for Corporation A and Corporation B would each be 20.00%.


 


“Obligor
Exposure”: With respect to any Obligor, the aggregate Adjusted Borrowing Value of all Loans in respect of which such
Obligor is the related Obligor.


 


“Officer’s
Certificate”: A certificate signed by a Responsible Officer of the Person providing the applicable certification, as
the case may be.


 


“Opinion
of Counsel”: A written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its
reasonable discretion, provided that Clifford Chance US LLP shall be an acceptable counsel for purposes of delivering any
Opinion of Counsel hereunder.


 


“Other
Connection Taxes” has the meaning given in Section 2.13(a).


 


“Other
Taxes”: The meaning specified in Section 2.13(b).


 


“Outstanding
Balance”: With respect to any Loan as of any date of determination, the Dollar Equivalent of the outstanding principal
balance of any advances or funded loans made by the Borrower to the related Obligor pursuant to the related Underlying Instruments
as of such date of determination (exclusive of any interest and PIK Interest).


 


“Partial
PIK Loan”: Any Loan that required the Obligor to pay only a portion of the accrued and unpaid interest in Cash on a
current basis, the remainder of which is or can be deferred and paid at a later date; provided that the portion of such
Loan that is accruing interest that is required to be paid in Cash pursuant to the terms of the related Underlying Instruments
at an interest rate of, (i) if such Loan is subject to a floating rate, not less than the LIBOR Rate plus 4.00% or (ii)
if such Loan is subject to a fixed rate, not less than 6.00%, shall not be considered a Partial PIK Loan.


 


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“Participation
Interest”: A participation interest in a loan or other obligation that would, at the time of acquisition or the Borrower’s
commitment to acquire the same, constitute a Loan.


 


“Payment
Date”: The 20th day of each April, July, October and January, or, if such day is not a Business Day, the
next succeeding Business Day, commencing January 20, 2020.


 


“Payment
Date Report”: A certificate setting forth, among other things, the application of payments to be made on the next Payment
Date pursuant to Section 2.7 or 2.8 hereof (as applicable), the currency calculations set forth in Section 5.1(q),
a calculation of the financial covenants set forth in Section 5.2(n) hereof, and a reasonably detailed summary of the Obligors
and their respective financial results and capital structure in connection with the applicable Underlying Instruments, together
with the back-up financial and covenant compliance statements of the applicable Obligors received by the Borrower or the Collateral
Manager with respect thereto, in the form of Exhibit A-6, prepared by or on behalf of the Borrower.


 


“Payment
Duties”: The meaning specified in Section 7.2(b)(iv).


 


“Pension
Plan”: The meaning specified in Section 4.1(w).


 


“Permitted
BDC” means each of FS KKR Capital Corp. (f/k/a FS Investment Corporation), FS Investment Corporation II, FS Investment
Corporation III and Corporate Capital Trust II.


 


“Permitted
EBITDA”: With respect to any Loan, EBITDA multiplied by the Agent EBITDA Percentage.


 


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“Permitted
Investments”: 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 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, mature by their terms on or prior to the Business Day preceding the next Payment Date
unless such Permitted Investments are issued by the Collateral Custodian in its capacity as a banking institution, in which event
such Permitted Investments may mature on such Payment Date, (iii) are in the form of and are treated as indebtedness of the
related Obligor for U.S. federal income tax purposes and are not a United States real property interest as defined under section 897
of the Code, (iv) are not subject to any withholding tax unless the Obligor thereon is required under the terms of the related
Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax
basis, and (v) 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 each Rating Agency in the Highest Required Investment Category granted by such Rating Agency;


 


(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 Rating Agency;


 


(d)            demand deposits, time deposits or certificates of deposit that are fully insured by the FDIC 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 at least two
Rating Agencies and from each Rating Agency that rates such investments;


 


(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 Rating Agency; or


 


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


 


The
Collateral Custodian or the Administrative Agent may, pursuant to the direction of the Collateral Manager 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 Custodian or any of its affiliates provides services
and receives reasonable compensation.


 


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


 


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


 


“PIK
Interest”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it
accrues, provided, that the interest of any Loan that is paid with the proceeds of a permitted drawing on a Revolving Loan
shall not constitute PIK Interest.


 


“PIK
Loan”: A loan that by its terms permits the deferral or capitalization of payment of accrued and unpaid interest.


 


“Platform”:
Any electronic system, including Intralinks®, ClearPar® and any other internet or extranet-based
site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any of their respective Related
Parties or any other Person, providing for access to data protected by passcodes or other security system.


 


“Pledge
Agreement”: The Pledge Agreement, dated as of the Effective Date, made by the Transferor in favor of the Administrative
Agent, for the benefit of itself and the Lenders, pledging all of the equity interests of Borrower, as amended, modified, waived,
supplemented, restated or replaced from time to time.


 


“Prime
Rate”: The rate announced by Ally Bank from time to time as its prime rate in the United States, such rate to change
as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Ally Bank
or any other specified financial institution in connection with extensions of credit to debtors.


 


“Principal
Collection Account”: Collectively, (i) a Securities Account created and maintained on the books and records of the Collateral
Custodian (or any other party acceptable to Administrative Agent in its sole discretion) entitled “USD Principal Collection
Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured
Parties and (ii) a Securities Account created and maintained on the books and records of the Collateral Custodian (or any other
party acceptable to Administrative Agent in its sole discretion) entitled “Canadian Dollar Principal Collection Account”
in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.


 


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“Principal
Collections”: All amounts received by the Borrower or the Collateral Custodian that are not Interest Collections or
Excluded Amounts to the extent received in cash by or on behalf of the Borrower or the Collateral Custodian.


 


“Principal
Finance Loan”: Any Loan, (i) the repayment of which is primarily dependent upon cash flows generated from the creation,
or the liquidation, of an underlying asset or pool of assets or other investments, (ii) the Collateral Manager and the Administrative
Agent reasonably agree that the designation of such Loan as Principal Finance Loan is appropriate, including that such Loan is
not a Structured Finance Obligation, and (iii) and would satisfy the definition of First Lien Loan, First Lien Last Out Loan or
Second Lien Loan (in each case, but for the exclusion of Principal Finance Loans from such definition); provided that,
notwithstanding anything to the contrary in this Agreement, traditional asset-based or cash flow loans made directly or indirectly
to an operating company, including, without limitation, loans with a borrowing base consisting of receivables and/or inventory,
shall not be deemed to be Principal Finance Loans.


 


“Pro
Rata Share”: With respect to a Lender, the percentage obtained by dividing the Commitment of such Lender (as determined
pursuant to the definition of Commitment) by the aggregate Commitments of all the Lenders (as determined pursuant to the definition
of Commitment).


 


“Proceeds”:
With respect to any Collateral, all property that is receivable or received when such Collateral 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 to such Collateral, net of all out-of-pocket expenses incurred in connection
with any such collection, sale, liquidation, foreclosure, exchange or disposal.


 


“Property”:
Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including Capital Stock.


 


“Public
Lenders”: The meaning specified in Section 12.2(d).


 


“Purchase
Price”: With respect to any Loan, an amount (expressed as a percentage of par) equal to (i) the purchase price (or,
if different principal amounts of such Loan were purchased at different purchase prices, the weighted average of such purchase
prices) paid by the Transferor or the Borrower (as applicable) for such Loan (exclusive of any interest, PIK Interest and original
issue discount) divided by (ii) the principal balance of the portion of such Loan purchased by the Borrower outstanding as of
the date of such purchase (exclusive of any interest, PIK Interest and original issue discount); provided that the Purchase
Price of any Loan determined to be equal to or greater than ninety-five percent (95.0%) in accordance with the foregoing calculation
shall be deemed to be one hundred percent (100%).


 


“Qualified
Institution”: A depository institution or trust company organized under the laws of the United States of America or
any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either
(1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s
or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1”
or better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of
“A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating
or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or
(c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC.


 


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“Rating
Agencies”: Each of S&P, Fitch and Moody’s.


 


“Rating
Criteria”: Criteria satisfied as of any date with respect to any Lender if the short-term debt, deposit or similar obligations
of such Lender are rated at least “P-3” by Moody’s (or an equivalent rating by a rating agency rating such short-term
debt, deposit or similar obligations of such Person) or, if no such rating has been issued by Moody’s (or such other applicable
rating agency), the long-term debt of such Person is rated at least “A3” by Moody’s (or an equivalent rating
by a rating agency rating such long term debt obligations of such Person). If any Lender at any time fails to satisfy the Rating
Criteria, such Person shall promptly (but in any event within two (2) Business Days of such Person receiving notice or otherwise
becoming aware of such failure) notify the Borrower, the Collateral Manager and the Administrative Agent thereof.


 


“Register”:
The meaning specified in Section 12.16(b).


 


“Registered”:
With respect to any registration-required obligation within the meaning of Section 163(f)(2) of the Code, a debt obligation
that is in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations.


 


“Regulation
U”: Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. §221, or any successor regulation.


 


“Reinvestment”:
The meaning specified in Section 2.14(a)(i).


 


“Reinvestment
Notice”: Each notice required to be delivered by the Borrower in respect of any Reinvestment of Principal Collections
pursuant to Section 3.2(b) in the form of Exhibit A-3.


 


“Related
Parties”: With respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person’s Affiliates.


 


“Release
Date”: The meaning specified in Section 2.14(d).


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


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“Relevant
Test Period”: With respect to any Loan, the relevant test period for the calculation of Net Senior Leverage Ratio or
Cash Interest Coverage Ratio, as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such
period is provided for therein, (i) for Obligors delivering monthly financing statements, each period of the last twelve
(12) consecutive reported calendar months, and (ii) for Obligors delivering quarterly financing statements, each period of
the last four consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that with respect to
any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if an Obligor is a newly-formed
entity as to which twelve (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 most recently ended month or fiscal quarter (as the case
may be), with applicable amounts in such period annualized for purposes of such calculations, and shall subsequently include each
period of the last twelve (12) consecutive reported calendar months or four (4) consecutive reported fiscal quarters (as the case
may be) of such Obligor.


 


“Repayment
Notice”: Each notice required to be delivered by the Borrower in respect of any repayment of Advances Outstanding, in
the form of Exhibit A-2.


 


“Reportable
Event”: A reportable event within the meaning of Section 4043 of ERISA, other than those events as to which the 30-day
notice period referred to in Section 4043(c) of ERISA has been waived.


 


“Reporting
Date”: The 20th day of each calendar month or, if such day is not a Business Day, the next succeeding Business
Day, with the first Reporting Date occurring on December 20, 2019, unless a Payment Date Report is required to be delivered that
month.


 


“Required
Funding Amount”: If (i) (A) no Event of Default has occurred and is continuing, and (B) the Revolving Period
End Date has not occurred, in each case as of the date of determination and after giving effect to any withdrawal from the Unfunded
Exposure Account on such date of determination, the Unfunded Exposure Equity Amount, and (ii) (A) an Event of Default has occurred
and continuing, or (B) the Revolving Period End Date has occurred, in either case as of the date of determination and after
giving effect to any withdrawal from the Unfunded Exposure Account on such date of determination, the Unfunded Exposure Amount.


 


“Required
Lenders”: (a) The Administrative Agent and (b) the Lenders representing an aggregate of more than 50.00% of (i) prior
to the earlier to occur of the Revolving Period End Date or the Termination Date, the aggregate Commitments of the Lenders then
in effect and (ii) thereafter, the Advances Outstanding; provided; that (A) if two (2) or more Lenders each represent 20.00%
or more of (i) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the aggregate Commitments
of the Lenders then in effect and (ii) thereafter, the Advances Outstanding, then “Required Lenders” shall also include
at least two (2) such Lenders, and (B) the Commitment of, and the portion of any Advances Outstanding, as applicable, held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. For purposes
of determining the number of Lenders pursuant to this definition, groups of Lenders that are Affiliates shall be treated as one
(1) Lender.


 


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“Required
Loan Documents”: For each Loan, originals or where indicated, copies (including electronic copies) of the following
documents or instruments, all as specified on the related Loan Checklist:


 


(a)               
(i) other than in the case of a Noteless Loan or an Effective Date Participation Interest, (x) the original or, if accompanied
by an original “lost note” affidavit and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower
(that may be in the form of an allonge or note power attached thereto) either in blank or to the Administrative Agent as required
under the related Underlying Instruments (and evidencing an unbroken chain of endorsements from each prior holder thereof evidenced
in the chain of endorsements either in blank or to the Administrative Agent), with any endorsement to the Administrative Agent
to be in the following form: “Ally Bank, as Administrative Agent for the Secured Parties” and an undated transfer
or assignment document or instrument relating to such Loan, signed by the Borrower, as assignor, and the administrative agent
(only in the event such administrative agent is an Affiliate of the Borrower) but not dated and not specifying an assignee, and
delivered to the Collateral Custodian, and (y) a copy of each transfer document or instrument relating to such Loan (including,
until the settlement date specified therein, a commercially standard loan trade ticket that obligates the Borrower to settle the
purchase of such Loan on a specific date) evidencing the assignment of such Loan to the Borrower and an undated transfer or assignment
document or instrument relating to such Loan, signed by the Borrower, as assignor, and the administrative agent (only in the event
such administrative agent is an Affiliate of the Borrower) but not dated and not specifying an assignee, and delivered to the
Collateral Custodian, (ii) in the case of a Noteless Loan (other than an Effective Date Participation Interest) a copy of each
transfer document or instrument relating to such Noteless Loan evidencing the assignment of such Noteless Loan to the Borrower
and an undated transfer or assignment document or instrument relating to such Noteless Loan, signed by the Borrower, as assignor,
and the administrative agent (only in the event such administrative agent is an Affiliate of the Borrower) but not dated and not
specifying an assignee, and delivered to the Collateral Custodian, or (iii) for each Effective Date Participation Interest, a
fully executed master participation agreement, in form and substance reasonably satisfactory to the Administrative Agent, which
duly effects and evidences each such Participation Interest and evidence of payment or waiver of any fees associated with assigning
any such Loan;


 


(b)              
originals or copies (including electronic copies) of each of the following (i) to the extent applicable to the related Loan; any
related loan agreement, credit agreement, security agreement (if separate from any Mortgage), subordination agreement and intercreditor
agreement or similar instruments, and (ii) to the extent applicable to the related Loan and only to the extent such document is
in the possession of the Borrower, any note purchase agreement, sale and servicing or collateral management agreement, Mortgage,
acquisition agreement, guarantee, Insurance Policy, assumption or substitution agreement or similar material operative document,
in each case together with any amendment or modification thereto, as set forth on the Loan Checklist;


 


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(c)               
if any Loan is secured by a Mortgage and such document is in Borrower’s possession, in each case as set forth in the Loan
Checklist:


  


(i)               
other than with respect to an Agented Note, either (i) the original Mortgage, the original assignment of leases and rents,
if any, and the originals of all intervening assignments, if any, of the Mortgage and assignments of leases and rents with evidence
of recording thereon, (ii) copies (including electronic copies) thereof certified by closing counsel or by a title company
or escrow company to be true and complete copies thereof where the originals have been transmitted for recording until such time
as the originals are returned by the public recording office; provided that, solely for purposes of the Review Criteria,
the Collateral Custodian shall have no duty to ascertain whether any certification set forth in this subsection (c)(i) has
been received, or (iii) copies certified by the public recording offices (including electronic copies) 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


 


(ii)              
other than with respect to any Agented Note, to the extent the Borrower is the sole lender under the Underlying Instruments, an
Assignment of Mortgage and/or any other material recorded security documents (including any assignment of leases and rents) in
recordable form, executed by the Borrower or the prior holder of record, in blank or to the Administrative Agent (and evidencing
an unbroken chain of assignments from the prior holder of record to the Administrative Agent), with any assignment to the Administrative
Agent to be in the following form: “Ally Bank, as Administrative Agent for the Secured Parties”;


 


(d)              
with respect to any Loan originated by the Transferor and with respect to which the Transferor or an Affiliate thereof acts as
administrative agent (or in a comparable capacity), either (i) copies of the UCC-1 financing statements, if any, and any
related continuation statements, each showing the Obligor as debtor and the Transferor or the relevant agent thereunder as secured
party and each with evidence of filing thereon, or (ii) copies (including electronic copies) of any such financing statements
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 Checklist.


 


“Required
Reports”: Collectively, the Borrowing Base Certificate, the Payment Date Report, financial statements of each Obligor,
Borrower, Transferor and Collateral Manager required to be delivered under the Transaction Documents (including pursuant to Section
5.1(s) and 6.8(c) hereof), the annual statements as to compliance and the annual independent public accountant’s
report.


 


“Responsible
Officer”: With respect to any Person, any duly authorized officer 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
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


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“Restricted
Payment”: (i) Any dividend or other distribution, direct or indirect, on account of any class of equity interests
of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of equity interests or
in any junior class of equity interests of the Borrower; (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any class of equity interests of the Borrower now or hereafter
outstanding; and (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire equity interests of the Borrower now or hereafter outstanding.


  


“Review
Criteria”: The meaning specified in Section 7.2(b)(i).


 


“Revolving
Loan”: Any Loan (other than a Delayed Draw Loan) that is a senior secured obligation (including funded and unfunded
portions of revolving credit lines, unfunded commitments under specific facilities, letter of credit facilities and other similar
loans and investments) that under the Underlying Instruments relating thereto may require one or more future advances to be made
to the Obligor by the Borrower and which provides that such borrowed money may be repaid and reborrowed from time to time; provided
that any such Loan will be a Revolving Loan only until all commitments by the Borrower to make advances to the Obligor thereof
expire, or are terminated, or are irrevocably reduced to zero.


 


“Revolving
Period”: The period commencing on the Effective Date and ending on the day preceding the earlier to occur of the Revolving
Period End Date or the Termination Date.


 


“Revolving
Period End Date”: The earliest to occur of (a) the Scheduled Revolving Period End Date or (b) the date of the declaration
of the Revolving Period End Date pursuant to Section 9.2(a).


 


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


 


“S&P
Industry Classification”: The industry classifications set forth in Schedule V hereto, as such industry classifications
shall be updated with the consent of the Borrower and the Administrative Agent if S&P publishes revised industry classifications.


 


“Sale
Agreement”: The Sale and Contribution Agreement, dated as of November 22, 2019, between the Transferor and the Borrower,
as amended, modified, waived, supplemented, restated or replaced from time to time.


 


“Sale
Proceeds”: With respect to any Loan, all proceeds received as a result of the sale of such Loan, net of all out-of-pocket
expenses of the Borrower, the Collateral Manager and the Collateral Custodian incurred in connection with any such sale.


 


“Scheduled
Payment”: Each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan,
as adjusted pursuant to the terms of the related Underlying Instruments, if applicable.


 


“Scheduled
Revolving Period End Date”:  November 22, 2022.


 


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“Second
Lien Loan”: Any Eligible Loan (other than a Principal Finance Loan) (i) that does not satisfy all of the requirements
set forth in the definition of “First Lien Loan” or “First Lien Last Out Loan”, (ii) that is secured by
a pledge of collateral, which security interest is validly perfected and second priority under Applicable Law (subject to liens
permitted under the applicable credit agreement that are reasonable and customary for similar loans, and liens accorded priority
by law in favor of the United States or any State or agency provided such liens do not directly secure indebtedness for borrowed
money) (except as otherwise provided in this definition), (iii) for which the Collateral Manager determines in good faith that
the value or the enterprise value of the related Obligor (as determined by Collateral Manager in accordance with a methodology
acceptable to Administrative Agent) of the collateral securing the Loan on the date such Loan is first included as part of the
Collateral or on the date that any Value Adjustment Event occurs 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,
(iv) that is not (and cannot by its terms become) subordinate in right of payment to any obligation for borrowed money of the
Obligor (excluding customary terms applicable to a second lien lender under customary intercreditor provisions, including such
as after an event of default in connection with a first priority lien or with respect to the liquidation of the Obligor or certain
specified collateral for such Loan), and (v) that is not secured solely or primarily by the Capital Stock of its Obligor or any
of such Obligor’s Affiliates.


 


“Section
2.13 Certificate”: The meaning specified in Section 2.13(e).


 


“Secured
Party”: (i) Each Lender, (ii) the Administrative Agent, (iii) the Collateral Custodian, (iv) the Securities
Intermediary and (v) the Collateral Administrator.


 


“Securities
Account”: The meaning specified in Section 8-501(a) of the UCC.


 


“Securities
Act”: The U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities
Intermediary”: (i) A Clearing Corporation; or (ii) a Person, including a bank or broker, that in the ordinary
course of its business maintains Securities Accounts for others and is acting in that capacity. The initial Securities Intermediary
under the Account Control Agreement shall be the Collateral Custodian.


 


“Security
Certificate”: The meaning specified in Section 8-102(a)(16) of the UCC.


 


“Security
Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC.


 


“Senior
Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


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“Solvent”:
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 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
Member”: The meaning specified in Section 4.1(t)(xxvi).


 


“Structured
Finance Obligation”: Any obligation secured directly, by reference to, or representing ownership of, a pool or receivables
or other Financial Assets of any Obligor that is a single purpose bankruptcy remote special purpose entity established to finance
such Financial Assets, including collateralized debt obligations and mortgage-backed securities, including (but not limited to)
collateral debt obligations, collateral loan obligations, asset backed securities and commercial mortgage backed securities or
any resecuritization security.


 


“Subordinated
Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.


 


“Subsidiary”:
As to any 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.


 


“Substitution”:
The meaning specified in Section 2.14(b).


 


“Syndicate
Communications”: Collectively, any notice, demand, communication, information, document or other material provided by
or on behalf of any Obligor pursuant to any Transaction Document or the transactions contemplated therein which is distributed
to the Administrative Agent and each Lender by means of electronic communications pursuant to Article XII, including through the
Platform.


 


“Taxes”:
The meaning specified in Section 2.13(a).


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


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“Termination
Date”: The earliest of (a) the date is two (2) years after the Revolving Period End Date or (b) the date of
the declaration of the Termination Date or the date of the automatic occurrence of the Termination Date pursuant to Section 9.2(a).


 


“Third
Party Sale Agreement”: A sale agreement between the Borrower and a third party seller in form and substance reasonably
acceptable to Administrative Agent.


 


“Tier
1 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Net Senior Leverage Ratio of the applicable
Obligor with respect to such First Lien Loan is less than 4.75 to 1.00, and (b) with respect to First Lien Last Out Loans and
Second Lien Loans, Obligors for which the Net Total Obligor Leverage Ratio of the applicable Obligor with respect to such First
Lien Last Out Loan and Second Lien Loan is less than 5.75 to 1.00.


 


“Tier
2 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Net Senior Leverage Ratio of the applicable
Obligor with respect to such First Lien Loan is less than 5.75 to 1.00, and (b) with respect to First Lien Last Out Loans and
Second Lien Loans, Obligors for which the Net Total Obligor Leverage Ratio of the applicable Obligor with respect to such First
Lien Last Out Loan and Second Lien Loan is less than 6.75 to 1.00.


 


“Tier
3 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Net Senior Leverage Ratio of the applicable
Obligor with respect to such First Lien Loan is less than 6.75 to 1.00, and (b) with respect to First Lien Last Out Loans and
Second Lien Loans, Obligors for which the Net Total Obligor Leverage Ratio of the applicable Obligor with respect to such First
Lien Last Out Loan and Second Lien Loan is less than 7.75 to 1.00.


 


“Total
Interest Coverage Ratio”: With respect to Borrower, for the trailing twelve month period then ending, the ratio of (i)
Borrower Interest Collections during such period minus all Senior Collateral Manager Fees and Subordinated Collateral Manager
Fees payable by Borrower during such period to (ii) Borrower Interest Expense for such period.


 


“Transaction”:
The meaning specified in Section 3.2.


 


“Transaction
Documents”: This Agreement, the Sale Agreement, any Third Party Sale Agreement, the Account Control Agreement, the Pledge
Agreement, the Fee Letter, the Collateral Management Agreement, the Collateral Administration Agreement, each Note, any Joinder
Supplement, any Transferee Letter and the Collateral Custodian Fee Letter.


 


“Transferee
Letter”: The meaning specified in Section 12.16.


 


“Transferor”:
Initially, FS Investment Corporation IV, as seller of Loans to the Borrower; provided that if the Transferor enters into
any merger, consolidation or amalgamation with or into a Permitted BDC, the Permitted BDC or any other successor entity formed
by or surviving such merger, consolidation or amalgamation shall be the new Transferor so long as such successor entity assumes
the rights and obligations of the outgoing Transferor concurrently with the consummation of such merger, consolidation or amalgamation.


 


“UCC”:
The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.


 


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“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Uncertificated
Security”: The meaning specified in Section 8-102(a)(l8) of the UCC.


 


“Underlying
Assets”: With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment
of such Loan, including to the extent provided for in the relevant Underlying Instruments, 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.


 


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


 


“Unfunded
Exposure Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian
(or any other party acceptable to Administrative Agent in its sole discretion) entitled “Unfunded Exposure Account”
in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.


 


“Unfunded
Exposure Amount”: On any date of determination, with respect to any Loan, the aggregate amount (without duplication)
of all (i) the Dollar Equivalent of unfunded commitments (which shall include all unfunded revolver commitments and unfunded portions
of delayed draw term loans) and (ii) the Dollar Equivalent of all standby or contingent commitments associated with such Loan.


 


“Unfunded
Exposure Equity Amount”: On any date of determination, with respect to any Loan, an amount equal to the product of (i)
the Unfunded Exposure Amount with respect to such Loan and (ii) one (1) minus the Advance Rate applicable to such Loan
if such Loan is an Eligible Loan.


 


“Unfunded
Exposure Shortfall”: The meaning specified in Section 2.9(e)(iii).


 


“United
States” or “U.S.”: The United States of America.


 


“Unrestricted
Cash”: The meaning of “Unrestricted Cash” or any comparable definition in the Underlying Instruments for
each Loan, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Underlying
Instruments, 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 Underlying Instruments), as reflected on the most recent financial statements of the relevant Obligor that have been
delivered to the Borrower.


 


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“Unused
Facility Amount”: At any time, (a) the Facility Amount minus (b) the Advances Outstanding at such time.


 


“USA
Patriot Act”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56.


 


“U.S.
Tax Person”: A “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“Value
Adjustment Event”: With respect to any Loan, the occurrence of any one or more of the following events after the related
Funding Date:


 


(a)              
the failure to deliver (i) with respect to quarterly reports required to be delivered by the Obligor by the terms of the
Underlying Instruments, any financial statements (including unaudited financial statements) to the Administrative Agent by the
date that is no later than sixty (60) days after the end of each fiscal quarter, and (ii) with respect to annual reports
required to be delivered by the Obligor by the terms of the Underlying Instruments, any audited financial statements to the Administrative
Agent by the date that is no later than one hundred fifty (150) days after the end of any fiscal year;


 


(b)              
a default described in clause (d)(ii) of “Defaulted Loan” that has occurred and been continuing for less than
twelve (12) months; or


 


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


 


Notwithstanding
the foregoing, if the circumstances giving rise to a Value Adjustment Event are cured, as determined by the Administrative Agent
in its sole discretion, the Borrower may request that the Administrative Agent deem (which determination shall be made in Administrative
Agent’s reasonable judgment) that such Value Adjustment Event shall no longer be in effect for the subsequent Accrual Period
after such Value Adjustment Event has been cured.


 


“Warranty
Loan”: Any Loan (a) that fails to satisfy any criteria set forth in clauses (ii)(f), (ii)(r), (ii)(s),
(ii)(gg), or (ii)(nn) (but only for failure to satisfy clause (f) and (g) of the definition of “Eligible
Obligor”) of the definition of “Eligible Loan” as of any date (except with respect to any such criteria that
is explicitly stated to apply with respect solely to the date of acquisition of such Loan) or (b) with respect to which the Borrower
has failed to deliver the Required Loan Documents described in Section 3.2(i) within the time periods set forth therein.


 


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“Weighted
Average Advance Rate”: As of any date of determination with respect to all Eligible Loans included in the Borrowing
Base, the amount obtained by (x) summing the products obtained by multiplying:


  


	The
    Advance Rate at such time applicable to each such Eligible Loan	X	The
    sum of (i) the Dollar Equivalent of the aggregate Adjusted Borrowing Value of such Eligible Loan minus (ii) the Dollar
    Equivalent of an amount equal to the Excess Concentration Amount attributable to such Eligible Loan


  


and
dividing such sum by (y) the sum of (i) the Dollar Equivalent of the aggregate Adjusted Borrowing Value all Eligible Loan minus
(ii) the Dollar Equivalent of an amount equal to the Excess Concentration Amount as of such date; provided that if
the Borrowing Base contains fifteen (15) Eligible Loans or fewer, the Weighted Average Advance Rate shall not exceed 55.00%; provided,
further, that for the purpose of determining the number of Eligible Loans for the purpose of the foregoing proviso, all
Eligible Loans to a single Obligor shall be treated as one Eligible Loan.


 


“Withdrawal
Conditions”: The meaning specified in Section 2.9(e)(i).


 


“Withholding
Agent”: Any FS/KKR Party and the Administrative Agent, or the Collateral Custodian to the extent required by Applicable
Law.


 


“Zero
Coupon Obligation”: A debt obligation that does not bear interest for all or part of the period that it is outstanding
or that provides for periodic payments in cash less frequently than semi-annually or that pays interest only at its stated maturity.


 


Section
1.2           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 therein.


 


Section
1.3           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
1.4           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, if applicable, only if such successors and assigns
are permitted 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;


 


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


 


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


 


(h)              
reference to any delivery or transfer to the Collateral Custodian with respect to the Collateral in this Agreement means delivery
or transfer to the Collateral Custodian for the benefit of the Administrative Agent on behalf of the Secured Parties;


 


(i)                
for the purposes of calculating the Borrowing Base (including whether any Borrowing Base Deficiency exists), the Excess Concentration
Amount, the Minimum Credit Enhancement Amount (including whether the Minimum Credit Enhancement Amount Test is satisfied), and
for the purposes of any other calculation required hereunder, the effect of the acquisition or disposition of Loans and Permitted
Investments shall be calculated on a settlement date basis;


 


(j)                
all calculations performed by the Administrative Agent hereunder or under any Transaction Document shall be binding on the parties
hereto and shall be deemed to be accurate, absent manifest error;


 


(k)              
“including” means “including without limitation”;


 


(l)                
multiple Loans of the same type to a single Obligor shall be treated as a single Loan.


 


Section
1.5           Calculation of Borrowing Base. In connection with
amounts to be calculated for purposes of determining the Borrowing Base and generally preparing the Borrowing Base Certificate,
all amounts shall be expressed in Dollars.


 


ARTICLE
II



THE NOTES


 


Section
2.1           The Notes.


 


On
the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Effective Date, to each Lender requesting
a Note at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any
Joinder Supplement, to each additional Lender requesting a Note, at the address set forth in the applicable Joinder Supplement,
a duly executed promissory note in substantially the form of Exhibit B (each a “Note”), dated as
of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment as of the Effective Date
or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Note shall evidence obligations
in an amount equal, at any time, to the Advances Outstanding by such Lender under the applicable Note on such day.


 


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Section
2.2           Procedures for Advances by the Lenders.


 


(a)              
Subject to the limitations set forth in this Section 2.2, the Borrower may, during the Revolving Period, request the
Lenders to make advances of funds (each, a “Loan Advance”) under the Notes by delivering to the Administrative
Agent the information and documents set forth in this Section 2.2 at the applicable times provided herein. Upon receipt
of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.


 


(b)              
With respect to Advances, no later than 12:00 p.m. (New York City Time) one (1) Business Day (or such shorter period as permitted
by Administrative Agent in its sole discretion, but not later than 12:00 p.m. (New York City Time) on the date of the proposed
Funding Date) prior to the proposed Funding Date, the Borrower shall deliver:


 


(i)               
to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and


 


(ii)             
to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (including 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) which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances
Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to
fund any draw under a Revolving Loan or Delayed Draw Loan, such lesser amount as may be required to fund such draw), to be allocated
to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify
the Loan(s) to be financed on such Funding Date (including the appropriate Obligor, Outstanding Balance, Assigned Value and Purchase
Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan, the amount to be deposited in the Unfunded
Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.9(e), (d) include a calculation
showing that, on a pro-forma basis, Borrower is in compliance with the Minimum Credit Enhancement Amount Test, and (e) include
a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each
Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent after 12:00 p.m. (New York
City Time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent
at 9:00 a.m. (New York City Time) on the next Business Day.


 


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(c)               
On the proposed Funding Date, subject to the limitations set forth in this Section 2.2 and upon satisfaction of the
applicable conditions set forth in Article III:


 


(i)               
each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 p.m. (New York City Time),
an amount equal to such Lender’s Pro Rata Share, of the least of (A) the amount requested by the Borrower for such
Advance, (B) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the
proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding
to exceed the Availability;


 


(ii)              
upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire
transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.2;
and


 


(iii)             
notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the funding of the initial Advance
hereunder on the Effective Date (if any), the Lenders and the Administrative Agent may, at the option of the Borrower, net any
fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount
funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Advance funded by the
Administrative Agent to the Borrower pursuant to clause (ii).


 


(d)              
On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any Loan 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. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any
Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date.


 


(e)              
Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving
Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount,
the Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall
in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of
such shortfall (the “Exposure Amount Shortfall”). Following receipt of such request, the Lenders shall fund
such Exposure Amount Shortfall in accordance with Section 2.2(b), notwithstanding anything to the contrary herein (including
the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender
shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Availability.


 


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Section
2.3           Principal Repayments.


 


(a)               
The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding (i) the Borrower shall give prior
written notice of such repayment in the form of Exhibit A-2 to the Administrative Agent by at least (A) 12:00 p.m. (New
York City Time) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments
of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000
and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is
funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the
Borrower under Section 2.7(a)(17), Section 2.7(b)(5) or Section 2.8(11)). In connection with any such repayment
of Advances Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00
p.m. (New York City Time) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances
Outstanding together with all accrued Interest and any Breakage Costs, but only to the extent such accrued Interest and/or Breakage
Costs are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless
sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall
apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding,
to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid and to the payment of any Breakage Costs.
Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment
Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions
from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with
respect thereto.


  





(b)              
Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Termination Date or
on such later date as is agreed to in writing by the Borrower, the Administrative Agent and each of the Lenders.


 


Section
2.4           Determination of Interest.


 


The
Administrative Agent shall calculate and determine the Interest (including unpaid Interest related thereto, if any, due and payable
on a prior Payment Date and the LIBOR Rate) to be paid by the Borrower on each Payment Date for the related Accrual Period and
shall advise the Borrower and the Collateral Administrator thereof on the third Business Day prior to such Payment Date.


 


Section
2.5           Notations on Notes.


 


Each
Lender is hereby authorized to enter on a schedule attached to the Note with respect to such Lender, as applicable, a notation
(which may be computer generated) or to otherwise record in its internal books and records or computer system with respect to
each Advance under the Note made by the applicable Lender of (a) the date and principal amount thereof and (b) each
payment and repayment of principal thereof. Any such recordation shall, absent manifest error, constitute prima facie evidence
of the Advances Outstanding, as applicable, under each Note. The failure of any Lender to make any such notation on the schedule
attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance
with the terms set forth herein.


 


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Section
2.6           Reduction of Borrowing Base Deficiency.


 


Any
Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions which, after giving
effect thereto, cause the aggregate Advances Outstanding to not exceed Availability at such time:


 


(i)               
posting cash collateral in Dollars to the Principal Collection Account;


 


(ii)              
repaying Advances Outstanding in accordance with Section 2.3(a); and


 


(iii)              
posting additional Eligible Loans as Collateral.


 


Section
2.7            Settlement Procedures.


 


(a)               
Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Borrower
shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related
Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the
Interest Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report)
to the following Persons, the following amounts in the following order of priority:


 


(1)              
to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct
or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees
then due and owing by the Borrower (or its direct and indirect equity holders) 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
(1) during any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for
such year;


 


(2)              
first, to the Collateral Custodian, the Collateral Administrator and the Securities Intermediary, pro rata, in an amount
equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to
all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of
Collateral, not to exceed $75,000 in the aggregate during any calendar year;


 


(3)              
to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed
$75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination
costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;


 


(4)              
[reserved];


 


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(5)             
to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Manager Fees, and, second, to
pay all documented fees and expenses of the Collateral Manager (including reasonable attorney’s fees, costs and expenses),
in each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed
$75,000;


 


(6)             
to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction
Documents;


 


(7)             
to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid
Interest with respect to Advances made by such Lender, (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated
based on the unused Commitment of each Lender) and (c) any accrued and unpaid Breakage Costs;


 


(8)             
[reserved];


 


(9)             
if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances,
in an amount necessary to reduce the Borrowing Base Deficiency to zero;


 


(10)           
to the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2)
above;


 


(11)           
to Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs
and Taxes;


 


(12)          
to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative
Expenses of the Administrative Agent and the Lenders, as applicable;


 


(13)          
(a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded
Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded
Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded
Exposure Amount;


 


(14)           
to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the
Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other amounts then due and owing,
including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, indemnities,
but other than the principal of Advances Outstanding, then due under this Agreement;


 


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(15)           
to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees;


 


(16)           
during the Revolving Period, to be distributed at the discretion of the Collateral Manager (i) to the Principal Collection Account
to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement,
(ii) to repaying the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the
Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder;
and


 


(17)          
any remaining amounts shall be distributed to the Borrower or any nominee thereof, which amounts may be used by the Borrower to
make Restricted Payments or for any other purpose permitted hereunder.


 


(b)              
Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Borrower
shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report)
the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from
the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date
Report) to the following Persons, the following amounts in the following order of priority:


 


(1)             
to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in
Section 2.7(a), such amounts payable pursuant to clauses (1) through (14) thereof;


 


(2)             
during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Borrower (i) to be
used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or
(ii) to repaying the Advances Outstanding;


 


(3)             
to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in
Section 2.7(a), such amounts payable pursuant to clauses (15) through (16) thereof;


 


(4)             
after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the
Advances until paid in full; and


 


(5)             
any remaining amounts shall be distributed to the Borrower or any nominee thereof.


 


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Section
2.8           Alternate Settlement Procedures.


 


On
each Business Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration
of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 9.2(a), the Borrower
(or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed
given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to
the latest Payment Date Report or such other direction as may be timely given by Administrative Agent (and the Collateral Custodian
shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such
Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:


 


(1)             
to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and
owing by the Borrower (or its direct and indirect equity holders) 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 (1) during
any one year shall not, individually or in the aggregate, exceed 4.00% of the Borrower’s taxable income for such year, as
computed for purposes of the New York City unincorporated business tax;


 


(2)              
first, to the Collateral Custodian, the Collateral Administrator and the Securities Intermediary pro, rata, in an amount
equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to
all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of
Collateral, not to exceed $75,000 in the aggregate during any calendar year;


 


(3)             
to pay regular scheduled payments, any fees and reasonable and necessary expenses incurred under any hedge agreement, not to exceed
$75,000 in the aggregate per calendar year and, during the Revolving Period, to the payment of any hedge breakage or termination
costs owed by the Borrower not to exceed $75,000 in the aggregate per calendar year;


 


(4)             
to the Collateral Manager, first, to pay any accrued and unpaid Senior Collateral Manager Fees and, second, to pay
all documented fees and expenses of the Collateral Manager (including reasonable attorney’s fees, costs and expenses), in
each case in an aggregate amount with respect to such documented fees and expenses in any rolling 12-month period not to exceed
$75,000;


 


(5)             
to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction
Documents;


 


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(6)              
to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage
Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender), and (c) any accrued and unpaid Breakage
Costs;


 


(7)             
any accrued and unpaid Interest with respect to Advances made by such Lender;


 


(8)             
to the Administrative Agent to be distributed pro rata to the Lenders to repay the principal on the Advances Outstanding
of such Lenders;


 


(9)             
to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender, the Collateral Custodian, the
Securities Intermediary, the Collateral Administrator, the Indemnified Parties, or the Secured Parties, as applicable, all other
fees and amounts, including any unpaid Administrative Expenses, any amounts accrued and unpaid under the Fee Letter, Breakage
Costs, Increased Costs, Taxes, and indemnities, but other than the principal of Advances Outstanding, then due under this Agreement;


 


(10)           
to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and


 


(11)           
to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower or any nominee
thereof.


 


Section
2.9           Collections and Allocations.


 


(a)               
Collections. The Borrower shall promptly identify any Collections received as being on account of Interest Collections
or Principal Collections and shall transfer, or cause to be transferred, all Collections received directly by it to the appropriate
Account within two (2) Business Days (or, with respect to any Effective Date Participation Interest and in the case of any such
Collections received prior to the date that is sixty (60) days after the Effective Date, within ten (10) Business Days) after
such Collections are received in accordance with Section 5.1(f). Upon the transfer of Collections to the relevant Account,
the Borrower shall segregate Principal Collections and Interest Collections and transfer the same in accordance with Section
5.1(f). On each Reporting Date, the Collateral Manager (on behalf of the Borrower) shall further include a statement in the
Borrowing Base Certificate delivered pursuant to Section 5.1(t) as to the amount and type (whether Principal Collections,
Interest Collections or other Collections) of all Collections received since the prior Reporting Date, all Principal Collections
and Interest Collections on deposit as of such Reporting Date and a detailed aging of each Loan.


 


(b)              
Excluded Amounts. The Borrower may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts,
provided that the Borrower shall, concurrently with such withdrawal, deliver to the Administrative Agent and each Lender a report
setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent.


 


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(c)               
Initial Deposits. On the Funding Date with respect to any Loan, the Borrower will deposit into the Collection Account all
Collections, if any, received on or before such Funding Date in respect of Loans being transferred to and included as part of
the Collateral on such date.


 


(d)              
Investment of Funds. Until the occurrence of an Event of Default, to the extent there are uninvested amounts deposited
in the Collection Account, all such amounts shall be invested in Permitted Investments selected by the Borrower on each Payment
Date (or pursuant to standing instructions provided by the Borrower); provided that, from and after the occurrence of an
Event of Default, to the extent there are uninvested amounts in the Collection Account, all such amounts may be invested in Permitted
Investments selected by the Administrative Agent (which may be standing instructions). All earnings (net of losses and investment
expenses) thereon shall be retained or deposited into the applicable Collection Account and shall be applied on each Payment Date
pursuant to the provisions of Section 2.7 and Section 2.8 (as applicable).


 


(e)               
Unfunded Exposure Account.


 


(i)               
The Borrower shall not acquire any Delayed Draw Loan or Revolving Loan unless, in each case, immediately after giving effect to
such acquisition or issuance, the Borrower shall deposit an amount equal to the Required Funding Amount with respect to such Delayed
Draw Loan or Revolving Loan, as applicable, into the Unfunded Exposure Account. Subject to the satisfaction of the Withdrawal
Conditions, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (x) to fund any draw requests
of the relevant Obligors under any Revolving Loan or Delayed Draw Loan or (y) to make a deposit into the Principal Collections
Account. Any such withdrawal will be subject to the following conditions (the “Withdrawal Conditions”):


 


(1)             
after giving effect to any such withdrawal under clause (x) above, no Borrowing Base Deficiency exists; and


 


(2)             
after giving effect to any such withdrawal under clause (x) or (y) above, the aggregate amount on deposit in the Unfunded Exposure
Account is equal to or greater than the aggregate Required Funding Amount with respect to all Loans included in the Collateral.


 


(ii)              
Any draw request made by an Obligor under a Revolving Loan or Delayed Draw Loan, along with wiring instructions for the applicable
Obligor, shall be forwarded by the Borrower to the Collateral Custodian (with a copy to the Administrative Agent and the Collateral
Administrator) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure
Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such
draw request in accordance with such instructions from the Borrower.


 


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(iii)             
If the Borrower shall receive any Principal Collections from an Obligor with respect to a Revolving Loan and, as of the date of
such receipt (and after taking into account such repayment), the aggregate amount on deposit in the Unfunded Exposure Account
is less than the aggregate Required Funding Amount with respect to all Loans included in the Collateral (the amount of such shortfall,
in each case, the “Unfunded Exposure Shortfall”), the Collateral Custodian shall deposit into the Unfunded
Exposure Account an amount of such Principal Collections equal to the lesser of (a) the aggregate amount of such Principal Collections
and (b) the Unfunded Exposure Shortfall as directed by the Borrower (or Collateral Manager on its behalf).


 


Section
2.10        Payments, Computations, Etc.


 


(a)               
Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower to the Administrative Agent or
the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New
York City Time) on the day when due in lawful money of the United States in immediately available funds and any amount not received
before such time shall be deemed received on the next Business Day. The Borrower shall, to the extent permitted by law, pay to
the Secured Parties interest on all amounts not paid or deposited when due hereunder at the Interest Rate applicable during an
Event of Default, payable on demand; provided that such interest rate shall not at any time exceed the maximum rate permitted
by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other
fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate,
which shall be based on a year consisting of 365 or 366 days) for the actual number of days elapsed.


 


(b)              
Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest
or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy
the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and
shall accrue interest at the Interest Rate until repaid in full.


 


(c)               
If any Advance requested by the Borrower is not effectuated as a result of the Borrower’s actions or failure to fulfill
any condition under Section 3.2 applicable to the Borrower, as the case may be, on the date specified therefor, the
Borrower shall indemnify the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender,
including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by the applicable Lender to fund or maintain such Advance.


 


(d)              
If at any time after the Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance
with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding
between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments
at such time (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute
such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with
all subsequent extensions of credit under this Agreement to be made in accordance with the respective Pro Rata Shares, of the
Lenders from time to time party to this Agreement as provided herein.


 


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(e)               
In the event the Collateral Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any
instruction received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by
the Administrative Agent.


 


Section
2.11         Fees.


 


(a)               
The Collateral Custodian, Collateral Administrator and Securities Intermediary shall be entitled to receive the Collateral Custodian
Fee in accordance with Sections 2.7(a)(2), 2.7(b)(1) and 2.8(2), as applicable.


 


Section
2.12         Increased Costs; Capital Adequacy; Illegality.


 


(a)               
If either (i) the introduction of or any change (including any change by way of imposition or increase of reserve requirements)
in or in the interpretation of any Applicable Law or (ii) the compliance by an Indemnified Party with any guideline or request
from any central bank or other Governmental Authority (whether or not having the force of law), shall (a) subject an Indemnified
Party to any Tax or increased Tax of any kind whatsoever (other than (A) Non-Excluded Taxes that are covered under Section
2.13(a), (B) Excluded Taxes to the extent described in clauses (B), (C) or (D) of the definition of Non-Excluded Taxes, and
(C) Connection Income Taxes) with respect to this Agreement or change the basis of taxation of payments to the Lender in respect
thereof with respect to its interest in the Collateral, or any right or obligation to make Advances hereunder, or on any payment
made hereunder, (b) impose, modify or deem applicable any reserve requirement (including any reserve requirement imposed
by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination
of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended
by, any Indemnified Party or (c) impose any other condition affecting the ownership interest in the Collateral conveyed to
the Secured Parties hereunder or any Indemnified Party’s rights hereunder or under any other Transaction Document, the result
of which is to increase the cost to any Indemnified Party or to reduce the amount of any sum received or receivable by an Indemnified
Party under this Agreement or under any other Transaction Document, and in each case such Indemnified Party has made a similar
determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences
between such facilities, then on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied
by a statement setting forth the basis for such demand), and in any case the Borrower shall pay directly to such Indemnified Party
such additional amount or amounts as will compensate such Indemnified Party for such additional or increased cost incurred or
such reduction suffered.


 


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(b)              
If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive
or request or (ii) compliance by any Indemnified Party with any law, guideline, rule, regulation, directive or request from
any central bank or other Governmental Authority or agency (whether or not having the force of law), including compliance by an
Indemnified Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of
return on the capital of any Indemnified Party as a consequence of its obligations hereunder or arising in connection herewith
to a level below that which any such Indemnified Party could have achieved but for such introduction, change or compliance (taking
into consideration the policies of such Indemnified Party with respect to capital adequacy) by an amount deemed by such Indemnified
Party to be material, and in each case such Indemnified Party has made a similar determination with respect to other facilities
similarly situated other than for the reason of identifiable legal differences between such facilities, then from time to time,
on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth
the basis for such demand), the Borrower shall pay directly to such Indemnified Party such additional amount or amounts as will
compensate such Indemnified Party for such reduction; provided that notwithstanding anything in this Section 2.12(b)
to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change
in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any
amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting
Standards Board or any other change in accounting standards, including GAAP, or the issuance of any other pronouncement, release
or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Transferor, the
Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose
any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such
Indemnified Party may base a claim for reimbursement under this Section 2.12.


 


(c)               
If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12,
any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement
or other similar support to such Indemnified Party in connection with this Agreement or the funding or maintenance of Advances
hereunder (under other facilities similarly situated other than for the reason of identifiable legal differences between such
facilities), then within twenty-two (22) days after demand by such Indemnified Party, the Borrower shall pay to such Indemnified
Party such additional amount or amounts as may be necessary to reimburse such Indemnified Party for any amounts payable or paid
by it.


 


(d)              
In determining any amount provided for in this Section 2.12, the Indemnified Party may use any reasonable averaging
and attribution methods. Any Indemnified Party making a claim under this Section 2.12 shall submit to the Borrower
a written description as to such additional or increased cost or reduction and the calculation thereof, which written description
shall be conclusive absent manifest error.


 


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(e)               
If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event”
with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the
affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding
in respect of which Interest accrues at the Base Rate.


 


(f)               
Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.12 shall not
constitute a waiver of such Indemnified Party’s right to demand or receive such compensation. Notwithstanding anything to
the contrary in this Section 2.12, the Borrower shall not be required to compensate an Indemnified Party pursuant
to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Indemnified Party
notifies the Borrower of such Indemnified Party’s intention to claim compensation therefor; provided that, if the
circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include
the period of such retroactive effect.


 


(g)              
Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid
the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13;
provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be
disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12
which relates to any other entities to which any Lender provides financing.


 


Section
2.13         Taxes.


 


(a)               
Any and all payments by or on behalf of the Borrower under or in respect of this Agreement or any other Transaction Documents
to which the Borrower is a party shall be made free and clear of, and without deduction or withholding for or on account of, any
and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties,
interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed
by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law.
If any Withholding Agent shall be required under any applicable requirement of law to deduct or withhold any Taxes from or in
respect of any sum payable under or in respect of this Agreement or any of the other Transaction Documents to any Secured Party
(including for purposes of Section 2.12 and this Section 2.13, any assignee, successor, or participant), (i) then
the applicable Withholding Agent shall make all such deductions and withholdings in respect of Taxes, (ii) such Withholding Agent
shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority
in accordance with any requirement of law, and (iii) to the extent such Taxes are Non-Excluded Taxes, the sum payable by Borrower
shall be increased as may be necessary so that after such Withholding Agent has made all required deductions and withholdings
of Non-Excluded Taxes (including deductions and withholdings of Non-Excluded Taxes applicable to additional amounts payable under
this Section 2.13(a)) such Secured Party receives on the date on which the related payment is due an amount equal to the
sum it would have received had no such deductions or withholdings been made. For purposes of this Agreement “Non-Excluded
Taxes” are Taxes other than (A) Taxes that are imposed as a result of a present or former connection between such Secured
Party and the jurisdiction imposing such Taxes or any political subdivision thereof, unless such Taxes are imposed solely as a
result of such Secured Party having executed, delivered or performed its obligations or received payments under, or enforced,
this Agreement or any of the other Transaction Documents (“Other Connection Taxes”), including Other Connection
Taxes that are imposed on a Secured Party’s net income (and franchise taxes imposed in lieu thereof and branch profits taxes)
by the jurisdiction under the laws of which such Secured Party is organized (or, in the case of any Lender, where its applicable
lending office located in) (“Connection Income Taxes”) , (B) Taxes imposed under FATCA, (C) any U.S. federal
withholding tax that is imposed on amounts payable to such person at the time such person becomes a party hereto (or designates
a new lending office), except to the extent that such person (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax
pursuant to this Section 2.13(a) or (D) Taxes attributable to such person’s failure or inability to comply with Section
2.13(e).


 


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(b)              
In addition, Borrower hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added
taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other
Transaction Document or from the execution, delivery or registration of, any performance under, from the receipt or perfection
of a security interest under, or otherwise with respect to, this Agreement or any other Transaction Document other than in connection
with an assignment, transfer or sale of a Participation Interest (collectively, “Other Taxes”).


 


(c)               
Borrower hereby agrees to indemnify each Secured Party for, and to hold it harmless against, the full amount of Non-Excluded Taxes
and Other Taxes, and the full amount of Non-Excluded Taxes of any kind imposed by any jurisdiction on amounts payable under this
Section 2.13(c) imposed on or paid by such Secured Party and any liability (including penalties, additions to Non-Excluded
Taxes, interest and reasonable expenses) arising therefrom or with respect thereto. The indemnity by Borrower provided for in
this Section 2.13(c) shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification
hereunder is sought have been correctly or legally asserted. Amounts payable by the Borrower under the indemnity set forth in
this Section 2.13(c) shall be paid within ten (10) days from the date on which the applicable Secured Party makes
written demand therefor; provided, that the Borrower shall not be obligated to make a payment pursuant to this Section
2.13(c) in respect of penalties, additions to Tax, interest and expenses attributable to any Taxes or Other Taxes, if (i)
such penalties, additions to Tax, interest and reasonable expenses are attributable to the failure of the Secured Party to pay
to the relevant Governmental Authority amounts received by it from the Borrower in respect of Non-Excluded Taxes and Other Taxes
within thirty (30) calendar days after receipt of such amount from the Borrower or (ii) such penalties, additions to Tax, interest
and reasonable expenses are attributable to the gross negligence or willful misconduct of the Secured Party.


 


(d)              
Within thirty (30) days after the date of any payment of Taxes, Borrower (or any Person making such payment on behalf of Borrower)
shall furnish to the applicable Secured Party for its own account a certified copy of the original official receipt evidencing
payment thereof or other evidence of such payment reasonably satisfactory to the applicable Secured Party.


 


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(e)               
Each Secured Party (including any assignee, successor or participant) shall deliver or cause to be delivered to Borrower whichever
of the following is applicable:


 


(i)               
in the case of a Secured Party that is not a U.S. Tax Person, a complete and executed (x) IRS Form W-8BEN or W-8BEN-E in
which such Secured Party claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding
(or any successor forms thereto), including all appropriate attachments or (y) IRS Form W-8ECI (or any successor forms thereto)
or (z) a complete and executed IRS Form W-8BEN or W-8BEN-E (or any successor forms thereto) and a certificate substantially in
the form of Exhibit I (a “Section 2.13 Certificate”); or


 


(ii)               
in the case of a Secured Party that is a U.S. Tax Person, a complete and executed IRS Form W-9 (or any successor forms thereto);
or


 


(iii)              
in the case of a Secured Party that (A) is not the beneficial owner, and (B) is not a U.S. Tax Person, (x)(i) a
complete and executed IRS Form W-8IMY (or any successor forms thereto) (including all required documents and attachments) and
(ii) a Section 2.13 Certificate, and (y) without duplication, the documents that would be provided by each such
beneficial owner pursuant to this Section 2.13(e) if such beneficial owner were a Secured Party, provided,
however, that no such documents will be required with respect to a beneficial owner to the extent the actual Secured Party
is determined to be in compliance with the requirements for certification on behalf of its beneficial owner as may be provided
in applicable U.S. Treasury regulations, or the requirements of this clause (iii) are otherwise determined to be unnecessary,
all such determinations under this clause (iii) to be made in the sole discretion of Borrower, provided, however,
that the Secured Party shall be provided an opportunity to establish such compliance as reasonable.


 


Each
Secured Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so.
If the Secured Party provides a form pursuant to clauses (i) through (iii) above and the form provided by the
Secured Party at the time such Secured Party first becomes a party to this Agreement or, with respect to a grant of a participation,
the effective date thereof, indicates a United States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be treated as Taxes other than “Non-Excluded Taxes” (“Excluded Taxes”) and shall not
qualify as Non-Excluded Taxes unless and until such Secured Party provides the appropriate form certifying that a lesser rate
applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such
form.


 


(f)               
[Reserved].


 


(g)              
Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.13 shall survive the termination of this Agreement and the other Transaction Documents.
Nothing contained in Section 2.12 or this Section 2.13 shall require any Secured Party to make available
any of its tax returns or any other information that it deems to be confidential or proprietary.


 


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(h)              
If a payment made to a Lender under or in respect of this Agreement or any other Transaction Documents would be subject to U.S.
Federal withholding tax imposed pursuant to FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall provide
to the Administrative Agent and the Borrower, at the time or times prescribed by law and as reasonably requested by the Administrative
Agent or the Borrower, 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 Administrative Agent or the Borrower as may be necessary
for the Administrative Agent or the Borrower to comply with their obligations under FATCA and to determine whether such Lender
has complied with such Lender’s obligations under FATCA and the amount, if any, to deduct and withhold from such payment.
Thereafter, each such Lender shall provide additional documentation (i) to the extent documentation previously provided has
become inaccurate or invalid or has otherwise ceased to be effective or (ii) as reasonably requested by the Administrative Agent
or the Borrower. Solely for purposes of this paragraph (h), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.


 


(i)                
If any Secured Party determines, in its good faith judgment, that it has received or realized a refund (including electing to
apply an amount that would otherwise have been refunded as a credit against other liability for Taxes) of any Taxes or Other Taxes
as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant
to this Section 2.13 or any reduction of its Tax liabilities or otherwise recovered any amount that is attributable to
any deduction or withholding or payment of Taxes with respect to which the Borrower has paid any additional amounts pursuant to
this Section 2.13, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.13 with respect to the Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses of such Secured Party, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower,
upon the request of such Secured Party, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to such Secured Party in the event such Secured Party is required
to repay such refund to such Governmental Authority. This paragraph shall not be construed to require such Secured Party to make
available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other
Person.


 


Section
2.14         Reinvestment; Discretionary Sales, Substitutions and Repurchases of Loans.


 


(a)               
Reinvestment. On the terms and conditions hereinafter set forth as certified in writing to the Administrative Agent, Collateral
Administrator and the Collateral Custodian, on any date prior to the Termination Date, and without limiting the provisions of
Section 2.7(a) on each Payment Date, the Borrower may withdraw funds on deposit in the Principal Collection Account for
the following purposes:


 


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(i)               
to reinvest such funds in Loans to be pledged hereunder (a “Reinvestment”), so long as (1) all applicable conditions
precedent set forth in Section 3.2 have been satisfied, (2) each Loan acquired by the Borrower in connection with such
reinvestment shall be an Eligible Loan, (3) no Event of Default has occurred and is continuing and, immediately after giving effect
to such Reinvestment, no Default or Event of Default shall have occurred, and (4) immediately after giving effect to such Reinvestment,
there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in
Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Reinvestment,
the Borrower may effect a Reinvestment so long as, immediately after giving effect to such Reinvestment and any other sale or
transfer or other action taken in accordance with Section 2.6 substantially contemporaneous therewith, (x) the Borrowing
Base Deficiency is reduced to zero ($0) or (y) such Reinvestment is otherwise approved by the Administrative Agent in its sole
discretion and the Assigned Value of any Loan acquired in connection with such Reinvestment shall be set by the Administrative
Agent in its sole discretion; or


 








(ii)               
to make payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section
2.3.


 


Upon
the satisfaction of the applicable conditions set forth in Section 2.14(a) (as certified by the Borrower to the Administrative
Agent, Collateral Administrator and the Collateral Custodian), the Collateral Custodian will release funds from the Principal
Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the
amount on deposit in the Principal Collection Account on such day.


 


(b)              
Substitutions. The Borrower may, subject to clauses (e) and (f) below, replace any Loan with another Loan (each such
sale and reinvestment, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing
and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute
Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent
set forth in Section 3.2 have been satisfied with respect to each Loan to be acquired by the Borrower in connection with
such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency;
provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base
Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution
so long as, immediately after giving effect to such Substitution and any other sale or transfer or other action taken in accordance
with Section 2.6 substantially contemporaneous therewith, (x) the Borrowing Base Deficiency is reduced to zero ($0) or
(y) such Substitution is otherwise approved by the Administrative Agent in its sole discretion and the Assigned Value of any Loan
acquired in connection with such Substitution shall be set by the Administrative Agent in its sole discretion.


 


(c)               
Discretionary Sales. During the Revolving Period, upon notice by the Borrower, unless waived by Administrative Agent, (with
a copy to the Collateral Custodian and the Collateral Administrator), the Borrower shall be permitted, subject to clauses (e)
and (f) below, to sell Loans (or portions thereof, each, a “Discretionary Sale”) so long as (i) no Event
of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Default or Event
of Default shall have occurred, (ii) notwithstanding anything set forth below in Section 2.14 ̧ immediately after
giving effect to such Discretionary Sale, (A) there shall not exist a Borrowing Base Deficiency (or immediately after giving effect
to such Discretionary Sale and any other sale or transfer or other action taken in accordance with Section 2.6 substantially
contemporaneous therewith, (x) the Borrowing Base Deficiency is reduced to zero ($0), (y) such Discretionary Sale is on terms
and conditions that are reasonable and that would be available on an arms-length basis with third parties, or (z) such Discretionary
Sale is otherwise approved by the Administrative Agent in its sole discretion), and (B) the Advances Outstanding as of such date
shall not exceed the Availability, and (iii) the net cash price received pursuant to the sale of such Loan is greater than such
Loan’s Adjusted Borrowing Value.


 


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(d)              
Repurchase or Substitution of Warranty Loans. Not later than five (5) Business Days following the earlier of (i) knowledge
by the Borrower or the Collateral Manager that any Loan constitutes a Warranty Loan or (ii) receipt by the Borrower from
the Administrative Agent of written notice thereof, the Borrower shall either:


 


(i)               
make a deposit to the Collection Account in immediately available funds in an amount equal to (A) the outstanding principal
balance of the related Loan as of the date of the repurchase, multiplied by (B) the Purchase Price, plus, only with respect to
the repurchase of Warranty Loans, any expenses or fees with respect to such Loan; provided that the Administrative Agent
shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or


 


(ii)               
substitute for such Warranty Loan a substitute Eligible Loan, provided that all requirements with respect to Substitutions
set forth in this Section 2.14 are satisfied.


 


Upon
receipt of written certification from the Borrower certifying to the confirmation of the deposit of the amounts set forth in Section 2.14(d)(i)
into the Collection Account or the delivery by the Borrower of a substitute Eligible Loan for each Warranty Loan (the date
of such confirmation or delivery, the “Release Date”), such Warranty Loan and related Underlying Assets shall
be removed from the Collateral and, as applicable, the substitute Eligible Loan and related Underlying Assets shall be included
in the Collateral. On the Release Date of each Warranty Loan, the Collateral Custodian, 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,
all the right, title and interest and any Lien of the Administrative Agent, for the benefit of the Secured Parties in, to and
under the Warranty Loan and any related Underlying Assets and all future monies due or to become due with respect thereto.


 


(e)               
Conditions to Sales, Substitutions and Repurchases. Any Discretionary Sale or sale pursuant to a Substitution effected
pursuant to this Section 2.14 shall be subject to the satisfaction of the following conditions:


 


(i)               
the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent (with a copy to Collateral Custodian and the
Collateral Administrator) that gives effect to the contemplation of a Discretionary Sale or sale pursuant to a Substitution;


 


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(ii)               
the Borrower shall deliver a list of all Loans to be sold or substituted to the Administrative Agent (with a copy to Collateral
Custodian and the Collateral Administrator);


 


(iii)               
the Borrower shall notify the Administrative Agent and Collateral Custodian of any amount to be deposited into the Collection
Account in connection with any sale or substitution;


 


(iv)             
as certified in writing to the Administrative Agent (with a copy to Collateral Custodian and the Collateral Administrator) by
the Borrower, the representations and warranties contained in Section 4.1 and 4.2 hereof shall continue to
be true and correct in all material respects (except for such representations and warranties as are qualified by materiality,
a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects, and except
for those representations and warranties made as of a specific date which are true, correct, and complete as of such date) following
any sale or substitution, except to the extent any such representation or warranty relates to an earlier date,


 


(v)              
any repayment of Advances Outstanding in connection with any sale or substitution of Loans hereunder shall comply with the requirements
set forth in Section 2.3;


 


(vi)             
as certified in writing to the Administrative Agent by the Borrower, any Discretionary Sale or sale in connection with a Substitution
shall be made by the Collateral Manager (on behalf of the Borrower) to an unaffiliated third party purchaser or to the Transferor
or any Affiliate in a transaction (1) reflecting arms-length market terms and (2) in which the Borrower makes no representations,
warranties or covenants and provides no indemnification for the benefit of any other party to such sale (other than that the Borrower
has good title thereto, free and clear of all Liens and has the right to sell the related Loan);


 


(vii)        
     the Borrower shall pay an amount equal to all Breakage Costs and other accrued and unpaid costs and
expenses (including reasonable legal fees) of the Administrative Agent, the Lenders, the Collateral Administrator and the
Collateral Custodian in connection with any such sale, substitution or repurchase (including, but not limited to, expenses
incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties and any
other party having an interest in the Loan in connection with such sale, substitution or repurchase);


 


(viii)            
notwithstanding anything to the contrary, so long as no Event of Default has occurred and is continuing and, immediately after
giving effect to such thereto, no Default or Event of Default shall have occurred the Borrower may dispose of any Loan or asset
with an Assigned Value equal to zero percent (0%) through a Discretionary Sale, Substitution or otherwise without satisfying any
of the foregoing.


 


(f)               
[Reserved].


 


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(g)              
Notices to Lenders. The Administrative Agent shall provide the Lenders with copies of any notices and, if requested by
the Lenders, other materials received by the Administrative Agent pursuant to this Section 2.14 in connection with any
sale, substitution, or repurchase of Loans. The Borrower (or Collateral Manager, on its behalf) shall deliver an Officer’s
Certificate to the Collateral Custodian, on which it may conclusively rely, to the effect that all conditions precedent to such
sale, substitution or repurchase of Loans, as the case may be, have been satisfied.


 


Section
2.15         Assignment of the Sale Agreement.


 


The
Borrower hereby assigns to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s
right, title and interest in and to, but none of its obligations under, the Sale Agreement, any Third Party Sale Agreement and
any UCC financing statements filed under or in connection therewith to secure the prompt, complete and indefeasible payment and
performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations of the Borrower arising
in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due,
direct or indirect, absolute or contingent. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns
to the Administrative Agent for the benefit of the Secured Parties its right to indemnification under the Sale Agreement and any
Third Party Sale Agreement. The Borrower confirms that, following the occurrence and during the continuation of an Event of Default,
the Administrative Agent, on behalf of the Secured Parties, shall have the right to enforce the Borrower’s rights and remedies
under the Sale Agreement, any Third Party Sale Agreement and any UCC financing statements filed under or in connection therewith
for the benefit of the Secured Parties.


 


Section
2.16         Defaulting Lenders.


 


(a)               
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)               
That 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 Section 12.1.


 


(ii)              
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative
Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding
of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be
held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund
Advances under this Agreement; fourth, to the payment of any amounts owing to the Lenders, as a result of any judgment
of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
such payment is a payment of the principal amount of any Advances in respect of which that Defaulting Lender has not fully funded
its appropriate share, such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Advances of that Defaulting Lender. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
cash collateral pursuant to this Section 2.16 shall be deemed paid to and redirected by that Defaulting Lender, and each
Lender irrevocably consents hereto.


 


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(b)              
If the Borrower and the Administrative Agent agree in writing that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender
will, to the extent applicable, purchase at par that portion of Advances Outstanding of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders
in accordance with their Pro Rata Shares, whereupon that Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Section
2.17         Mitigation Obligations; Replacement of Lenders.


 


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires the
Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office
for funding or booking its Advances hereunder or assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgement of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.12 or Section 2.13, as the case may be, in the future and (ii) would not otherwise be disadvantageous
to such Lender. Upon receipt of such estimate, the Borrower may approve the proposed designation or assignment, in which case
the Lender shall use reasonable efforts to effect the same. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such approved designation or assignment.


 


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(b)              
Replacement of Lenders. If any Lender requests compensation under Section 2.12, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13,
or if any Lender is a Defaulting Lender hereunder, or if any Lender does not consent to any amendment or modification (including
in the form of a consent or waiver) to the definitions described in Section 12.1(d), (e) or (g) which is approved
by the Borrower, the Administrative Agent and the Required Lenders, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 12.16), all of its interests, rights
and obligations under this Agreement and the Transaction Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that:


 


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


 


(ii)              
in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be
made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter;
and


 


(iii)             
such assignment does not conflict with Applicable Law.


 


A
Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


Section
2.18         Increase of Commitment; Facility Amount.


 


(a)               
At any time during the Revolving Period, provided that no Event of Default has occurred and is continuing, the Commitment for
any Lender may be increased in connection with a corresponding increase in the Facility Amount upon the written request of the
Borrower with the prior written consent of the Administrative Agent and such Lender (and with notice to the Collateral Custodian)
(an “Increased Commitment”); provided that, (i) following such Increased Commitment, the Facility Amount
shall not exceed $250,000,000, and (ii) any Increased Commitment shall be in a minimum amount of $25,000,000. Except for upfront
fees payable to Lenders providing any Increased Commitment, any such Increased Commitment shall be on the same terms (including
the pricing and maturity date) as, and pursuant to the documentation applicable to, the Commitments provided pursuant to the Agreement
as of the Effective Date. Prior to the effectiveness of any such Increased Commitment, the Borrower shall, if requested, execute
and deliver to the applicable Lender a revised Note in an aggregate face amount equal to the revised Commitment. The Borrower
confirms that each Lender, in its sole and absolute discretion, without regard to the value or performance of the Loan or any
other factor, may elect not to increase its Commitment. Upon such increase, Annex B hereto shall be deemed to be revised
to reflect such increase in such Lender’s Commitment.


 


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(b)              
The Borrower may, with the written consent of the Administrative Agent, add additional Persons as Lenders (with notice to the
Collateral Custodian). Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent
and the Borrower a Joinder Supplement and a Transferee Letter.


 


Section
2.19        Termination or Reduction of Commitments.


 


(a)               
Optional. The Borrower may, upon notice to the Administrative Agent, terminate the unused portion of the Commitments, or
from time to time reduce the unused Commitments; provided that (a) each such notice shall be in writing and must be received
by the Administrative Agent at least three (3) Business Days prior to the effective date of such termination or reduction, and
shall be irrevocable, (b) any such partial reduction shall be in an aggregate amount of $25,000,000 or a larger multiple of $5,000,000
(unless the aggregate amount of unused Commitments is less than $25,000,000, in which case such partial reduction shall be for
an amount equal to the aggregate amount of unused Commitments then outstanding), and (c) the Borrower shall not terminate or reduce
the Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the total Advances Outstanding would
exceed the total Commitments. Unless previously terminated, the Commitments shall automatically terminate on the earlier to occur
of the Revolving Period End Date or the Termination Date.


 


(b)              
Application of Commitment Reductions. The Administrative Agent will promptly notify the Lenders of any termination or reduction
of the Commitments pursuant to this Section. Upon any reduction of unused Commitments, the Commitment of each Lender shall be
reduced by such Lender’s ratable share of the amount of such reduction.


 


ARTICLE
III



CONDITIONS TO THE EFFECTIVE DATE AND ADVANCES


 


Section
3.1            Conditions to Effective Date.


 


No
Lender, the Administrative Agent, the Collateral Administrator or the Collateral Custodian shall be obligated to take, fulfill
or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived
in writing, by the Administrative Agent:


 


(a)               
This Agreement and the other Transaction Documents shall have been duly executed by, and delivered to, the parties thereto, and
the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative
Agent shall reasonably request in connection with the transactions contemplated by this Agreement;


 


(b)              
The Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager
have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby or thereby;


 


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(c)               
The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certification in the form of Exhibit
D, and such certification shall, with respect to the Collateral Manager, include a representation that the Collateral Manager
has neither incurred nor suffered to exist any Indebtedness as of the Effective Date except as disclosed to the Administrative
Agent;


 


(d)              
The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such
entity is Solvent in the form of Exhibit C;


 


(e)               
The Borrower and Collateral Manager shall have delivered to the Administrative Agent certification that no Default or Event of
Default has occurred and is continuing;


 


(f)               
The Administrative Agent shall have received the executed legal opinion or opinions of Clifford Chance US LLP, counsel to the
FS/KKR Parties, covering (A) authority, (B) enforceability of this Agreement and the other Transaction Documents, (C) true sale
and non-consolidation matters, (D) UCC, perfection and other closing matters and (E) certain tax matters; in each case, in form
and substance acceptable to the Administrative Agent in its reasonable discretion;


 


(g)              
The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all fees due and
unpaid under the Fee Letter;


 


(h)              
The Borrower, the Collateral Custodian and the Collateral Administrator shall have executed the Collateral Custodian Fee Letter,
and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter;


 


(i)                
Each applicable Lender shall have received a duly executed copy of its Note (to the extent such Note has been requested), in a
principal amount equal to the Commitment of the Lender;


 


(j)                
The Administrative Agent shall have received a secretary’s certificate of each FS/KKR Party (i) that includes a copy of
the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, manager(s)
or member(s) of such FS/KKR Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and
the other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that
such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of
such FS/KKR Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement
to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such FS/KKR
Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Secretary of State
or other appropriate authority, evidencing the good standing of such FS/KKR Party (A) in the jurisdiction of its organization
and (B) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires
it to qualify as a foreign Person except, as to this subclause (B), where the failure to so qualify could not be reasonably expected
to have a Material Adverse Effect, which certificate shall be in form and substance satisfactory to the Administrative Agent and
shall be executed by a corporate secretary or Responsible Officer of such FS/KKR Party;


 


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(k)              
The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent,
of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each FS/KKR Party, and
bankruptcy and pending lawsuits with respect to the FS/KKR Parties and the results of such search shall be satisfactory to the
Administrative Agent;


 


(l)                
The Administrative Agent shall have received (i) all documentation and other information requested by such Administrative Agent
in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under
applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and
(ii) a Beneficial Ownership Certification with respect to the Borrower, in each case, in form and substance reasonably satisfactory
to the Administrative Agent;


 


(m)             
The results of the due diligence procedures, as carried out by the Administrative Agent, are satisfactory to the Administrative
Agent, in its reasonable discretion; and


 


(n)              
The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all
respects on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific
date which were true, correct, and complete as of such date); and


 


(o)              
The Administrative Agent shall have received an assignment of the Collateral Manager Agreement between the Borrower and the Collateral
Manager, and in form and substance acceptable to the Administrative Agent;


 


(p)              
All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions
contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any
aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request.


 


Section
3.2            Conditions Precedent to All Advances and Acquisitions
of Loans.


 


Each
Loan Advance under this Agreement, each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i) and each
acquisition of Loans in connection with a Substitution pursuant to Section 2.14(b) (each, a “Transaction”)
shall be subject to the further conditions precedent that:


 


(a)               
With respect to any Loan Advance, the Collateral Manager on Borrower’s behalf shall have delivered to the Administrative
Agent (with a copy to the Collateral Custodian and the Collateral Administrator), by not later than the deadline set forth in
Section 2.2(b) (or such shorter period as may be agreed to by the Administrative Agent and each Lender), a Funding Notice
in the form of Exhibit A-1 and a Borrowing Base Certificate with respect to each Loan proposed to be acquired by the
Borrower in connection with such Transaction.


 


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(b)              
With respect to any Reinvestment of Principal Collections permitted by Section 2.14(a)(i) and each acquisition of
Loans in connection with a Substitution pursuant to Section 2.14(b), the Collateral Manager on Borrower’s behalf
shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Administrator), no
later than 12:00 p.m. (New York City Time) on the date of such reinvestment, a Reinvestment Notice in the form of Exhibit A-3
and a Borrowing Base Certificate, executed by Collateral Manager and on Borrower’s behalf.


 


(c)               
On the date of such Transaction the following shall be true and correct, and the Borrower and the Collateral Manager shall have
certified in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied
and shall thereby be deemed to have certified that:


 


(i)               
The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all
material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or
any similar qualifier, which representations and warranties shall be true in all respects) on and as of such day as though made
on and as of such day and shall be deemed to have been made on such day (other than any representation and warranty that is expressly
made as of another specific date which were true, correct, and complete as of such date);


 


(ii)               
No event has occurred and is continuing, or would result from such Transaction or from the application of proceeds thereof, that
constitutes a Default or Event of Default;


 


(iii)             
On and as of such day, immediately after giving effect to such Transaction, the Advances Outstanding does not exceed the Availability
(or, to the extent permitted under Section 2.14, that any existing Borrowing Base Deficiency is reduced); and


 


(iv)             
No Applicable Law shall prohibit or enjoin the making of such Advance by any Lender or the proposed acquisition of Loans.


 


(d)              
(i) With respect to any Loan Advance under this Agreement or any Reinvestment of Principal Collections pursuant to Section 2.14(a)(i),
the Revolving Period End Date shall not have occurred and (ii) with respect to any Transaction, the Termination Date shall not
have occurred;


 


(e)               
[Reserved];


 


(f)               
The Borrower and Collateral Manager shall have delivered to the Administrative Agent (and, if applicable, to Collateral Custodian
and the Collateral Administrator) all reports required to be delivered as of the date of such Transaction including all deliveries
required by Section 2.2;


 


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(g)              
The Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11, shall have
reimbursed the Lenders, the Collateral Custodian, the Collateral Administrator and the Administrative Agent for all fees, costs
and expenses then required to be paid in connection with the closing of the transactions contemplated hereunder and under the
other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred
by the Lenders, the Collateral Custodian, the Collateral Administrator and the Administrative Agent;


 


(h)              
[Reserved];


 


(i)                
In connection with each Loan Advance, unless otherwise waived by the Administrative Agent in its sole discretion, (i) the Borrower
(or the Collateral Manager on its behalf) shall have delivered to the Collateral Custodian (with a copy to the Administrative
Agent and the Collateral Administrator), no later than 11:00 a.m. (New York City Time) on the Advance Date, (a) a Loan Checklist
with respect to each Loan proposed to be pledged as Collateral by the Borrower in connection with such Transaction together with
the Required Loan Documents described in clause (b)(i) of the definition thereof, (b) in the case of a Noteless Loan (other
than an Effective Date Participation Interest), a copy of each transfer document or instrument relating to such Noteless Loan
evidencing the assignment of such Noteless Loan to the Borrower and an undated transfer or assignment document or instrument relating
to such Noteless Loan, signed by the Borrower, as assignor, and the administrative agent (only in the event such administrative
agent is an Affiliate of the Borrower) but not dated and not specifying an assignee and (c) for each Effective Date Participation
Interest, a fully executed master participation agreement, in form and substance reasonably satisfactory to the Administrative
Agent, which duly effects and evidences each such Participation Interest and evidence of payment or waiver of any fees associated
with assigning any such Loan and (ii) within three (3) Business Days following any related Advance Date with respect to any Loan,
the Borrower shall deliver all other Required Loan Documents with respect to each Loan pledged as Collateral by the Borrower in
connection with such Transaction;


 


(j)               
The Borrower shall have delivered to the Administrative Agent an Officer’s Certificate (which may be part of the applicable
Borrower’s Notice) in form and substance reasonably satisfactory to the Administrative Agent certifying that each of the
foregoing conditions precedent has been satisfied (other than such conditions precedent (i) subject to the judgment or satisfaction
of the Administrative Agent or any Lender or (ii) otherwise waived); and


 


(k)              
The Borrower is in compliance with the Minimum Credit Enhancement Amount Test as evidenced by a Borrowing Base Certificate.


 


Section
3.3           Custodianship; Transfer of Loans and Permitted Investments.


 


(a)               
The Collateral Custodian shall hold all Certificated Securities and Instruments delivered to it as Collateral in accordance with
the terms hereof in physical form at the Custody Facilities or at such other location identified to the Administrative Agent and
the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate
of the Borrower and which is a Qualified Institution.


 


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(b)              
Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any
Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Permitted Investment
or, in the case of a Loan, the related promissory note or (with respect to a Noteless Loan) assignment documentation has not already
been delivered to the Collateral Custodian in accordance with the requirements set forth in clause (a) of the definition of “Required
Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note
or (with respect to a Noteless Loan) assignment documentation in accordance with the requirements set forth in clause (a) of the
definition of “Required Loan Documents” to the Collateral Custodian at the Custody Facilities.


 


(c)               
The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Collateral
acquired by the Borrower that constitutes Financial Assets to be credited to the Collateral Account, and shall cause all Loans
and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Collateral Custodian, as
applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of
the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior
to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)):


 


(i)               
in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it
Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent
and by (A) delivering such Instrument to the Collateral Custodian or delivering such Security Certificate to the Collateral
Custodian at the Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing
the Collateral Custodian to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security
Certificate at the Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower);


 


(ii)               
in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such
Uncertificated Security and (B) causing such registration to remain effective;


 


(iii)             
in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the
name of the Borrower pursuant to the Account Control Agreement; and


 


(iv)             
in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining
and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured
party and describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary
of State of the State of Delaware (it being understood that a UCC financing statement describing the collateral as “all
assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the
case of any General Intangibles to be delivered by the Borrower).


 


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(d)              
The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall,
immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall
immediately release such Collateral to, or as directed by, the Borrower.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.1           Representations and Warranties of the Borrower.


 


The
Borrower represents and warrants as follows as of the Effective Date, each Funding 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 and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company
in good standing, under the laws of the State of Delaware, with all requisite limited liability company power and authority to
own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and
now has all necessary power, authority and legal right to acquire, own and sell the Collateral.


 


(b)              
Due Qualification. The Borrower is (i) duly qualified to do business and is in good standing as a limited liability
company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals, in
all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses
or approvals, except where the failure to be so qualified, licensed or approved could not reasonably be expected to have a Material
Adverse Effect.


 


(c)               
Power and Authority; Due Authorization; Execution and Delivery. The Borrower (i) has all necessary limited liability
company power, authority and legal right to (a) execute and deliver each Transaction Document to which it is a party, and
(b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary
limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party
and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided.
This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the
Borrower.


 


(d)              
Binding Obligation. Each Transaction Document to which the Borrower is a party constitutes a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be
limited by Insolvency Laws and by general principles of equity.


 


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(e)               
No Violation. The consummation of the transactions contemplated by each Transaction Document to which it is a party and
the fulfillment of the terms thereof will not (i) conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time or both) a default under, the Governing Documents of the Borrower or
any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien (other than Permitted Liens)
upon any of the Borrower’s properties pursuant to the terms of any such Contractual Obligation, or (iii) violate any
Applicable Law.


 


(f)               
Agreements. The Borrower is not a party to any agreement or instrument or subject to any corporate restriction that has
resulted or could reasonably be expected to result in a Material Adverse Effect. The Borrower is not a party to or otherwise subject
or has any of its property that is subject to any indenture or other agreement or instrument evidencing Indebtedness of the Borrower,
or any other agreement or instrument where a default could reasonably be expected to result in a Material Adverse Effect.


 


(g)              
No Proceedings. (i) As of the Effective Date, there is no litigation, proceeding or investigation pending or, to the knowledge
of the Borrower, threatened against the Borrower, before any Governmental Authority and as of any date thereafter, and, (ii) as
of any date thereafter, there is no litigation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened
against the Borrower, before any Governmental Authority (x) asserting the invalidity of any Transaction Document to which
the Borrower is a party, (y) seeking to prevent the consummation of any of the transactions contemplated by any Transaction
Document to which the Borrower is a party or (z) that could reasonably be expected to have Material Adverse Effect.


 


(h)              
All Consents Required. All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person
or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Borrower of each Transaction
Document to which the Borrower is a party have been obtained, except where the failure to obtain such approval, authorization,
consent, order, license, filing or other action could not reasonably be expected to have a Material Adverse Effect.


 


(i)                
[Reserved].


 


(j)                
Solvency. The Borrower is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the
Transaction Documents to which the Borrower is a party do not and will not render the Borrower not Solvent.


 


(k)              
Taxes.


 


(i)               
The Borrower is and has always been treated as a disregarded entity of Transferor for U.S. federal income tax purposes and no
election has been filed by the Borrower to be treated as a corporation for U.S. federal income tax purposes. The Borrower will,
unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for U.S. federal income tax purposes.


 


(ii)               
Each of the Borrower, the Transferor has timely filed or caused to be timely filed (taking into account valid extensions of the
time for filing) all material Tax returns required to be filed by it and has timely paid all material Taxes due, except Taxes
that are being contested in good faith by appropriate proceedings and for which it has set aside on its books adequate reserves
in accordance with GAAP.


 


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(l)                
Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction
Documents (including the use of the proceeds from the transfer of the Collateral) 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.


 


(m)            
Security Interest.


 


(i)            This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State
of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest
is validly perfected under Article 9 of the UCC and is prior to all other Liens other than Permitted Liens, and is enforceable
as such against creditors of and purchasers from the Borrower;


 


(ii)           This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time
to time in the State of New York.


 


(iii)          the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”,
“security entitlements”, “uncertificated securities”, “deposit accounts”, “securities
accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such
other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);


 


(iv)          with respect to Collateral that constitutes Deposit Accounts:


 


(1)              
the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning
of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and


 


(2)              
such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The
Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative
Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral
Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in
accordance with this Agreement.


 


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(v)           with respect to Collateral that constitutes Security Entitlements:


 


(1)              
all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary
for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning
of the UCC as in effect from time-to-time in the State of New York;


 


(2)              
the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning
of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account;
and


 


(3)              
the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the
Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account
to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative
Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts that are
Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this
Agreement.


 


(vi)          all Accounts (other than the Collateral Account) constitute “deposit accounts” as defined in Section 9-102 of
the UCC as in effect from time-to-time in the State of New York and the Collateral Account constitutes a “securities account”
as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;


 


(vii)         the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted
Liens);


 


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


 


(ix)           the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in
that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as
in effect in the Borrower’s jurisdiction of organization;


 


(x)            upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated
securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s
Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in
effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this
Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first
priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest
may be created under Article 9 of the UCC as in effect from time to time in the State of New York;


 


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(xi)           other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed
any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the
Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating
to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or
(B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There
are no judgments or tax lien filings against the Borrower;


 


(xii)          all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to
the delivery requirements contained herein, will be delivered to the Collateral Custodian;


 


(xiii)         none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent on behalf of the Secured Parties;


 


(xiv)         with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered
to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the
Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon
original issue or registration of transfer by the Borrower of such certificated security; and


 


(xv)          with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain
“control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective.


 


(n)              
Reports Accurate. All information, exhibits, financial statements, documents, books, records or reports relating to the
Borrower furnished or to be furnished by or on behalf of the Borrower to the Administrative Agent, the Collateral Custodian, the
Collateral Administrator or any Lender by any FS/KKR Party in connection with this Agreement are true, complete and correct in
all material respects when taken as a whole (or, (A) in the case of general economic data, industry information or information,
or if not prepared by or under the direction of the Borrower, true and correct in all material respects as of the date furnished,
when taken as a whole to the knowledge of the Borrower after reasonable inquiry or (B) in the case of any projections and forward-looking
information, such has been prepared in good faith and is reasonable in light of information available to Borrower at the relevant
time after reasonable inquiry).


 


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(o)              
Location of Offices. The Borrower’s location (within the meaning of Article 9 of the UCC) is, and at all times
has been, the State of Delaware. Except as set forth on Schedule I hereto, the Borrower has not changed its name (whether
by amendment of its certificate of formation, by reorganization or otherwise) or its jurisdiction of organization and has not
changed its location within the four (4) months preceding the Effective Date, in each case other than any change of name or other
corporate change for which notice has been duly provided pursuant to Section 5.1(o)(vii).


 


(p)              
Legal Name. Each FS/KKR Party’s exact legal name is, and, except as specified on Schedule I hereto, at all
times has been the name as set forth on Schedule I hereto.


 


(q)              
Sale Agreement. The Sale Agreement is the only agreement pursuant to which the Borrower purchases Collateral from the Transferor.


 


(r)                
Value Given. The Borrower has given reasonably equivalent value to the Transferor or the applicable third party seller
of each Loan in consideration for the transfer to the Borrower of each Loan, and no such transfer has been made for or on account
of an antecedent debt, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy
Code.


 


(s)               
Accounting. The Borrower accounts for the transfers to it of interests in Collateral as sales of such Collateral for financial
accounting purposes and for legal purposes on its books, records and financial statements, in each case consistent with GAAP and
with the requirements set forth herein.


 


(t)                
Special Purpose Entity. The Borrower has not and shall not:


 


(i)            engage in any business or activity other than the purchase, receipt and management of Collateral, the transfer and pledge of Collateral
pursuant to the terms of the Transaction Documents, the sale of Collateral as permitted hereunder, the entry into and the performance
under the Transaction Documents and such other activities as are incidental thereto;


 


(ii)           acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation
of the Borrower and the performance of its obligations under the Transaction Documents;


 


(iii)          merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose
of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining
the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or
jurisdiction of formation;


 


(iv)          fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization or formation, amend, modify, terminate or fail to comply with the provisions of its partnership agreement
except as otherwise permitted pursuant to Section 5.2(h), or fail to observe limited liability company formalities;


 


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(v)           form, acquire or own any Subsidiary, own any equity interest in any other entity (other than any Equity Security received in exchange
for a defaulted Loan or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout
of the Obligor thereof), or make any Investment in any Person (other than Permitted Investments) without the prior written consent
of the Administrative Agent;


 


(vi)          commingle its assets with the assets of any of its Affiliates, or of any other Person;


 


(vii)         incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness
to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all
the Commitments;


 


(viii)        fail to pay its debts and liabilities from its assets as the same shall become due;


 


(ix)           fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person;


 


(x)            enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or
agreements that are upon terms and conditions that are commercially reasonable and that would be available on an arms-length basis
with third parties other than such Person;


 


(xi)           seek its dissolution or winding up in whole or in part;


 


(xii)          fail to correct any known misunderstandings regarding the separate identity of the Borrower, the Transferor or any other Person;


 


(xiii)         except as provided in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another
Person;


 


(xiv)         fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business
solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is
transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals
or Affiliates);


 


(xv)          fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and
in light of its contemplated business operations;


 


(xvi)         [Reserved];


 


(xvii)        except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out
as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal
or (c) any other Person;


 


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(xviii)       fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other
Person and not have its assets listed on any financial statement of any other Person; provided, however, that the
Borrower’s assets may be included in a consolidated financial statement of its Affiliate provided that (a) appropriate
notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate
and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such
Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet;


 


(xix)          fail to pay its own liabilities and expenses only out of its own funds;


 


(xx)           fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries
of its own employees, if any;


 


(xxi)          acquire the obligations of or securities issued by its Affiliates or members, it being understood that this clause (xxi) shall
not prevent the Borrower from acquiring Loans from the Transferor;


 


(xxii)         guarantee any obligation of any person, including an Affiliate;


 


(xxiii)        fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space
and services performed by any employee of an Affiliate;


 


(xxiv)        fail to use separate invoices and checks bearing its own name;


 


(xxv)         pledge its assets for the benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties
hereunder;


 


(xxvi)        other than prior to the Effective Date. (A) fail at any time to have at least one (1) independent member (the “Special
Member”) which shall be a natural Person approved by Administrative Agent in its sole discretion, which member must,
in each such instance, be a Person who has prior experience as an independent director, independent manager or independent member
with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global
Securitization Services, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities
Corporation or, if none of those companies is then providing professional Special Members, another nationally recognized company
reasonably approved by the Lenders, in each case that is not an Affiliate of the Borrower and that provides professional Special
Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as a Special
Member and is not, and has never been, and will not while serving as Special Member be, any of the following: (w) a member, partner,
equityholder, manager, director, officer or employee of the Borrower or any of its equityholders or Affiliates (other than as
a Special Member of the Borrower or any of its equityholders or Affiliates that is required by a creditor to be a single purpose
bankruptcy remote entity); (x) a creditor, supplier or service provider (including provider of professional services) to the Borrower
or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Special
Members and other corporate services to the Borrower or any of its equityholders or Affiliates in the ordinary course of business);
(y) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service
provider; or (z) a Person that controls (whether directly, indirectly or otherwise) any of (w), (x) or (y) above; provided
that the Borrower shall have ten (10) Business Days to replace any Special Member with a person approved by Administrative
Agent in its sole discretion upon the death, resignation or incapacitation of the current Special Member; or (B) fail to ensure
that all limited liability company action relating to the selection, maintenance or replacement of the Special Member during the
Covenant Compliance Period shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies
the foregoing definition and satisfies subparagraph (w) by reason of being the Special Member of a “special purpose entity”
affiliated with the Borrower shall be qualified to serve as a Special Member of the Borrower, provided that the fees that such
individual earns from serving as Special Member of affiliates of the Borrower in any given year constitute in the aggregate less
than five percent (5.00%) of such individual’s annual income for that year;


 


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(xxvii)       fail to provide that the unanimous consent of all members (including the consent of the Borrower’s Special Member) is required
for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the
institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization
or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (e) make
any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally
as they become due, or (g) take any action in furtherance of any of the foregoing; or


 


(xxviii)      fail to file its own tax returns separate from those of any other Person, except to the extent that the Borrower is treated as
a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and pay any
taxes required to be paid under applicable law.


 


(u)              
Beneficial Ownership Certification. As of the Effective Date, the information included in the Beneficial Ownership
Certification is true and correct in all material respects.


 


(v)              
Investment Company Act. The Borrower is not required to register as an “investment company” under the 1940
Act, and is not “controlled by” an entity required to register as an “investment company” under the 1940
Act.


 


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(w)             
ERISA. The Borrower does not maintain, nor are any employees of the Borrower permitted to participate in, an “employee
pension benefit plan,” as such term is defined in Section 3 of ERISA which is subject to Title IV of ERISA (a “Pension
Plan”).


 


(x)              
Compliance with Law. The Borrower has complied in all respects with all Applicable Law to which it may be subject, and
no item of Collateral contravenes any Applicable Law, in each case, except for instances of non-compliance or contravention that
could not reasonably be expected to have a Material Adverse Effect.


 


(y)              
No Material Adverse Effect. Except as previously disclosed to the Administrative Agent, no event, change or condition has
occurred that has had, or could reasonably be expected to have, a Material Adverse Effect on any FS/KKR Party since the last Reporting
Date.


 


(z)               
Amendments. No Loan has been amended, modified or waived since the Effective Date or the related Funding Date, as the case
may be, except for amendments, modifications or waivers, if any, to such Loan otherwise permitted under Section 6.4(a)
and in accordance with the Collateral Manager Standard.


 


(aa)            
Full Payment. As of the date of the Borrower’s acquisition thereof, the Borrower has no knowledge of any fact which
would reasonably lead it to expect that any Loan will not be repaid by the relevant Obligor in full.


 


(bb)            
[Reserved].


 


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


  


The
representations and warranties in Section 4.1(m) shall survive the termination of this Agreement and such representations
and warranties may not be waived by any party hereto without the consent of the Administrative Agent.


  


Section
4.2           Representations and Warranties of the Borrower Relating
to the Agreement and the Collateral.


 


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The
Borrower represents and warrants as follows as of the Effective Date, each Funding 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)               
Eligibility of Collateral. The Borrower has conducted such due diligence and other review as it considered necessary with
respect to the Loans set forth on the Loan List. As of the Effective Date and each Funding Date, (i) the Loan List and the
information contained in each Funding Notice delivered pursuant to Section 2.2, is an accurate and complete listing
of all Loans included in the Collateral as of the related Funding Date and the information contained therein with respect to the
identity of such Loans and the amounts owing thereunder is true, correct and complete as of the related Funding Date, (ii) each
such Loan included in the Borrowing Base is an Eligible Loan, (iii) each Loan included in the Collateral is free and clear
of any Lien of any Person (other than Permitted Liens) and in compliance with all Applicable Laws and (iv) with respect to
each Loan included in the Collateral, 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
transfer of an ownership interest or security interest in such Collateral to the Administrative Agent as agent for the benefit
of the Secured Parties have been duly obtained, effected or given and are in full force and effect.


 


(b)              
No Fraud. Each Loan was originated without any fraud or material misrepresentation by the Borrower or its Affiliates or
to the knowledge of the Borrower or its Affiliates, of the related Obligors.


 


Section
4.3           [Reserved].


 


Section
4.4           Representations and Warranties of the Collateral Custodian.


 


The
Collateral 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 Collateral 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 Collateral
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 material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any
indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian 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 to
be performed by it and the fulfillment of the terms hereof applicable to it will not conflict with or violate, in any material
respect, any Applicable Law as to the Collateral Custodian. 


 


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





 


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


 


Section
4.5      [Reserved].


 


ARTICLE
V



GENERAL COVENANTS


 


Section
5.1       Affirmative Covenants of the Borrower.


 


During
the Covenant Compliance Period:


 


(a)       Compliance
with Laws. The Borrower will comply in all material respects with all Applicable Laws, including those with respect to the
Collateral or any part thereof, except for instances of non-compliance that could not reasonably be expected to have a Material
Adverse Effect.


 


(b)       Preservation
of Company Existence. The Borrower will (i) preserve and maintain its company existence, rights, franchises and privileges
in the jurisdiction of its formation, (ii) qualify and remain qualified in good standing (to the extent such concept exists in
such jurisdiction) as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence,
rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect and
(iii) maintain the Governing Documents of the Borrower in full force and effect and shall not amend the same without the prior
written consent of the Administrative Agent except as permitted under Section 5.2(h).


 


(c)       Performance
and Compliance with Collateral. The Borrower will, at its expense, timely and fully perform and comply (or cause the Transferor
or any third party seller to perform and comply pursuant to the Sale Agreement or any Third Party Sale Agreement, as applicable)
with all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents
and all other agreements related to such Collateral.


 


(d)       Keeping
of Records and Books of Account; Inspection Rights.


 


(i)     
  The Borrower will keep proper books of record and account in which full, true and correct entries in conformity
with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities.
The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or
the Collateral Administrator to visit and inspect any of its properties or the properties of its Affiliates, to examine it
and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies
of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided,
that (i) representatives of such Person may be present at any such discussion and (ii) any third party’s confidential
information subject to a confidentiality agreement with a FS/KKR Party that prohibits the disclosure of such third
party’s information to Administrative Agent may be redacted from the information provided to Administrative Agent
pursuant to this Section 5.1(d), all at the expense of the Borrower and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable (and in any event not less than two (2) Business
Days’) advance written notice from Administrative Agent to such Person; provided, that when an Event of Default
exists the Administrative Agent (or any representative or agent thereof) may do any of the foregoing at any time and without
advance notice (other than discussions with auditors and other third parties, for which reasonable prior notice shall still
be required); provided, further, that so long as no Event of Default shall have occurred and be continuing (at
which time no limits shall apply), (x) no more than two (2) such inspections or audits shall be conducted in any one year and
(y) the Borrower shall not be obligated to reimburse Administrative Agent for more than one (1) inspection or audit in any
calendar year.


 


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(ii)       In
connection with the foregoing paragraph, Administrative Agent (through any of its officers, employees, or agents) shall have the
right, from time to time hereafter (i) at any time that an Event of Default has occurred and is continuing and following delivery
of notice of acceleration of the Obligations hereunder, but solely after a failure of the Collateral Manager to make any such
notifications or communications within 10 Business Days of Administrative Agent’s written demand therefor, to the extent
the Borrower has such right under the applicable Underlying Instruments, to communicate directly with any and all of the Borrower’s
account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given
the Borrower prior notice of its intention to do so; and (ii) from time to time, upon reasonable advance notice, to audit the
Collateral, or any portion thereof, in order to verify any FS/KKR Party’s financial condition or the amount, quality, value,
condition of, or any other matter relating to, the Collateral; and each of Transferor and the Borrower shall, and shall cause
the Collateral Manager to permit any designated representative of Administrative Agent to visit and inspect any of the properties
of Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and
any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse Administrative Agent
for any expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated
in this Section 5.1(d) shall be as follows: (a) a fee of $1,000.00 per day, per auditor, plus reasonable and documented
out-of-pocket expenses for each field audit of Transferor, the Borrower or any other FS/KKR Party or Person performed by personnel
employed by Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by
Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of Transferor, Borrower,
any other FS/KKR Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that
so long as no Event of Default shall have occurred and be continuing, (x) the Borrower shall not be obligated to reimburse Administrative
Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than
two (2) such field audits and appraisals shall be conducted in any one year. For purposes of clarity, any Lender or its designated
representatives having requested to attend in the case of physical inspections may, at such Lender’s expense, accompany
Administrative Agent in the case of such physical inspections.


 


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(e)       Protection
of Interest in Collateral. With respect to the Collateral acquired by the Borrower, the Borrower will (i) acquire such Collateral
pursuant to and in accordance with the terms of the Sale Agreement or directly from a third party pursuant to a Third Party Sale
Agreement and (ii) at the Borrower’s expense, take all action necessary to perfect, protect and more fully evidence the
Borrower’s ownership of such Collateral free and clear of any Lien, including (a) with respect to the Loans and that portion
of the Collateral in which a security interest may be perfected by filing and maintaining (at the Borrower’s expense), effective
financing statements against the Obligor in all necessary or appropriate filing offices, (including any amendments thereto or
assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices,
(including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or
notices as may be necessary or appropriate.


 


(f)  
     Deposit of Collections.


 


(i)     
  The Borrower shall, or cause the Collateral Manager to, instruct each Obligor or relevant administrative agent,
as applicable, to deliver all Collections in respect of the Collateral to the General Collection Account.


 


(ii)       The Borrower shall, within two (2) Business Days after receipt thereof, direct the Collateral
Custodian to transfer from the General Collection Account (A) all Collections received by it in respect of the Collateral
attributable to Interest Collections to the Interest Collection Account, (B) other than as provided in clause (C), all
Collections received by it in respect of the Collateral attributable to Principal Collections to the Principal Collection
Account and (C) to the extent provided in Section 2.9(e), Collections to the Unfunded Exposure Account.


 


(g)       Special
Purpose Entity. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 4.1(t).


 


(h)       Collateral
Manager Standard. The Borrower will (i) ensure that the Collateral Manager acts in compliance with the Collateral Manager
Standard in all material respects and (ii) maintain an investment strategy consistent with the terms of the Transaction Documents.


 


(i)  
     Events of Default. Promptly following the Borrower’s knowledge or notice of the
occurrence of any Event of Default or Default, the Borrower will provide the Administrative Agent, the Collateral Custodian
and the Collateral Administrator with written notice of the occurrence of such Event of Default or Default of which the
Borrower has knowledge or has received notice. In addition, such notice will include 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. The Administrative Agent will provide each Lender with a copy of any such notice promptly upon receipt
thereof.


 


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(j)    
   Obligations. Each FS/KKR Party shall pay its respective Indebtedness and other obligations promptly
and in accordance with their terms and pay and discharge promptly when due all lawful claims for labor, materials and
supplies or otherwise that, if unpaid, might give rise to a Lien upon the Collateral or any part thereof.


 


(k)       Taxes.


 


(i)       The
Borrower will at all times continue to be treated as a disregarded entity of the Transferor for U.S. federal income tax purposes.
The Borrower is and has always been treated as a disregarded entity of Transferor for U.S. federal income tax purposes and no
election has been filed or will be filed in the future by the Borrower to be treated as a corporation for U.S. federal income
tax purposes. The Borrower will, unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for
U.S. federal income tax purposes.


 


(ii)      The
Borrower will at all times continue to be owned by the Transferor.


 


(iii)   
 The Transferor will, unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for U.S.
federal income tax purposes.


 


(iv)    Each
of the Borrower and the Transferor will timely file or cause to be timely filed (taking into account valid extensions of the time
for filing) all material Tax returns required to be filed by it and will timely pay all material Taxes due (including all Taxes
on the income and gain or the Borrower and the Transferor), except Taxes that are being contested in good faith by appropriate
proceedings and for which it has set aside on its books adequate reserves in accordance with GAAP.


 


(l)   
    Use of Proceeds. The Borrower will use the proceeds of the Advances only to acquire Loans or
fund unfunded commitments with respect to Loans, to make distributions to its members in accordance with the terms hereof or
to pay related expenses (including expenses payable hereunder) and for such other purposes as are necessary or incidental to
the foregoing.


 


(m)       Obligor
Notification Forms. The Administrative Agent may, in its discretion after the occurrence of an Event of Default, send notification
forms giving each relevant administrative agent or Obligor, as applicable, notice of the Secured Parties’ interest in the
Collateral and the obligation to make payments as directed by the Administrative Agent.


 


(n)       Adverse
Claims. The Borrower will not (i) create, or participate in the creation of, any Liens on any of the Accounts or (ii) permit
to exist, any Liens on any of the Accounts, in each case, other than the Lien created by this Agreement and Permitted Liens.


 


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(o)       Notices.
The Borrower will furnish each of the following documents to the Collateral Administrator and the Administrative Agent, which
shall forward copies of the same to the Lenders:


 


(i)       Income Tax Liability. Within ten (10) Business Days after the receipt of
revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority
which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the
collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate,
telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving
rise to such adjustments and the amounts thereof;


 


(ii)      Auditors’
Management Letters. Promptly after the receipt thereof, any auditors’ management letters are received by the Borrower;


 


(iii)     Representations
and Warranties. Promptly after receiving knowledge or notice of the same, the Borrower shall notify the Administrative Agent
if any representation or warranty set forth in Section 4.1 or Section 4.2 was incorrect in any material respect
(except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier,
which representations and warranties shall have been incorrect in any respect) at the time it was given or deemed to have been
given and at the same time deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature
of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative
Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge
of the Borrower which would render any of the said representations and warranties untrue in any material respect (except for such
representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations
and warranties would be rendered untrue in any respect) as of such Funding Date;


 


(iv)     ERISA.
Promptly after receiving notice of any Reportable Event with respect to the Borrower (or any ERISA Affiliate thereof), a copy
of such notice;


 


(v)      Proceedings.
As soon as possible and in any event within two (2) Business Days after an executive officer of the Borrower or the Transferor
receives notice or obtains knowledge thereof or at the request of the Administrative Agent, notice of any settlement of, material
judgment (including a material judgment with respect to the liability phase of a bifurcated trial) in or commencement of any material
labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction
Documents, the Secured Parties’ interest in the Collateral, or any FS/KKR Party or any of its Affiliates; provided
that notwithstanding the foregoing, any settlement, judgment, labor controversy, litigation, action, suit or proceeding affecting
the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower in excess of
$500,000, the Transferor in excess of $2,000,000 (or, following any merger, consolidation or amalgamation with or into a Permitted
BDC which results in the Transferor having net assets in excess of $1,000,000,000, $5,000,000) shall be deemed to be material
for purposes of this Section 5.1(o);


 


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(vi)     Notice
of Certain Events. Promptly upon becoming aware thereof (and in any event within two (2) Business Days), notice of (1) any
Event of Default, (2) any Value Adjustment Event, (3) any other event or circumstance that could reasonably be expected to have
a Material Adverse Effect, (4) any event or circumstance whereby any Loan which was included in the latest calculation of the
Borrowing Base as an Eligible Loan shall fail to meet one or more of the criteria (other than criteria waived by the Administrative
Agent on or prior to the related Funding Date in respect of such Loan) listed in the definition of “Eligible Loan”,
or (5) any amendment to the Governing Documents of the Transferor if such amendment materially and adversely effects the interests
of the Administrative Agent and the Lenders, as determined in the reasonable judgement of the Collateral Manager (on behalf of
the Borrower);


 


(vii)    Corporate
Changes. As soon as possible and in any event within five (5) Business Days after the effective date thereof, notice of any
change in the name, jurisdiction of organization, corporate structure, tax characterization or location of records of the Borrower;
provided that the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings
have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following
such change to have a valid, legal and perfected security interest in all the Collateral; and


 


(viii)   Accounting
Changes. As soon as possible and in any event within two (2) Business Days after the effective date thereof, notice of any
material change in the accounting policies of the Borrower relating to loan accounting or revenue recognition.


 


(p)       Contest
Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property
of the bankruptcy estate of the Transferor.


 


(q)       Payment
Date Reporting.


 


(i)       The
Borrower shall deliver (or shall cause to be delivered) a Payment Date Report, for the previous quarter ending as of the applicable
Determination Date, and delivered to the Administrative Agent, the Collateral Administrator and Collateral Custodian not later
than 3:00 p.m. (New York City Time) on the Business Day preceding the related Payment Date. Each such Payment Date Report shall
contain instructions to the Collateral Custodian to withdraw funds on the related Payment Date from the applicable Collection
Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established,
in Section 2.7 or Section 2.8, as applicable.


 


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(ii)       Each
Payment Date Report shall include a calculation of Availability, the aggregate outstanding principal balance of the Advances,
the Aggregate Unfunded Exposure Amount, and the Borrowing Base.


 


(iii)      If
and to the extent the Collateral Manager may be required to calculate or to report in a Payment Date Report or other accounting
hereunder, the Dollar Equivalent of any amount, including the outstanding principal amount of an Eligible Loan, the Advances,
the Borrowing Base or other such calculation or amount involving Canadian Dollars, it shall use (A) the Dollar Equivalent identified
in or the (B) Assigned Value provided in, as the case may be, the collateral database compiled and delivered (or caused to be
compiled and delivered) to the Collateral Manager by the Collateral Administrator under the Collateral Administration Agreement
for the related collection or reporting period or other such amount as is identified in such calculation or such report by the
Collateral Manager; provided that nothing herein shall impose a duty upon the Collateral Administrator under this Agreement
or the Collateral Administration Agreement to determine the Dollar Equivalent or the Assigned Value of any Eligible Loan.


 


(iv)     In
preparing the Payment Date Report and other information and statements required hereunder, the Collateral Administrator shall
provide the Collateral Manager with such information and data maintained pursuant to the terms of the Collateral Administration
Agreement to assist the Collateral Manager in preparing the Payment Date Report and to the extent required under the terms of
the Collateral Administration Agreement. The Collateral Administrator shall have the rights, protections and immunities provided
to it in the Collateral Administration Agreement.


 


(r)       [Reserved].


 


(s)       Financial
Statements. The Borrower shall furnish to the Administrative Agent for distribution to each Lender:


 


(i)       as
soon as available, but in any event within 120 days after the end of each fiscal year of Transferor, a copy of the audited consolidated
balance sheet of Transferor and the Borrower and the unaudited consolidated balance sheet of the Borrower and the Transferor,
in each case, as at the end of such year and the related statements of income and retained earnings and of cash flows for such
year, setting forth in each case in comparative form the figures for the previous year, and, in the case of financial statements
of Transferor, reported on without a “going concern” or like qualification or exception, or qualification arising
out of the scope of the audit, by an independent certified public accountants of nationally recognized standing;


 


(ii)      as
soon as available, but in any event not later than seventy-five (75) days after the end of each of the first three quarterly periods
of each fiscal year of Transferor, the unaudited consolidated balance sheet of the Borrower and the Transferor as at the end of
such quarter and the related unaudited statements of income and retained earnings and of cash flows of the Borrower and the Transferor
for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject
to normal year-end audit adjustments);


 


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(iii)     all
such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and
in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved
by such accountants or officer, as the case may be, and disclosed therein).


 


(t)       Certificates;
Other Information. The Borrower shall furnish to the Administrative Agent for distribution to each Lender:


 


(i)       concurrently with the delivery of the financial statements of the Borrower and the Transferor referred to in Section
5.1(s)(i), a certificate of the independent certified public accountants firm reporting on such financial statements
stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default,
except as specified in such certificate;


 


(ii)      concurrently
with the delivery of the financial statements referred to in Sections 5.1(s)(i) and 5.1(s)(ii), a fully and properly
completed certificate in the form of Exhibit K, certified on behalf of the Borrower by a Responsible Officer of the Borrower;


 


(iii)     on
each Measurement Date, a Borrowing Base Certificate showing the Borrowing Base and the Availability as of such date (including,
with respect to any Principal Finance Loan, the Fair Market Value), and a calculation of the Borrower’s Total Interest Coverage
Ratio to the extent tested pursuant to Section 5.2(n), certified as complete and correct by a Responsible Officer;


 


(iv)     within
five (5) Business Days following its effective date, a copy of any material amendment, restatement, supplement, waiver or other
modification to any Underlying Instrument of any Eligible Loan, together with any documentation prepared by the Borrower or the
Collateral Manager in connection with such document;


 


(v)      within
five (5) Business Days after the same are filed, copies of all financial statements, filings and reports which the Borrower or
Transferor may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;


 


(vi)     within
120 days after the end of each fiscal year of Transferor, a report covering such fiscal year of a firm of independent certified
public accountants of nationally recognized standing (or any other party identified by the Administrative Agent) to the effect
that such accountants (or such other party) have applied certain agreed-upon procedures (the “Agreed-Upon Procedures
Report”) (a copy of which procedures are attached hereto as Schedule IV, it being understood that Transferor
and the Administrative Agent may provide an updated Schedule IV reflecting any further amendments to such Schedule IV
on or prior to the last day of the first fiscal year of Transferor to end following the Effective Date), a copy of which shall
replace the then existing Schedule IV) to certain documents and records relating to the Collateral and the FS/KKR Parties,
compared the information contained in the Borrowing Base Certificates (including the Borrowing Base Certificates delivered pursuant
to Section 5.1(q)) delivered during the period covered by such Agreed-Upon Procedures Report with such documents and records
and that no matters came to the attention of such accountants (or such other party) that caused them to believe that (A) the information
and the calculations included in such Borrowing Base Certificates were not determined or performed in accordance with the provisions
of this Agreement, except for such exceptions as such accountants (or such other party) shall believe to be immaterial and such
other exceptions as shall be set forth in such statement, or (B) an Event of Default occurred during the applicable reporting
period;


 


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(vii)    promptly,
(A) such information, documents, records or reports reasonably available to it respecting the Collateral or the condition or operations,
financial or otherwise, of the Borrower or the Collateral Manager as the Administrative Agent or any Lender may from time to time
reasonably request in order to protect the interests of the Administrative Agent or Secured Parties under or as contemplated by
this Agreement or the other Transaction Documents, and (B) such additional financial and other information as any Lender may from
time to time reasonably request; and


 


(viii)   within
ninety (90) days after the end of each fiscal year, a static pool report in the form of Exhibit A-7 shall be provided to
Administrative Agent.


 


(u)       Further
Assurances. The Borrower will execute any and all further documents, financing statements, agreements and instruments, and
take all further action (including filing UCC and other financing statements, agreements or instruments) that may be required
under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated
by the Transaction Documents and in order to grant, preserve, protect, perfect or more fully evidence the validity and first priority
(subject to Permitted Liens) of the security interests and Liens created or intended to be created hereby. Such security interests
and Liens will be created hereunder and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such
instruments and documents (including legal opinions and lien searches) as it shall reasonably request to evidence compliance with
this Section 5.1(u). The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request
as to the perfection and priority status of each such security interest and Lien.


 


(v)       Non-Consolidation.
The Borrower shall at all times act in a manner such that each of the assumptions made by Clifford Chance US LLP in their opinion
delivered pursuant to Section 3.1(f) is true and accurate in all material respects. The Borrower shall at all times observe
and be in compliance in all material respects with all covenants and requirements in the Governing Documents of the Borrower.


 


(w)       Know
Your Customer Laws. The Borrower will furnish to the Administrative Agent promptly, from time to time, information and documentation
requested by Administrative Agent or any Lender for the purpose of compliance with “know your customer” laws, including
the Beneficial Ownership Regulation.


 


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(x)       Other.
The Borrower will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records
or reports reasonably available to it respecting the Collateral or the condition or operations, financial or otherwise, of the
Collateral Manager or the Borrower as the Administrative Agent or any Lender may from time to time reasonably request in order
to protect the interests of the Administrative Agent or the other Secured Parties under or as contemplated by this Agreement.


 


Section
5.2       Negative Covenants of the Borrower.


 


During
the Covenant Compliance Period:


 


(a)       Other
Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under
the Transaction Documents and other activities contemplated by the Transaction Documents, (B) the acquisition, ownership and management
of the Collateral and (C) the sale of Loans as permitted hereunder, (ii) incur any Indebtedness, obligation, liability or contingent
obligation of any kind other than pursuant to this Agreement, or (iii) form any Subsidiary or make any Investment in any other
Person except as permitted hereunder.


 


(b)       Collateral
Not to be Evidenced by Instruments. The Borrower will take no action to cause any Loan that is not, as of the Effective Date
or the related Funding Date, as the case may be, evidenced by an Instrument, to be so evidenced except in connection with the
enforcement or collection of such Loan or unless such Instrument is immediately delivered to the Collateral Custodian, together
with an Indorsement in blank, as collateral security for such Loan.


 


(c)       Security
Interests. Except as otherwise permitted herein and in respect of any Discretionary Sale, Substitution or sale of a Warranty
Loan, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to
exist any Lien (other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant
to this Agreement or Permitted Liens) on any Collateral, whether now existing or hereafter transferred hereunder, or any interest
therein. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than the security interest
granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or Permitted Liens) on any Collateral
and the Borrower shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties in,
to and under the Collateral against all claims of third parties (other than Permitted Liens).


 


(d)       Mergers,
Acquisitions, Sales, etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire
any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer,
convey or lease any of its assets, or sell or assign with or without recourse any Collateral or any interest therein (other than
as permitted pursuant to this Agreement, the Sale Agreement or any Third Party Sale Agreement).


 


(e)       Restricted
Payments. The Borrower shall not make any Restricted Payments other than distributions of amounts paid to it in accordance
with Sections 2.7 and 2.8.


 


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(f)       Change
of Location of Underlying Instruments. The Borrower shall not, without the prior consent of the Administrative Agent, consent
to the Collateral Custodian moving any Certificated Securities or Instruments from the Collateral Custodian’s Custody Facilities
on the Effective Date, unless the Borrower has given at least thirty (30) days’ written notice to the Administrative Agent
and has taken all actions required under the UCC of each relevant jurisdiction in order to ensure that the Secured Parties’
first priority perfected security interest continues in effect.


 


(g)       ERISA
Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
the Borrower will not (i) engage or permit any ERISA Affiliate to engage in any transaction that is a prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available or has not previously
been obtained from the U.S. Department of Labor, (ii) knowingly permit to exist any accumulated funding deficiency, as defined
in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Pension Plan of an ERISA
Affiliate, if any, other than a Multiemployer Plan, (iii) fail to make or knowingly permit any ERISA Affiliate to fail to make,
any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating
to such Multiemployer Plan or any law pertaining thereto, (iv) terminate any Pension Plan of an ERISA Affiliate, if any, or (v)
knowingly permit to exist any occurrence of any Reportable Event with respect to a Pension Plan of an ERISA Affiliate, if any.


 


(h)       Operating
Agreement. The Borrower will not amend, modify, waive or terminate any provision of its operating agreement in any matter
that is materially adverse to the Lenders or otherwise prohibited under this Agreement without the prior written consent of the
Administrative Agent.


 


(i)       Changes
in Payment Instructions to Obligors. The Borrower will not make any change, or permit the Collateral Manager to make any change,
in its instructions to any relevant administrative agent or Obligor, as applicable, regarding payments to be made with respect
to the Collateral to the Collection Account, unless the Administrative Agent has consented to such change.


 


(j)       Extension
or Amendment of Collateral. The Borrower will not, except as otherwise permitted in Section 2(d)(i) of the Collateral Management
Agreement, extend, amend or otherwise modify the terms of any Loan. Without limiting the foregoing, the Borrower shall not may
waive, modify or otherwise vary any provision of an item of Collateral (including, but not limited to, any Loan) in any manner
contrary to the Collateral Manager Standard and without the approval of Administrative Agent in its sole discretion, provided,
that if Administrative Agent does not provide its approval for any such waiver or modification, Borrower shall have the option,
subject to Sections 2.14(d) and (e), to repurchase such item of Collateral immediately prior to the effectiveness
of such modification for an amount equal to the amount calculated in clause (i) of the definition of “Borrowing Base”
with respect to such Collateral and provided, further, that if Borrower does not elect to repurchase such item of
Collateral pursuant to this Section 5.2(j), the Assigned Value with respect to such Collateral shall be zero.


 


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(k)       Fiscal
Year. The Borrower shall not change its fiscal year or method of accounting without providing the Administrative Agent with
prior written notice (i) providing a detailed explanation of such changes and (ii) including pro forma financial statements demonstrating
the impact of such change.


 


(l)   
    Change of Control. The Borrower shall not enter into any transaction or agreement which
results or, upon consummation, would result, in a Change of Control.


 


(m)      Ownership.
The Borrower shall not have any direct owners other than the Transferor.


 


(n)       Financial
Covenants.


 



(i)       Minimum Interest Coverage Ratio. As of the end of any fiscal month,
beginning with the month ending twelve (12) months after the Effective Date or, if earlier, the fiscal quarter end the
following test was first passed, Borrower shall not permit its Total Interest Coverage Ratio to be less than 1.50 to
1.00.


 


(o)       Eligible
Loans. The Borrower shall not permit any of the three largest Eligible Loans (measured in terms of the Adjusted Borrowing
Value of such Eligible Loan) included in the calculation of the Borrowing Base to be (i) First Lien Last Out Loans, (ii) Second
Lien Loans or (iii) Loans for which the related Obligor has Permitted EBITDA of less than $15,000,000.


 


(p)       Collateral
Administration Agreement.


 


(i)       The
Borrower shall not (A) permit the Collateral Administration Agreement to be modified, amended, or terminated, or (B) waive any
material duties or obligations of the Collateral Administrator (or any of its permitted assigns) thereunder, in each case, in
a manner that adversely affects any Secured Party without the prior written consent of the Administrative Agent.


 


(ii)     Other
than a collateral assignment in favor of the Administrative Agent, the Borrower shall not permit either of the Collateral Administration
Agreement to be assigned (except to an Affiliate of Wells Fargo Bank, N.A.).


 


(q)       Collateral
Management Agreement. The Borrower shall not (A) permit the Collateral Management Agreement to be modified, amended, or terminated,
or (B) waive any material duties or obligations of the Collateral Manager (or any of its permitted assigns) thereunder, in each
case, in a manner that adversely affects any Secured Party without the prior written consent of the Administrative Agent.


 


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Section
5.3      [Reserved].


 


Section
5.4      [Reserved].


 


Section
5.5      Affirmative Covenants of the Collateral Custodian.


 


During
the Covenant Compliance Period:


 


(a)       Compliance
with Law. The Collateral Custodian will comply in all material respects with all Applicable Law.


 


(b)       Preservation
of Existence. The Collateral 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 where failure to preserve
and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have,
a Material Adverse Effect.


 


(c)       Location
of Underlying Instruments. Subject to Section 7.8, the Underlying Instruments shall remain at all times in the possession
of the Collateral Custodian at the Custody Facilities unless notice of a different address is given in accordance with the terms
hereof or unless the Administrative Agent agrees to allow certain Underlying Instruments to be released to the Collateral Manager
on a temporary basis in accordance with the terms hereof, except as such Underlying Instruments may be released pursuant to this
Agreement.


 


Section
5.6       Negative Covenants of the Collateral Custodian.


 


During
the Covenant Compliance Period:


 


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


 


(b)       No
Changes to Collateral Custodian Fee. The Collateral Custodian will not make any changes to the Collateral Custodian Fee set
forth in the Collateral Custodian Fee Letter without the prior written approval of the Administrative Agent and the Borrower.


 


Section
5.7       Affirmative Covenants of the Collateral Administrator.


 


During
the Covenant Compliance Period:


 


(a)       Compliance
with Law. The Collateral Administrator will comply in all material respects with all Applicable Law.


 


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(b)       Preservation
of Existence. The Collateral Administrator 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 where failure to preserve
and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have,
a Material Adverse Effect.


 


Section
5.8       Negative Covenants of the Collateral Administrator.


 


During
the Covenant Compliance Period:


 


(a)       No
Changes to Collateral Administration Agreement. The Collateral Administrator will not permit the Collateral Administration
Agreement to be modified, amended, or terminated in a manner that materially adversely affects any Secured Party without the prior
written consent of the Administrative Agent.


 


ARTICLE
VI



COLLATERAL ADMINISTRATION


 


Section
6.1       Accounts.


 


Each
of the parties hereto hereby agrees that the Collateral Account shall be deemed to be a Securities Account, together with any
additional subaccounts as the Collateral Custodian may determine from time to time are necessary for administrative convenience.
Each of the parties hereto hereby agrees that with respect to the Collateral Account, (A) the cash and other property (subject
to Section 2(d)(v) of the Collateral Management Agreement with respect to any property other than investment property, as defined
in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset and (B) the jurisdiction governing the Account, all
Cash and other Financial Assets credited to the Account and the securities intermediary’s jurisdiction (within the meaning
of Section 9-304(b) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in the
Collateral Account be registered in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such
Financial Asset has also been Indorsed in blank or to the Collateral Custodian. In addition, for Canadian Dollars, the Collateral
Custodian shall establish the Canadian Dollar Principal Collection Account and Canadian Dollar Interest Collection Account. Any
amounts received by the Collateral Custodian that are denominated in Canadian Dollars shall be deposited by the Collateral Custodian
into the Canadian Dollar Principal Collection Account or Canadian Dollar Interest Collection Account, as applicable.


 


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Section
6.2       [Reserved].


 


Section
6.3       [Reserved].


 


Section
6.4       [Reserved].


 


Section
6.5       [Reserved].


 


Section
6.6       [Reserved].


 


Section
6.7       [Reserved].


 


Section
6.8       Reports.


 


(a)       Borrower’s
Notice. On each Funding Date and on the date of each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i)
or acquisition by the Borrower of Loans in connection with a Substitution pursuant to Section 2.14(b), the Borrower
(or the initial Collateral Manager on its behalf) will provide the applicable Borrower’s Notice and a Borrowing Base Certificate,
each updated as of such date, to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Administrator).


 


(b)       Tax
Returns. Upon demand by the Administrative Agent, the initial Collateral Manager shall deliver copies of all foreign, federal,
state and local income tax returns and reports filed by the Borrower and the initial Collateral Manager, or in which the Borrower
or the Collateral Manager was included.


 


(c)       Obligor
Financial Statements; Other Reports. The Collateral Manager will deliver to the Administrative Agent (with a copy to the Collateral
Custodian and the Collateral Administrator), to the extent received by the Borrower or the Collateral Manager pursuant to the
Underlying Instruments, the complete financial reporting package with respect to each Obligor and with respect to each Loan 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 for such Obligor) provided to the
Borrower or the Collateral Manager for the periods required by the Underlying Instruments, which delivery shall be made within
five (5) Business Days after receipt by the Borrower or the Collateral Manager as specified in the Underlying Instruments. Upon
demand by the Administrative Agent or any Lender, the Collateral Manager will provide such other information reasonably available
to it as the Administrative Agent or such Lender may reasonably request with respect to any Obligor.


 


(d)       Amendments
to Loans. The Collateral Manager will furnish via electronic communication pursuant to procedures approved by the Administrative
Agent, to the Administrative Agent, a copy of any material amendment, restatement, supplement, waiver or other modification to
the Underlying Instruments of any Loan (along with any internal documents prepared by the Collateral Manager and provided to its
credit committee in connection with such amendment, restatement, supplement, waiver or other modification) within ten (10) Business
Days of the effectiveness of such amendment, restatement, supplement, waiver or other modification.


 


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Section
6.9       [Reserved].


 


Section
6.10     [Reserved].


 


Section
6.11     [Reserved].


 


Section
6.12     [Reserved].


 


ARTICLE
VII



THE COLLATERAL CUSTODIAN AND COLLATERAL ADMINISTRATOR


 


Section
7.1     Designation of Collateral Custodian.


 


(a)       Initial
Collateral Custodian. The role of Collateral Custodian with respect to the Underlying Instruments relating to the Permitted
Investments shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with
this Section 7.1. Until the Administrative Agent shall give to Wells Fargo Bank, N.A. a Collateral Custodian Termination
Notice, Wells Fargo Bank, N.A. is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and
obligations of, Collateral Custodian pursuant to the terms hereof.


 


(b)       Successor
Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the
Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 7.5,
the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.


 


Section
7.2      Duties of Collateral Custodian.


 


(a)       Appointment.
Each of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and
hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties
as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment
to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian
pursuant to the terms hereof.


 


(b)       Duties.
On or before the initial Funding Date, and until its removal pursuant to Section 7.5, the Collateral Custodian shall perform,
on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:


 


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(i)       The
Collateral Custodian shall take and retain custody of the Required Loan Documents delivered by the Borrower pursuant to the definition
of “Eligible Loan” in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured
Parties and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties. Within five (5)
Business Days of its receipt of any Required Loan Documents and the Loan Checklist (the “Review Period”), the
Collateral Custodian shall review the Required Loan Documents delivered to it to confirm that (A) if the files delivered per the
following sentence indicate that any document must contain an original signature, each such document appears to bear the original
signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original
or a reproduction of such signature and (B) based on a review of the applicable note, the related initial Loan balance when entered
into or obtained by the Borrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related
Loan Checklist and is not a duplicate Loan (such items (A) through (B) collectively, the “Review Criteria”).
In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Loan Documents
hereunder to the Collateral Custodian, the Collateral Manager shall provide to the Collateral Custodian an electronic file (in
EXCEL or a comparable format acceptable to the Collateral Custodian) listing Loan Identification Number, name of Obligor, and
initial Loan balance and the related Loan Checklist per file that contains a list of all Required Loan Documents and whether they
require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered
into or obtained by the Borrower with respect to each related Loan. If, at the conclusion of such review, the Collateral Custodian
shall determine that any Review Criteria are not satisfied, the Collateral Custodian shall within one (1) Business Day notify
the Borrower, the Administrative Agent and the Collateral Manager of such determination and provide the Collateral Manager and
the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Collateral
Manager shall have ten (10) Business Days to correct any non-compliance with any Review Criteria as stated in part (2) of the
preceding sentence. After the Review Period, the Collateral Custodian shall execute and deliver to the Collateral Manager and
the Administrative Agent a certification substantially in the form attached hereto as Exhibit J, including an attached
exception report. In addition, if requested in writing in the form of Exhibit E by the Collateral Manager and approved
by the Administrative Agent within ten (10) Business Days of the Collateral Custodian’s delivery of such report, the Collateral
Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower. Other
than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Underlying Instruments. Notwithstanding
anything herein to the contrary, the Collateral Custodian’s obligation to review the Required Loan Documents shall be limited
to the Review Criteria.







 


(ii)      In
taking and retaining custody of the Underlying Instruments with respect to the Permitted Investments and the Required Loan Documents,
the Collateral Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Collateral
Custodian makes no representations as to the existence, perfection or priority of any Lien on the Underlying Instruments or the
instruments therein; and provided further that the Collateral Custodian’s duties as agent shall be limited to those
expressly contemplated herein.


 


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(iii)       All
Required Loan Documents that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at the Custody
Facilities (or such other location identified to the Administrative Agent and Borrower). All such Required Loan Documents that
are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to
permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any
other documents or instruments maintained by the Collateral Custodian. All such Required Loan Documents that are delivered to
the Collateral Custodian in electronic format shall be saved onto disks and/or onto the Collateral Custodian’s secure computer
system, and maintained in a manner so as to permit retrieval and access. The Collateral 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
Collateral Custodian.


 


(iv)      The
Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”).


 


(v)      
 On each Reporting Date, the Collateral Custodian shall provide a written report to the Administrative Agent, the
Borrower, and the Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it
holds Required Loan Documents, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails
to satisfy.


 


(vi)       The
Collateral Custodian shall provide a written daily report to the Administrative Agent and the Collateral Manager of (x) all deposits
to and withdrawals from the Accounts for such Business Day and the outstanding balance as of the end of such Business Day, and
(y) a report of settled trades for such Business Day.


 


(vii)       Notwithstanding
any provision to the contrary elsewhere in the Transaction Documents, the Collateral 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 Collateral Custodian. Without
limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Collateral
Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility.
The Collateral Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder
or under any other Transaction Document.


 


(viii)       The
Administrative Agent may direct the Collateral Custodian to take any action incidental to its duties hereunder. With respect to
other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral
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 Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent
or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation
of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral 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 Collateral Custodian requests the consent of the Administrative Agent and the Collateral 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.


 


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(ix)       The
Collateral 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 Collateral Custodian.
The Collateral 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 Collateral Custodian has actual knowledge of such matter or written notice thereof is received
by the Collateral Custodian.


 


(x)      The
parties acknowledge that in accordance with the Customer ‎Identification Program ‎‎(CIP) requirements under the USA
PATRIOT Act and its ‎implementing regulations, the ‎Collateral Custodian in order to help fight the ‎funding of terrorism
and money laundering ‎is required to obtain, verify and record ‎information that identifies each person or legal ‎entity
that establishes a relationship ‎or opens an account with the Collateral Custodian. ‎The Borrower hereby agrees that ‎it
shall provide the Collateral Custodian with such ‎information as it may request ‎including but not limited to the Borrower’s
name, physical ‎address, tax ‎identification number and other information that will help the Collateral ‎Custodian
‎to identify and verify the Borrower’s identity such as organizational documents, ‎‎certificate of good standing,
license to do business, or other pertinent identifying ‎‎information.‎


 


Section
7.3       Merger or Consolidation.


 


Any
Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation
to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian
substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation
of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement without further
act of any of the parties to this Agreement.


 


Section
7.4       Collateral Custodian Compensation.


 


As
compensation for its collateral custodian activities hereunder, the Collateral Custodian shall be entitled to a Collateral Custodian
Fee pursuant to the provision of Section 2.7(a)(2), Section 2.7(b)(1) or Section 2.8(2), as applicable. The
Collateral Custodian’s entitlement to receive the Collateral Custodian Fee shall cease on the earlier to occur of: (i) its
removal as Collateral Custodian pursuant to Section 7.5 or (ii) the termination of this Agreement. 


 


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Section
7.5       Collateral Custodian Removal.


 


The
Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral
Custodian (the “Collateral Custodian Termination Notice”); provided that notwithstanding its receipt
of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor
Collateral Custodian has been appointed, has agreed to act as Collateral Custodian hereunder, and has received all Underlying
Instruments held by the previous Collateral Custodian.


 


Section
7.6       Limitation on Liability.


 


(a)       The
Collateral 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 Collateral Custodian may rely conclusively on and shall be fully protected
in acting upon (a) the written instructions of any designated officer of the Administrative Agent or, prior to the occurrence
of an Event of Default, the Collateral Manager or (b) the verbal instructions of the Administrative Agent or, prior to the occurrence
of an Event of Default, the Collateral Manager.


 


(b)       The
Collateral 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
Collateral 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,
notwithstanding anything to the contrary contained herein, in the case of its willful misconduct, bad faith or grossly negligent
performance or omission of its duties and in the case of its grossly negligent performance of its Payment Duties and in the case
of its grossly negligent performance of its duties in taking and retaining custody of the Underlying Instruments or Required Loan
Documents. Under no circumstances will the Collateral Custodian be liable for indirect, special, punitive, consequential or incidental
damages, such as loss of use, revenue or profit.


 


(d)       The
Collateral 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, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any legal action
hereunder that might in its judgment be contrary to Applicable Law or involve any expense or liability unless it has been furnished
with an indemnity reasonably satisfactory to it.


 


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(e)       The
Collateral 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 Collateral Custodian.


 


(f)       The
Collateral 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 Collateral Custodian is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral.


 


(h)       The
Collateral Custodian may assume the genuineness of any such Required Loan Document it may receive and the genuineness and due
authority of any signatures appearing thereon, and shall be entitled to assume that each Required Loan Document it may receive
is what it purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section
9-102(a)(47) of the UCC, respectively, is or shall be or become available with respect to any Collateral to be held by the Collateral
Custodian under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Collateral
Custodian, and the Collateral Custodian shall not be under any obligation at any time to determine whether any such original security
or instrument has been or is required to be issued or made available in respect of any Collateral or to compel or cause delivery
thereof to the Collateral Custodian. Without prejudice to the generality of the foregoing, the Collateral Custodian shall be without
liability to the Borrower, Collateral Manager, the Administrative Agent or any other Person for any damage or loss resulting from
or caused by events or circumstances beyond the Collateral Custodian’s reasonable control, including nationalization, expropriation,
currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market,
power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods,
earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God,
work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Borrower, the Collateral
Manager or the Administrative Agent (including any Responsible Officer of any thereof) in its instructions to the Collateral Custodian;
or changes in applicable law, regulation or orders.


 


(i)       It
is expressly acknowledged by the parties hereto that application and ‎performance by the ‎Collateral Custodian of its
various duties hereunder (including, without ‎limitation, ‎recalculations to be performed in respect of the matters contemplated
hereby) ‎shall be based ‎upon, and in reliance upon data information and notice provided to it by the ‎Collateral
Manager, the ‎Administrative Agent, the Borrower and/or any related bank agent obligor or ‎similar party, ‎and the
Collateral Custodian shall have no responsibility for the accuracy of ‎any such ‎information or data provided to it by
such person and shall be entitled to update ‎its records ‎‎(as it may deem necessary or appropriate).‎


 


(j)       In
the event that (i) the Borrower, Collateral Manager, the Administrative Agent, Lenders, the Collateral Administrator or Collateral
Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan or
Required Loan Document or (ii) a third party shall institute any court proceeding by which any Required Loan Document shall be
required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service
shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents
and other materials concerning such proceedings. The Collateral Custodian shall, to the extent permitted by law, continue to hold
and maintain all the Required Loan Documents that are the subject of such proceedings pending a final, nonappealable order of
a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Collateral
Custodian shall dispose of such Required Loan Documents as directed by the Administrative Agent, which shall give a direction
consistent with such determination. Expenses of the Collateral Custodian incurred as a result of such proceedings shall be borne
by the Borrower.


 


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(k)       In
case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, in the absence of a continuing of
an Event of Default or the occurrence of the Termination Date, request instructions from the Collateral Manager and during the
existence of an Event of Default or following 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 Collateral
Manager or the Administrative Agent, as applicable. The Collateral 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.


 


(l)       Without
limiting the generality of any terms of this section, the Collateral Custodian shall have no liability for any failure, inability
or unwillingness on the part of the Collateral Manager, the Administrative Agent, any agent or the Borrower to provide accurate
and complete information on a timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with
the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral
Custodian’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely
information received by it, or other failure on the part of any such other party to comply with the terms hereof.


 


(m)      The
Collateral Custodian shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer
of the Collateral Custodian.


 


(n)       The
Collateral Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder, including with
respect to any foreign exchange transaction, either directly or, by or through agents or attorneys, and the Collateral Custodian
shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care
by it. Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will
be liable to the Collateral Manager, Borrower or any other Person, except by reason of acts or omissions by the Collateral Custodian
constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Collateral Custodian’s duties
hereunder. The Collateral Custodian shall in no event have any liability for the actions or omissions of the Borrower, the Collateral
Manager, the Administrative Agent, 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 Borrower,
the Collateral Manager, the Administrative Agent, or another Person except to the extent that such inaccuracies or errors are
caused by the Collateral Custodian’s own bad faith, willful misfeasance, gross negligence or reckless disregard of its duties
hereunder.


 


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(o)       It
is understood and agreed that any foreign exchange transaction effected by the Collateral Custodian acting at the direction of
the Administrative Agent, the Borrower or the Collateral Manager may be entered with Wells Fargo Bank, N.A. or its affiliates
acting as principal or otherwise through customary banking channels. The Collateral Custodian shall be entitled at all times to
comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions. Each party hereto acknowledges
that the Collateral Custodian or any affiliates of the Collateral Custodian involved in any such foreign exchange transactions
may make a margin or banking income from foreign exchange transactions entered into pursuant to this section for which they shall
not be required to account to the Borrower, the Administrative Agent or the Collateral Manager. All risk and expense incident
to such conversion is the responsibility of the Borrower, the Administrative Agent or the Collateral Manager. Neither the Collateral
Custodian nor the Collateral Administrator, shall have (x) responsibility for fluctuations in exchange rates affecting any collections
or conversion thereof and (y) to the extent it complies with the instructions provided by the respective party, liability for
any losses incurred or resulting from the rates obtained in such foreign exchange transactions.


 


Section
7.7       Resignation of the Collateral Custodian.


 


The
Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) ninety (90) days written
notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, or (b) the Collateral Custodian’s determination
that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable
action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law.
Any such determination permitting the resignation of the Collateral Custodian shall be evidenced as to clause (i) above by an
Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor
Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian hereunder. In the case
of a resignation of the Collateral Custodian, if no successor custodian shall have been appointed and an instrument of acceptance
by a successor custodian shall not have been delivered to the Collateral Custodian within ninety (90) days after the giving of
such notice of resignation, the Collateral Custodian may petition any court of competent jurisdiction for the appointment of a
successor custodian.


 


Section
7.8       Release of Documents.


 


(a)       Release
for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Collateral
Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent) to, and shall, upon
written receipt from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit
E, release to the Borrower within two (2) 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 Administrative Agent on behalf of the Secured Parties, in accordance with the terms
of this Agreement. The Borrower shall return to the Collateral 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
enforcement or servicing no longer exists, unless the Loan shall be liquidated or sold, in which case, upon receipt of an additional
request for release of documents and receipt certifying such liquidation or sale from the Borrower to the Collateral Custodian
in the form annexed hereto as Exhibit E, the Collateral Manager’s request and receipt submitted pursuant to the first
sentence of this subsection shall be released by the Collateral Custodian to the Borrower.


 


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(b)       Release
for Payment. Upon receipt by the Collateral Custodian of the Collateral Manager’s request for release of documents and
receipt in the form annexed hereto as Exhibit E (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 Collateral Custodian shall promptly release the related Required Loan Documents to the Borrower.


 


(c)       Limitation
on Release. During the occurrence and continuance of an Event of Default, the foregoing provision with respect to the release
to the Borrower of the Required Loan Documents and documents by the Collateral Custodian upon request by the Collateral Manager
shall be operative only to the extent that the Administrative Agent have consented to such release. Promptly after delivery to
the Collateral Custodian of any request for release of documents, the Collateral Manager shall provide notice of the same to the
Administrative Agent.


 


(d)       Shipment
of Required Loan Documents. Written instructions as to the method of shipment and shipper(s) the Collateral Custodian is directed
to utilize in connection with the transmission of Required Loan Documents in the performance of the Collateral Custodian’s
duties hereunder shall be delivered by the Borrower, the Collateral Manager or the Administrative Agent to the Collateral Custodian
prior to any shipment of any Underlying Instruments hereunder. The Collateral Manager shall arrange for the provision of such
services at the cost and expense of the Borrower (or, at the Collateral Custodian’s option, the Borrower shall reimburse
the Collateral Custodian for all reasonable and documented costs and expenses of the Collateral Custodian consistent with such
instructions) and shall maintain such insurance against loss or damage to the Underlying Instruments as the Collateral Manager
deems appropriate.


 


Section
7.9       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 Collateral Custodian return each Required Loan Document (as applicable), respectively (a) delivered to the Collateral
Custodian in error, (b) as to which the lien on the Underlying Asset has been so released pursuant to Section 8.2, (c)
that has been the subject of a Discretionary Sale or Substitution pursuant to Section 2.14 or (d) that is required to be
redelivered to the Borrower in connection with the termination of this Agreement, in each case by submitting to the Collateral
Custodian and the Administrative Agent a written request in the form of Exhibit E hereto (signed by both the Borrower and
the Administrative Agent) specifying the Collateral 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 Collateral 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 two (2) Business Days, return the Underlying Instruments so requested to the Borrower.


 


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Section
7.10     Access to Certain Documentation and Information Regarding the Collateral; Audits.


 


(a)       The
Collateral Manager, the Borrower and the Collateral Custodian shall, at the Borrower’s expense, provide to the Administrative
Agent access to the Underlying Instruments and all other documentation regarding the Collateral including in such cases where
the Administrative 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 (i) upon
two (2) Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s
and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent
may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable
efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time
at the discretion of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s collection and
administration of the Collateral in order to assess compliance by the Collateral Manager with ARTICLE VI and may conduct
an audit of the Collateral, and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope
and shall be completed in a reasonable period of time. The fees and expenses of the Collateral Custodian incurred under this Section
7.10 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and is continuing, the Borrower
shall be responsible for all costs and expenses for only one such visit per fiscal year.


 


(b)       Without
limiting the foregoing provisions of Section 7.10(a), from time to time on request of the Administrative Agent, the Collateral
Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct
a review of the Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal
year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting
Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless
of frequency, shall be at the expense of the Borrower.


 


Section
7.11     Designation of Collateral Administrator.


 


(a)       Initial
Collateral Administrator. The role of Collateral Administrator with respect to the Underlying Instruments shall be conducted
by the Person designated as Collateral Administrator hereunder from time to time in accordance with this Section 7.11.
Until the Administrative Agent shall give to Wells Fargo Bank, N.A. a Collateral Administrator Termination Notice, Wells Fargo
Bank, N.A. is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral
Administrator pursuant to the terms hereof and the Collateral Administration Agreement.


 


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(b)       Successor
Collateral Administrator. Upon the Collateral Administrator’s receipt of a Collateral Administrator Termination Notice
from the Administrative Agent of the designation of a successor Collateral Administrator pursuant to the provisions of Section
7.15, the Collateral Administrator agrees that it will terminate its activities as Collateral Administrator hereunder.


 


Section
7.12     Appointment of Collateral Administrator.


 


Each
of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Administrator to act as its agent and
hereby authorizes the Collateral Administrator to take such actions on its behalf and to exercise such powers and perform such
duties as are expressly granted to the Collateral Administrator by this Agreement. The Collateral Administrator hereby accepts
such agency appointment to act as Collateral Administrator pursuant to the terms of this Agreement, until its resignation or removal
as Collateral Administrator pursuant to the terms hereof.


 


Section
7.13     Merger or Consolidation.


 


Any
Person (i) into which the Collateral Custodian or Collateral Administrator may be merged or consolidated, (ii) that may result
from any merger or consolidation to which the Collateral Custodian or Collateral Administrator shall be a party, or (iii) that
may succeed to the properties and assets of the Collateral Custodian or Collateral Administrator substantially as a whole, which
Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of Collateral Custodian or
Collateral Administrator hereunder, shall be the successor to the Collateral Custodian or Collateral Administrator under this
Agreement without further act of any of the parties to this Agreement.


 


Section
7.14     Reserved.


 


Section
7.15     Collateral Administrator Removal.


 


The
Collateral Administrator may be removed, with or without cause, by the Administrative Agent (with the Borrower’s consent,
which consent is not to be unreasonably withheld, delayed or conditioned) by notice given in writing to the Collateral Administrator
(the “Collateral Administrator Termination Notice”); provided that notwithstanding its receipt of a
Collateral Administrator Termination Notice, the Collateral Administrator shall continue to act in such capacity until a successor
Collateral Administrator has been appointed and has agreed to act as Collateral Administrator hereunder.


 


Section
7.16     Limitation on Liability.


 


(a)       The
Collateral Administrator 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 Administrator may rely conclusively on and shall be fully protected
in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions
of the Administrative Agent.


 


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(b)       The
Collateral Administrator 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
Collateral Administrator 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,
notwithstanding anything to the contrary contained herein, in the case of its willful misconduct, or grossly negligent performance
or omission of its duties.


 


(d)       The
Collateral Administrator 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, and will not be required to and will not make any representations as to the validity or value (except as expressly
set forth in this Agreement) of any of the Collateral. The Collateral Administrator 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 Administrator shall have no duties or responsibilities except such duties and responsibilities as are specifically
set forth in this Agreement and the Collateral Administration Agreement and no covenants or obligations shall be implied in this
Agreement against the Collateral Administrator.


 


(f)       The
Collateral Administrator 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 Administrator is not guaranteeing performance of or assuming any liability
for the obligations of the other parties hereto or any parties to the Collateral.


 


(h)       The
Collateral Administrator shall have no obligation to supervise, verify, monitor or administer the performance of the Collateral
Manager or the Borrower and shall have no liability for any action taken or omitted by the Collateral Manager (including any successor
to the Collateral Manager or the Borrower. The Collateral Administrator may act through its agents, attorneys and custodians in
performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Collateral
Administrator will be liable for any acts or omissions of any such agents, attorneys or custodians acting for and on behalf of
the Collateral Administrator. Neither the Collateral Administrator nor any of its officers, directors, employees or agents shall
be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other
than damages or expenses that result from the gross negligence or willful misconduct of it or them or the failure to perform materially
in accordance with this Agreement.


 


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(i)      
 In addition to those set forth herein, the Collateral Administrator shall be entitled to each of the rights,
protections, immunities and indemnities set forth in the Collateral Administration Agreement.


 


Section
7.17     Resignation of the Collateral Administrator.


 


(a)       The
Collateral Administrator shall not resign from the obligations and duties hereby imposed on it except upon (a) ninety (90) days
written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, or (b) the Collateral Administrator’s
determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there
is no reasonable action that the Collateral Administrator could take to make the performance of its duties hereunder permissible
under Applicable Law. Any such determination permitting the resignation of the Collateral Administrator shall be evidenced as
to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become
effective until a successor Collateral Administrator shall have assumed the responsibilities and obligations of the Collateral
Administrator hereunder. Upon the resignation of the Collateral Administrator, the Administrative Agent shall appoint a successor
Collateral Administrator and if it does not do so within thirty (30) days of the Collateral Administrator’s resignation,
the Borrower may so appoint the successor and if it does not do so within sixty (60) days of the Collateral Administrator’s
resignation, Collateral Administrator may petition a court of competent jurisdiction for the appointment of a successor.


 


(b)       Upon
ninety (90) days prior written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender, the Collateral
Administrator will have the right to assign its obligations hereunder with the prior written consent of the Administrative Agent
and the Borrower, which consents shall not be unreasonably withheld, provided, that such assignment must be to a Person
that is a nationally reputable Collateral Administrator with experience providing services of the type that Collateral Administrator
is obligated to provide hereunder and with respect to loans of the type represented by the Loans. In addition, the Collateral
Administrator may execute any of its duties under this Agreement by or through agents; provided that the Collateral Administrator
shall remain primarily liable for the due performance of its duties hereunder.


 


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ARTICLE
VIII



SECURITY INTEREST


 


Section
8.1       Grant of Security Interest.


 


(a)       This
Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders
to the Borrower under Applicable Law. For such purpose, the Borrower hereby transfers, conveys, assigns and grants as of the Effective
Date to the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in all of the Borrower’s
right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all
Accounts, General Intangibles, Instruments and Investment Property and any and all other property of any type or nature owned
by it (the “Collateral”), including but not limited to:







 


(i)     
  all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all
contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity
Securities;


 


(ii)       the
Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein;


 


(iii)      all
Transaction Documents to which the Borrower is a party;


 


(iv)      all
funds delivered to the Collateral Custodian (directly or through a bailee);


 


(v)       all
Collections, rights in Underlying Assets and Underlying Instruments, Insurance Policies, all Required Loan Documents and related
records and assets; and


 


(vi)      all
accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of
and to any of the property of the Borrower described in the preceding clauses;


 


in
each case, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, to secure
the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise,
of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document, whether now
or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including all Obligations. Notwithstanding
any of the other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in
(A) any Excluded Amounts, (B) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the
Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan, and (C) any property
to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or
requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, provided that (x) immediately
at such time as the prohibition shall no longer be applicable, such security interest shall attached immediately to such assets
and (y) the Collateral includes any Proceeds of any such assets. The powers conferred on the Administrative Agent and the other
Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests
in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers.
Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result
of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible
to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. If the Borrower
fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any
obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The expenses
of the Administrative Agent incurred in connection with such performance or compliance, together with interest thereon at the
rate per annum applicable to Advances, shall be payable by the Borrower to the Administrative Agent on demand and shall
constitute Obligations secured hereby.


 


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(b)       The
grant of a security interest under this Section 8.1 does not constitute and is not intended to result in a creation or
an assumption by the Administrative Agent or any of the other Secured Parties of any obligation of the Borrower or any other Person
in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the
contrary notwithstanding, (i) the Borrower shall remain liable under any applicable Collateral 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, (ii) the
exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release
the Borrower from any of its duties or obligations under any applicable Collateral, and (iii) none of the Administrative Agent
or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall
the Administrative Agent or any other Secured Party 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.


 


(c)       Notwithstanding
anything to the contrary, the Borrower, the Collateral Manager, the Administrative Agent, the Collateral Custodian, the Collateral
Administrator and each Lender hereby agree to treat, and to cause each of their respective Affiliates to treat, each Note as indebtedness
for purposes of United States federal and state income tax or state franchise tax to the extent permitted by Applicable Law and
shall file its tax returns or reports, or cause its Affiliates to file such tax returns or reports, in a manner consistent with
such treatment.


 


Section
8.2       Release of Lien on Collateral.


 


The
Lien created pursuant to this Agreement shall be automatically released with upon the occurrence of the following: (i) any Collateral
expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection
Account, (ii) such Loan has been the subject of a Discretionary Sale, Substitution or a sale of a Warranty Loan pursuant to Section
2.14 or (iii) this Agreement terminates in accordance with Section 12.6. In connection with any sale of such Collateral,
the Administrative Agent, as agent for the Secured Parties, will after the deposit by the Collateral Manager of the Proceeds of
such sale into the Collection Account, at the sole expense of the Borrower, execute and deliver to the Borrower any assignments,
bills of sale, termination statements and any other releases and instruments as the Borrower may reasonably request in order to
effect the release and transfer of such Collateral; provided that, the Administrative Agent, as agent for the Secured Parties,
will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale
or transfer and assignment. Nothing in this section shall diminish the Borrower’s or the Collateral Manager’s obligations
pursuant to Section 2(e) of the Collateral Management Agreement with respect to the Proceeds of any such sale.


 


Section
8.3       Remedies.


 


Upon
the occurrence of an Event of Default, the Administrative Agent and Secured Parties shall have, with respect to the Collateral
granted pursuant to Section 8.1, and in addition to all other rights and remedies available to the Administrative Agent
and Secured Parties under this Agreement or other Applicable Law, all rights and remedies set forth in Section 9.2.


 


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Section
8.4       Waiver of Certain Laws.


 


The
Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it 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 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 or any part thereof, or the final and absolute putting into possession
thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim
through or under it, 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 marshaled upon any such sale, and agrees that the
Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the
Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.


 


Section
8.5       Power of Attorney.


 


The
Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in
its name, place and stead and at the Borrower’s expense, in connection with the enforcement of the rights and remedies provided
for (and subject to the terms and conditions set forth) in this Agreement during the continuance of an Event of Default, including
the following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make
all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (c) 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 (d) to sign any agreements, orders or other documents in order to enforce any and all right
hereunder or pursuant to any Transaction Document, including, without limitation, Section 9 of the Collateral Management Agreement.
Nevertheless, if so requested by the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition
by executing and delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and
other instruments as may be designated in any such request.


 


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ARTICLE
IX



EVENTS OF DEFAULT


 


Section
9.1       Events of Default.


 


The
following events shall be Events of Default (“Events of Default”) hereunder:







 


(a)       any
failure by the Borrower to pay any principal when due (including on the Termination Date);


 


(b)       any
failure by the Borrower to pay all accrued and unpaid Interest and Non-Usage Fees on any Payment Date and such failure shall continue
unremedied for a period of three (3) Business Days; provided only that if such failure to pay is due to administrative
error or omission, such failure to pay shall constitute an Event of Default if not cured within three (3) Business Days after
the agent responsible for such error or omission receives written notice or has actual knowledge of such error or omission and
so notifies the Borrower, or the Borrower or the Transferor has actual knowledge of such administrative error or omission; or


 


(c)       the
Borrower fails to make any payments not addressed by Section 9.1(a) through (b) or when due under the Transaction
Documents and the same continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which
written notice of such failure shall have been given to the Borrower and (ii) the date on which the Borrower acquires knowledge
thereof; or


 


(d)       the
failure on the part of the Borrower to observe or perform the covenants set forth in Sections 5.1(a), 5.1(b), 5.1(e),
5.1(f), 5.1(g), 5.1(h), 5.1(k), 5.1(n), 5.1(p), 5.1(v) or 5.2; provided,
that with respect to a failure on the part of the Borrower to observe or perform the covenant set forth in Section 5.1(n)(ii),
such failure shall not be an Event of Default hereunder if, (i) such Lien is released within five (5) Business Days after the
earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given
to the Borrower and (y) the date on which the Borrower acquires knowledge thereof, or (ii) a reserve has been established for
such Lien in accordance with GAAP and such Lien is being diligently contested in good faith by the Borrower (except to the extent
that the amount secure by such Lien exceeds $500,000); or


 


(e)       the
failure on the part of the Collateral Manager to (i) to make any payment, transfer or deposit into the Collection Account as required
by this Agreement or the Collateral Management Agreement, which failure continues unremedied for a period of three (3) Business
Days, (ii) make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other
obligations, which debt or other obligations are in excess of $2,000,000 in the aggregate, or the occurrence of any event or condition
that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived, (iii) to deliver on behalf
of the Borrower any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such report
is required to be made or given, as the case may be, under the terms of this Agreement, or (iv) duly observe or perform in any
material respect any material covenants or agreements of the Collateral Manager (other than those specifically addressed by a
separate Event of Default) set forth in any Transaction Document to which the Collateral Manager is a party (including any material
delegation of the Collateral Manager’s duties) and the same continues unremedied for a period of ten (10) days after the
earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given
to the Collateral Manager and (y) the date on which the Collateral Manager acquires knowledge thereof; or


 


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(f)   
    any failure on the part of any FS/KKR Party duly to observe or perform in any material respect any
other covenants or agreements of such FS/KKR Party (other than those specifically addressed by a separate Event of Default),
as applicable, set forth in this Agreement or the other Transaction Documents to which such FS/KKR Party is a party and the
same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of
(i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the
applicable FS/KKR Party and (ii) the date on which the applicable FS/KKR Party acquires knowledge thereof; or


 


(g)       the
occurrence of an Insolvency Event relating to the Borrower or the Collateral Manager; or


 


(h)       the
occurrence of a Change of Control; or


 


(i)     
  the Collateral Manager Bylaws shall fail to be in full force and effect or shall have been amended in a manner
that materially and adversely effects the interests of the Administrative Agent and the Lenders, as determined in the
reasonable judgement of the Collateral Manager, without the prior written consent of the Administrative Agent (for the
avoidance of doubt, it shall not be an Event of Default if the Collateral Manager Bylaws cease to be in full force and effect
as a result of the Collateral Manager entering into a merger, consolidation or amalgamation with or into a Permitted BDC so
long as the constitutional documents of such Permitted BDC or any other successor entity formed by or surviving such merger,
consolidation or amalgamation shall not prejudice the interests of the Administrative Agent and the Lenders in a manner that
is adverse and material to such interests);


 


(j)      
 the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction
against any FS/KKR Party for the payment of money in excess individually or in the aggregate of $1,000,000 (in the case of
the Borrower), the lesser of (x) three percent 3% of the net asset value of such Person or (y) $5,000,000 (in the case of the
Collateral Manager), and the Borrower, the Collateral Manager or the Transferor, as applicable, shall not have within thirty
(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 cause the execution of same to be stayed during
the pendency of the appeal; or


 


(k)       the
Borrower shall assign or attempt to assign any of its rights, obligations or duties under this Agreement without the prior written
consent of the Administrative Agent (such consent to be provided) in the sole and absolute discretion of the Administrative Agent;
or


 


(l)   
    failure to pay, on the Termination Date, the outstanding principal of all Advances Outstanding, and
all Interest and all fees accrued and unpaid thereon together with all other Obligations; or


 


(m)      [reserved];
or


 


(n)       the
Borrower shall fail to qualify as a bankruptcy-remote entity based upon the criteria set forth in Section 4.1(t), such
that Clifford Chance US LLP or another law firm reasonably acceptable to the Administrative Agent could no longer render a customary
non-consolidation opinion with respect thereto; or


 


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(o)       any
Transaction Document, or any material portion of a Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any FS/KKR
Party party thereto, or


 


(p)       any
FS/KKR Party 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


 


(q)       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 (subject only to the Permitted Liens described in clauses (a), (d) or (f) of
the definition of “Permitted Liens”) except as otherwise expressly permitted to be released in accordance with the
applicable Transaction Document; or


 


(r)     
  the existence of a Borrowing Base Deficiency which continues unremedied for three (3) Business Days;
or


 


(s)       the
Borrower or the Collateral Manager shall become required to register as an “investment company” within the meaning
of the 1940 Act; or


 


(t)   
    the IRS or any other Governmental Authority shall file notice of a lien pursuant to Section 6323 of
the Code with regard to any assets of the Borrower, or the Pension Benefit Guaranty Corporation shall file notice of a lien
pursuant to Section 4068 of ERISA with regard to any assets of the Borrower and such lien shall not have been released within
five (5) Business Days, unless in each case, a reserve has been established therefor in accordance with GAAP and such lien is
being diligently contested in good faith by the Borrower (except to the extent that the amount secure by such lien exceeds
$500,000); or


 


(u)       any
representation, warranty or certification made by any FS/KKR Party in any Transaction Document or in any certificate delivered
pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made (except
for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which
representations and warranties shall be true in all respects) and the same continues unremedied for a period of thirty (30) days
(if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring
the same to be remedied shall have been given to such FS/KKR Party and (ii) the date on which such FS/KKR Party acquires knowledge
thereof; or


 


(v)       [reserved];
or


 


(w)       [reserved];
or


 


(x)       the
Collateral Manager agrees to or otherwise permits to occur any change in the Collateral Manager Standard or its investment strategy
as identified in Section 5.1(h)(ii) that could, individually or in the aggregate, reasonably be expected to adversely affect
the interests of Administrative Agent or any Lender without the prior written consent of the Administrative Agent; provided
that no consent shall be required from the Administrative Agent in connection with any change mandated by Applicable Law or
a Governmental Authority as evidenced by an Opinion of Counsel to that effect delivered to the Administrative Agent; or


 


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(y)       a
failure of the Investment Advisor to maintain at least $1,000,000,000 of assets under management (measured on the last day of
any fiscal quarter of Collateral Manager and measured, for purposes of this Agreement, to include all assets of the Investment
Advisor); or


 


(z)       any
of the following events occur with respect to the Collateral Manager:


 


(i)       a
finding by any court or governmental body of competent jurisdiction in a final, non-appealable judgment, or an admission by it
in a settlement of any lawsuit, that it has committed fraud, willful misconduct, or a material violation of applicable securities
laws, in each case which has a material adverse effect on the business of Collateral Manager;


 


(ii)       
 a conviction of, or plea of guilty or nolo contendere by the senior officers of the Collateral Manager in respect of a felony
in connection with any activity of any FS/KKR Party or any of its Subsidiaries or Affiliates; or


 


(iii)       
the Administrative Agent otherwise has the right to direct that actions of the Collateral Manager pursuant to Section 9 of
the Collateral Management Agreement; or


 


(aa) (i)(A)
the Investment Advisory Agreement is modified or amended, or (B) any material duties or obligations of the Investment Advisor
(or any of its permitted assigns) thereunder are waived, in either case, in a manner that materially adversely affects any Secured
Party without the prior written consent of the Administrative Agent, (ii) the Investment Advisory Agreement is assigned, or any
material duties or obligations of the Investment Advisor (or any of its permitted assigns) thereunder are waived, without giving
the Administrative Agent at least ten (10) Business Days prior written notice, or (iii) any party to the Investment Advisory Agreement
shall be in material breach of any of its representations, warranties, agreements and/or covenants thereunder, except as a result
of insufficient funds being available to make any payments pursuant to Section 2.7.


 


Section
9.2       Remedies.


 


(a)       Upon
the occurrence of an Event of Default, the Administrative Agent may, or, at the direction of the Required Lenders shall, by notice
to the Borrower (with a copy to the Collateral Custodian and Collateral Administrator, it being agreed that the failure to give
such notice shall not impair the rights of the Administrative Agent or the Lenders hereunder), declare (i) the Termination Date
to have occurred and the Notes and all other Obligations 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) or (ii) the Revolving Period End Date to have occurred;
provided that in the case of any event involving the Borrower described in Section 9.1(g), the Notes and all other
Obligations shall be immediately due and payable in full (without presentment, demand, notice of any kind, all of which are hereby
expressly, waived by the Borrower) and the Termination Date shall be deemed to have occurred automatically upon the occurrence
of any such event. The Administrative Agent shall forward a copy of any notice delivered to the Borrower pursuant to this Section
9.2(a) to the Lenders.


 


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(b)       On
and after the declaration or occurrence of the Termination Date, the Administrative Agent, for the benefit of the Secured Parties,
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 each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. The Borrower hereby
agrees that it will, at the Borrower’s expense and at the direction of the Administrative Agent, forthwith, (i) assemble
all or any part of the Loans as directed by the Administrative Agent and make the same available to the Administrative Agent at
a place to be designated by the Administrative Agent and (ii) subject to the limitations set forth in Section 9.2(c), without
notice except as specified below, sell the Loans or any part thereof upon such terms, in such lots, to such buyers, and according
to such other instructions as the Administrative Agent may deem commercially reasonable; provided that, notwithstanding
anything to the contrary set forth herein, the Administrative Agent will not cause or direct the sale of any Loans or other Collateral
on and after the declaration or occurrence of the Termination Date unless either (i) the Administrative Agent determines that
the anticipated proceeds of a sale or liquidation of all or any portion of the Collateral (after deducting the reasonable expenses
of such sale or liquidation) would be sufficient to discharge in full the Obligations (or in the case of a sale of less than all
of the Collateral, an amount sufficient to discharge the amount of the Obligations attributable to such portion of the Collateral);
or (ii) the Required Lenders direct such sale and liquidation. The Borrower agrees that, to the extent notice of sale shall be
required by law, ten (10) days’ notice to the Borrower of any sale hereunder shall constitute reasonable notification. All
cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all
or any part of the Loans (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection
Account and to be applied pursuant to Section 2.8. The occurrence of a Termination Date as defined in clauses (a) through
(c), inclusive, of the definition of “Termination Date” shall constitute a Termination Date for the purposes of this
Section 9.2.


 


(c)       (i)
If the Administrative Agent elects, subject to clause (b) above, to sell the Collateral in whole, but not in part, at a
public or private sale, the Borrower may exercise its right of first refusal to repurchase the Collateral, in whole but not
in part, prior to such sale at a purchase price that is not less than the amount of the Obligations as of the date of such
proposed sale. The Borrower’s right of first refusal shall terminate not later than 4:00 p.m. (New York City Time) on
the tenth Business Day following the Business Day on which the Borrower receives notice of the Administrative Agent’s
election to sell such Collateral, such notice to attach copies of all Eligible Bids received by the Administrative Agent in
respect of such Collateral.


 


(ii)          If
the Borrower elects not to exercise its right of first refusal as provided in clause (i) above, the Administrative Agent shall
sell such Collateral or portion thereof for a purchase price equal to the highest of the Eligible Bids then received. Any determination
of the highest Eligible Bid shall only consider bids for the same parcels of the Collateral.


 


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(iii)         It
is understood that the Borrower may submit its bid for the Collateral as a combined bid with the bids of other members of a group
of bidders, and shall have the right to find bidders to bid on the Collateral or any portion thereof.


 


(iv)        It
is understood that the Borrower’s right of first refusal shall apply to each proposed sale of the same parcel of the Collateral.


 


(d)       Notwithstanding
anything to the contrary contained herein, the exercise by the Administrative Agent or the Secured Parties of their rights hereunder,
shall not release the Transferor or the Borrower from any of their duties or responsibilities with respect to the Collateral except
to the extent expressly provided herein. The Secured Parties, the Administrative Agent, the Collateral Administrator, the Collateral
Custodian shall not have any obligation or liability with respect to any Collateral, other than to use reasonable care in the
custody and preservation of collateral in such party’s possession, nor shall any of them be obligated to perform any of
the obligations of the Borrower or the Transferor hereunder.


 


ARTICLE
X



INDEMNIFICATION


 


Section
10.1     Indemnities by the Borrower.


 


(a)       Without
limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify
the Administrative Agent, the Collateral Custodian, the Collateral Administrator, the Securities Intermediary, the Secured Parties,
the Lenders and each of their respective assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified
Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs
and expenses, including reasonable attorneys’ fees and disbursements (limited to one primary counsel and such other local
or special counsel as may be necessary) (all of the foregoing being collectively referred to as the “Indemnified Amounts”)
awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them
arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in
the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from gross negligence or willful misconduct
on the part of any Indemnified Party. If the Borrower has made any indemnity payment pursuant to this Section 10.1 and
Section 10.3 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments
from others in respect of such Indemnified Amounts then, the recipient shall repay to the Borrower an amount equal to the amount
it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Borrower shall indemnify
each Indemnified Party for Indemnified Amounts (except to the extent resulting from gross negligence or willful misconduct on
the part of such Indemnified Party) relating to or resulting from:


 


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(i)       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 other Transaction Document, which shall have been false or incorrect in any material
respect when made or deemed made or delivered;


 


(ii)      the
failure of any Loan acquired on the Effective Date to be an Eligible Loan as of the Effective Date and the failure of any Loan
acquired after the Effective Date to be an Eligible Loan on the related Funding Date;


 


(iii)     the
failure by the Borrower or the Collateral Manager to comply with any term, provision or covenant contained in this Agreement or
any agreement executed in connection with this Agreement, or with any Applicable Law, with respect to any Collateral or the nonconformity
of any Collateral with any such Applicable Law;


 


(iv)    the
failure to vest and maintain vested in the Administrative Agent, as agent for the Secured Parties, an undivided interest in the
Collateral, together with all Collections, free and clear of any Lien (other than a Permitted Lien) whether existing at the time
of any Advance or at any time thereafter;


 


(v)     [reserved];


 


(vi)     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 Collateral, whether at the time of any
Advance or at any subsequent time;


 


(vii)   any
dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect
to any Collateral (including a defense based on the Collateral not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services
related to such Collateral or the furnishing or failure to furnish such merchandise or services;


 


(viii)       any
failure of any FS/KKR Party to perform its duties or obligations in accordance with the provisions of this Agreement or any of
the other Transaction Documents to which it is a party or any failure by any FS/KKR Party or any Affiliate thereof to perform
its respective duties under any Collateral;


 


(ix)  
  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;


 


(x)   
 any action taken by the Borrower or the Collateral Manager in the enforcement or collection of any Collateral in breach of
the servicing and administration standards set forth in Article VI of this Agreement;


 


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(xi)  
 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 the Underlying Assets or services that are the subject of any
Collateral;


 


(xii)    the failure by the Borrower to pay when due any Taxes for which the Borrower is liable, including sales, excise or
personal property taxes payable in connection with the Collateral;


 


(xiii)   any
repayment by the Administrative Agent or another Secured Party of any amount previously distributed in repayment of Advances Outstanding
or payment of Interest or any other amount due hereunder, in each case, which amount the Administrative Agent or another Secured
Party believes in good faith is required to be repaid;


 


(xiv)   except
with respect to funds held in the Collection Account, the commingling of Collections on the Collateral at any time with other
funds;


 


(xv)    any
investigation, litigation or proceeding related to this Agreement or the use of proceeds of Advances or the security interest
in the Collateral;


 


(xvi)   any
failure by the Borrower to give reasonably equivalent value to the Transferor or to the applicable third party transferor, in
consideration for the transfer by the Transferor or such third party to the Borrower of any item of Collateral 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;


 


(xvii)  the
use of the proceeds of any Advance in a manner other than as provided in this Agreement and the Sale Agreement or any Third Party
Sale Agreement;


 


(xviii) the
failure of the Borrower or any of its agents or representatives to remit to the Collateral Manager or the Administrative Agent,
Collections on the Collateral remitted to the Borrower, the Collateral Manager or any such agent or representative as provided
in this Agreement; or


 


(xix)   the
failure of the Collateral Manager to satisfy its obligations under Section 4(a) of the Collateral Management Agreement.


 


(b)       Any
amounts subject to the indemnification provisions of this Section 10.1 shall be paid by the Borrower to the Indemnified
Party on the Payment Date following such Person’s demand therefor, accompanied by a reasonably detailed description in writing
of the related damage, loss, claim, liability and related costs and expenses.


 


(c)       If
for any reason the indemnification provided above in this Section 10.1 is unavailable to the Indemnified Party or is insufficient
to hold an Indemnified Party harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party
as a result of such loss, claim, damage or liability 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; provided that the Borrower shall not be required to contribute
in respect of any Indemnified Amounts excluded in Section 10.1(a).


 


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(d)       The
obligations of the Borrower under this Section 10.1 shall survive the resignation or removal of the Administrative Agent,
the Collateral Manager, the Collateral Custodian, the Securities Intermediary or the Collateral Administrator and the termination
of this Agreement.


 


Section
10.2     [Reserved].


 


Section
10.3     After-Tax Basis.


 


Indemnification
under Section 10.1, Section 2.12, and Section 12.9 shall be on an after-Tax basis to the extent not applicable
to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


ARTICLE
XI



THE ADMINISTRATIVE AGENT


 


Section
11.1 Appointment.


 


Each
Secured Party hereby appoints and authorizes the Administrative Agent as its agent and bailee for purposes of perfection pursuant
to the applicable UCC and hereby further authorizes the Administrative Agent to appoint additional agents and bailees (including
the Collateral Custodian) to act on its behalf and for the benefit of each of the Secured Parties. 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. In furtherance, and without limiting the generality, of the foregoing, each
Secured Party hereby appoints the Administrative Agent as its agent to execute and deliver all further instruments and documents,
and take all further action that the Administrative Agent may deem necessary or appropriate or that a Secured Party may reasonably
request 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 Administrative Agent
as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative
to all or any of the Collateral now existing or hereafter arising, and such other instruments or notices, as may be necessary
or appropriate for the purposes stated hereinabove. The Lenders may direct the Administrative Agent to take any such incidental
action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Administrative
Agent hereunder, the Administrative 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
Lenders; provided that 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, 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. In the event the
Administrative Agent requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not
receive a consent (either positive or negative) from such Person within ten (10) Business Days of such Person’s receipt
of such request, then such Lender shall be deemed to have declined to consent to the relevant action.


 


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The
Administrative Agent shall also act as the “collateral agent” under the Transaction Documents, and each of the Lenders
hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the FS/KKR Parties to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article
XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Transaction
Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled
to the benefits of all provisions of this Article XI and Articles X and XII (as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Transaction Documents) as if set forth in full herein
with respect thereto.


 


Section
11.2     Standard of Care; Exculpatory Provisions.


 


(a)       The
Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents,
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs.


 


(b)       The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction
Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


(i)       shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)     
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Transaction Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Transaction Document or Applicable Law; and


 


(iii)    shall
not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to
or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


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(c)       The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary) or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until notice describing such Default is given to the Administrative Agent by the Collateral Manager,
the Borrower or a Lender.


 


(d)       The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other
agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


Section
11.3     Administrative Agent’s Reliance, Etc.


 


Neither
the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it or them
as 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. Without limiting the foregoing, the Administrative Agent: (i) may consult with
legal counsel (including counsel for any FS/KKR Party with the consent of such counsel), 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
any statements, warranties or representations made by any other Person in or in connection with this Agreement; (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 any FS/KKR Party or to inspect the property (including the
books and records) of any FS/KKR Party; (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) may rely upon and 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,
or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining
compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of
a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent
shall have received notice to the contrary from such Lender prior to the making of such Advance.


 


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Section
11.4    Credit Decision with Respect to the Administrative Agent.


 


Each
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative
Agent’s 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 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.


 


Section
11.5     Indemnification of the Administrative Agent.


 


Each
Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably in accordance with
its Pro Rata Share from and against any and all 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; provided that, the Lenders shall not be liable
for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent’s gross negligence or willful misconduct. The payment of amounts under this Section
11.5 shall be on an after-Tax basis. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative
Agent, ratably in accordance with its Pro Rata Share 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 Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower.


 


Section
11.6     Successor Administrative Agent.


 


The
Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders. If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent
for the Lenders, with the approval of the Borrower at all times other than during the existence of a Default or an Event of Default
(which approval of the Borrower shall not be unreasonably withheld, conditioned or delayed). Upon the acceptance of its appointment
as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” means such successor
administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall
be terminated. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions
of this ARTICLE XI and Sections 12.9 and 12.11 shall continue to inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this Agreement.


 


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Section
11.7     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 Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facility as well as activities as Administrative Agent.


 


Section
11.8     Payments by the Administrative Agent.


 


Unless
specifically allocated to a specific Lender pursuant to the terms of this Agreement, all amounts received by the Administrative
Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders in accordance with their respective Pro
Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in accordance with their most recent
Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 noon (New
York City Time) on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts
to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later than the following Business
Day. The Administrative Agent shall pay amounts owing to each Lender in accordance with the written instructions delivered by
each such Lender to the Administrative Agent.


 


Section
11.9 Collateral Matters.


 


Each
of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(a)       to
release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties,
under any Transaction Document (i) upon the termination of the Commitment and payment in full of all Obligations (other than contingent
indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or
under any other Transaction Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 12.1;
and


 


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(b)       to
subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Transaction Document
to the holder of any other Lien on the Collateral.


 


Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items of property pursuant to this Section 11.9.
In each case as specified in this Section 11.9, the Administrative Agent will, at the Borrower’s expense, execute
and deliver to the applicable FS/KKR Party such documents as such FS/KKR Party may reasonably request to evidence the release
of such item of Collateral from the assignment and security interest granted under the Transaction Documents or to subordinate
its interest in such item, in each case in accordance with the terms of the Transaction Documents and this Section 11.9.


 


ARTICLE
XII



MISCELLANEOUS


 


Section
12.1     Amendments and Waivers.


 


Except
as provided in this Section 12.1, no amendment, waiver or other modification of any provision of this Agreement shall be
effective without the written agreement of the Borrower, the Administrative Agent and the Required Lenders; provided, that
no amendment, waiver or consent shall:


 


(a)       increase
the Commitment of any Lender or the amount of Advances of any Lender, in any case, without the written consent of such Lender;


 


(b)       waive,
extend or postpone any date fixed by this Agreement or any other Transaction Document for any payment or mandatory prepayment
of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the
Commitments hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely
affected thereby;


 


(c)       reduce
the principal of, or the rate of interest specified herein on, any Advance or Obligation, or any fees or other amounts payable
hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely affected thereby;


 


(d)       change
Section 2.7, 2.8 or any related definitions or provisions in a manner that would alter the order of application
of proceeds or would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each
Lender directly and adversely affected thereby;


 


(e)       change
any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;


 


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(f)       consent
to the assignment or transfer by any FS/KKR Party of such FS/KKR Party’s rights and obligations under any Transaction Document
to which it is a party (except as expressly permitted hereunder), in each case, without the written consent of each Lender;


 


(g)       make
any modification to the definition of (i) “Borrowing Base”, “Availability”, “Advance Rate”,
“Adjusted Borrowing Value”, “Dollar Equivalent” or “Excess Concentration Amount”, in each
case, which would have a material adverse effect on the calculation of the Borrowing Base or the Availability or (ii) “Eligible
Loan” in a manner that would reduce or make less restrictive the requirements for a Loan to be an Eligible Loan, in either
case without the written consent of each Lender;


 


(h)       release
all or substantially all of the Collateral or release any Transaction Document (other than as specifically permitted or contemplated
in this Agreement or the applicable Transaction Document) without the written consent of each Lender; or


 


(i)       provide
for any additional duties or obligations to be performed by the Collateral Custodian or the Collateral Administrator or modify
the rights of the Collateral Custodian or the Collateral Administrator hereunder in any manner materially adverse to the Collateral
Custodian or the Collateral Administrator without the written consent of the Collateral Custodian or the Collateral Administrator;


 


provided
further, that (i) any amendment of the Agreement that is solely for the purpose of adding a Lender or waiving, extending or
postponing any fee to the Administrative Agent may be effected without the written consent of any Lender and, at any time that
an Event of Default has occurred and is continuing, the Borrower, (ii) no such amendment, waiver or modification materially adversely
affecting the rights or obligations of the Collateral Custodian or the Collateral Administrator shall be effective without the
written agreement of such Person, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent, affect the rights or duties of the Administrative Agent under this Agreement or any other Transaction Document, (iv) any
amendment of the Agreement that a Lender is advised by its legal or financial advisors to be necessary or desirable in order to
avoid the consolidation of the Borrower with such Lender for accounting purposes may be effected without the written consent of
the Borrower or any other Lender and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of
the Transaction Documents (and such amendment shall become effective without any further action or consent of any other party
to any Transaction Document) if the Administrative Agent and the Borrower shall have jointly identified a facial error or any
error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such Lender.


 


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Section
12.2     Notices, Etc.


 


(a)       Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)      
if to the Borrower, the Collateral Manager, Ally Bank, Collateral Administrator, the Collateral Custodian, as set forth on Annex
A;


 


(ii)     
if to the Administrative Agent, to Ally Bank, , as set forth on Annex A;


 


(iii)    
if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)       Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail
and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that, the foregoing
shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that
it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that, approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement); provided that, if such
notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications
posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.


 


(c)       The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Syndicate Communications available to the
Lenders by posting such Syndicate Communications on the Platform. The Platform is provided by the Administrative Agent “as
is” and “as available”. The Agent Parties (defined below) do not warrant the accuracy or completeness of the
Syndicate Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Syndicate
Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for
a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent
Party in connection with the Syndicate Communications or the Platform. In no event shall the Administrative Agent or any of its
Affiliates (collectively, the “Agent Parties”) have any liability to the Borrower, any Lenders or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of
the Borrower’s or any Agent Party’s transmission or posting of Obligor materials through the Platform or via email,
except to the extent such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction
by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


 


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(d)       Notwithstanding
the foregoing, the Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have
personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such
Person’s securities. The Borrower hereby agrees that (i) all Syndicate Communications that are not to be made available
to Public Lenders shall be clearly and conspicuously marked “PRIVATE” which, at a minimum, shall mean that the word
“PRIVATE” shall appear prominently on the first page thereof; (ii) unless marking Syndicate Communications “PRIVATE”,
the Borrower shall be deemed to authorize the Administrative Agent and the Lenders to treat such Syndicate Communications as not
containing any material non-public information with respect to the Borrower or any Affiliate thereof or their respective securities
for purposes of United States Federal and state securities laws; (iii) unless marked “PRIVATE”, all Syndicate Communications
are permitted to be made available through the Platform; and (iv) the Administrative Agent shall be entitled to treat any Syndicate
Communications that are marked “PRIVATE” as being suitable only for posting on a portion of the Platform designated
as “Non-Public Information”.


 


Section
12.3    Ratable Payments.


 


If
any Secured Party, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing
to such Secured Party (other than payments received pursuant to Section 10.1) in a greater proportion than that received
by any other Secured Party, such Secured Party agrees, promptly upon demand, to purchase for cash without recourse or warranty
a portion of the Obligations held by the other Secured Parties so that after such purchase each Secured Party will hold its ratable
proportion of the Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such
Secured Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.


 


Section
12.4     No Waiver; Remedies.


 


No
failure on the part of the Administrative Agent, the Collateral Custodian, the Collateral Administrator or a Secured Party to
exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.


 


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Section
12.5     Binding Effect; Benefit of Agreement.


 


This
Agreement shall be binding upon and inure to the benefit of the FS/KKR Parties, the Administrative Agent, the Collateral Custodian,
the Collateral Administrator, the Secured Parties and their respective successors and permitted assigns. Each Indemnified Party
and each Indemnified Party shall be an express third party beneficiary of this Agreement.


 


Section
12.6     Term of this Agreement.


 


This
Agreement, including the Borrower’s representations and covenants set forth in Articles IV and V, create and
constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect
during the Covenant Compliance Period; 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 IV and V, the provisions, including the indemnification
and payment provisions, of Article X, Section 2.13, Section 12.9, Section 12.10 and Section 12.11,
shall be continuing and shall survive any termination of this Agreement.


 


Section
12.7     Governing Law; Jury Waiver.


 


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW 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
12.8     Consent to Jurisdiction; Waivers.


 


Each
of the Borrower, the Lenders, Collateral Custodian, the Collateral Administrator and the Administrative Agent hereby irrevocably
and unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to
which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction
of the courts of the State of New York sitting in New York City, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;


 


(b)       consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
forum and agrees not to plead or claim the same;


 


(c)       agrees
that service of process (other than with respect to the Collateral Custodian and Collateral Administrator) in any such action
or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to its address as provided in Section 12.2;


 


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(d)       agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and


 


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 12.8 any special, exemplary, punitive or consequential damages.


 


Section
12.9     Costs and Expenses.


 


(a)       In
addition to the rights of indemnification granted to the Indemnified Parties under ARTICLE X hereof, the Borrower agrees
to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Custodian, the Securities
Intermediary, the Collateral Administrator and the Secured Parties incurred in connection with the preparation, execution, delivery,
administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection
with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees
and out-of-pocket expenses of one primary counsel and such other local or special counsel as may be necessary for the Administrative
Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties with respect
thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral
Administrator and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents
to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and
expenses), incurred by the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator
or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered
hereunder or in connection herewith.


 


(b)       The
Borrower shall pay on the Payment Date following receipt of a request therefor, all other costs and expenses that have been invoiced
at least two (2) Business Days prior to such Payment Date and incurred by the Administrative Agent and the Secured Parties, in
each case in connection with periodic audits of the FS/KKR Parties’ books and records.


 


Section
12.10   No Proceedings.


 


(a)       Each
of the parties hereto (other than the Administrative Agent) hereby agrees that it will not institute against, or join any other
Person in instituting against, the Borrower any Insolvency Proceeding 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 end of the Covenant Compliance Period.


 


(b)       The
provisions of this Section 12.10 shall survive the termination hereof.


 


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Section
12.11   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, any Secured Party, or any FS/KKR Party as contained in this Agreement or any other agreement, instrument
or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate, stockholder,
member, officer, partner, employee, administrator, partner, organizer or director of the Administrative Agent, any Secured Party,
or any FS/KKR Party 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 the Administrative Agent, any Secured Party, or any
FS/KKR Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant
hereto or in connection herewith are, in each case, solely the corporate obligations of the Administrative Agent, any Secured
Party, or any FS/KKR Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent,
any Secured Party, any FS/KKR Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the
Administrative Agent, any Secured Party, or any FS/KKR Party under or by reason of any of the obligations, covenants or agreements
of the Administrative Agent, any Secured Party, or any FS/KKR Party contained in this Agreement or in any other such instruments,
documents or agreements, or that are implied therefrom, and that any and all personal liability of the Administrative Agent, any
Secured Party, or any FS/KKR Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner,
organizer or director of the Administrative Agent, any Secured Party or any FS/KKR Party, or any of them, for breaches by the
Administrative Agent, any Secured Party, or any FS/KKR Party of any such obligations, covenants or agreements, which liability
may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition
of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall
in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee
or director of any FS/KKR Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting
a felony by such Person.


 


(b)       Notwithstanding
any contrary provision set forth herein, no claim may be made by any FS/KKR Party or any other Person against the Administrative
Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special,
indirect, consequential 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 each FS/KKR Party 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 Loans is intended to be assumed by the Administrative Agent and the Secured
Parties under or as a result of this Agreement and the transactions contemplated hereby.


 


(d)       The
provisions of this Section 12.11 shall survive the termination of this Agreement.


 


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Section
12.12   Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.


 


(a)       [Reserved].


 


(b)       The
Borrower agrees that from time to time, at its expense, it will promptly authorize, execute and deliver all instruments and documents,
and take all actions, that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence
the security interest granted in the Collateral, or to enable the Administrative Agent or the Secured Parties to exercise and
enforce their rights and remedies hereunder or under any other Transaction Document.


 


(c)       If
the Borrower fails to perform any of its obligations hereunder, the Administrative Agent or any Secured Party may (but shall not
be required to) perform, or cause performance of, such obligation; and the Administrative Agent’s or such Secured Party’s
costs and expenses incurred in connection therewith shall be payable by the Borrower as provided in ARTICLE X. The Borrower
irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf
of the Borrower (i) to execute on behalf of the Borrower as debtor and 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, including those that describe the Collateral as “all assets,” or words of similar
effect, and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect
to the Collateral 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.
This appointment is coupled with an interest and is irrevocable.


 


(d)       Without
limiting the generality of the foregoing, the Borrower will, not earlier than six (6) months and not later than three (3) months
prior to the fifth anniversary of the date of filing of the financing statement referred to in Section 3.1(k) or any other
financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Covenant Compliance
Period shall have ended, authorize, execute and deliver and file or cause to be filed an appropriate continuation statement with
respect to such financing statement.


 


Section
12.13 Confidentiality.


 


(a)       Each
of the Administrative Agent, the Secured Parties, the Collateral Custodian, the Collateral Administrator and each FS/KKR Party
shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement and all information
with respect to the other parties, including all information regarding the business and beneficial ownership of the Borrower and
the Collateral Manager hereto and their respective businesses 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 external accountants, investigators, auditors, attorneys, investors, potential investors or other agents,
engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loans
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 Secured Parties, the
Collateral Custodian, the Collateral Administrator and the FS/KKR Parties 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 the Agreement, but not the financial terms thereof, (iii) disclose such information as is required by Applicable Law and (iv)
disclose the 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.
It is understood that the financial terms that may not be disclosed except in compliance with this Section 12.13(a) include
all fees and other pricing terms, and all Events of Default, and priority of payment provisions.


 


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(b)       Anything
herein to the contrary notwithstanding, each FS/KKR Party hereby consents to the disclosure of any nonpublic information with
respect to it (i) to the Administrative Agent, the Collateral Custodian, the Collateral Administrator or the Secured Parties by
each other, (ii) by the Administrative Agent, the Collateral Custodian, the Collateral Administrator and the Secured Parties to
any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential
in accordance with the terms hereof or (iii) by the Administrative Agent, and the Secured Parties to any Rating Agency, any commercial
paper dealer or other provider of a surety, guaranty or credit or liquidity enhancement to any Lender, 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 maintain the confidentiality thereof. In addition, the Secured Parties and the Administrative
Agent, 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)       Each
of the Administrative Agent, the Secured Parties, the Collateral Custodian and the Collateral Administrator agrees that (i) it
will keep the information of the Obligors confidential in the manner required by the applicable Underlying Instruments, (ii) it
will hold confidential any information provided to it by any FS/KKR Party in connection with a prospective Loan in the same manner
and pursuant to the same procedures and exceptions that it applies to confidential information delivered directly to it when acting
in the same capacity as it is acting under this Agreement, (iii) it will use any information described in clauses (i) and (ii)
above only in connection with this Agreement, and (iv) if (a) the applicable FS/KKR Party delivers information in connection with
a Loan or a prospective Loan that was prepared by a third party (other than the Obligor or any agent thereof), and (b) such third
party has entered into an agreement with the applicable FS/KKR Party restricting the ability of the applicable FS/KKR Party to
rely on such report, it will not have any direct rights against such third party (or the party which has engaged such third party)
unless otherwise expressly acknowledged and agreed to by such third party or engaging party.


 


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(d)       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; (ii) disclosure of any and all information (a) if required to do so by any applicable statute, law,
rule or regulation, (b) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects
of the Administrative Agent’s, the Secured Parties’, the Collateral Custodian’s, the Collateral Administrator’s
or the Borrower’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, the Secured
Parties, the Collateral Custodian, the Collateral Administrator or the Borrower 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 (including any potential sub-or-successor Collateral Manager), employee or attorney of the Collateral
Custodian or the Collateral Administrator having a need to know the same, provided that the Collateral Custodian or the
Collateral Administrator advises such recipient of the confidential nature of the information being disclosed and such person
agrees to the terms hereof for the benefit of the Borrower and the Collateral Manager; or (iii) any other disclosure authorized
by the Borrower or the Collateral Manager, as applicable.


 


(e)       Notwithstanding
any other provision of this Agreement, each FS/KKR Party shall each have the right to keep confidential from the Administrative
Agent and the Collateral Custodian, the Collateral Administrator and/or the Secured Parties, for such period of time as such FS/KKR
Party determines is reasonable (i) any information that any FS/KKR Party reasonably believes to be in the nature of trade secrets
and (ii) any other information that any FS/KKR Party or any of their Affiliates, or the officers, employees or directors of any
of the foregoing, is required to by law.


 


Section
12.14   Execution in Counterparts; Severability; Integration.


 


This
Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by
facsimile), 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. In case 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, the other Transaction
Documents and any agreements or letters (including fee letters) executed in connection herewith contain 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.


 


Section
12.15   Waiver of Setoff.


 


Each
of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time
to time against any Lender or its assets.


 


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Section
12.16   Assignments by the Lenders.


 


(a)       Each
Lender may at any time assign, or grant a security interest or sell a participation interest in or sell any Advance or Commitment
(or portion thereof) or any Note (or any portion thereof) to any Person; provided that, as applicable, (i) no transfer
of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer
is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance
with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs
(a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners
come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act
which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) so long as no Event of Default has
occurred or is continuing, no such assignment, grant or sale of a participation interest shall be to an Ineligible Assignee, (iii)
such Person shall have a long-term unsecured debt rating of “A” or better by S&P and “A3” or better
by Moody’s, (iv) in the case of an assignment of any Advance or Commitment (or any portion thereof) or of any Note (or of
any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent a
fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in
the form of Exhibit G hereto (a “Transferee Letter”), (v) the consent of the Administrative Agent shall
be required for any assignment, and (vi) so long as no Event of Default has occurred or is continuing, the consent of the Borrower
(such consent not to be unreasonably withheld or delayed and shall be deemed if no response is made by the Borrower within ten
(10) Business Days after delivery to Borrower of notice of a proposed assignment) shall be required for any assignment or participation,
other than an assignment or participation to a Lender, an Affiliate of a Lender or an Approved Fund. The parties to any such assignment,
grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording
in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or
delegate, or grant any interest in, or permit any Lien to (other than Permitted Liens) exist upon, any of the Borrower’s
rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding
anything contained in this Agreement to the contrary, (i) Ally Bank shall not need prior consent of the Borrower or any other
party hereto to consolidate with or merge into any Person or convey or transfer substantially all of its properties and assets,
including as part of such a transaction all or substantially all of its Advances, Commitments and Notes, to any Person, (ii) if
any Lender fails at any time to satisfy the Rating Criteria, and such failure has not been remedied within 30 days (as evidenced
by a certification to the Borrower, the Collateral Manager and the Administrative Agent including a letter from Moody’s,
S&P, and/or an equivalent rating agency, as the case maybe establishing the existence of the rating criteria), or (iii) if
any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant
to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its
entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent prior
to the occurrence of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set
forth in the first sentence of this Section 12.16(a). Assignments shall be subject to the following additional conditions:


 


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(1)      no
assignments shall be made to (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) any Defaulting
Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing
Persons described in this clause (y);


 


(2)      no
assignments shall be made to a natural person;


 


(3)     except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the assignment and assumption with respect to such assignment
is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;


 


(4)     each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one class of Commitments or Loans;


 


(5)      the
parties to each assignment shall execute and deliver to the Administrative Agent an assignment and assumption, together with a
processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared
between such Lenders; and


 


(6)      the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the
assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws, and containing payment instruction for such assignee.


 


(b)       The
Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its lending offices, a
copy of each transfer pursuant to Section 12.16(a) delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Advances as well as entitlements to interest owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its
rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee
in the Register. The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation interest shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each participant and the principal amounts (and stated interest) of each participant’s interest in the loans or other
obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating
to a participant’s interest hereunder) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in Registered form. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


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(c)       The
Collateral Custodian may, at any time, assign all or any part of its rights and obligations hereunder as Collateral Custodian;
provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing
business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate
trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination
by a United States federal or state banking authority, (v) have a long-term unsecured debt rating of at least “Baa1”
by Moody’s and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of
providing collateral custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably
acceptable to the Administrative Agent and prior to the occurrence of an Event of Default the Borrower; and provided, further,
that such assignment shall not be effective unless (i), prior to such assignment, Collateral Custodian shall have given ninety
(90) days written notice to the Borrower, Collateral Manager, Administrative Agent and each Lender describing such assignment
and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian, being assigned to it in writing.


 


Section
12.17   Heading and Exhibits.


 


The
headings herein are for 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
12.18   Effect of Benchmark Transition Event.


 


(a)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this
Agreement to replace the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event
will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment
to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection
to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will
become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice
that such Required Lenders accept such amendment. No replacement of the LIBOR Rate with a Benchmark Replacement pursuant to this
Section titled “Effect of Benchmark Transition Event” will occur prior to the applicable Benchmark Transition Start
Date.


 


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(b)       Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become
effective without any further action or consent of any other party to this Agreement.


 


(c)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of
(i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section titled “Effect of
Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section titled “Effect of Benchmark Transition Event.”


 


(d)       Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for an Advance for which Interest accrues at the LIBOR Rate, conversion to or continuation
of an Advance for which Interest accrues at the LIBOR Rate to be made, converted or continued during any Benchmark Unavailability
Period.


 


Section
12.19   Divisions.


 


Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer,
or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a
series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,
amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Notwithstanding
anything to the contrary in this Agreement, (i) any division of a limited liability company shall constitute a separate Person
hereunder, and each resulting division of any limited liability company that, prior to such division, is a Subsidiary, a Guarantor,
a FS/KKR Party, a joint venture or any other like term shall remain a Subsidiary, a FS/KKR Party, a joint venture, or other like
term, respectively, after giving effect to such division, to the extent required under this Agreement, and any resulting divisions
of such Persons shall remain subject to the same restrictions and corresponding exceptions applicable to the pre-division predecessor
of such divisions, and (ii) in no event shall Transferor or Borrower be permitted to effectuate a division.


 


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Section
12.20   Judgment Currency.


 


This
is an international loan transaction in which the specification of Dollars or Canadian Dollars, as the case may be (the “Specified
Currency”), and payment in New York City, New York or the country of the Specified Currency, as the case may be (the
“Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events
relating to Advances denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall
not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise,
to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal
banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose
of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency
(the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance
with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the
Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such
sum due from it to the Administrative Agent or any Lender hereunder or under any other Facility Document (in this Section called
an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment
be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be
due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer
to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby,
as a separate obligation and notwithstanding any such judgment (but subject to the provisions set forth in Article X, agrees
to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if
any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified
Currency so purchased and transferred.


 


[FS
Investment] Loan and Security Agreement



 






     -152-


     


    

 


ARTICLE
XIII



tax considerations


 


Section
13.1     Acknowledgement of Parties.







 


The
parties hereto acknowledge and agree that, for U.S. federal income tax purposes, financial accounting and other purposes, the
parties will treat the Advances and the Notes as indebtedness and not an equity interests in the Borrower unless otherwise required
by Applicable Law.


 


ARTICLE
XIV



[RESERVED]


 


[Remainder
of page intentionally left blank; signature pages follow.]


 


[FS
Investment] Loan and Security Agreement



 




     -153-


     


    



 


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.





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 /s/
    William Goebel	 
	 	Name: William Goebel	 
	 	Title: Chief Financial Officer	 







 





	 	Solely
with respect to Section 5.1(d), 5.1(k), 9.2(d) and 12.19:	 
	 	 	 	 
	 	TRANSFEROR:	 
	 	 	 
	 	FS
    Investment Corporation IV, as Transferor	 
	 	 	 	 
	 	By:	 /s/
    William Goebel	 
	 	Name: William Goebel	 
	 	Title: Chief Accounting Officer	 








 


[Signatures
continued on the following page.]


 





[Signature
Page] 


Loan
and Security Agreement


 












     


     


    

 


	 	 	 	 
	 	ADMINISTRATIVE
    AGENT AND ARRANGER:	 
	 	 	 
	 	ALLY
    BANK, as Administrative Agent and Arranger	 
	 	 	 	 
	 	By:	 /s/
    Riley Quinn	 
	 	 	Name:
    Riley Quinn	 
	 	 	Title:
    Authorized Signatory Ally CF	 
















	 	 	 	 
	 	LENDERS:	 
	 	 	 
	 	ALLY
    BANK, as a Lender	 
	 	 	 	 
	 	By:	 /s/
    Riley Quinn	 
	 	 	Name:
    Riley Quinn	 
	 	 	Title:
    Authorized Signatory Ally CF	 









 


[Signatures
continued on the following page.]


 








[Signature
Page] 


Loan
and Security Agreement


 





     


     


    

 





	 	 	 	 
	 	THE
    COLLATERAL CUSTODIAN:	 
	 	 	 
	 	Wells
    Fargo Bank, N.A., not in its individual capacity
    but solely as Collateral Custodian	 
	 	 	 	 
	 	By:	/s/
    Michael J. Baker	 
	 	 	Name:
    Michael J. Baker	 
	 	 	Title:
    Vice President	 













	 	 	 	 
	 	THE
    COLLATERAL ADMINISTRATOR:	 
	 	 	 
	 	Wells
    Fargo Bank, N.A., not in its individual capacity
    but solely as the Collateral Administrator	 
	 	 	 	 
	 	By:	/s/
    Michael J. Baker	 
	 	 	Name:
    Michael J. Baker	 
	 	 	Title:
    Vice President	 






 





[Signature
Page] 


Loan
and Security Agreement


 













     


     


    

Annex
A


 





If
to Borrower:


 


201
Rouse Boulevard


Philadelphia,
PA 19112


Attention:
William Goebel


Facsimile
No.: 215-222-4649


Email:
credit.notices@fsinvestments.com; FSICIV_Team@fsinvestments.com; 

portfolio_finance@fsinvestments.com


 


If
to Ally Bank:


 


ALLY
BANK 

3 Bethesda Metro Center


Suite
925


Bethesda,
MD 20814


Attn:
Keith Harris


Email:
Keith.Harris@Ally.com


 


with
a copy to:


 


	HOLLAND
                                         & KNIGHT LLP

        200
        Crescent Court, Suite 1600

        Dallas,
        TX 75201

        Attention:
        James L. Baker, Esq.

        Facsimile
        No.: (214) 964-9501

        Email:
        jay.baker@hklaw.com
	 







 





[Annex
A]


Loan
and Security Agreement




 




     


     


    

Annex
A


 


If
to the Collateral Custodian or Collateral Administrator:


 


Wells
Fargo Bank, N.A.


Corporate
Trust Services Division


‎9062
Old Annapolis Rd


Columbia,
MD 21045‎


Attn:
CDO Trust Services – Ambler Funding LLC


Telephone
No.: 410-884-2000‎


Facsimile
No.: 410-715-3748‎


 





[Annex
A]


Loan
and Security Agreement


 









     


     


    






 





Annex
B


 


COMMITMENTS


 


	Lender	Commitment
	Ally
    Bank	$200,000,000.00
	 	 
	Total:	$200,000,000.00



 





[Annex
B]


Loan
and Security Agreement


 








     


     


    

 


Agreement


 


EXHIBITS
AND SCHEDULES





TO





LOAN
AND SECURITY AGREEMENT


 


Dated
as of November 22, 2019


 


EXHIBITS


 


	EXHIBIT
    A-1	Form
    of Funding Notice
	EXHIBIT
    A-2	Form
    of Repayment Notice
	EXHIBIT
    A-3	Form
    of Reinvestment Notice
	EXHIBIT
    A-4	Form
    of Borrowing Base Certificate
	EXHIBIT
    A-5	[Reserved]
	EXHIBIT
    A-6	Form
    of Payment Date Report
	EXHIBIT
    A-7	Form
    of Static Pool Analysis
	EXHIBIT
    B	Form
    of Promissory Note
	EXHIBIT
    C	Form
    of Officer's Certificate as to Solvency
	EXHIBIT
    D	Form
    of Officer's Closing Certificate
	EXHIBIT
    E	Form
    of Release of Underlying Instruments
	EXHIBIT
    F	[Reserved]
	EXHIBIT
    G	Form
    of Transferee Letter
	EXHIBIT
    H	Form
    of Joinder Supplement
	EXHIBIT
    I	Form
                                         of Section 2.13 Certificate

	EXHIBIT
    J	Form
    of Collateral Custodian Certification
	EXHIBIT
    K	Form
    of Compliance Certificate


 


SCHEDULES


 


	SCHEDULE
    I	Loan
    Party Names
	SCHEDULE
    II	Loan
    List
	SCHEDULE
    III	[Reserved]
	SCHEDULE
    IV	Agreed-Upon
    Procedures
	SCHEDULE
    V	S&P
    Industry Classifications



 





[FS
Investment] Exhibits and Schedules to Loan and Security Agreement


 











     


     


    






 


●  
EXHIBIT A-1









 


FORM
OF FUNDING NOTICE


 


[Date]


 


AMBLER
FUNDING LLC


 





Ally
Bank,

as the Administrative Agent


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
SFD Portfolio Manager


Facsimile
No.: (212) 884-7693


 


with
a copy to:


 


Ally
Bank


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
Legal Services/SFD


Facsimile
No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


Wells
Fargo Bank, N.A.,


as
the Collateral Custodian


Corporate
Trust Services Division


9062
Old Annapolis Rd


Columbia,
MD 21045

Attention: CDO Trust Services – Ambler Funding LLC


Telephone
No.: (410) 884-2000


Facsimile
No.: (410) 715-3748










 


		Re:	Loan
                                         and Security Agreement dated as of [_______], 2019



 


Ladies
and Gentlemen:


 


This
Funding Notice is delivered to you pursuant to Sections 2.2 and 3.2 of that certain Loan and Security Agreement,
dated as of [_______], 2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan
and Security Agreement”), by and among Ambler Funding LLC, a Delaware limited liability company, as the borrower (in
such capacity, the “Borrower”), each of the lenders from time to time party thereto (together with its representatives,
successors and assigns in such capacity, each a “Lender” and collectively, the “Lenders”),
Ally Bank, as the administrative agent thereunder (together with its successors and assigns in such capacity, the “Administrative
Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together
with its successors and assigns in such capacity, the “Collateral Custodian”) and the collateral administrator
(together with its successors and assigns in such capacity, the “Collateral Administrator”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 





[FS
Investment] Exhibits and Schedules to Loan and Security Agreement









    Exhibit A-1


     


    

 


The
undersigned, through their duly appointed Responsible Officers, as applicable, hereby certify as follows:


 


The
Borrower hereby requests an Advance as described in the Notice of Borrowing attached hereto as Annex A. The Advance shall
be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed
Draw Loan, such lesser amount as may be required to fund such draw).


 


Attached
to this Funding Notice is a true, correct and complete list of the Obligors and all Loans which will become part of the Collateral
on the date hereof, each Loan reflected thereon being an Eligible Loan except to the extent a portion of any such Loan is being
acquired solely with equity contributions, and specifying (a) the Outstanding Balance, Assigned Value and Purchase Price of each
such Loan, (b) with respect to any Revolving Loan or Delayed Draw Loan, the amount to be deposited in the Unfunded Exposure Account
in connection with the acquisition of each such Loan pursuant to Section 2.9(e) of the Loan and Security Agreement, [(c)
whether such Loan is a First Lien Loan, First Lien Last Out Loan or Second Lien Loan and (d) the Advance Rate applicable to such
Loan.


 


All
of the conditions precedent to the Advance requested herein as set forth in Section 3.1 or Section 3.2, as applicable,
of the Loan and Security Agreement have been satisfied or will be satisfied to the date of such Advance, including the following:


 


		(i)	The
                                         representations and warranties contained in Section 4.1 and Section 4.2
                                         are true and correct in all material respects (except for such representations and warranties
                                         as are qualified by materiality, a Material Adverse Effect or any similar qualifier,
                                         which representations and warranties shall be true in all respects) on and as of such
                                         day as though made on and as of such day and shall be deemed to have been made on such
                                         day (other than any representation and warranty that is made as of a another specific
                                         date which were true, correct, and complete in all material respects as of such date);



 


		(ii)	No
                                         event has occurred and is continuing, or would result from such Advance or from the application
                                         of proceeds therefrom, which constitutes a Default or an Event of Default;



 


		(iii)	On
                                         and as of such day, immediately after giving effect to such Advance, the Advances Outstanding
                                         do not exceed the Availability (or, to the extent permitted under Section 2.14,
                                         any existing Borrowing Base Deficiency is reduced); and



 





[FS
Investment] Exhibits and Schedules to Loan and Security Agreement









    Exhibit A-1


     


    

 


		(iv)	No
                                         Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed
                                         acquisition of Loans.



 


Each
of the undersigned certify that all information contained herein and in the attached Borrowing Base Certificate is true, correct
and complete as of the date hereof.


 


[Remainder
of page intentionally left blank; signature page follows.]


 





[FS
Investment] Exhibits and Schedules to Loan and Security Agreement












    Exhibit A-1


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Funding Notice this ______ day of ________________, __________.








	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 







 


[Attach
Borrowing Base Certificate and List of Loans]


 





[FS
Investment] Exhibits and Schedules to Loan and Security Agreement


 









    Exhibit A-1


     


    

 


Annex
A TO FUNDING NOTICE


 


Notice
of Borrowing


 


Borrower
gives notice that it hereby requests an Advance under the Loan and Security Agreement, and in that connection sets forth below
the information relating to such Advance (the “Proposed Advance”):


 


		(i)	The
                                         Proposed Advance is in the aggregated amount of $___________________, and is to be made
                                         on (date)___________________.



 


		● 	  



 


		(ii)	The
                                         Borrower hereby directs Administrative Agent to deposit $____________ in the Unfunded
                                         Exposure Account in accordance with Section 2.9(e) of the Loan and Security Agreement.



 


The
remaining proceeds of the Proposed Advance should be transmitted to Borrower in accordance with the following wire transfer instructions:


 


	 	 	 	 	 
	 	Bank
    Name	 	 	 
	 	City,
    State & ZIP	 	 	 
	 	ABA
    Routing No.	 	 	 
	 	Account
    Name:	 	 	 
	 	Account
    No:	 	 	 
	 	Amount:	 	 	 
	 	Reference:	 	 	 



 

	 	 	 	 	 
	 	Bank
    Name	 	 	 
	 	City,
    State & ZIP	 	 	 
	 	ABA
    Routing No.	 	 	 
	 	Account
    Name:	 	 	 
	 	Account
    No:	 	 	 
	 	Amount:	 	 	 
	 	Reference:	 	 	 



 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement



    Exhibit A-1


     


    

 





●
  EXHIBIT A-2








 


FORM
OF REPAYMENT NOTICE


 


[Date]


 


AMBLER
FUNDING LLC





Ally
Bank,

as the Administrative Agent


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
SFD Portfolio Manager


Facsimile
No.: (212) 884-7693


 


with
a copy to:


 


Ally
Bank


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
Legal Services/SFD


Facsimile
No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


Wells
Fargo Bank, N.A.,


as
the Collateral Custodian


Corporate
Trust Services Division


9062
Old Annapolis Rd


Columbia,
MD 21045

Attention: CDO Trust Services – Ambler Funding LLC


Telephone
No.: (410) 884-2000


Facsimile
No.: (410) 715-3748


		1.	








 


		Re:	Loan
                                         and Security Agreement dated as of November 22, 2019



 


Ladies
and Gentlemen:


 


This
Repayment Notice is delivered to you pursuant to Section 2.3 of that certain Loan and Security Agreement, dated as of November
22, 2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan and Security
Agreement”), by and among Ambler Funding LLC, a Delaware limited liability company, as the borrower (in such capacity,
the “Borrower”), each of the lenders from time to time party thereto (together with its representatives, successors
and assigns in such capacity, each a “Lender” and collectively, the “Lenders”), Ally Bank,
as the administrative agent thereunder (together with its successors and assigns in such capacity, the “Administrative
Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together
with its successors and assigns in such capacity, the “Collateral Custodian”) and the collateral administrator
(together with its successors and assigns in such capacity, the “Collateral Administrator”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






    Exhibit A-2


     


    

 


The
undersigned, through their duly appointed Responsible Officers, as applicable, hereby certify as follows:


 


1.       Pursuant
to Section 2.3(a) of the Loan and Security Agreement, the Borrower desires to reduce the Advances Outstanding (an “Advance
Reduction”) by the amount of $__________. Any reduction of the Advances Outstanding (other than with respect to payments
of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency Amount to $0.00) shall be in a minimum amount
of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial reduction of Advances Outstanding
which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable
to the Borrower under Sections 2.7(a)(17), 2.7(b)(5) or 2.8(11) of the Loan and Security Agreement)).


 


2.       In
connection with any such Advance Reduction, the Borrower shall deliver to the Administrative Agent funds sufficient to repay such
Advances Outstanding together with all accrued Interest and Breakage Costs, but only to the extent such accrued Interest and Breakage
Costs are requested with such repayment by an applicable Lender.


 


3.       The
Borrower hereby requests that such Advance Reduction be made on the following date: _________.


 


Each
of the undersigned certify that all information contained herein is true and correct as of the date hereof.


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement 




    Exhibit A-2


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Repayment Notice this ______ day of ________________, __________. 





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[Attach
Borrowing Base Certificate]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement 




    Exhibit A-2


     


    


 


●
   EXHIBIT A-3









 


FORM
OF REINVESTMENT NOTICE


 


[Date]


 


AMBLER
FUNDING LLC


 





Ally
Bank,

as the Administrative Agent


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
SFD Portfolio Manager


Facsimile
No.: (212) 884-7693


 


with
a copy to:


 


Ally
Bank


300
Park Avenue, 4th Floor


New
York, New York 10022


Attention:
Legal Services/SFD


Facsimile
No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


Wells
Fargo Bank, N.A.,


as
the Collateral Custodian


Corporate
Trust Services Division


9062
Old Annapolis Rd


Columbia,
MD 21045

Attention: CDO Trust Services – Ambler Funding LLC


Telephone
No.: (410) 884-2000


Facsimile
No.: (410) 715-3748


		2.	















		Re:	Loan
                                         and Security Agreement dated as of November 22, 2019



 


Ladies
and Gentlemen:


 


This
Reinvestment Notice is delivered to you pursuant to Section 3.2(b) of that certain Loan and Security Agreement, dated as
of November 22, 2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan and
Security Agreement”), by and among Ambler Funding LLC, a Delaware limited liability company, as the borrower (in such
capacity, the “Borrower”), each of the lenders from time to time party thereto (together with its representatives,
successors and assigns in such capacity, each a “Lender” and collectively, the “Lenders”),
Ally Bank, as the administrative agent thereunder (together with its successors and assigns in such capacity, the “Administrative
Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together
with its successors and assigns in such capacity, the “Collateral Custodian”) and the collateral administrator
(together with its successors and assigns in such capacity, the “Collateral Administrator”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






    Exhibit A-3


     


    

 


The
undersigned, through their duly appointed Responsible Officers, as applicable, hereby certify as follows:


 


1.    
In connection with a proposed [Reinvestment of Principal Collections permitted by Section 2.14(a)] [acquisition of Loans
in connection with a Substitution pursuant to Section 2.14(b)] of the Agreement, the Borrower hereby requests a disbursement
(a “Disbursement”) of Principal Collections from the Principal Collections Account in the amount of $_______________;
the Eligible Loans supporting this Advance are in Dollars or Canadian Dollars.


 


The
Borrower hereby request that such Disbursement be made on the following date:________________.


 


Attached
to this Reinvestment Notice is a true, correct and complete calculation of the Borrowing Base and all components thereof and a
true, correct and complete list of the Obligors and all Loans which will become part of the Collateral on the date hereof, each
Loan reflected thereon being an Eligible Loan, and specifying (a) the Outstanding Balance, Assigned Value and Purchase Price of
each such Loan, (b) with respect to any Revolving Loan or Delayed Draw Loan, the amount to be deposited in the Unfunded Exposure
Account in connection with the acquisition of each such Loan pursuant to Section 2.9(e) of the Loan and Security Agreement,
(c) whether such Loan is a First Lien Loan, First Lien Last Out Loan or Second Lien Loan and (d) the Advance Rate applicable to
such Loan.


 


All
of the conditions precedent to the Disbursement as set forth in Section 3.2 of 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 contained in Section 4.1 and Section 4.2
                                         are true and correct in all material respects (except for such representations and warranties
                                         as are qualified by materiality, a Material Adverse Effect or any similar qualifier,
                                         which representations and warranties shall be true in all respects) on and as of such
                                         day as though made on and as of such day and shall be deemed to have been made on such
                                         day (other than any representation and warranty that is made as of a another specific
                                         date which were true, correct, and complete in all material respects as of such date);



 


		(ii)	No
                                         event has occurred and is continuing, or would result from such Advance or from the application
                                         of proceeds therefrom, which constitutes a Default or an Event of Default;



 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






    Exhibit A-3


     


    

 


		(iii)	On
                                         and as of such day, immediately after giving effect to such Advance, the Advances Outstanding
                                         do not exceed the Availability (or, to the extent permitted under Section 2.14,
                                         any existing Borrowing Base Deficiency is reduced); and



 


		(iv)	No
                                         Applicable Law prohibits or enjoins the making of such Advance by any Lender or the proposed
                                         Reinvestment of Principal Collections or acquisition of Loans;



 


Each
of the undersigned certify that all information contained herein and in the attached Borrowing Base Certificate is true and correct
as of the date hereof.


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-3


     


    

IN
WITNESS WHEREOF, the undersigned have executed this Reinvestment Notice this ______ day of ________________, __________.





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[Attach
Borrowing Base Certificate]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement 




    Exhibit A-3


     


    
 


●  
EXHIBIT A-4









 


FORM
OF BORROWING BASE CERTIFICATE


 


This
certificate is delivered pursuant to that certain Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified,
waived, supplemented, restated or replaced from time to time, the “Loan and Security Agreement”), by and among
Ambler Funding LLC, a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”),
each of the lenders from time to time party thereto (together with its representatives, successors and assigns in such capacity,
each a “Lender” and collectively, the “Lenders”), Ally Bank, as the administrative agent
thereunder (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Arranger
and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together with its successors and assigns
in such capacity, the “Collateral Custodian”) and the collateral administrator (together with its successors
and assigns in such capacity, the “Collateral Administrator”). Capitalized terms used but not defined herein
shall have the meanings provided in the Loan and Security Agreement.


 


As
of the date hereof, the undersigned each certify that


 


(i)
all of the information set forth in Annex I attached hereto is true, correct and complete and for the avoidance doubt,
includes the amount and type (whether Principal Collections, Interest Collections or other Collections) of all Collections received
since the last Reporting Date, all Principal Collections and Interest Collections on deposit as of the date hereof and a detailed
aging of each Loan;


 


(ii)
the Borrower is in compliance with all covenants and agreement under the Loan and Security Agreement and no Default or Event of
Default has occurred and is continuing under the Loan and Security Agreement;


 


(iii)
all of the Loans owned by the Borrower are Eligible Loans, within the meaning of such term in the Loan and Security Agreement
other than as waived by the Administrative Agent as of the Funding Date with respect to any such Loan; and


 


(iv)
the representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all material
respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar
qualifier, which representations and warranties shall be true in all respects) on and as of such day as though made on and as
of such day and shall be deemed to have been made on such day (other than any representation and warranty that is made as of a
another specific date which were true, correct, and complete in all material respects as of such date).


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement 




    Exhibit A-4


     


    

Certified
as of the _________________ day of ___________________, _____.





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-4


     


    

ANNEX
I 

To Exhibit A-4


 


BORROWING
BASE REPORT


 


[See
attached.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






    Exhibit A-4


     


    




●
   EXHIBIT A-5









 


[Reserved]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-6


     


    

EXHIBIT
A-6


 


FORM
OF PAYMENT DATE REPORT


 


This
certificate is delivered pursuant to that certain Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified,
waived, supplemented, restated or replaced from time to time, the “Loan and Security Agreement”), by and among
Ambler Funding LLC, a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”),
each of the lenders from time to time party thereto (together with its representatives, successors and assigns in such capacity,
each a “Lender” and collectively, the “Lenders”), Ally Bank, as the administrative agent
thereunder (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Arranger
and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together with its successors and assigns
in such capacity, the “Collateral Custodian”) and the collateral administrator (together with its successors
and assigns in such capacity, the “Collateral Administrator”). Capitalized terms used but not defined herein
shall have the meanings provided in the Loan and Security Agreement.


 


As
of the date hereof, the undersigned each certify that:


 


(i)
all of the information set forth in Annex I attached hereto is true, correct and complete;


 


(ii)
the Borrower is in compliance with all covenants and agreement under the Loan and Security Agreement and no Default or Event of
Default has occurred and is continuing under the Loan and Security Agreement;


 


(iii)
except as set forth on Annex II attached hereto, all of the Loans owned by the Borrower are Eligible Loans, within the
meaning of such term in the Loan and Security Agreement other than as waived by the Administrative Agent as of the Funding Date
with respect to any such Loan; and


 


(iv)
the representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all material
respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar
qualifier, which representations and warranties shall be true in all respects) on and as of such day as though made on and as
of such day and shall be deemed to have been made on such day (other than any representation and warranty that is made as of a
another specific date which were true, correct, and complete in all material respects as of such date).


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-6


     


    

Certified
as of the _________________ day of ___________________, _____.





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[See
attached.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-6


     


    

ANNEX
I 

To Exhibit A-6


 


PAYMENT
DATE REPORT1


 


[See
attached.]


 





 



 


1
1 Report to set forth (a) application of payments under either of Section 2.7 or 2.8 as applicable; (b) currency calculations
under Section 5.1(q) and (c) calculations of financial covenants under Sectin5.2(n).


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-6


     


    

EXHIBIT
A-7


 


FORM
OF STATIC POOL ANALYSIS


 


[On
file with the Administrative Agent.]





 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




    Exhibit A-7


     


    


 
● EXHIBIT
                                         B









 


FORM
OF PROMISSORY NOTE


 





	$[________
    ]	[___],
    20[__]



 


THIS
PROMISSORY NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND THE BORROWER
HAS NOT REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).
THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS PROMISSORY NOTE, REPRESENTS THAT IT HAS OBTAINED THIS PROMISSORY NOTE IN A TRANSACTION
IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE LOAN AND SECURITY AGREEMENT. THE HOLDER HEREOF,
BY ITS ACCEPTANCE OF THIS PROMISSORY NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT RE-OFFER, RE-SELL, PLEDGE
OR OTHERWISE TRANSFER THIS NOTE (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY
ACT AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED
IN THE LOAN AND SECURITY AGREEMENT REFERRED TO HEREIN.


 


THIS
PROMISSORY NOTE IS TRANSFERABLE ONLY IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN AND IN THE LOAN AND SECURITY AGREEMENT.
ANY SALE OR TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE
TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE BORROWER, THE ADMINISTRATIVE
AGENT OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS PROMISSORY NOTE OR AN INTEREST HEREIN AGREES TO PROVIDE NOTICE OF THE TRANSFER
RESTRICTIONS SET FORTH HEREIN AND IN THE LOAN AND SECURITY AGREEMENT TO THE TRANSFEREE.


 


FOR
VALUE RECEIVED, Ambler Funding LLC, a Delaware limited liability company (the “Borrower”), promises to pay
to [__________] (“Lender”) or its assigns, the principal sum of [___________________] Dollars ($[__________]),
or, if less, the unpaid principal amount of the aggregate advances (“Advances”) made by the Lender to the Borrower
pursuant to the Loan and Security Agreement (as defined below), as set forth on the attached Schedule, on the dates specified
in the Loan and Security Agreement, and to pay interest on the unpaid principal amount of each Advance on each day that such unpaid
principal amount is outstanding, at the Interest Rate related to such Advance as provided in the Loan and Security Agreement,
on each Payment Date and each other date specified in the Loan and Security Agreement.


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






     Exhibit B


     


    

 


This
Promissory Note (this “Note”) is issued pursuant to that certain Loan and Security Agreement, dated as of November
22, 2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan and Security
Agreement”), by and among Borrower, each of the lenders from time to time party thereto (together with its representatives,
successors and assigns in such capacity, each a “Lender” and collectively, the “Lenders”),
Ally Bank, as the administrative agent thereunder (together with its successors and assigns in such capacity, the “Administrative
Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together
with its successors and assigns in such capacity, the “Collateral Custodian”) and the collateral administrator
(together with its successors and assigns in such capacity, the “Collateral Administrator”). Capitalized terms
used but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 


Notwithstanding
any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when
combined with any and all other charges provided for in this Note, in the Loan and Security Agreement or in any other document
(to the extent such other charges would constitute interest for the purpose of any applicable law limiting interest that may be
charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”),
then for so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum
Lawful Rate. If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the
Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid
by the Borrower is equal to the total interest that would have been paid had applicable law not limited the interest rate payable
under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender
could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful
Rate.


 


Payments
of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder
hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided
in the Loan and Security Agreement, or in such manner or at such other address as the holder of this Note shall have specified
in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation
on this Note.


 


If
any payment under this Note falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding
Business Day and interest shall be payable on any principal so extended at the applicable Interest Rate.


 


If
all or a portion of (i) the principal amount hereof or (ii) any interest payable thereon or (iii) any other amounts payable hereunder
shall not be paid when due (whether at maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum set forth in the Loan and Security Agreement, in each case from the date of such non-payment to (but excluding) the
date such amount is paid in full, provided that such interest rate shall not at any time exceed the Maximum Lawful Rate.


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






     Exhibit B


     


    

 


Portions
or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Security
Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set
forth in the Loan and Security Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in,
but subject to the provisions of, the Loan and Security Agreement.


 


Except
as provided in the Loan and Security Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all
notices of any kind whatsoever with respect to this Note.


 


All
amounts evidenced by this Note, the Lender's Advances and all payments and prepayments of the principal hereof and the respective
dates and maturity dates thereof shall be endorsed by the Lender on the schedule attached hereto and made a part hereof or on
a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender
to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided
in the Loan and Security Agreement.


 


The
holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any
Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable
provisions of the Loan and Security Agreement.


 


This
Note is secured by the security interests granted pursuant to Section 8.1 of the Loan and Security Agreement. The holder
of this Note is entitled to the benefits of the Loan and Security Agreement and may enforce the agreements of the Borrower contained
in the Loan and Security Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and
Security Agreement, all in accordance with, and subject to the restrictions contained in, the terms of the Loan and Security Agreement.
If an Event of Default shall occur, the Lenders may declare, or in certain circumstances, the unpaid principal balance thereof,
together with accrued interest thereon, shall be declared, and become, due and payable, in each case, in the manner and with the
effect provided in the Loan and Security Agreement.


 


The
Borrower, the Administrative Agent, the Collateral Custodian, and each Lender each intend, for federal, state and local income
and franchise tax purposes only, that this Note be evidence of indebtedness secured by the Collateral, and the Lender, as a lender
under the Loan and Security Agreement, by the acceptance hereof, agrees to treat the Note for federal, state and local income
and franchise tax purposes as indebtedness.


 


This
Note is one of the “Notes” referred to in Section 2.1 of the Loan and Security Agreement. This Note shall be
construed in accordance with and governed by the laws of the State of New York.


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






     Exhibit B


     


    

 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement 




     Exhibit B


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Note as on the date first written above. 





	 	 	 	 
	 	AMBLER
    FUNDING LLC, as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[FS
Investment] Exhibits and Schedules to Loan and Security Agreement






     Exhibit B


     


    

 





Schedule
attached to Promissory Note dated [__________] [____], 20[___] of [Borrower] payable to the order of [Lender].





 





	Date
    of 

    Advance or 

    Repayment	Principal

    Amount of

    Advance	Principal
    

    Amount of 

    Repayment	Outstanding
    

    Principal 

    Amount
	 	 	 	 







[FS
Investment] Exhibits and Schedules to Loan and Security Agreement




     Exhibit B


     


    


 


●     EXHIBIT
C


 


FORM
OF OFFICER’S CERTIFICATE AS TO SOLVENCY


 


[FS
INVESTMENT CORPORATION IV]


 


[Ambler
Funding LLC]


 


Reference is made to
that certain Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented, restated or
replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC, a Delaware
limited liability company, as the borrower (in such capacity, the “Borrower”) each of the lenders from time
to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Security
Agreement.


 


The undersigned, through
their duly appointed Responsible Officers, as applicable, hereby certify as of the [__]th day of [_____], 2019 (the “Certification
Date”) to the Administrative Agent, the Lenders, the other Secured Parties, and their respective successors and assigns,
as follows:


 


Both before and after
giving effect to (a) the transactions contemplated by the Loan and Security Agreement and (b) the payment and accrual of all transaction
costs, fees, and expenses in connection with the foregoing, each of the undersigned is and will be Solvent.


 


[Remainder of
page intentionally left blank; signature page follows.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit C


     


    

 


IN WITNESS WHEREOF,
the undersigned have signed and delivered this Officer’s Certificate as to Solvency as of the Certification Date.


 


	 	[FS INVESTMENT CORPORATION
IV, as the Collateral Manager
	 	 
	 	By:	 	 
	 	Name:
 Title:]


 





	 	[Ambler
Funding LLC, as the Borrower
	 	 
	 	By:	 	 
	 	Name:
 Title:]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit C


     


    

 


●     EXHIBIT
D


 


FORM OF OFFICER’S
CLOSING CERTIFICATE


 


[FS
INVESTMENT CORPORATION IV


 


Ambler
Funding LLC]


 


Reference is made to
that certain Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented, restated or
replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC, a Delaware
limited liability company, as the borrower (in such capacity, the “Borrower”), each of the lenders from time
to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Security
Agreement.


 


The undersigned, through
their duly appointed Responsible Officers, as applicable, hereby certify as of the [__]th day of [_____], 2019 (the “Certification
Date”) to the Administrative Agent, the Lenders, the other Secured Parties, and their respective successors and assigns,
as follows (other than with respect to item 5 below, which is made only by and with respect to the Collateral Manager):


 


Each of the representations
and warranties of the undersigned contained in the Transaction Documents is true, complete and correct in all material respects
(except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier,
which representations and warranties are true in all respects) and no event has occurred and is continuing, or would result from
the transactions effected pursuant thereto that constitutes or would constitute a Default, an Event of Default or a Change of Control.


 


The undersigned are
each in compliance in all material respects with all Applicable Laws except in instances where non-compliance or contravention
that could not reasonably be expected to have a Material Adverse Effect.


 


Except as otherwise
indicated on a schedule to a Transaction Document, or as otherwise consented to by the Administrative Agent, the undersigned have
delivered to the Administrative Agent true, complete and correct copies of all documents required to be delivered by them to the
Administrative Agent pursuant to the Transaction Documents, all such documents are true, complete and correct in all respects on
and as of the date hereof, and each and every other condition to the closing of the transactions as set forth in Section 3.1
of the Loan and Security Agreement has been performed.


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit D


     


    

 





 


No Liens have arisen
or been granted with respect to the Collateral other than Permitted Liens.


 


The Collateral Manager
has neither incurred nor suffered to exist any Indebtedness as of the Effective Date except as previously disclosed to the Administrative
Agent.


 


[Remainder of page intentionally left
blank; signature page follows.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit D


     


    

 


IN WITNESS WHEREOF,
the undersigned have signed and delivered this Officer’s Closing Certificate as of the Certification Date.


 


	 	[FS INVESTMENT CORPORATION
IV, as the Collateral Manager
	 	 
	 	By:	 	 
	 	Name:
 Title:]


 


	 	[AMBLER FUNDING LLC, as
the Borrower
	 	 
	 	By:	 	 
	 	Name:
 Title:]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit D


     


    

 


●     EXHIBIT
E


 


FORM
OF RELEASE OF UNDERLYING INSTRUMENTS


 


[Delivery
Date]


 


Wells
Fargo Bank, N.A.,


as
the Collateral Custodian


Corporate
Trust Services Division


9062
Old Annapolis Rd


Columbia,
MD 21045

Attention: CDO Trust Services – Ambler Funding

LLC


Telephone
No.: (410) 884-2000


Facsimile
No.: (410) 715-3748


 


Ally Bank,

as the Administrative Agent


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: SFD Portfolio Manager


Facsimile No.: (212) 884-7693


 


with a copy to:


 


Ally Bank


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: Legal Services/SFD


Facsimile No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


		Re:	Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC,
a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”), each of the lenders
from time to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”).



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit E


     


    

 


Ladies and Gentlemen:


 


In connection with the administration of
the Underlying Instruments held by Wells Fargo Bank, N.A., as the Collateral Custodian on behalf of the Administrative Agent as
agent for the Secured Parties, under the Loan and Security Agreement, we request the release of the Underlying Instruments (or
such documents as specified below) for the Loans 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
Identification Number:


 


Reason
for Requesting Documents (check one)


 


	● ☐	3.  	●     Loan paid in full.  
	● ☐	●    	●     Loan liquidated by [_______________]. 
	● ☐	●    	●     Loan in foreclosure.
	● ☐	●    	●     Delivered in Error.
	● ☐	●    	●     Substitution.
	● ☐	●    	●     Failure to satisfy Review Criteria.
	● ☐	●    	●     Repurchased.
	● ☐	●    	●     Discretionary Sale.
	● ☐	●    	●     Termination of Loan and Security Agreement.
	● ☐	●    	●     Servicing.
	● ☐	●    	●     Other (explain).
	____	 	 
	_	 	 


 


If box 1, 2, 4, 5, 6, 7, 8 or 9 above is
checked, and if all or part of the Underlying Instruments were previously released to us, please release to us the Underlying Instruments,
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.


 


If box 3, 10 or 11 above is checked, we
will return all of the above Underlying Instruments to you as the Collateral Custodian (i) promptly upon the request of the Administrative
Agent or (ii) when our need therefor no longer exists.


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit E


     


    

 


	 	FS INVESTMENT CORPORATION IV, as the
        Collateral Manager
	 	 
	 	By:	 	 
	 	Name:
 Title:


 


Consent
of Administrative Agent if required under the Loan and Security Agreement:


 


Ally
Bank,


as the
Administrative Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit E


     


    

 





●     EXHIBIT
F


 


[Reserved]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit F


     


    

 


●     EXHIBIT
G


 


FORM
OF TRANSFEREE LETTER


 


___________ , 20___


 


Ambler
Funding LLC,


as
the Borrower


[_____]


[_____]

Attention: [_____]


Telephone
No.: [_____]


Email:
[_____]


 


FS
Investment Corporation IV,


as
the Collateral Manager


[_____]


[_____]

Attention: [_____]


Telephone
No.: [_____]


Email: [_____]


 


Ally Bank,

as the Administrative Agent


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: SFD Portfolio Manager


Facsimile No.: (212) 884-7693


 


with a copy to:


 


Ally Bank


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: Legal Services/SFD


Facsimile No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


		Re:	Ambler Funding LLC Notes issued to [Name of Lender] (the “Notes”)



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit G


     


    

 


Ladies and
Gentlemen:


 


In connection with
our acquisition of the above-captioned 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 transferred to us
in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are either a
Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined
in Rule (1)-501(a)(l)-(3) or (7) under the Securities 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 a “Qualified Purchaser”
for the purpose of Section 3(c)(7) of the Investment Company Act of 1940, as amended (d) we have had the opportunity to ask questions
of and receive answers from the Borrower 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, transfer or otherwise dispose of any Notes
unless (1) such sale, transfer 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, transfer or other disposition may be made pursuant to an exemption from the
Securities Act, (2) the purchaser or transferee of such Notes has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer
set forth in the Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented, restated
or replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC, a Delaware
limited liability company, as the borrower (in such capacity, the “Borrower”), each of the lenders from time
to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”), (h) we are 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 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
to the acquisition and holdings of such Notes and (i) we are a U.S. Person, as such term is defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended. Capitalized terms used but not defined herein shall have the meanings provided in the
Loan and Security Agreement.


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 






    Exhibit G


     


    

 


	 	Very truly yours.	 
	 	 	 
	 	Print
Name of Transferee	 
	 	 
	 	By:	 	 
	 	 	Responsible
Officer


  


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit G


     


    

 


●     EXHIBIT
H


 


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, Ambler Funding LLC, a Delaware limited liability company, as the borrower (the “Borrower”) and Ally
Bank, as administrative agent (the “Administrative Agent”).


 


WHEREAS, this Joinder
Supplement is being executed and delivered under Section 2.1 of the Loan and Security Agreement, dated as of November 22,
2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan and Security Agreement”),
by and among Borrower, each of the lenders from time to time party thereto (together with its representatives, successors and assigns
in such capacity, each a “Lender” and collectively, the “Lenders”), Administrative Agent
and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together with its successors and assigns
in such capacity, the “Collateral Custodian”) and the collateral administrator (together with its successors
and assigns in such capacity, the “Collateral Administrator”). Capitalized terms used but not defined herein
shall have the meaning provided 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 party to the Loan
and Security Agreement;


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


Upon receipt by the
Administrative Agent of the executed counterparts to 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 and the Administrative Agent, this Joinder
Supplement shall become effective (the “Joinder Effective Date”). From and after the Joinder Effective Date,
the Proposed Lender shall be a Lender party to the Loan and Security Agreement for all purposes thereof.


 


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 affect the purposes of this Joinder Supplement.


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit H 


     


    

 


By executing and delivering this Joinder
Supplement, the Proposed Lender confirms to and agrees with the Administrative Agent and the other Lenders as follows: (i) none
of the Administrative Agent and the other Lenders 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 Notes issued under the Loan and Security Agreement, or the Collateral
(as defined under the Loan and Security Agreement) or the financial condition of any FS/KKR Party, or the performance or observance
by any FS/KKR Party 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 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 Administrative
Agent and the Collateral Custodian, 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 and the Collateral Custodian, as applicable, by the
terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Loan and Security Agreement;
(v) the Proposed Lender agrees (for the benefit of the parties hereto and the other Lenders) 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; and (vi) the Proposed Lender hereby individually represents and warrants, as to itself, that it would satisfy the
requirements of a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended
, or an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the
U.S. Securities Act of 1933, as amended, or any entity in which all of the equity owners come within such paragraphs.


 


Schedule II hereto
sets forth administrative information with respect to the Proposed Lender.


 


This Joinder Supplement
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit H 


     


    

 


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.


 





	 	ALLY
BANK,

as Administrative Agent	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 


	 	[NAME
OF LENDER],

as Lender	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	 	[AMBLER FUNDING LLC,
        as the Borrower	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:   ]2	 


 





 



 


2
To be included if Borrower consent is required pursuant to Section 12.16 of the Loan and Security Agreement.


 


 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit H 


     


    

 


SCHEDULE
I TO


JOINDER
SUPPLEMENT


 


COMPLETION
OF INFORMATION AND SIGNATURES FOR JOINDER SUPPLEMENT


 


		Re:	Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented,
restated or replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC,
a Delaware limited liability company, as the borrower (in such capacity, the “Borrower”), each of the lenders
from time to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”).



 


 


	Item
1: Date of Joinder Supplement:	 	 



 


	Item
2: Proposed Lender:	 	 



 


	Item
3:	Commitment: $_______________	 
	 	 	 
	 	Commitment
Termination Date:_______________	 






 


Item
4: Signatures of Parties to Agreement:


 





	 	__________________________       ,
as

Proposed
Lender	 
	 	 	 	 
	 	By:.	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit H 


     


    

 


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:
         ________________


 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit H 


     


    

 


●     EXHIBIT
I


 


FORM
OF SECTION 2.13 CERTIFICATE


 


Reference is hereby
made to the Loan and Security Agreement, dated as of November 22, 2019 (as amended, modified, waived, supplemented, restated or
replaced from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC, a Delaware
limited liability company, as the borrower (in such capacity, the “Borrower”), each of the lenders from time
to time party thereto (together with its representatives, successors and assigns in such capacity, each a “Lender”
and collectively, the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors
and assigns in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in
its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral
Custodian”) and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral
Administrator”). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Security
Agreement. Pursuant to the provisions of Section 2.13 of the Loan and Security Agreement, the undersigned hereby certifies
that:


 


1.              
It is a □ natural individual person, □ treated as a corporation for U.S. federal income tax purposes, □
disregarded for U.S. federal income tax purposes (in which case a copy of this Section 2.13 Certificate is attached in respect
of its sole beneficial owner), or □ treated as a partnership for U.S. federal income tax purposes (one must be checked).


 


It is the sole beneficial
owner of amounts received pursuant to the Loan and Security Agreement.


 


It is not a bank, as
such term is used in section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), or the Loan
and Security Agreement is not, with respect to the undersigned, a Loan and Security Agreement entered into in the ordinary course
of its trade or business, within the meaning of such section.


 


It is not a 10-percent
shareholder of Borrower within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code.


 


It is not a controlled
foreign corporation that is related to Borrower within the meaning of section 881(c)(3)(C) of the Code.


 


Amounts paid to it
under the Loan and Security Agreement and the other Transaction Documents are not effectively connected with its conduct of a trade
or business in the United States.


 


If the undersigned
is not a U.S. Tax Person and is not treated as a partnership for U.S. federal income tax purposes, it has provided the Borrower
(or participating Lender, as applicable) with a certificate that it is not a U.S. Tax Person on IRS Form W-8BEN or IRS Form W-8BEN-E.


 


  


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 






    Exhibit I 


     


    

 


If the undersigned
is not a U.S. Tax Person and is treated as a partnership for U.S. federal income tax purposes, it has provided the Borrower (or
participating Lender, as applicable) with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners
or members (as applicable) that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii)
an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s or member’s beneficial
owners that is claiming the portfolio interest exemption.


 


By executing this certificate,
the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform
the Borrower (or participating Lender, as applicable), and (2) the undersigned shall have at all times furnished the Borrower (or
participating Lender, as applicable) with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


[Remainder
of page intentionally left blank; signature page follows.]


 





	 	[NAME
OF UNDERSIGNED]	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit I 


     


    

 


●     EXHIBIT
J


 


FORM
OF COLLATERAL CUSTODIAN CERTIFICATION


 


[Date]


FS Investment Corporation IV,


as the Collateral Manager


[_____]


[_____]

Attention: [_____]


Telephone
No.: [_____]


Facsimile
No.: [_____]


Email:
[_____]


 


Ally Bank,

as the Administrative Agent


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: SFD Portfolio Manager


Facsimile No.: (212) 884-7693


 


with a copy to:


 


Ally Bank


300 Park Avenue, 4th Floor


New York, New York 10022


Attention: Legal Services/SFD


Facsimile No.: (212) 884-7189


Email:
jorge.wagner@ally.com


 


Re: Loan and Security Agreement,
dated as of November 22, 2019 (as amended, modified, waived, supplemented, restated or replaced from time to time, the “Loan
and Security Agreement”), by and among Ambler Funding LLC, a Delaware limited liability company, as the borrower (in
such capacity, the “Borrower”), each of the lenders from time to time party thereto (together with its representatives,
successors and assigns in such capacity, each a “Lender” and collectively, the “Lenders”),
Ally Bank, as the administrative agent thereunder (together with its successors and assigns in such capacity, the “Administrative
Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual capacity but as the collateral custodian (together
with its successors and assigns in such capacity, the “Collateral Custodian”) and the collateral administrator
(together with its successors and assigns in such capacity, the “Collateral Administrator”)


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 



    Exhibit J 


     


    

 


Ladies and Gentlemen:


 


In accordance with
the provisions of Section 7.2(b)(i) of the above-referenced Loan and Security Agreement, the undersigned, as Collateral
Custodian, hereby certifies and confirms that with respect to each Loan listed on the Loan List annexed hereto as Schedule I, except
as noted on the report of exceptions attached hereto as Schedule II;


 


		(i)	all Required Loan Documents set forth on the applicable Loan Checklist are in the Collateral Custodian’s
possession; and



 


		(ii)	all Required Loan Documents delivered to the Collateral Custodian related to each such Loans have
been reviewed by the Collateral Custodian in accordance with the Review Criteria and each of the Review Criteria are satisfied
other than as set forth on Schedule II hereof.



 


The Collateral Custodian
shall have no liability for or obligation with respect to, and shall not be construed or obliged to make any representation or
warranty as to: (i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of any Loan or Required
Loan Document; (ii) the validity, adequacy or perfection of any lien upon or security interest purported to be evidenced or created
thereby; or (iii) to determine that the contents of any Loan or Required Loan Document are appropriate for the represented purpose
or that any Loan or Required Loan Document has actually been recorded or filed, as maybe applicable, or that any Loan or Required
Loan Document is other than what it purports on its face to be. All capitalized terms used but not defined herein shall have the
meaning provided in the Loan and Security Agreement.


 


[Remainder
of page intentionally left blank; signature page follows.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J 


     


    

 


	 	WELLS FARGO BANK, N.A.,

as Collateral
Custodian	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J 


     


    

 


SCHEDULE I


TO EXHIBIT J


 


Loan List


 


[See attached.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J 


     


    

 


SCHEDULE II


TO EXHIBIT J


 


Exceptions


 


[See attached.]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J


     


    

 





EXHIBIT K


 


FORM OF COMPLIANCE CERTIFICATE


 


AMBLER FUNDING LLC


 


Date: _______________, 20__


 


2.              
This Compliance Certificate (this “Certificate”) is given by Ambler Funding LLC, a Delaware limited liability
company (the “Borrower”), pursuant to Section 5.1(t)(ii) of that certain Loan and Security Agreement, dated
as of November 22, 2019 (as amended, modified, waived, supplemented, restated or replaced
from time to time, the “Loan and Security Agreement”), by and among Ambler Funding LLC, a Delaware limited liability
company, as the borrower (in such capacity, the “Borrower”), each of the lenders from time to time party thereto
(together with its representatives, successors and assigns in such capacity, each a “Lender” and collectively,
the “Lenders”), Ally Bank, as the administrative agent thereunder (together with its successors and assigns
in such capacity, the “Administrative Agent”) and as Arranger and Wells Fargo Bank, N.A., not in its individual
capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”)
and the collateral administrator (together with its successors and assigns in such capacity, the “Collateral Administrator”).
Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Security Agreement.


 


3.              
The officer executing this Certificate is a Responsible Officer of the Borrower and as such is duly authorized to execute
and deliver this Certificate on behalf of the Borrower. By executing this Certificate, such officer hereby certifies to Administrative
Agent and the Lenders, on behalf of the Borrower and not in his/her individual capacity, that:


 


4.              
(a)          the financial statements delivered with this Certificate in accordance with Sections 5.1(s)(i) and/or 5.1(s)(ii)
of the Loan and Security Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP
the financial position and the results of operations of the Transferor, the Borrower and their Subsidiaries as of the dates of
and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end
adjustments and the absence of footnote disclosure);


 


5.              
(b)         Annex A hereto includes a correct calculation of the Borrower’s
Total Interest Coverage Ratio for the relevant period ended _________ __, 20__;3


 


6.              
(c)         to the best of such officer’s knowledge, no Default or Event of Default exists [except as specified on Annex
B attached hereto];


 


 



 


3
To be included after [_____], 2020 [NTD: to be the date that is the last day of the eleventh month after the Effective Date].


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit K


     


    

 


7.              
(d)          since the Effective Date and except as disclosed in prior Compliance Certificates delivered to Administrative Agent,
no FS/KKR Party and no Subsidiary of any FS/KKR Party has:


 


8.             
(i)      changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure
or formed or acquired any Subsidiary except as follows: ____________________________________;


 


9.              
(ii)      acquired all or substantially all of the assets of, or merged or consolidated with or into, any Person, except as
follows:________________________________; or


 


10.          (iii)    changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any
real property leases, except as follows: ____________________ _______________________________.


 


11.           
IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officers this _____
day of _______________, 20__.


 


12.    
 


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J


     


    

 


	 	13.	 
	 	 	 
	 	14.	AMBLER FUNDING
    LLC, as the Borrower
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J


     


    

 





Annex A


 


Total Interest Coverage Ratio Calculations


 


[See attached]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J


     


    

 





[Annex B]


 


Defaults or Events of Default]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Exhibit J


     


    

 





SCHEDULE
I


 


LEGAL
NAMES


 


Pursuant to Section 4.1 of the Loan
and Security Agreement, each FS/KKR Party’s exact legal name is as follows:


 


Borrower: Ambler Funding LLC, a Delaware
limited liability company


 


Transferor: FS Investment Corporation IV,
a Maryland corporation


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule I


     


    

 





SCHEDULE
II


 


LOAN LIST


 


TO BE DELIVERED
IN CONNECTION WITH EACH BORROWING BASE CERTIFICATE


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule II


     


    

 





SCHEDULE III


 


[reserved]


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule III


     


    

 





SCHEDULE
IV


 


ARTICLE
I.AGREED-UPON PROCEDURES


 


In accordance with Section 5.1(t)(vi)
of the Credit 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 accounts in the Collateral Report to applicable
system or records of the Borrower or the Transferor and the financial statements of the underlying Obligors, as applicable:


 


		●	Borrowing
Base




		●	Availability




		●	Minimum
Credit Enhancement




		●	Total
Interest Coverage Ratio




		●	Loan
Tape






		○	Loan
Classification/Seniority




		○	Outstanding
Balance Purchase Price




		○	Loan
maturity date




		○	Interest
Rate:







		■	fixed/floating



		■	index
(if applicable)



		■	spread
or coupon



		■	PIK
(if applicable)



		○	S&P
Industry Classification




		○	Eligible
principal amount




		○	Assigned
Value




		○	Moody’s,
S&P, and Fitch ratings (if applicable)




		○	Trailing
twelve-month EBITDA for the current test period




		○	Original
trailing twelve-month reported EBITDA and Original trailing twelve-month adjusted EBITDA




		○	Net
Senior Debt (or equivalent) (recalculated based on the Obligor financial statements of the current test period)




		○	Original
Net Senior Debt (or equivalent) (recalculated based on Obligor financial states of original test period)




		○	Net
Total Debt (or equivalent) (recalculated based on the Obligor financial statements of the current test period)




		○	Original
Net Total Debt (or equivalent) (recalculated based on Obligor financial states of original test period)




		○	Total
Interest Coverage Ratio (or equivalent ratio) (recalculated based on the Obligor financial statements of the current test period)




		○	Original
Interest Coverage Ratio (or equivalent ratio) (recalculated based on the Obligor financial statements of the original test period)




		○	Fair
Market Value, with respect to Principal Finance Loans






		●	Compliance
with Concentration Limitations



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule IV


     


    

 


		○	Non-Senior
Secured Loans



		○	Largest
to fifth largest Industries



		○	Second
Lien Loans



		○	First
Lien/Last Out Loans



		○	First
Lien Loans to Tier 3 Obligors



		○	First
Lien Last Out Loans or Second Lien Loans to Tier 3 Obligors



		○	Loans
with maturities greater than 7 years



		○	DIP
Loans



		○	Obligor
concentrations



		○	Collateral
Loans that permit payment of interest less frequently than quarterly



		○	Obligors
domiciled in Canada



		○	Cov-Lite
Loans



		○	Collateral
Loans with an Obligor that has a trailing twelve month EBITDA most recently calculated in accordance with the related Underlying
Instrument, of less than $10,000,000 at the time of acquisition



		○	Revolving
Loans and the unfunded portion of Delayed Draw Loans



		○	PIK
Loans and Partial PIK Loans



		○	Principal
Finance Loans



		○	Loans
to Obligors principally engaged in gaming businesses



 


At the discretion of
the Administrative Agent and such firm, the foregoing review will be of no more than (i) one (1) random Borrowing Base Certificate
from the 2019 fiscal year and (ii) three (3) random Borrowing Base Certificate for each subsequent fiscal year.


 


For
each such Borrowing Base Certificate, such firm shall also, for the ten (10) largest single Obligors in each such Borrowing Base
Certificate, compare the cash activity information in the Administrative Agent’s cash log to the corresponding information
in the Collateral Manager’s cash log for the collection period corresponding to such Borrowing Base Certificate and verify
the interest and principal payments received during such period.


 


The report provided
by such firm may be in a format such typically utilized for a report of this nature; provided that it will consist of at
a minimum (i) a list of deviations from the applicable Borrowing Base Certificate and (ii) discuss with the Borrower and the Collateral
Manager the reason for such deviations, and set forth the findings in such report.


 


For
the purposes of this Schedule IV, the following terms shall have the following meanings:


 


“Net
Senior Debt” shall mean the Dollar amount equal to either (a) the meaning of “Net Senior Debt” or comparable
definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related
Underlying Instruments do not include a definition of “Net Senior Debt” or comparable definition, the “total
indebtedness” (as defined in the Underlying Instruments or comparable definition thereof, including such Loan) of the applicable
Obligor as of the date of determination, excluding any junior indebtedness and any unsecured indebtedness of such Obligor or non-recourse
indebtedness of such Obligor secured solely by the real property and related improvements and fixtures of such Obligor as of such
date, minus the Unrestricted Cash of such Obligor as of such date.


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule IV


     


    

 


“Net
Total Debt” shall mean the Dollar amount equal to either (a) the meaning of “Net Total Debt” or comparable
definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related
Underlying Instruments do not include a definition of “Net Total Debt” or comparable definition, the Dollar Equivalent
of the “total indebtedness” (as defined in the Underlying Instruments or comparable definition thereof, including such
Loan) of the applicable Obligor as of the date of determination, minus the Dollar Equivalent of Unrestricted Cash of such
Obligor as of such date.


 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule IV


     


    

 





SCHEDULE
V


 


S&P
INDUSTRY CLASSIFICATIONS


 





	●     Asset Type	●     Description
	●     1020000	●     Energy Equipment and Services
	●     1030000	●     Oil, Gas and Consumable Fuels
	●     1033403	●     Mortgage Real Estate Investment Trust (REITs)
	●     2020000	●     Chemicals
	●     2030000	●     Construction Materials
	●     2040000	●     Containers and Packaging
	●     2050000	●     Metals and Mining
	●     2060000	●     Paper and Forest Products
	●     3020000	●     Aerospace and Defense
	●     3030000	●     Building Products
	●     3040000	●     Construction & Engineering
	●     3050000	●     Electrical Equipment
	●     3060000	●     Industrial Conglomerates
	●     3070000	●     Machinery
	●     3080000	●     Trading Companies and Distributors
	●     3110000	●     Commercial Services and Supplies
	●     9612010	●     Professional Services
	●     3210000	●     Air Freight and Logistics
	●     3220000	●     Airlines
	●     3230000	●     Marine
	●     3240000	●     Road and Rail
	●     3250000	●     Transportation Infrastructure
	●     4011000	●     Auto Components
	●     4020000	●     Automobiles
	●     4110000	●     Household Durables
	●     4120000	●     Leisure Products
	●     4130000	●     Textiles, Apparel and Luxury Goods
	●     4210000	●     Hotels, Restaurants and Leisure
	●     9551701	●     Diversified Consumer Services
	●     4310000	●     Media
	●     4410000	●     Distributors
	●     4420000	●     Internet and Catalog Retail
	●     4430000	●     Multiline Retail
	●     4440000	●     Specialty Retail
	●     5020000	●     Food and Staples Retailing
	●     5110000	●     Beverages
	●     5120000	●     Food Products
	●     5130000	●     Tobacco



 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement


 




    Schedule V


     


    

 


	●     5220000	●     Personal Products
	●     6020000	●     Healthcare Equipment and Supplies
	●     6030000	●     Healthcare Providers and Services
	●     9551729	●     Health Care Technology
	●     6110000	●     Biotechnology
	●     6120000	●     Pharmaceuticals
	●     9551727	●     Life Sciences Tools & Services
	●     7011000	●     Banks
	●     7020000	●     Thrifts and Mortgage Finance
	●     7110000	●     Diversified Financial Services
	●     7120000	●     Consumer Finance
	●     7130000	●     Capital Markets
	●     7210000	●     Insurance
	●     7310000	●     Real Estate Management and Development
	●     7311000	●     Equity Real Estate Investment Trust (REITs)
	●     8020000	●     Internet Software and Services
	●     8030000	●     IT Services
	●     8040000	●     Software
	●     8110000	●     Communications Equipment
	●     8120000	●     Technology Hardware, Storage and Peripherals
	●     8130000	●     Electronic Equipment, Instruments and Components
	●     8210000	●     Semiconductors and Semiconductor Equipment
	●     9020000	●     Diversified Telecommunication Services
	●     9030000	●     Wireless Telecommunication Services
	●     9520000	●     Electric Utilities
	●     9530000	●     Gas Utilities
	●     9540000	●     Multi-Utilities
	●     9550000	●     Water Utilities
	●     9551702	●     Independent Power and Renewable Electricity Producers




 


[FS Investment] Exhibits and Schedules to Loan and Security Agreement