Exhibit 10.2


 





EXECUTION VERSION







 


 


 


 


 


 


 





 



 


 


 


AMENDED AND RESTATED LOAN SALE AND CONTRIBUTION
AGREEMENT


 


 


by and between


 


 


FIFTH STREET SENIOR FLOATING RATE CORP.,

as the Seller


 


 


and


 


 


FS SENIOR FUNDING LLC,

as the Buyer


 


 


Dated as of October 16, 2014


 


 


 


 






 






    	 



    	 



    

 





Table
of Contents


 


Page


 





	ARTICLE
    I	DEFINITIONS	 	 	1
	 	 	 	 	 	 
	Section
    1.01	 	Definitions	 	 	1
	Section
    1.02	 	Other
    Terms	 	 	4
	Section
    1.03	 	Computation
    of Time Periods	 	 	4
	Section
    1.04	 	Interpretation	 	 	5
	Section
    1.05	 	References	 	 	5
	Section
    1.06	 	Calculations	 	 	5
	 	 	 	 	 	 
	ARTICLE
    II	TRANSFER OF COLLATERAL LOAN ASSETS	 	 	6
	 	 	 	 	 	 
	Section
    2.01	 	Sale,
    Transfer and Assignment	 	 	6
	Section
    2.02	 	Purchase
    Price	 	 	9
	Section
    2.03	 	Payment
    of Purchase Price	 	 	9
	Section
    2.04	 	[Intentionally
    Omitted].	 	 	10
	Section
    2.05	 	Characterization	 	 	10
	 	 	 	 	 	 
	ARTICLE
    III	CONDITIONS PRECEDENT	 	 	10
	 	 	 	 	 	 
	Section
    3.01	 	Conditions
    Precedent to Closing	 	 	10
	Section
    3.02	 	Conditions
    Precedent to all Purchases	 	 	10
	Section
    3.03	 	Release
    of Excluded Amounts	 	 	11
	 	 	 	 	 	 
	ARTICLE
    IV	REPRESENTATIONS AND WARRANTIES	 	 	12
	 	 	 	 	 	 
	Section
    4.01	 	Representations
    and Warranties Regarding the Seller	 	 	12
	Section
    4.02	 	Representations
    and Warranties of the Seller Relating to the Agreement and the Collateral	 	 	16
	Section
    4.03	 	Representations
    and Warranties Regarding the Buyer	 	 	17
	 	 	 	 	 	 
	ARTICLE
    V	COVENANTS	 	 	18
	 	 	 	 	 	 
	Section
    5.01	 	Affirmative
    Covenants of the Seller	 	 	18
	Section
    5.02	 	Negative
    Covenants of the Seller	 	 	20
	 	 	 	 	 	 
	ARTICLE
    VI	Option to repurchase AND SUBSTITute collateral loans	 	 	21
	 	 	 	 	 	 
	Section
    6.01	 	Substitution
    of Collateral Loans	 	 	21
	Section
    6.02	 	Seller’s
    Optional Right to Repurchase Collateral Loans	 	 	22
	 	 	 	 	 	 
	ARTICLE
    VII	INDEMNIFICATION BY THE ORIGINATOR	 	 	23
	 	 	 	 	 	 
	Section
    7.01	 	Indemnification	 	 	23
	Section
    7.02	 	Liabilities
    to Obligors	 	 	23



 






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Table
of Contents


(continued)


Page


 


	Section
    7.03	 	Operation
    of Indemnities	 	 	24
	 	 	 	 	 	 
	ARTICLE
    VIII	TERM AND TERMINATION	 	 	24
	 	 	 	 	 	 
	Section
    8.01	 	Termination	 	 	24
	 	 	 	 	 	 
	ARTICLE
    IX	MISCELLANEOUS	 	 	24
	 	 	 	 	 	 
	Section
    9.01	 	Amendments
    and Waivers	 	 	24
	Section
    9.02	 	Notices,
    Etc	 	 	24
	Section
    9.03	 	Binding
    Effect; Benefit of Agreement	 	 	24
	Section
    9.04	 	Governing
    Law; Consent to Jurisdiction; Waiver of Objection to Venue Service of Process	 	 	25
	Section
    9.05	 	Waiver
    of Jury Trial	 	 	25
	Section
    9.06	 	Certain
    Taxes	 	 	25
	Section
    9.07	 	Non-Petition	 	 	25
	Section
    9.08	 	Recourse
    Against Certain Parties	 	 	26
	Section
    9.09	 	Protection
    of Right, Title and Interest in, to and under the Collateral; Further Action Evidencing Purchases	 	 	27
	Section
    9.10	 	Execution
    in Counterparts; Severability; Integration	 	 	28
	Section
    9.11	 	Heading
    and Exhibits	 	 	28
	Section
    9.12	 	Assignment	 	 	28
	Section
    9.13	 	No
    Waiver; Cumulative Remedies	 	 	29
	Exhibit
    A	 	Form
    of Assignment	 	 	 
	Schedule
    I	 	Initial
    Collateral Loans	 	 	 




 






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AMENDED
AND RESTATED LOAN SALE AND CONTRIBUTION AGREEMENT


 


THIS AMENDED AND
RESTATED LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of October 16, 2014 (this “Agreement”), is between
FIFTH STREET SENIOR FLOATING RATE CORP., a Delaware corporation (together with its successors and assigns, “Fifth Street,”
and in its capacity as seller hereunder, together with its successors and assigns, the “Seller”) and FS SENIOR
FUNDING LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).


 


WHEREAS, the
Seller and the Buyer entered into a Loan Sale and Contribution Agreement, dated as of November 1, 2013 (the “Original
Agreement”), and the parties hereto now desire to amend and restate the Original Agreement to, inter alia,
make such changes as are necessary or in the interests of the parties;


 


WHEREAS, in
the regular course of its business, the Seller originates and/or otherwise acquires Collateral Loans;


 


WHEREAS, pursuant
to the Original Agreement and this Agreement, the Buyer has purchased and may from time to time continue to purchase certain assets
from the Seller and the Seller has sold and may from time to time continue to sell and/or contribute to the Buyer certain assets
originated or acquired by the Seller in its normal course of business, together with, among other things, certain related security
interests and rights of payment thereunder;


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


ARTICLE
I



DEFINITIONS


 


Section
1.01Definitions.


 


Capitalized terms used
but not defined in this Agreement shall have the meanings attributed to such terms in the Credit Agreement. In addition, as used
herein, the following defined terms shall have the following meanings:


 


“Agreement”
means this Amended and Restated Loan Sale and Contribution Agreement, as the same shall be amended, supplemented, restated or modified
from time to time.


 


“Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, public body, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government, including
the FINRA, the SEC, the stock exchanges, any Federal, state, territorial, county, municipal or other government or governmental
agency, arbitrator, board, body, branch, bureau, commission, court, department, instrumentality, master, mediator, panel, referee,
system or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.


 






    	 



    	 



    

 


“Buyer”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Collateral”
shall have the meaning provided in Section 2.01.


 


“Collateral
Management Agreement” means the Collateral Management Agreement, dated as of November 1, 2013, by and between Fifth Street,
in its capacity as the Collateral Manager, and the Buyer, as the Borrower, as the same may be amended, supplemented, restated or
modified from time to time.


 


“Credit Agreement”
means the Amended and Restated Credit Agreement, dated as of October 16, 2014, by and among the Buyer, as Borrower, Natixis, New
York Branch, as Administrative Agent, U.S. Bank, National Association, as Collateral Agent and Custodian, and the Lenders from
time to time party thereto, as the same may be amended, supplemented, restated or modified from time to time.


 


“Event of Bankruptcy”
means (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Seller or its debts, or of all or a substantial part of its assets, under any bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment of all or a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Seller or for all or a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 consecutive days; (b) an order or decree approving or ordering any of the actions
described in clause (a) shall be entered and the continuance of any such order or decree is unstayed and in effect for a period
of 60 consecutive days; or (c) the Seller shall: (i) be wound up or dissolved, (ii) voluntarily commence any proceeding or file
any petition seeking liquidation, reorganization or other relief under any bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (iii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause (a) of this definition, (iv) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Seller or for all or a substantial part of its assets, (v) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (vi) cease to be able to, or admit in
writing its inability to, pay its debts as they become due and payable, or make a general assignment for the benefit of creditors
or (vii) take any action for the purpose of effecting any of the foregoing.


 


“Excluded Amounts”
means (a) any amount received by, on or with respect to any Collateral Loan in the Collateral, which amount is attributable to
the payment of any tax, fee or other charge imposed by any applicable Authority on such Collateral Loan and to the extent such
amount is attributable to a time prior to the Purchase Date, (b) any amount representing escrows relating to taxes, insurance and
other amounts in connection with any Collateral Loan which is held in an escrow account for the benefit of the related Obligor
and the secured party (other than the Seller in its capacity as lender with respect to such Collateral Loan) pursuant to escrow
arrangements, (c) any amount with respect to any Collateral Loan repurchased or substituted by the Seller under Article VI
to the extent such amount is attributable to a time after the effective date of such repurchase or substitution, (d) any origination
fee retained by the Seller in connection with the origination of any Collateral Loan and (e) any Equity Security related to any
Collateral Loan that the Seller determines will not be transferred to the Buyer by the Seller in connection with the sale of any
related Collateral Loan hereunder.


 






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“Fifth Street”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Governmental
Authorizations” means all franchises, permits, licenses, approvals, consents, orders and other authorizations of all
Authorities.


 


“Governmental
Filings” means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests
and penalties associated with such filings with all Authorities.


 


“Indemnified
Party” shall have the meaning provided in Section 7.01.


 


“Loan List”
means the list of Collateral Loans provided by the Seller to the Buyer on each Purchase Date and incorporated as Schedule I to
this Agreement by reference, as such list may be amended, supplemented or modified from time to time in accordance with this Agreement.


 


“Original Agreement”
shall have the meaning provided in the recitals of this Agreement.


 


“Participation”
shall have the meaning provided in Section 2.04(a).


 


“Payment in
Full” means payment in full in cash of all Obligations (other than any unasserted contingent obligations), including
without limitation all principal, interest, Commitment Fees, Administrative Expenses and fees, if any, payable under the Engagement
Letter or any fee letter entered into in connection with the Loan Documents.


 


“Payment in
Full Date” means the date on which a Payment in Full occurs and the Commitments are terminated.


 


“Purchase”
means a purchase, transfer, settlement or other acquisition by the Buyer of Collateral from or as directed by the Seller pursuant
to Section 2.01.


 


“Purchase Date”
means any day on which any Collateral is acquired by the Buyer pursuant to the terms of this Agreement (including any Substitution
Date), and including, for the avoidance of doubt, any day on which any Collateral is settled directly with the Buyer from a third
party in a transaction intermediated, arranged and underwritten by the Seller and any day on which any Collateral is settled with
the Buyer in a transaction in which the Buyer is the designee of the Seller under the instruments of conveyance relating to the
applicable Collateral.


 


“Purchase Price”
shall have the meaning provided in Section 2.02.


 


"Rating Condition"
means, with respect to any action taken by the Seller specified in Section 5.02(e), a condition that is satisfied if DBRS
has been notified in writing by the Borrower of such action or proposed action and none of the Borrower, the Collateral Manager,
the Seller or any of the Secured Parties has received a written communication (including by electronic messages, facsimile, press
release, posting to its internet website, or other means deemed acceptable to DBRS) objecting to such action or proposed action
from DBRS within 10 Business Days following such notification by the Borrower; provided that such 10 Business Day period
may be waived in writing by DBRS in its sole discretion.  If at any time the Loans are not then rated by DBRS, the Rating
Condition will automatically be deemed to be satisfied at such time with respect to any action or proposed action.


 






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“Related Contracts”
means all credit agreements, indentures, notes, security agreements, leases, financing statements, guaranties, and other contracts,
agreements, instruments and other papers evidencing, securing, guaranteeing or otherwise relating to any Collateral Loan or Eligible
Instrument or other investment with respect to any Collateral or proceeds thereof (including the related Underlying Instruments),
together with all of the Seller’s right, title and interest in, to and under all property or assets securing or otherwise
relating to any Collateral Loan or other loan or security of the Seller or Eligible Instrument or other investment with respect
to any Collateral or proceeds thereof or any Related Contract.


 


“Replaced Loan”
shall have the meaning provided in Section 6.01.


 


“Repurchase
Price” means, on any date of determination with respect to any Credit Risk Loan or Defaulted Loan with respect to which
the Seller elects to exercise its option to repurchase pursuant to Section 6.02 of this Agreement, an amount equal to at
least the Market Value of such Credit Risk Loan or Defaulted Loan in accordance with Section 10.1(a)(vii) of the Credit Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, all as from
time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provisions
shall be deemed to be a reference to any successor statutory or regulatory provision.


 


“Seller”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Substitute
Loan” shall have the meaning provided in Section 6.01.


 


“Substitution
Date” means any date on which the Seller transfers a Substitute Loan to the Buyer.


 


Section
1.02Other Terms.


 


All accounting terms
used but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the
United States. The symbol “$” shall mean the lawful currency of the United States of America. All terms used in Article
9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.


 


Section
1.03Computation 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,” the words “to” and “until” each mean “to but excluding”.


 






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Section
1.04Interpretation.


 


In this Agreement,
unless a contrary intention appears:


 


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


 


(ii)reference
to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted
by the Loan Documents;


 


(iii)references
to “including” means “including, without limitation”;


 


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


 


(v)unless
otherwise stated, reference to any time means New York, New York time;


 


(vi)references
to “writing” include printing, typing, lithography, electronic or other means of reproducing words in a visible form;


 


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


 


(viii)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.


 


Section
1.05References.


 


All section references
(including references to the preamble), unless otherwise indicated, shall be to Sections (and the preamble) in this Agreement.


 


Section
1.06Calculations.


 


Except as otherwise
provided herein, all interest rate and basis point calculations hereunder will be made on the basis of a 360 day year and the actual
days elapsed in the relevant period and will be carried out to at least three decimal places.


 






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ARTICLE
II



TRANSFER OF COLLATERAL LOAN ASSETS


 


Section
2.01Sale, Transfer and Assignment.


 


(a)On the terms
and subject to the conditions set forth in this Agreement (including the conditions to purchase set forth in Article III), on each
Purchase Date, the Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Buyer, and the Buyer hereby
Purchases and takes from the Seller all right, title and interest (whether now owned or hereafter acquired or arising and wherever
located) of the Seller (including all obligations of the Seller as lender to fund any Revolving Collateral Loan or Delayed Funding
Loan conveyed by the Seller to Buyer hereunder which obligations Buyer hereby assumes) in the property identified in clauses (i)
- (v) below and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright
licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment
property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of
the following (in each case excluding the Excluded Amounts) (collectively, the “Collateral”):


 


(i)the
Collateral Loans listed on each Loan List delivered by the Seller to the Buyer from time to time pursuant to this Agreement and
all monies due, to become due or paid in respect of such Collateral Loans on and after the related Purchase Date, including but
not limited to all Collections and other recoveries thereon, in each case as they arise after the related Purchase Date;


 


(ii)all
Liens with respect to the Collateral Loans referred to in clause (i) above;


 


(iii)all
Related Contracts with respect to the Collateral Loans referred to in clause (i) above;


 


(iv)all
collateral security granted under any Related Contracts; and


 


(v)all
income and proceeds of the foregoing.


 


For the avoidance of
doubt, and without limiting the foregoing, the term “Collateral” shall, for all purposes of this Agreement, be deemed
to include any Collateral Loan settled directly with the Buyer from a third party in a transaction intermediated, arranged and
underwritten by the Seller or any Collateral Loan acquired by the Buyer in a transaction in which the Seller passes its equitable
title to the Buyer as designee of the Seller under the instruments of conveyance relating to the applicable Collateral Loan.


 


(b)From and after
each Purchase Date, the Collateral listed on the Loan List shall be deemed to be Collateral hereunder.


 


(c)On any Purchase
Date with respect to the Collateral to be acquired by the Buyer on that date, the Seller shall be deemed to, and hereby does, reaffirm
and certify to the Buyer, the Collateral Agent, on behalf of the Secured Parties, and the Administrative Agent, as of such Purchase
Date, that each of the representations and warranties in Section 4.02 is true and correct as of such Purchase Date.


 






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(d)Except as specifically
provided in this Agreement, the sale and purchase of Collateral under this Agreement shall be without recourse to the Seller; it
being understood that the Seller shall be liable to the Buyer for all representations, warranties, covenants and indemnities made
by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to
the Seller for the credit risk of the Obligors.


 


(e)In connection
with each Purchase of Collateral as contemplated by this Agreement, the Buyer hereby directs the Seller to, and the Seller agrees
that it will deliver in accordance with the Credit Agreement, or cause to be delivered in accordance with the Credit Agreement
(on behalf of the Borrower), to the Custodian, as agent and custodian for the Collateral Agent, each Collateral Loan being transferred
to the Buyer on such Purchase Date in accordance with the applicable provisions of the Credit Agreement. Each item of Collateral
shall be delivered to the Custodian by:


 


(i)with
respect to such of the Collateral as constitutes an instrument, tangible chattel paper, a negotiable document, or money, causing
the Custodian to take possession of such instrument indorsed to the Custodian or in blank, or such money, negotiable document,
or tangible chattel paper, in the State of New York separate and apart from all other property held by the Custodian;


 


(ii)with
respect to such of the Collateral as constitutes a certificated security in bearer form, causing the Custodian to take possession
of the related security certificate in the State of New York;


 


(iii)with
respect to such of the Collateral as constitutes a certificated security in registered form, causing the Custodian to take possession
of the related security certificate in the State of New York, indorsed to the Custodian or in blank by an effective indorsement,
or registered in the name of the Custodian, upon original issue or registration of transfer by the issuer of such certificated
security;


 


(iv)with
respect to such of the Collateral as constitutes an uncertificated security, causing the issuer of such uncertificated security
to register the Custodian or its nominee for the account of the Custodian as the registered owner of such uncertificated security;


 


(v)with
respect to such of the Collateral as constitutes a security entitlement, causing the Securities Intermediary to indicate by book
entry that the financial asset relating to such security entitlement has been credited to the Custodial Account;


 


(vi)with
respect to such of the Collateral as constitutes a deposit account, causing such deposit account to be established and maintained
in the name of the Collateral Agent or the Custodian, as applicable, by a bank the jurisdiction of which for purposes of the UCC
is the State of New York; and


 






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(vii)taking
such additional or alternative procedures as may hereafter become appropriate to grant a first priority, perfected security interest
in such items of the Collateral to the Collateral Agent, consistent with applicable law or regulations.


 


If any item of Collateral
is a financial asset issued by an issuer that is not the United States of America, an agency or instrumentality thereof, or some
other United States person or entity, and if such item cannot be delivered as set forth above, such item may be delivered by the
Collateral Agent holding such item in an account created and maintained in the name of the Collateral Agent with a banking or securities
institution or a clearing agency or system located outside the United States such that the Collateral Agent holds a first priority,
perfected security interest in such item of Collateral.


 


The Seller represents
and warrants that each Collateral Loan purchased prior to the date hereof pursuant to the Original Agreement has been delivered
in accordance with the requirements of this clause (e).


 


The Seller shall record
and file (or cause to be recorded or filed) on or before the related Purchase Date all financing statements, and the Seller agrees
to record and file (or cause to be recorded or filed) after the related Purchase Date all appropriate financing statements, continuation
statements, and other amendments, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary
to perfect and protect the interests of the Collateral Agent and the Secured Parties in the Collateral under the applicable Uniform
Commercial Code against all creditors of and purchasers from the Seller. The Seller promptly shall deliver (or cause to be delivered)
file-stamped copies of such financing statements, continuation statements, and amendments to the Collateral Agent and the Administrative
Agent. The Seller shall also take such action requested by the Buyer or the Administrative Agent, from time to time hereafter,
that may be necessary or appropriate to ensure that the Buyer has an enforceable ownership interest and its assigns under the Credit
Agreement have an enforceable and perfected security interest in the Collateral Purchased by the Buyer as contemplated by this
Agreement.


 


(f)In connection
with the Purchase by the Buyer of the Collateral as contemplated by this Agreement, the Seller further agrees that it will, at
its own expense, indicate clearly and unambiguously in its computer files and its financial statements, on or prior to each Purchase
Date, that such Collateral has been Purchased by the Buyer in accordance with this Agreement.


 


(g)The Seller further
agrees to deliver to the Buyer on or before each Purchase Date a computer file containing a true, complete and correct Loan List
(which shall contain the related Principal Balance, outstanding principal balance, loan number and Obligor name for each Collateral
Loan) as of the related Purchase Date. Such file or list shall be marked as Schedule I to this Agreement, shall be delivered
to the Buyer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement as such Schedule
I may be supplemented and amended from time to time.


 






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Section
2.02Purchase Price.


 


The purchase price
for each item of Collateral sold to the Buyer by the Seller under this Agreement shall be a dollar amount equal to the fair market
value thereof as determined from time to time by the Seller and the Buyer and each such transaction shall be on terms no less favorable
to the Buyer than it would obtain in an comparable arm’s length transaction with a Person that is not an Affiliate (in each
case, the “Purchase Price”).


 


Section
2.03Payment of Purchase Price.


 


(a)For any transfer
or purchases the Purchase Price for any Collateral sold by the Seller to the Buyer on any Purchase Date shall be paid in a combination
of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount
of the Purchase Price, by means of a capital contribution by the Seller to the Buyer.


 


(b)The Purchase
Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in
immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of
the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts
contributed by the Seller to the Buyer.


 


(c)Notwithstanding
any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral
proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of
the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral
that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all
purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution
by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall
be deemed to be a capital contribution from the Seller to the Buyer.


 


(d)The Seller,
in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify,
with respect to the Collateral to be Purchased by the Buyer on such day, that its representations and warranties contained in Article
IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such
day.


 


(e)Upon the payment
of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest in Buyer, whether or not the
conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided
that Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller in fact
to satisfy any such condition precedent, covenant or agreement.


 


(f)The Seller and
the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or,
in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with
the transfer of a Collateral Loan in accordance with the terms of any Related Contracts may reflect that the Seller is assigning
such Collateral Loan directly to the Buyer. Nothing in such assignment agreements shall be deemed to impair the transfers of the
Collateral Loans by the Seller to the Buyer in accordance with the terms of this Agreement.


 






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Section
2.04[Intentionally Omitted].


 


Section
2.05Characterization.


 


It is the intention
of the parties hereto that the conveyance of all right, title and interest in, to and under the Collateral to the Buyer as provided
in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any
Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with
respect to the Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Collateral Loans and the
other Collateral to the Buyer to secure a debt or other obligation of the Seller. If, however, notwithstanding the intention of
the parties, the conveyance provided for in this Article II is determined to be a transfer for security and not to be an
absolute sale, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning
of Article 9 of the UCC and the Seller hereby grants to the Buyer a security interest in all right, title and interest in, to and
under the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been
made in an amount equal to the aggregate Purchase Price of the Collateral together with all of the other obligations of the Seller
hereunder. The Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights
and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
The Seller authorizes the Buyer, the Administrative Agent and the Collateral Agent on behalf of the Secured Parties to file UCC
financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral
Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in each jurisdiction
that the Buyer deems necessary in order to protect the security interests in the Collateral granted under this Section 2.05.


 


ARTICLE
III



CONDITIONS PRECEDENT


 


Section
3.01Conditions Precedent to Closing.


 


The closing hereunder
is subject to the satisfaction of the conditions precedent set forth in Section 3.1 of the Credit Agreement.


 


Section
3.02Conditions Precedent to all Purchases.


 


The obligations of
the Buyer to Purchase the Collateral from the Seller on any Purchase Date (including the initial Purchase Date) shall be subject
to the satisfaction of the following conditions precedent that:


 






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(a)all representations
and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct in all material respects
on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date);


 


(b)the Seller shall
have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase
Date, which list shall be as of such date incorporated into and made a part of this Agreement;


 


(c)on and as of
such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by
it on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s
ownership interest in the Collateral Loans have been duly filed;


 


(d)no event has
occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default (unless such purchase would
cure such Event of Default) and the Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit
Agreement;


 


(e)except in connection
with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final
day of the Reinvestment Period shall not have occurred;


 


(f)the Purchase
Date shall be a Business Day falling during the Commitment Period;


 


(g)no applicable
law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency
or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof;
and


 


(h)all corporate
and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Buyer and its assignees, and the Buyer shall have received from the Seller copies of
all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions
herein contemplated as the Buyer may reasonably have requested.


 


Section
3.03Release of Excluded Amounts.


 


The parties acknowledge
and agree that the Buyer has no interest in the Excluded Amounts. Promptly upon the receipt by or release to the Buyer of any Excluded
Amounts, the Buyer hereby irrevocably agrees to deliver and release to the Seller such Excluded Amounts, which release shall be
automatic and shall require no further act by the Buyer; provided that the Buyer shall execute and deliver such instruments
of release and assignment or other documents, or otherwise confirm the foregoing release of such Excluded Amounts, as may be reasonably
requested by the Seller in writing.


 






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ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.01Representations and Warranties Regarding the Seller.


 


As of the Effective
Date and as of each Purchase Date, the Seller represents and warrants to the Buyer for the benefit of the Buyer and each of its
successors and assigns that:


 


(a)Due Organization.
The Seller is a corporation duly incorporated and validly existing under the laws of the State of Delaware, with full power, authority
and legal right to own its assets and properties, conduct the business in which it is now engaged and to execute and deliver and
perform its obligations under this Agreement and the other Loan Documents to which it is a party.


 


(b)Due Qualification
and Good Standing. The Seller is in good standing in the State of Delaware. The Seller is duly qualified to do business and,
to the extent applicable, is in good standing and has obtained all material governmental licenses and approvals as required in
Delaware and each other jurisdiction in which the failure to be so qualified, maintain good standing or obtain such license or
approval, is likely to have a Material Adverse Effect.


 


(c)Due Authorization;
Execution and Deliver; Legal, Value and Binding; Enforceability; Valid Sale. The execution and delivery by the Seller of, and
the performance of its obligations under this Agreement and the other Loan Documents to which it is a party and the other instruments,
certificates and agreements contemplated hereby and thereby are within its powers and have been duly authorized by all requisite
action by it and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable
against it in accordance with their respective terms, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or
similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy,
receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability
of such principles is considered in a proceeding at law or in equity). This Agreement shall effect a valid sale, transfer and assignment
of or grant of a security interest in the Collateral Loans from the Seller to the Buyer, enforceable against the Seller and creditors
of and purchasers from the Seller, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting
generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency
or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is
considered in a proceeding at law or in equity).


 


(d)Non-Contravention.
None of the execution and delivery by the Seller of this Agreement or the other Loan Documents to which it is a party, the consummation
of the transactions herein or therein contemplated, or performance and compliance by it with the terms, conditions and provisions
hereof or thereof, will (i) contravene in any material respect the terms of any Constituent Documents of the Seller, or any amendment
thereof, (ii) (A) contravene in any material respect any applicable law, (B) conflict in any material respect, with or result in
any breach of, any of the terms and provisions of, or constitute a default under, any indenture, loan, agreement, mortgage, deed
of trust or other contractual restriction binding on or affecting it or any of its assets, or (C) contravene in any material respect
any order, writ, injunction or decree binding on or affecting it or any of its assets or properties or (iii) result in a breach
or violation of, or constitute a default under, any contractual obligation or any agreement or document to which it is a party
or by which it or any of its assets are bound (or to which any such obligation, agreement or document relates), in each case which
would have a Material Adverse Effect.


 






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(e)Governmental
Authorizations; Governmental Filings. Other than any filings the Seller may be required to file after the Effective Date as
a public company subject to the Exchange Act and any registration it may be required to make after the Effective Date as an investment
adviser pursuant to the Investment Advisers Act, the Seller has obtained, maintained and kept in full force and effect all Governmental
Authorizations which are necessary for it to properly carry out its business, and has made all Governmental Filings necessary for
the execution and delivery by it of the Loan Documents to which it is a party and the performance by the Seller of its obligations
under this Agreement and the other Loan Documents, and no Governmental Authorization or Governmental Filing which has not been
obtained or made is required to be obtained or made by it in connection with the execution and delivery by it of any Loan Document
to which it is a party or the performance of its obligations under this Agreement and the other Loan Documents to which it is a
party.


 


(f)Compliance
with Applicable Law. The Seller has duly observed and complied with all applicable laws, including the Securities Act and the
Investment Company Act, relating to the conduct of its business and its assets except where the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 


(g)Taxes.
The Seller has filed or caused to be filed all tax returns which, to its knowledge, are required to be filed and has paid all taxes
shown to be due and payable on such returns or on any assessments made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any applicable Authority (other than any amount of tax due, the validity
of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance
with GAAP have been provided on the books of the Seller).


 


(h)Place of
Business; No Changes. The Seller’s location (within the meaning of Article 9 of the UCC) is the State of Delaware. The
Seller has not changed its name, whether by amendment of its certificate of incorporation, by reorganization or otherwise, and
has not changed its location within the four months preceding the Effective Date.


 


(i)[Intentionally
Omitted].


 


(j)Sale Treatment.
Other than for accounting and tax purposes, the Seller has treated the transfer of Collateral Loans to the Buyer for all purposes
as a sale and/or capital contribution and purchase on all of its relevant books and records.


 






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(k)Security
Interest.


 


(i)As described
in Section 2.05 hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be
construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is
determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing security interest (as defined
in the applicable UCC) in favor of the Buyer in all right, title and interest of the Seller in, to and under the Collateral Loans,
which security interest shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens),
and is enforceable as such against creditors of and purchasers from the Seller upon execution and delivery of this Agreement, subject,
as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’
rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller
and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity);


 


(ii)the
Collateral Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,”
“investment property,” or “chattel paper,” within the meaning of the applicable UCC;


 


(iii)the
Seller owns and has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable
title to such Collateral Loans free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person;


 


(iv)the
Seller has received all consents and approvals required by the terms of the Collateral Loans to the sale of the Collateral Loans
hereunder to the Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406
of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained
in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any
such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain));


 


(v)the
Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the Collateral Loans granted to the Buyer under this Agreement
to the extent perfection can be achieved by filing a financing statement;


 


(vi)other
than the security interest granted to the Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted
a security interest in or otherwise conveyed any of the Collateral Loans. The Seller has not authorized the filing of and is not
aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral
Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B)
that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of
the filing of any judgment or tax Lien filings against the Seller;


 






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(vii)except
with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each promissory note
that constitutes or evidences the Collateral Loans have been delivered in accordance with the Credit Agreement by the Seller at
the direction of the Buyer as required under the Credit Agreement; and


 


(viii)none
of the promissory notes, if any, that constitute or evidence any Collateral Loans has any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other than the Buyer.


 


(l)Value Given.
The cash payments received by the Seller and the increase in the Seller’s equity interest in the Buyer as a result of any
capital contribution by the Seller to the Buyer in respect of the Purchase Price of the Collateral Loans sold hereunder constitute
reasonably equivalent value in consideration for the transfer to the Buyer of such Collateral Loans under this Agreement, such
transfer was not made for or on account of an antecedent debt owed by the Seller to the Buyer, and such transfer was not and is
not voidable or subject to avoidance under any applicable bankruptcy laws.


 


(m)Bulk Transfer
Laws. The transfer, assignment and conveyance of the Collateral Loans by the Seller pursuant to this Agreement are not subject
to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.


 


(n)Origination
and Collection Practices. The origination and collection practices used by the Seller and any of its Affiliates with respect
to each Collateral Loan prior to the Purchase Date with respect thereto have been consistent with the Servicing Standard.


 


(o)Lack of Intent
to Hinder, Delay or Defraud. Neither the Seller nor any of its Affiliates has sold, or will sell, any interest in any Collateral
Loans with any intent to hinder, delay or defraud any of their respective creditors.


 


(p)Nonconsolidation.
The Seller conducts its affairs such that (i) the Buyer would not be substantively consolidated in the estate of the Seller and
their respective separate existences would not be disregarded in the event of the Seller’s bankruptcy and (ii) in its capacity
as designated manager of the Buyer, such that Buyer is in compliance with the provisions of the LLC Agreement (provided, however,
the Seller does not hereby agree to maintain the solvency of the Buyer).


 


(q)No Proceedings.
There is no action, suit or proceeding pending against or, to the actual knowledge of a Senior Authorized Officer of the Seller
after due inquiry, threatened against or adversely affecting (i) the Seller or (ii) the transactions contemplated by this Agreement,
before any court, arbitrator or any governmental body, agency or official, in each case, which has had or would reasonably be expected
to have a Material Adverse Effect.


 


(r)[Intentionally
Omitted].


 






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(s)Externally
Managed Company. The Seller is an externally managed, non-diversified, closed-end management investment company.


 


(t)Investments.
The Seller was formed on May 22, 2013, and as of September 16, 2013, it held investments of approximately $59,000,000. On July
17, 2013, the Seller announced that it raised approximately $100,000,000 in gross proceeds from its initial public offering of
6,666,668 common shares.


 


The representations
and warranties set forth in this Section 4.01 shall survive the sale, transfer and assignment of the Collateral Loans to
the Buyer. Upon discovery by a Senior Authorized Officer of either the Seller or the Buyer of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other upon obtaining
knowledge of such breach.


 


Section
4.02Representations and Warranties of the Seller Relating to the Agreement and the Collateral.


 


The Seller hereby represents
and warrants to the Buyer as of the Effective Date and as of each Purchase Date:


 


(a)Valid Transfer
and Security Interest. This Agreement constitutes a valid transfer to the Buyer of all right, title and interest of the Seller
in, to and under all of the Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates;
provided that, the existence of any lien imposed by law on the property of an Obligor (as described in Section 1.3(o) of
the Credit Agreement) of which the Seller has no knowledge shall not cause a breach of this Section 4.02(a). If the conveyances
contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security
interest in all of the Collateral to the Buyer, which security interest is a valid and first priority perfected security interest
in all Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have
any claim to or interest in the Collection Account and if this Agreement constitutes the grant of a security interest in such property,
except for the interest of the Seller in such property as a debtor for purposes of the UCC.


 


(b)Eligibility
of Collateral. As of the Effective Date and each Purchase Date, (i) the Loan List is an accurate and complete listing of all
Collateral as of the related Purchase Date and the information contained therein with respect to the identity of such Collateral
and the amounts owing thereunder is true and correct in all material respects as of the related Purchase Date and (ii) as of its
Purchase Date, each such Collateral Loan satisfies or satisfied, as applicable, the definition of Collateral Loan.


 


(c)[Intentionally
Omitted].


 


(d)No Fraud.
Each Collateral Loan was originated without any fraud or material misrepresentation by the Seller or, to the best of the Seller’s
knowledge, on the part of the Obligor.


 






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(e)Ordinary
Course of Business. Any sale of Collateral Loans pursuant to this Agreement is in the ordinary course of business and financial
affairs of the Seller. Each remittance of Collections by the Seller to the Buyer, as transferee under this Agreement, will have
been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and
the Buyer and (ii) made in the ordinary course of business or financial affairs of the Seller and the Buyer.


 


Section
4.03Representations and Warranties Regarding the Buyer.


 


By its execution of
this Agreement, the Buyer represents and warrants to the Seller that:


 


(a)Due Organization.
The Buyer is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with full
power and authority to own its assets and properties, conduct the business in which it is now engaged and to execute and deliver
and perform its obligations under this Agreement and the other Loan Documents to which it is a party;


 


(b)Due Qualification
and Good Standing. The Buyer is in good standing in the State of Delaware. The Buyer is duly qualified to do business and,
to the extent applicable, is in good standing and has obtained or will obtain all material governmental licenses and approvals
in Delaware and each other jurisdiction in which the failure to be so qualified, maintain good standing or obtain such license
or approval, is likely to have a Material Adverse Effect;


 


(c)Due Authorization;
Execution and Delivery; Legal, Valid and Binding; Enforceability. The execution and delivery by the Buyer of, and the performance
of its obligations under this Agreement, the other Loan Documents to which it is a party and the other instruments, certificates
and agreements contemplated hereby or thereby are within its powers and have been duly authorized by all requisite action by it
and have been duly executed and delivered by it and constitute its legal, valid and binding obligations enforceable against it
in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether
considered in a proceeding in equity or at law;


 


(d)Non-Contravention.
None of the execution and delivery by the Buyer of this Agreement or the other Loan Documents to which it is a party, the consummation
of the transactions herein or therein contemplated, or performance and compliance by it with the terms, conditions and provisions
hereof or thereof, will (i) contravene in any material respect or result in any breach of, any of the terms and provisions of,
and will not constitute a default under, its Constituent Documents, (ii) conflict with or contravene in any material respect (A)
any applicable law, (B) any indenture, agreement or other contractual restriction binding on or affecting it or any of its assets,
or (C) contravene in any material respect any order, writ, injunction or decree binding on or affecting it or any of its assets
or properties or (iii) result in a breach or violation of, or constitute a default under, any contractual obligation or any agreement
or document to which it is a party or by which it or any of its assets are bound (or to which any such obligation, agreement or
document relates), in each case which would have a Material Adverse Effect;


 






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(e)Governmental
Authorizations; Governmental Filings. No order, consent, approval, license, authorization, or validation of, or filing, recording
or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with the execution, delivery and performance of any Loan Document (to which it is a party)
or the consummation of any of the transactions contemplated thereby other than those that have already been duly made or obtained
and remain in full force and effect or those recordings and filings in connection with the Liens granted to the Collateral Agent
under the Loan Documents, except for any order, consent, approval, license, authorization, or validation of, or filing, recording
or registration with, or exemption, that, if not obtained, would not, either individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;


 


(f)[Intentionally
Omitted.]


 


(g)Place of
Business; No Changes. The Buyer’s location (within the meaning of Article 9 of the UCC) is the State of Delaware. The
Buyer has not changed its name, whether by amendment of its certificate of formation, by reorganization or otherwise, and has not
changed its location, within the four months preceding the Effective Date.


 


(h)Sale Treatment.
Other than for accounting and tax purposes, the Buyer has treated the transfer of Collateral Loans from the Seller for all purposes
as a sale and purchase on all of its relevant books and records and other applicable documents.


 


(i)Ordinary
Course of Business. Any purchase or sale of Collateral Loans pursuant to this Agreement is in the ordinary course of business
and financial affairs of the Buyer. Each remittance of Collections by the Seller to the Buyer, as transferee under this Agreement,
will have been received by the Buyer in the ordinary course of business or financial affairs of the Buyer.


 


ARTICLE
V



COVENANTS


 


Section
5.01Affirmative Covenants of the Seller.


 


From the date hereof
until the Payment in Full Date:


 


(a)Compliance
with Laws. The Seller will comply in all material respects with all applicable requirements of law with respect to the Collateral
Loans.


 


(b)Preservation
of Corporate Existence. The Seller will preserve and maintain its corporate existence, material rights, franchises and privileges
in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction
where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or would reasonably
be expected to have, a Material Adverse Effect.


 






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(c)Performance
and Compliance with Collateral. The Seller will, at its expense, timely and fully perform and comply in all material respects
with all provisions, covenants and other promises required to be observed by it under all agreements related to such Collateral.


 


(d)Protection
of Interest in Collateral. With respect to the Collateral Purchased by the Buyer, the Seller will (i) sell such Collateral
pursuant to and in accordance with the terms of this Agreement, (ii) (at the Seller’s expense) take all action necessary
to perfect, protect and more fully evidence the Buyer’s or its assignee’s ownership of or security interest in such
Collateral free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation,
(a) filing and maintaining (at the Seller’s expense), effective financing statements naming the Seller, as debtor, the Buyer,
as secured party, and the Collateral Agent, as assignee, in all necessary or appropriate filing offices, and filing continuation
statements, amendments or assignments with respect thereto in such filing offices, and (b) executing or causing to be executed
such other instruments or notices as may be necessary or appropriate, and (iii) take all additional action that the Buyer and the
Collateral Agent or the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective
interests of the parties to this Agreement in the Collateral and of the Collateral Agent under the Credit Agreement.


 


(e)Delivery
of Collections. The Seller will cause all payments relating to all Collateral to be remitted directly to the Collection Account.
In the event any payments relating to any Collateral are remitted directly to the Seller or any Affiliate of the Seller, the Seller
will remit (or will cause all such payments to be remitted) directly to the Collection Account within two (2) Business Days following
receipt thereof, and, at all times prior to such remittance, the Seller will itself hold or, if applicable, will cause such payments
to be held in trust for the exclusive benefit of the Buyer (and its assignees).


 


(f)Separate
Identity. The Seller acknowledges that the Administrative Agent, the Lenders and the other Secured Parties are entering into
the transactions contemplated by the Credit Agreement in reliance upon the Buyer’s identity as a legal entity that is separate
from the Seller and each other Affiliate of the Seller. Therefore, from and after the date of execution and delivery of this Agreement,
the Seller will take all reasonable steps to maintain the Buyer’s identity as a legal entity that is separate from the Seller
and each other Affiliate of the Seller and to make it manifest to third parties that the Buyer is an entity with assets and liabilities
distinct from those of the Seller and each other Affiliate thereof and not just a division of the Seller or any such other Affiliate
(except as otherwise required under GAAP or applicable tax law). Without limiting the generality of the foregoing and in addition
to the other covenants set forth herein, the Seller agrees that:


 


(i)the
Seller will take all other actions necessary on its part to ensure that the Buyer is at all times in compliance with Section 5.18
of the Credit Agreement (provided, however, that the Seller does not hereby guaranty the solvency of the Buyer);


 


(ii)the
Seller shall maintain corporate records and books of account separate from those of the Buyer;


 






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(iii)the
annual financial statements of the Seller shall disclose the effects of the Seller’s transactions in accordance with GAAP
and the annual financial statements of the Seller shall not reflect in any way that the assets of the Buyer, including, without
limitation, the Collateral, could be available to pay creditors of the Seller or any other Affiliate of the Seller;


 


(iv)the
Seller shall maintain an arm’s–length relationship with the Buyer and will not hold itself out as being liable for
the debts of the Buyer;


 


(v)except
as otherwise permitted under the Credit Agreement, the Seller shall keep its assets and its liabilities wholly separate from those
of the Buyer or, other than by reason of owning equity interests of the Buyer, for any decisions or actions relating to the Buyer;


 


(vi)the
Seller will avoid the appearance, and promptly correct any known misperception of any of the Seller’s creditors, that the
assets of the Buyer are available to pay the obligations and debts of the Seller;


 


(vii)to
the extent that the Seller services the Collateral Loans and performs other services on the Buyer’s behalf, the Seller will
clearly identify itself as an agent for the Buyer in the performance of such duties; provided, however, that
the Seller will not be required to so identify itself when communicating with the Obligors not in its capacity as agent for the
Buyer but rather in its capacity as agent for a group of lenders; and


 


(viii)the
Seller shall take or refrain from taking, as applicable, each of the activities specified or assumed in the true sale and non-consolidation
opinions of Dechert LLP delivered on November 1, 2013, upon which the conclusions expressed therein are based.


 


(g)Cooperation
with Requests for Information or Documents. The Seller will cooperate fully with all reasonable requests of the Buyer regarding
the provision of any information or documents in the possession of or reasonably obtainable by the Seller without undue burden
or expense which are necessary or desirable, including the provision of such information or documents in electronic or machine–readable
format, to allow each of the Buyer and its assignees to carry out their responsibilities under the Loan Documents.


 


Section
5.02Negative Covenants of the Seller.


 


From the date hereof
until the Payment in Full Date:


 


(a)Security
Interests. Except for the transfers hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Collateral Loan, whether now existing or hereafter transferred
hereunder, or any interest therein. The Seller will promptly notify the buyer of the existence of any Lien on any Collateral Loan
and the Seller shall defend to right, title and interest of the Buyer and its assignees in, to and under the Collateral Loans,
against all claims of third parties, provided that nothing in this Section 5.02(a) shall prevent or be deemed to prohibit
the Liens created under the Credit Agreement; provided further that, the existence of any lien imposed by law on the property
of an Obligor (as described in Section 1.3(o) of the Credit Agreement) of which the Seller has no knowledge shall not cause a breach
of this Section 5.02(a).


 






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(b)Change of
Name or Location of Loan Files. The Seller shall not change its name, move the location of its principal place of business
and chief executive office, or change the jurisdiction of its incorporation, unless the Seller gives 30 days’ prior written
notice thereof to the Buyer, the Collateral Agent and the Administrative Agent and takes all actions required under the UCC of
each relevant jurisdiction in order to continue the first priority perfected security interest of the Buyer and the Collateral
Agent, for the benefit of the Secured Parties, in the Collateral.


 


(c)Accounting
of Purchases. Other than for tax and consolidated accounting purposes, the Seller will not account for or treat (whether in
financial statements or otherwise) the transactions contemplated hereby in any manner other than as a sale of the Collateral by
the Seller to the Buyer; provided that for federal income tax reporting purposes, the Buyer is treated as a “disregarded
entity” and, therefore, the transfer of Collateral by the Seller to the Buyer hereunder will not be recognized.


 


(d)Change in
Payment Instructions to Obligor. The Seller shall not make any change in its instructions to Obligors regarding payments to
be made to the Collection Account, unless the Administrative Agent shall have given its prior written consent to such change.


 


ARTICLE
VI



Option to repurchase AND SUBSTITute collateral loans


 


Section
6.01Substitution of Collateral Loans.


 


On any day prior to
the occurrence of an Event of Default (and thereafter with the prior consent of the Administrative Agent) and so long as the Buyer
is permitted to do so pursuant to Section 10.1(a)(vii) of the Credit Agreement, the Seller may, subject to the conditions set forth
in this Section 6.01, replace any Credit Risk Loan or Defaulted Loan with one or more other Collateral Loans, provided that
no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:


 


(a)the Seller has
notified the Buyer, the Collateral Agent and the Administrative Agent in writing identifying the Collateral Loan to be replaced
(a “Replaced Loan”) and the Collateral Loan(s) to be substituted therefore (each, a “Substitute Loan”);


 


(b)each Substitute
Loan is a Collateral Loan meeting the requirements set forth in the definition of Collateral Loan on the date of substitution;


 


(c)the aggregate
outstanding principal balance of such Substitute Loan(s) shall be equal to or greater than the outstanding principal balance of
such Replaced Loan(s);


 


(d)the substitution
of any Substitute Loan will not cause a Default or an Event of Default to occur;


 






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(e)the Repurchase
and Substitution Limits applicable to any such substitution are satisfied;


 


(f)after giving
effect to any such substitution, each Coverage Test shall be satisfied;


 


(g)after giving
effect to any such substitution, each Collateral Quality Test is maintained or improved;


 


(h)after giving
effect to any such substitution, the Eligibility Criteria shall be satisfied;


 


(i)the Seller shall
deliver to the Buyer on the date of such substitution a revised Schedule I that shall include such Substitute Loan(s) and shall
have deleted such Replaced Loan(s); and


 


(j)the Seller shall
deliver to the Buyer, the Collateral Agent and the Administrative Agent on the date of such substitution a certificate of an Authorized
Officer stating that the foregoing conditions have been or will be met upon such replacement and substitution and an assignment
substantially in the form of Exhibit A hereto with respect to such Substitute Loan(s).


 


Section
6.02Seller’s Optional Right to Repurchase Collateral Loans.


 


(a)In addition
to its right of substitution hereunder, on any day prior to the occurrence of an Event of Default (and thereafter with the prior
consent of the Administrative Agent) and so long as the Buyer is permitted to do so pursuant to Section 10.1(a)(vii) of
the Credit Agreement, the Seller may, subject to the conditions set forth in this Section 6.02, repurchase any Credit Risk
Loan or Defaulted Loan at the Repurchase Price, provided that no such repurchase shall occur unless each of the following conditions
is satisfied as of the date thereof:


 


(i)the
Repurchase and Substitution Limits applicable to any such repurchase are satisfied;


 


(ii)the
Seller shall deposit in the Collection Account the Repurchase Price with respect to such Credit Risk Loan or Defaulted Loan as
of the date of such repurchase.


 


(b)Promptly upon
request of the Seller to do so, the Buyer (or the Collateral Manager on its behalf) shall determine the Repurchase Price and shall
notify the Seller of each thereof and of the Repurchase Price with respect thereto should the Seller elect to exercise its repurchase
option. No later than ten (10) Business Days after receipt of such information, the Seller may, at its option, by written notice
to the Buyer, the Collateral Manager, the Administrative Agent and the Collateral Agent, elect to exercise its right to repurchase
such Credit Risk Loan or Defaulted Loan and, on such date or within five (5) Business Days thereafter, repurchase such Credit Risk
Loan or Defaulted Loan. Failure by the Seller to exercise such option to repurchase any Credit Risk Loan or Defaulted Loan at any
time shall not affect the ability of the Seller to exercise such right at a later date with respect to such Credit Risk Loan or
Defaulted Loan provided the Repurchase Price is redetermined at such later time.


 






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(c)Contemporaneously
with the receipt of the Repurchase Price, the Buyer shall sell, transfer, assign, set over and otherwise convey to the Seller,
without recourse, all the right, title and interest of the Buyer in, to and under any Credit Risk Loan or Defaulted Loan repurchased
by the Seller pursuant to Section 6.02(a), and the Buyer shall cause the Collateral Agent to release the Lien of the Credit
Agreement thereon.


 


 


ARTICLE
VII



INDEMNIFICATION BY THE ORIGINATOR


 


Section
7.01Indemnification.


 


The Seller agrees to
indemnify, defend and hold harmless the Buyer, its officers, directors, employees and agents (any one of which is an “Indemnified
Party”) from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any
indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees
and related costs and any other reasonable costs, fees and expenses that such Person may sustain as a result of the Seller’s
fraud or the failure of the Seller to perform its duties in compliance in all material respects with the terms of this Agreement,
except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification, provided
that the Seller shall not be liable for any consequential (including loss of profit), indirect, special or punitive damages hereunder.
Any Person seeking indemnification hereunder shall promptly notify the Seller if such Person receives a complaint, claim, compulsory
process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure
to provide such notice shall not relieve the Seller of its indemnification obligations hereunder unless and to the extent the Seller
is deprived of material substantive or procedural rights or defenses as a result thereof. The Seller shall assume (with the consent
of the Indemnified Party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay
all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against the Indemnified Party in respect of such claim. The parties agree that the provisions of this
Section 7.01 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy, insolvency
or lack of creditworthiness of an Obligor with respect to a Collateral Loan. The Seller shall have no liability for making indemnification
hereunder to the extent any such indemnification constitutes recourse for uncollectible or uncollected Collateral Loans.


 


Section
7.02Liabilities to Obligors.


 


Except with respect
to the funding commitment assumed by the Buyer with respect to any Delayed Funding Loan or Revolving Collateral Loan, no obligation
or liability to any Obligor under any of the Collateral Loans is intended to be assumed by the Buyer, the Collateral Agent or any
of the other the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby.


 






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Section
7.03Operation of Indemnities.


 


If the Seller has made
any indemnity payments to an Indemnified Party pursuant to this Article VII and such Indemnified Party thereafter collects
any such amounts from others, such Indemnified Party will repay such amounts collected to the Seller.


 


ARTICLE
VIII



TERM AND TERMINATION


 


Section
8.01Termination.


 


This Agreement shall
commence as of the date of execution and delivery hereof and shall continue in full force and effect until the earlier of (i) the
Payment in Full Date and (ii) with the prior written consent of the Administrative Agent, the date specified by either party upon
30 days’ prior written notice to the other party as the termination date; provided that the termination of this Agreement
pursuant to this Section 8.01 shall not discharge any Person from obligations incurred prior to any such termination of
this Agreement.


 


ARTICLE
IX



MISCELLANEOUS


 


Section
9.01Amendments and Waivers.


 


Except as provided
in this Section 9.01, no amendment, waiver or other modification of any provision of this Agreement shall be effective unless
signed by the Buyer and Seller and consented to in writing by the Majority Lenders, other than an amendment to this Agreement to
incorporate by reference and/or amend a Loan List on the related Purchase Date.


 


Section
9.02Notices, Etc.


 


All notices and other
communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed, e-mailed, transmitted or
delivered, as to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address
as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall
be effective, upon receipt, or in the case of (a) notice by mail, three Business Days after being deposited in the United States
mail, first class postage prepaid, (b) notice by e-mail or by facsimile mail, when electronic confirmation or verbal communication
of receipt is obtained.


 


Section
9.03Binding Effect; Benefit of Agreement.


 


This Agreement shall
inure to the benefit of, and the obligations hereunder shall be binding upon, the parties hereto and their respective successors
and permitted assigns. The Seller agrees that the Collateral Agent, as agent for the Secured Parties under the Credit Agreement,
shall be a third party beneficiary hereof. Any permitted assigns of the Buyer shall be third-party beneficiaries of this Agreement.


 






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Section
9.04Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue Service
of Process.


 


THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO
THE NON–EXCLUSIVE JURISDICTION OF ANY COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED
COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


Each of the Buyer and
the Seller agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid,
to the Buyer or the Seller, as applicable, at its address specified in the signature pages to this Agreement or at such other address
as the Collateral Agent and the Administrative Agent shall have been notified in accordance with the Credit Agreement. Nothing
in this Section 9.04 shall affect the right of the Collateral Agent or the Administrative Agent to serve legal process in
any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.


 


Section
9.05Waiver of Jury Trial.


 


TO THE EXTENT PERMITTED
BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH
DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.


 


Section
9.06Certain Taxes. The Seller shall pay on demand any and all stamp, sales,
excise and other taxes and fees payable or determined to be payable to any applicable Authority in connection with the execution,
delivery, filing and recording of this Agreement and the other documents to be delivered hereunder.


 


Section
9.07Non-Petition.


 


(a)The Seller hereby
agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against the Buyer any bankruptcy,
reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under federal
or state bankruptcy or similar laws until at least one year and one day, or if longer, the applicable preference period then in
effect plus one day, after the Payment in Full of the Loans and termination of all Commitments, provided that nothing in this Section
9.07 shall preclude, or be deemed to stop, the Seller (i) from taking any action prior to the expiration of the aforementioned
one year and one day period, or if longer the applicable preference period then in effect plus one day, in (a) any case or proceeding
voluntarily filed or commenced by the Buyer or (b) any involuntary insolvency proceeding filed or commenced against the Buyer by
a Person other than the Seller or its Affiliates, or (ii) from commencing against the Buyer or any properties of the Buyer any
legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding
or other proceeding under federal or state bankruptcy or similar laws.


 






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(b)The provisions
of this Section 9.07 shall survive the termination of this Agreement.


 


Section
9.08Recourse Against Certain Parties.


 


(a)No recourse
under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other
obligations) of the Seller as contained in this Agreement, any other Loan Document or any other agreement, instrument or document
entered into by it pursuant to or in connection with this Agreement or any other Loan Document shall be had against any stockholder,
incorporator, authorized representative, officer, employee or director of the Seller 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 Seller contained in this Agreement, any other Loan Document and all of the other agreements, instruments and
documents entered into by it pursuant to or in connection with this Agreement or any other Loan Document are, in each case, solely
the corporate obligations of the Seller, and that no personal liability whatsoever shall attach to or be incurred by any stockholder,
incorporator, authorized representative, officer, employee or director of the Seller, or any of them, under or by reason of any
of the obligations, covenants or agreements of the Seller contained in this Agreement, any other Loan Document or in any other
such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of each stockholder,
incorporator, authorized representative, officer, employee or director of the Seller, or any of them, for breaches by the Seller
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. The provisions
of this Section 9.08(a) shall survive the termination of this Agreement.


 


(b)Notwithstanding
any other provision of this Agreement, the obligations of the Buyer under this Agreement and any other Loan Document are limited
recourse obligations of the Buyer payable solely from the Collateral and, following realization of the Collateral, and application
of the proceeds thereof in accordance with the Priority of Payments and all obligations of and any claims by the Seller against
the Buyer hereunder after any such realization and application shall be extinguished and shall not thereafter revive. No recourse
under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other
obligations) of the Buyer as contained in this Agreement, any other Loan Document or any other agreement, instrument or document
entered into by it pursuant to or in connection with this Agreement or any other Loan Document shall be had against any member,
manager, authorized representative, officer, employee or director of the Buyer 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 Buyer contained in this Agreement, any other Loan Document and all of the other agreements, instruments and documents entered
into by it pursuant to or in connection with this Agreement and any other Loan Document are, in each case, solely the limited liability
company obligations of the Buyer, and that no personal liability whatsoever shall attach to or be incurred by any authorized representative,
member, manager, officer, employee or director of the Buyer or any of them, under or by reason of any of the obligations, covenants
or agreements of the Buyer contained in this Agreement, any other Loan Document or in any other such instruments, documents or
agreements, or which are implied therefrom, and that any and all personal liability of each authorized representative, member,
manager, officer, employee or director of the Buyer, or any of them, for breaches by the Buyer 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. The provisions of this Section
9.08(b) shall survive the termination of this Agreement.


 






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Section
9.09Protection of Right, Title and Interest in, to and under the Collateral; Further Action Evidencing Purchases.


 


(a)The Seller shall
cause all financing statements and continuation statements and any other necessary documents perfecting the Buyer’s security
and interest in the Collateral to be promptly recorded, registered and filed, and at all times to be kept recorded, registered
and filed, all in such manner and in such places as may be required by law fully to preserve and protect the perfection and priority
of the security interest of the Buyer in all property comprising the Collateral. The Seller shall deliver to the Buyer the file–stamped
copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following
such recording, registration or filing. The Seller shall cooperate fully with the Buyer in connection with the obligations set
forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 9.09(a).


 


(b)The Seller agrees
that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions,
that the Buyer, the Administrative Agent or the Collateral Agent, on behalf of the Secured Parties, may reasonably request in order
to perfect, protect or more fully evidence the Purchases hereunder and the security and/or interest granted in the Collateral.


 


(c)If the Seller
fails to perform any of its obligations hereunder, the Buyer or the Administrative Agent may (but shall not be required to) perform,
or cause performance of, such obligation; and the Buyer’s, the Collateral Agent’s or the Administrative Agent’s
costs and expenses incurred in connection therewith shall be payable by the Seller. The Seller irrevocably authorizes the Buyer,
the Collateral Agent or the Administrative Agent at any time (so long as it has filed to perform its obligations hereunder) at
the Buyer’s, the Collateral Agent’s or the Administrative Agent’s sole discretion and appoints the Collateral
Agent and the Administrative Agent as its attorney–in–fact to act on behalf of the Seller (i) to execute on behalf
of the Seller and to file financing statements on behalf of the Seller, as debtor, necessary or desirable in the Buyer’s,
the Collateral Agent’s and the Administrative Agent’s sole discretion to perfect and to maintain the perfection and
priority of the security interest of the Buyer (and its assignees) in the Collateral 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 Buyer, the Collateral Agent or the Administrative Agent in its sole discretion deems necessary or desirable to perfect
and to maintain the perfection and priority of the security interests of the Buyer (and its assignees) in the Collateral. This
appointment is coupled with an interest and is irrevocable.


 






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Section
9.10Execution 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, together with the Credit Agreement and
the other Loan Documents, to the extent that a party is a signatory thereto, and any agreements or letters (including fee letters)
executed in connection herewith contains the final and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject
matter hereof, superseding all prior oral or written understandings.


 


Section
9.11Heading 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
9.12Assignment.


 


Notwithstanding anything
to the contrary contained herein, this Agreement may not be assigned by the Buyer or the Seller except as permitted by this Section
9.12 or by the Credit Agreement. Simultaneously with the execution and delivery of this Agreement, the Buyer shall collaterally
assign all of its right, title and interest herein to the Collateral Agent for the benefit of the Secured Parties, to which assignment
the Seller hereby expressly consents. Upon such assignment, the Seller agrees to perform its obligations hereunder for the benefit
of the Collateral Agent for the benefit of the Secured Parties and the Collateral Agent, in such capacity, shall be a third party
beneficiary hereof. The Collateral Agent on behalf of the Secured Parties under the Credit Agreement upon such assignment may enforce
the provisions of this Agreement, exercise the rights of the Buyer and enforce the obligations of the Seller hereunder without
joinder of the Buyer.


 






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Section
9.13No Waiver; Cumulative Remedies.


 


No failure to exercise
and no delay in exercising, on the part of the Buyer or the Seller, any right, remedy, power or privilege hereunder, shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Any waiver of
this Agreement shall be effective only in the specific instance and for the specific purpose for which given.


 







 


 


[Remainder of Page Intentionally Left
Blank.]


 






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


 


FIFTH STREET SENIOR FLOATING RATE CORP.,

as the Seller


 


By: ______________________________

Name:

Title:


 


 


 


FS SENIOR FUNDING LLC,

as the Buyer


 


By: ______________________________

Name:

Title:


 






    	 



    	 



    

 





Exhibit A


 





Form of Assignment


 


[ Date ]


 


In accordance with
the Loan Sale and Contribution Agreement (together with all amendments and modifications from time to time thereto, the “Agreement”),
dated as of November 1, 2013, made by and between the undersigned, Fifth Street Senior Floating Rate Corp., as the Seller (together
with its successors and permitted assigns, the “Seller”), and FS Senior Funding LLC, as the Buyer (together
with its successors and permitted assigns, the “Buyer”), as assignee thereunder, the undersigned does hereby
sell, transfer, convey and assign, set over and otherwise convey to the Buyer, all of the Seller’s right, title and interest
in, to and under the following (including, without limitation, all obligations of the lender to fund any Revolving Collateral Loan
or Delayed Funding Loan conveyed by the undersigned to Buyer hereunder which obligations Buyer hereby assumes):


 


(i)the
Collateral Loans listed on Schedule I attached hereto (which Schedule I is hereby incorporated by reference in and shall become
part of the Loan List referred to as Schedule I in the Agreement), all payments paid in respect thereof and all monies due, to
become due or paid in respect thereof accruing on and after the Purchase Date and all Collections and other recoveries thereon,
in each case as they arise after the Purchase Date;


 


(ii)all
Liens with respect to the Collateral Loans referred to in clause (i) above;


 


(iii)all
Related Contracts with respect to the Collateral Loans referred to in clause (i) above;


 


(iv)all
collateral security granted under any Related Contracts; and


 


(v)all
income, payments, proceeds and other benefits of any and all of the foregoing, including but not limited to, all accounts, cash
and currency, chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures,
general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights,
software, supporting obligations, accessions, proceeds and other property consisting of, arising out of, or related to the foregoing,
but excluding any Excluded Amount with respect thereto.


 


Capitalized terms used
herein have the meaning given such terms in the Agreement.


 


This Assignment is
made pursuant to and in reliance upon the representations and warranties on the part of the undersigned contained in Article IV
of the Agreement and no others.


 


THIS ASSIGNMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has caused this Assignment to be duly executed on the date written above.


 


FIFTH STREET SENIOR FLOATING RATE CORP.


 


By: ___________________________________

Name: _________________________________

Title: __________________________________


 









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