EXHIBIT F Form of Notice of Reduction (Reduction of Facility
Amount) EXHIBIT G Form of Certificate of Closing Attorneys EXHIBIT H-1 Form of
Servicer Quarterly Report EXHIBIT H-2 Form of Servicer Monthly Report EXHIBIT
H-3 Form of Servicer Advance Date Report EXHIBIT I Form of Servicer Certificate
(Servicer Quarterly Report, Servicer Monthly Report, Servicer Advance Date
Report) EXHIBIT J Form of Release of Required Loan Documents EXHIBIT K Form of
Assignment and Acceptance EXHIBIT L Form of Joinder Supplement EXHIBIT M Form of
Notice of Commitment Increase Request EXHIBIT N Form of Officer's Certificate
(Solvency) EXHIBIT O Form of Notice and Request for Consent to Lien Release
Dividend EXHIBIT P Form of U.S. Tax Compliance Certificates EXHIBIT Q Form of
Collateral Agent Report
-v-
THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented,
restated or replaced from time to time, this "Agreement") is made as of November
22, 2019, among:
(1)
MEADOWBROOK RUN LLC, a Delaware limited liability company
(together with its successors and assigns in such capacity, the "Borrower");
(2)
FS INVESTMENT CORPORATION II, a Maryland corporation, as the
Servicer (as defined herein) and the Equityholder (as defined herein);
(3)
EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with
its respective successors and assigns in such capacity, each a "Lender" and
collectively, the "Lenders");
(4)
MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent
(together with its successors and assigns in such capacity, the "Administrative
Agent"); and
(5)
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as the
Collateral Agent (together with its successors and assigns in such capacity, the
"Collateral Agent"), the Account Bank (as defined herein) and the Collateral
Custodian (together with its successors and assigns in such capacity, the
"Collateral Custodian").
RECITALS
WHEREAS, the Borrower has requested that the Lenders make available to the
Borrower a revolving loan facility in the maximum principal amount of up to the
Facility Amount (as defined below), the proceeds of which shall be used by the
Borrower to fund the purchase of certain Eligible Loan Assets (as defined
below);
WHEREAS, the Borrower is willing to grant to the Collateral Agent, for the
benefit of the Secured Parties (as defined below), a lien on and security
interest in the Collateral Portfolio (as defined below) to secure the payment in
full of the Obligations (as defined below);
WHEREAS, the Lenders are willing to extend financing to the Borrower on the
terms and conditions set forth herein;
WHEREAS, the Borrower also desires to retain the Servicer to perform certain
servicing functions related to the Collateral Portfolio on the terms and
conditions set forth herein; and
WHEREAS, the Servicer desires to perform certain servicing functions related to
the Collateral Portfolio on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
ARTICLE I.
DEFINITIONS
Section 1.01
Certain Defined Terms.
(a)