FS KKR Capital Corp

Current report (Form 8-K) · Jun 3, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

FSK

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 3, 2026

Overview Analysis Documents(7)Full text Exhibits(1)

Type

EX-10.1

File

tm2616740d1_ex10-1.htm

Document text
EX-10.1 · tm2616740d1_ex10-1.htm EX-10.1 2 tm2616740d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION NINTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (CCT Tokyo Funding LLC) THIS NINTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2026 (this “ Amendment ”), is entered into by and among CCT TOKYO FUNDING LLC, as the Borrower (the “ Borrower ”), FS KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.), as the Servicer, the Lender identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION, the Administrative Agent (in such capacity, the “ Administrative Agent ”). R E C I T A L S WHEREAS, the above-named parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Agreement ”), by and among the Borrower, the Transferor, the Servicer, each of the Lenders from time to time party thereto, the Collateral Agent and the Administrative Agent; and WHEREAS, pursuant to and in accordance with Section 11.01 of the Agreement (as amended by this Amendment), the parties hereto desire to amend the Agreement in certain respects as provided herein; NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows: SECTION 1.          Definitions . Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement (as amended by this Amendment). SECTION 2.          Amendment . Effective as of the date hereof, the parties hereto agree that the Agreement is hereby amended as indicated in the attached Annex A to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ). SECTION 3.          Agreement in Full Force and Effect as Amended . Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement. SECTION 4.          Representations and Warranties . Each of the Borrower and Servicer hereby represents and warrants as of the date of this Amendment as follows: (a)           this Amendment has been duly executed and delivered by it; (b)           this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and (c)           there is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering into this Amendment. SECTION 5.          Conditions to Effectiveness . The effectiveness of this Amendment is subject to the receipt by (A) the Administrative Agent of (a) executed counterparts (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letter related thereto and (b) the fee payable on the date hereof as specified in the fee letter and (B) Mayer Brown LLP of its fees invoiced to date. SECTION 6.          Miscellaneous . (a)          This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings . (b)          The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. (c)          This Amendment may not be amended or otherwise modified except as provided in the Agreement. 2 (d)          In case any provision in or obligation under this Amendment 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. (e)          This Amendment 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. (f)          THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. (g)          Each party hereto hereby irrevocably submits to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to this Amendment and the other Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law . [Signature Pages Follow] 3 IN WITNESS WHEREOF , the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above. BORROWER: CCT TOKYO FUNDING LLC By: /s/ William Goebel Name: William Goebel Title:   Chief Financial Officer SERVICER: FS KKR CAPITAL CORP. By: /s/ William Goebel Name: William Goebel Title:   Chief Accounting Officer [Signatures Continue on the Following Page] [Signature Page to Ninth Amendment – CCT Tokyo Funding LLC] ADMINISTRATIVE AGENT: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Christopher Keeshan Name: Christopher Keeshan Title: Managing Director LENDER: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Christopher Keeshan Name: Christopher Keeshan Title: Managing Director [Signature Page to Ninth Amendment – CCT Tokyo Funding LLC] ANNEX A See Attached CONFORMED THROUGH NINTH AMENDMENT Up to U.S.$300,000,000 LOAN AND SERVICING AGREEMENT Dated as of December 2, 2015 Among CCT TOKYO FUNDING LLC, as the Borrower FS KKR CAPITAL CORP., as the Servicer and as the Transferor SUMITOMO MITSUI BANKING CORPORATION, as the Administrative Agent and as the Collateral Agent and EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders Table of Contents Page ARTICLE I.           DEFINITIONS 1 SECTION 1.01 Certain Defined Terms 1 SECTION 1.02 Other Terms 43 SECTION 1.03 Computation of Time Periods 44 SECTION 1.04 Interpretation 44 SECTION 1.05 Nature of Obligations 44 SECTION 1.06 Divisions 45 SECTION 1.07 Rates 45 ARTICLE II.          THE FACILITY 45 SECTION 2.01 Variable Funding Note and Advances 45 SECTION 2.02 Procedure for Advances 47 SECTION 2.03 Determination of Yield 50 SECTION 2.04 Remittance Procedures 50 SECTION 2.05 Instructions to the Collateral Agent 54 SECTION 2.06 Borrowing Base Deficiency Payments 54 SECTION 2.07 Substitution and Sale of Loan Assets; Affiliate Transactions 55 SECTION 2.08 Payments and Computations, Etc. 60 SECTION 2.09 Fees 61 SECTION 2.10 Increased Costs; Capital Adequacy 61 SECTION 2.11 Taxes 63 SECTION 2.12 Collateral Assignment of Agreements 66 SECTION 2.13 Grant of a Security Interest 66 SECTION 2.14 Evidence of Debt 67 SECTION 2.15 Survival of Representations and Warranties 67 SECTION 2.16 Release of Loan Assets 67 SECTION 2.17 Treatment of Amounts Received by the Borrower 67 SECTION 2.18 Prepayment; Termination 68 SECTION 2.19 Value Adjustment Events 68 SECTION 2.20 Collections and Allocations 69 i Table of Contents (continued) Page SECTION 2.21 Reinvestment of Principal Collections 70 SECTION 2.22 Additional Lenders 71 SECTION 2.23 Inability to Determine Rates; Benchmark Replacement Setting; Illegality 71 ARTICLE III.        CONDITIONS PRECEDENT 74 SECTION 3.01 Conditions Precedent to Effectiveness 74 SECTION 3.02 Conditions Precedent to All Advances 75 SECTION 3.03 Advances Do Not Constitute a Waiver 78 SECTION 3.04 Conditions to Pledges of Loan Assets 78 ARTICLE IV.        REPRESENTATIONS AND WARRANTIES 80 SECTION 4.01 Representations and Warranties of the Borrower 80 SECTION 4.02 Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio 88 SECTION 4.03 Representations and Warranties of the Servicer 89 ARTICLE V.         GENERAL COVENANTS 93 SECTION 5.01 Affirmative Covenants of the Borrower 93 SECTION 5.02 Negative Covenants of the Borrower 100 SECTION 5.03 Affirmative Covenants of the Servicer 103 SECTION 5.04 Negative Covenants of the Servicer 108 ARTICLE VI.        ADMINISTRATION AND SERVICING OF CONTRACTS 110 SECTION 6.01 Appointment and Designation of the Servicer 110 SECTION 6.02 Duties of the Servicer 112 SECTION 6.03 Authorization of the Servicer 115 SECTION 6.04 Collection of Payments; Accounts 115 SECTION 6.05 Realization Upon Loan Assets 117 SECTION 6.06 Servicing Compensation 118 SECTION 6.07 Payment of Certain Expenses by Servicer 118 SECTION 6.08 Reports to the Administrative Agent; Account Statements; Servicing Information 118 SECTION 6.09 Annual Statement as to Compliance 121 SECTION 6.10 Annual Independent Public Accountant’s Servicing Reports 121 SECTION 6.11 The Servicer Not to Resign 121 ii Table of Contents (continued) Page ARTICLE VII.       EVENTS OF DEFAULT 122 SECTION 7.01 Events of Default 122 SECTION 7.02 Additional Remedies of the Administrative Agent 126 ARTICLE VIII.      INDEMNIFICATION 129 SECTION 8.01 Indemnities by the Borrower 129 SECTION 8.02 Indemnities by Servicer 132 SECTION 8.03 Legal Proceedings 134 SECTION 8.04 After-Tax Basis 135 ARTICLE IX.        THE ADMINISTRATIVE AGENT 135 SECTION 9.01 The Administrative Agent 135 ARTICLE X.         COLLATERAL AGENT 142 SECTION 10.01 Designation of Collateral Agent 142 SECTION 10.02 Duties of Collateral Agent 142 SECTION 10.03 Merger or Consolidation 144 SECTION 10.04 Collateral Agent Compensation 145 SECTION 10.05 Collateral Agent Removal 145 SECTION 10.06 Limitation on Liability 145 SECTION 10.07 Collateral Agent Resignation 146 ARTICLE XI.        MISCELLANEOUS 147 SECTION 11.01 Amendments and Waivers 147 SECTION 11.02 Notices, Etc. 147 SECTION 11.03 No Waiver; Remedies 148 SECTION 11.04 Binding Effect; Assignability; Multiple Lenders 148 SECTION 11.05 Term of This Agreement 149 SECTION 11.06 GOVERNING LAW; JURY WAIVER 149 SECTION 11.07 Costs, Expenses and Taxes 149 SECTION 11.08 No Proceedings 150 SECTION 11.09 Recourse Against Certain Parties 151 SECTION 11.10 Execution in Counterparts; Severability; Integration 152 iii Table of Contents (continued) Page SECTION 11.11 Consent to Jurisdiction; Service of Process 152 SECTION 11.12 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement 153 SECTION 11.13 Confidentiality 154 SECTION 11.14 Non-Confidentiality of Tax Treatment 155 SECTION 11.15 Waiver of Set Off 155 SECTION 11.16 Headings and Exhibits 155 SECTION 11.17 Ratable Payments 156 SECTION 11.18 Failure of Borrower or Servicer to Perform Certain Obligations 156 SECTION 11.19 Power of Attorney 156 SECTION 11.20 Delivery of Termination Statements, Releases, etc. 156 SECTION 11.21 Permitted BDC Merger 156 SECTION 11.22 Acknowledgement Regarding Any Supported QFCs 157 iv LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE I Conditions Precedent Documents SCHEDULE II Eligibility Criteria SCHEDULE III Agreed-Upon Procedures For Independent Public Accountants SCHEDULE IV Loan Asset Schedule SCHEDULE V Advance Funding Account – Wire Instructions SCHEDULE VI Schedule VI Loan Assets EXHIBITS EXHIBIT A Form of Approval Notice EXHIBIT B Form of Borrowing Base Certificate EXHIBIT C Form of Conversion Notice EXHIBIT D Form of Disbursement Request EXHIBIT E Form of Joinder Supplement EXHIBIT F Form of Notice of Borrowing EXHIBIT G Form of Notice of Reduction (Reduction of Advances Outstanding/Maximum Facility Amount) EXHIBIT H Form of Variable Funding Note EXHIBIT I Form of Notice and Request for Consent EXHIBIT J-1 Form of Monthly Servicing Report EXHIBIT J-2 Form of Quarterly Servicing Report EXHIBIT K Form of Servicer’s Certificate (Servicing Report) EXHIBIT L Form of Release of Required Loan Documents EXHIBIT M Form of Assignment and Acceptance EXHIBIT N Form of Power of Attorney for Servicer EXHIBIT O Form of Power of Attorney for Borrower EXHIBIT P Form of Servicer’s Certificate (Loan Asset Register) EXHIBIT Q Form of Underwriting Request ANNEXES ANNEX A Commitments v Table of Contents Page This LOAN AND SERVICING AGREEMENT is made as of December 2, 2015, among: (1)             CCT TOKYO FUNDING LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “ Borrower ”); (2)             FS KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, as the Servicer (as defined herein) and as the Transferor (as defined herein); (3)             SUMITOMO MITSUI BANKING CORPORATION, a Japanese joint stock corporation, as Administrative Agent (together with its successors and assigns in such capacity, the “ Administrative Agent ”) and as the Collateral Agent (together with its successors and assigns in such capacity, the “ Collateral Agent ”); and (4)             EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender. PRELIMINARY STATEMENT The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in an aggregate principal amount not to exceed the Borrowing Base. The proceeds of the Advances will be used (a) to finance the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets from the Transferor, approved by the Administrative Agent, pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor, (b) to finance the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets, approved by the Administrative Agent, from Persons that are not Affiliates of the Borrower, the Servicer or the Transferor, (c) to fund the Unfunded Exposure Account and (d) to distribute such proceeds to the Borrower’s parent. Further, the Lenders, in entering into this transaction, are relying on the separateness of the Borrower from the Parent as an important structural element of this transaction. Accordingly, the parties agree as follows: ARTICLE I. DEFINITIONS SECTION 1.01        Certain Defined Terms . (a)             Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.01. (b)             As used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a part hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “ 1940 Act ” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. “ Account Bank ” means Wells Fargo, in its capacity as the “Account Bank” pursuant to the Control Agreement. “ Action ” has the meaning assigned to that term in Section 8.03. “ Additional Amount ” has the meaning assigned to that term in Section 2.11(a ). “ Adjusted Borrowing Value ” means for any Loan Asset, for any date of determination, an amount equal to the Assigned Value of such Loan Asset at such time multiplied by the Outstanding Balance of such Loan Asset; provided that the Adjusted Borrowing Value of any Warranty Loan Asset or Loan Asset (or, if applicable, any portion thereof representing the Excess Concentration Amount for such Loan Asset) that is no longer an Eligible Loan Asset shall be zero ( provided that the Administrative Agent in its sole and absolute discretion, may agree to a value other than zero). “ Administrative Agent ” means Sumitomo Mitsui Banking Corporation, in its capacity as administrative agent for the Lenders, together with its successors and assigns, including any successor appointed pursuant to Article IX. “ Advance ” means each Term Advance or Revolving Advance advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II. “ Advance Date ” means, with respect to any Advance, the Business Day on which such Advance is made. “ Advance Funding Account ” means an account in the name of the Borrower (account number 84455304 at the Account Bank) with the wire instructions set forth on Schedule V or such other account or with such other wire instructions as from time to time the Borrower has designated to the Administrative Agent in writing with evidence satisfactory to the Administrative Agent confirming that a Responsible Officer of the Borrower has requested such account or wire instruction modification in writing. “ Advances Outstanding ” means, at any time, the sum of the principal amounts of Advances made to the Borrower for the initial and any subsequent borrowings pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed as repayment of principal amounts of Advances Outstanding pursuant to Section 2.04 at or prior to such time and any other amounts received by the Lenders to repay the principal amounts of Advances Outstanding pursuant to Section 2.18 or otherwise at or prior to such time; provided that the principal amounts of Advances Outstanding shall not be reduced by any Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason. “ Affected Party ” has the meaning assigned to that term in Section 2.10. 2 “ Affiliate ” when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that for purposes of determining whether any Loan Asset is an Eligible Loan Asset or for purposes of Section 5.01(b)(xix) , the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership or control by (x) a common Financial Sponsor, (y) a Financial Sponsor that is under common control with such Person or (z) Persons under common control in different industries and whose assets do not cross-collateralize different Loan Assets. “ Agented Note ” means any Loan Asset (i) originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio and (ii) with respect to which, upon an assignment of the note to the Borrower, the Borrower, as assignee of the note, will have all of the rights but none of the obligations of the transferor with respect to such note and the Underlying Collateral. “ Agreement ” means this Loan and Servicing Agreement (including any schedules, exhibits or annexes), as the same may be amended, restated, supplemented and/or otherwise modified from time to time hereafter. “ Agreement and Plan of Merger ” means that certain Agreement and Plan of Merger, dated as of July 22, 2018, by and among CCT, FS Investment Corporation, IC Acquisition, Inc. and FS/KKR Advisor, LLC. “ Anti-Corruption Laws ” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Servicer or any of their respective Subsidiaries or their respective Related Parties is located or doing business. “ Anti-Money Laundering Laws ” means Applicable Law in any jurisdiction in which the Borrower, the Servicer or any of their respective Subsidiaries or their respective Related Parties are located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. “ Applicable Law ” means for any Person or property of such Person all existing and future laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and published interpretations by any Governmental Authority applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. 3 “ Applicable Percentage ” means, for each Eligible Loan Asset, the corresponding percentage for the type of Loan Asset (such type to be determined as of the Cut-Off Date of each Loan Asset and set forth on Approval Notice pertaining to such Loan) set forth below: (a)             that is a First Lien Loan Asset (other than a Broadly Syndicated Loan Asset, 65%; (b)            that is a Broadly Syndicated Loan Asset, 70%; and (c)             that is a Second Lien Loan Asset, 25%. “ Applicable Spread ” has the meaning assigned to that term in the Lender Fee Letter. “ Approval Notice ” means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A , evidencing the approval by the Administrative Agent, in its sole discretion, of the acquisition of such Eligible Loan Asset by the Borrower. “ Approved Valuation Firm ” means (a) each of (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a Lincoln Partners LLC), (iii) Duff & Phelps Corp. and (iv) [REDACTED] and (b) any other nationally recognized valuation firm approved by each of the Borrower and the Administrative Agent in their sole reasonable discretion. “ Assigned Documents ” has the meaning assigned to that term in Section 2.12. “ Assigned Value ” means (a) with respect to each Loan Asset constituting a First Lien Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Loan Asset, (i) on and after the Cut-Off Date with respect to such Loan Asset but prior to the occurrence of a Value Adjustment Event with respect to such Loan Asset, (A) if the purchase price of such Loan Asset was less than 95% of the par amount of such Loan Asset, a percentage equal to the purchase price divided by the par amount and (B), otherwise, 100.0% and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x) 100% and (y) any value determined pursuant to Section 2.19 and (b) with respect to each Loan Asset constituting a Second Lien Loan Asset, as of any date of determination and expressed as a percentage of the Outstanding Balance of such Loan Asset, (i) on and after the Cut-Off Date with respect to such Loan Asset but prior to the occurrence of a Value Adjustment Event with respect to such Loan Asset, the lesser of (A) 100.0% and (B) the value assigned to such Loan Asset by the Administrative Agent in its sole discretion as of the Cut-Off Date of such Loan Asset and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x) 100% and (y) any value determined pursuant to Section 2.19 . Notwithstanding anything herein to the contrary, as of the Sixth Amendment Date, the Loan Assets set forth on Schedule VI hereto (the “ Schedule VI Loan Assets ”) shall have the Assigned Values set forth on Schedule VI hereto (the “ Sixth Amendment Assigned Values ”); provided that, prior to the occurrence of a Value Adjustment Event with respect to a Schedule VI Loan Asset after the Sixth Amendment Date in which the Administrative Agent has reduced the Assigned Value of such Schedule VI Loan Asset below the applicable Sixth Amendment Assigned Value, the Borrower may not retain an Approved Valuation Firm to value such Schedule VI Loan Asset and the Servicer may not request the Administrative Agent re-evaluate the Assigned Value for such Schedule VI Loan Asset. 4 “ Assignment and Acceptance ” has the meaning assigned to that term in Section 11.04(a ). “ Available Collections ” means all cash collections and other cash proceeds actually received with respect to any Loan Asset, including without limitation, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral (including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled Accounts; provided that, for the avoidance of doubt, “Available Collections” shall not include amounts on deposit in the Unfunded Exposure Account that do not represent proceeds of Permitted Investments. “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.23(e) ; provided that unless otherwise agreed to by the Administrative Agent and the Borrower, the Available Tenor that is used shall be for a period of three months. “ Bankruptcy Code ” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq. , as amended from time to time. “ Bankruptcy Event ” shall be deemed to have occurred with respect to a Person if either: (i)             a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or 5 (ii)             such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing. “ Bankruptcy Laws ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, winding up, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally. “ Bankruptcy Proceeding ” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event. “ Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (c) Term SOFR for a three-month tenor in effect on such day plus 1.00% and (d) zero percent (0%). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent and the Lenders may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime lending rate. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively. Interest calculated pursuant to clause (a) above will be determined based on a year of 365 or 366 days, as applicable, and actual days elapsed. Interest calculated pursuant to clauses (b) and (c) above will be determined based on a year of 360 days and actual days elapsed. “ Base Rate Advance ” means any Advance (i) not made as a SOFR Advance in accordance with Section 2.02(b) and (ii) not converted into a SOFR Advance in accordance with Section 2.02(c ). “ Base Rate Advances Outstanding ” means, at any time, the outstanding Base Rate Advances. “ Base Rate Term SOFR Determination Day ” shall have the meaning set forth the definition of “Term SOFR”. “ Base Rate Yield Rate ” means, as of any date of determination, an interest rate per annum equal to the Base Rate for such date plus the Applicable Spread (applicable to Base Rate Advances). “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.23(b) . 6 “ Benchmark Replacement ” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (a)             Daily Simple SOFR; or (b)             the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents. “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “ Benchmark Replacement Date ” means the earliest to occur of the following events with respect to the then-current Benchmark: (a)             in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b)             in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. 7 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a)             a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b)             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c)             a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Unavailability Period ” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.23 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 2.23 . “ Benefit Plan Entity ” has the meaning assigned to that term in Section 4.01(x ). 8 “ Borrower ” has the meaning assigned to that term in the preamble hereto. “ Borrowing Base ” means, as of any date of determination, an amount equal to the lesser of: (a)             (i) the sum of the products of (A) the Applicable Percentage for each Eligible Loan Asset as of such date and (B) (x) the Adjusted Borrowing Value of such Eligible Loan Asset as of such date minus (ii) the Excess Concentration Amount, plus (iii) the amount on deposit in the Principal Collection Account as of such date plus (iv) the amount on deposit in the Unfunded Exposure Account as of such date minus (v) the Unfunded Exposure Equity Amount as of such date; or (b)             (i) the Maximum Facility Amount as of such date, minus (ii) the Unfunded Exposure Amount as of such date, plus (iii) amounts on deposit in the Unfunded Exposure Account as of such date; provided that, for the avoidance of doubt, any Loan Asset (or, if applicable, any portion thereof representing the Excess Concentration Amount for such Loan Asset) which at any time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing Base”. “ Borrowing Base Certificate ” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially in the form of Exhibit B hereto, prepared by the Servicer. “ Borrowing Base Deficiency ” means, as of any date of determination, the extent to which the aggregate Advances Outstanding on such date exceeds the Borrowing Base. “ Breakage Fee ” means, for any full or partial repayment of any SOFR Advance on any date other than a Payment Date or with less than three Business Days’ prior written notice to the Administrative Agent, the breakage costs, if any related to such repayment, which shall be deemed to be the amount determined by the Administrative Agent to be the excess of (a) the amount of interest that would have accrued on the principal amount of the SOFR Advance had such prepayment not occurred, at the Benchmark rate that would have been applicable to such SOFR Advance, for the period from the date of such prepayment to (i) the last day of the then-current Interest Period therefor if on such last day the Administrative Agent will have had at least three Business Days’ notice of such prepayment and (ii) if on such last day the Administrative Agent will not have had at least three Business Days’ notice of such prepayment, the last day of the next Interest Period therefor, over (b) the amount of interest that would accrue on such principal amount for such period at the interest rate which the Administrative Agent would earn for a deposit in Dollars of a comparable amount and period from other banks in the Eurocurrency market. “ Broadly Syndicated Loan Asset ” means any Loan Asset (a) that is part of a credit facility with a facility size on the date of origination thereof at least equal to U.S.$250,000,000 and (b) as to which, on the date of origination thereof, (i) Moody’s has either (x) assigned a corporate family rating to an Obligor thereon or (y) assigned to such credit facility a monitored publicly available rating and (ii) S&P has either (x) assigned an issuer credit rating to the Obligor thereof or (y) assigned to such credit facility a monitored publicly available rating. 9 “ Business Day ” means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York, New York or the city in which the offices of the Collateral Agent are located and are authorized or required by Applicable Law, regulation or executive order to close. “ Cause ” means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard of, bad faith or gross negligence with respect to, or a breach of such Independent Director’s duties as set forth in the Borrower’s organizational documents, (ii) that such Independent Director has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or (iv) that such Independent Director no longer meets the definition of Independent Director. “ CCT ” means (i) prior to the consummation of a Permitted BDC Merger, Corporate Capital Trust, Inc., a Maryland corporation, (ii) on or after the consummation of the Permitted BDC Merger on December 19, 2018 and prior to any additional Permitted BDC Merger, FS KKR Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, and (iii) on or after the consummation of any additional Permitted BDC Merger, the applicable Permitted BDC. “ Change of Control ” shall be deemed to have occurred if any of the following occur (other than in connection with, relating to or arising from a Permitted BDC Merger): (a)             the Management Agreement shall fail to be in full force and effect; (b)            the certificate of incorporation, by-laws and any other governing documents of the Parent shall fail to be in full force and effect; (c)            the creation or imposition of any Lien (other than a Permitted Lien) on any limited liability company membership interest in the Borrower without the prior written consent of the Administrative Agent; (d)            the failure by the Parent, directly or indirectly, to own 100% of the limited liability company membership interests in the Borrower; (e)             the assignment or transfer by (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, of its rights or obligations as “Servicer” under this Agreement and any other Transaction Document to an entity other than an Affiliate of (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC (other than pursuant to Section 6.01 following the delivery of a Servicer Termination Notice); (f)             any event which results in a change of Control of (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC; or 10 (g)            the failure of KKR Credit Advisors (US) LLC or a Permitted Successor Advisor to act as an advisor to the Servicer. “ Closing Date ” means December 2, 2015. “ Code ” means the Internal Revenue Code of 1986, as amended. “ Collateral Agent ” has the meaning assigned to that term in the preamble hereto. “ Collateral Agent Expenses ” means all accrued and unpaid expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Agent under the Transaction Documents. “ Collateral Agent Fees ” means, with respect to any Payment Date, fees in the amount equal to the product of (x) 0.04% per annum and (y) (i) the average Outstanding Balance of the Loan Assets during each day of the related Remittance Period plus (ii) the average amount on deposit in the Principal Collection Account during each day of the related Remittance Period plus (iii) the average amount on deposit in the Unfunded Exposure Account during each day of the Related Remittance Period; provided that the Collateral Agent Fees shall not be less than $50,000 annually; provided further that , notwithstanding any of the foregoing, other than Collateral Agent fees incurred during a period in which an Event of Default has occurred and not been cured and fees incurred in connection with such Event of Default, so long as SMBC or its Affiliate is the Collateral Agent, the Collateral Agent Fees shall be $0. “ Collateral Agent Termination Notice ” has the meaning assigned to that term in Section 10.05. “ Collateral Custodian ” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms of the Custody Agreement. “ Collateral Custodian and Account Bank Expenses ” means the expenses set forth in the Collateral Custodian and Account Bank Fee Letter and all accrued and unpaid expenses including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Collateral Custodian and Account Bank under the Transaction Documents. “ Collateral Custodian and Account Bank Fee Letter ” means the Fee Schedule accepted by the Servicer on behalf of the Borrower and the Collateral Custodian and Account Bank on December 2, 2015, as such Fee Schedule may be amended, modified, supplemented, restated or replaced from time to time. “ Collateral Custodian and Account Bank Fees ” means the fees set forth in the Collateral Custodian and Account Bank Fee Letter that are payable to the Collateral Custodian and Account Bank. “ Collateral Portfolio ” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrower, to and under all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles (including payment intangibles), instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property consisting of, arising out of, or related to any of the following (in each case excluding the Retained Interest and the Excluded Amounts): (i)             the Portfolio Assets, and all monies due or to become due in payment under the Loan Assets included therein on and after the related Cut-Off Date, including, but not limited to, all Available Collections; 11 (ii)             the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and (iii)            all income and Proceeds of the foregoing. “ Collection Account ” means a trust account (comprised of the Interest Collection Account and the Principal Collection Account) in the name of the Borrower for the benefit of and under the control of the Collateral Agent for the benefit of the Secured Parties; (it being understood, however, that the Servicer shall be able to request distributions and releases therefrom in accordance herewith and expressly permitted hereby); provided that the funds deposited therein (including any interest and earnings thereon) from time to time and subject to the terms thereof shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect to the Collection Account. “ Collection Date ” means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid in full and all Yield and Fees and all other Obligations have been indefeasibly paid in full (other than contingent reimbursement and indemnification obligations for which no claim has been made), and the Borrower shall have no further right to request any additional Advances. “ Commitment ” means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant to Section 2.02(f) , the Dollar amount set forth opposite such Lender’s name on Annex A hereto (as such amount may be revised from time to time in accordance with the terms hereof) or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable, and (ii) after the Reinvestment Period (other than for purposes of Advances made pursuant to Section 2.02(f)) , such Lender’s Pro Rata Share of the aggregate Advances Outstanding. A Lender may have either or both a Revolving Commitment or a Term Commitment as specified on Annex A hereto (as such amount may be revised from time to time) or on Schedule I to the Joinder Supplement relating to such Lender, as applicable. “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.10 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents). 12 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Control Agreement ” means that certain securities account control agreement, dated as of the date hereof, by and among the Borrower, the Servicer, the Collateral Agent and the Account Bank, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof. “ Controlled Accounts ” means the Collection Account and the Unfunded Exposure Account. “ Conversion Date ” means, with respect to any Advance, the Business Day on which such Advance was, or is to be, converted from a Base Rate Advance to a SOFR Advance. “ Conversion Notice ” means, with respect to any Advance, the written notice, in substantially the form attached hereto as Exhibit C , evidencing the request of the Borrower to the Administrative Agent to convert such Advance from a Base Rate Advance into a SOFR Advance. “ Custody Agreement ” means that certain Custody Agreement, dated the date of this Agreement, by and among the Borrower, the Servicer, the Transferor, the Administrative Agent, the Collateral Agent, and the Collateral Custodian. “ Cut-Off Date ” means, with respect to each Loan Asset, the date such Loan Asset is acquired by the Borrower. “ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided , that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 13 “ Defaulted Loan Asset ” means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses (i) or (ii) of the definition thereof. If the Value Adjustment Event which gave rise to a Defaulted Loan Asset is cured, the Borrower may submit such Loan Asset for review by the Administrative Agent (in its sole discretion) for the purpose of re-classifying such Loan Asset as a Loan Asset which is no longer a Defaulted Loan Asset. “ Delayed Draw Loan Asset ” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset but which, once all such installments have been made, has the characteristics of a Term Loan Asset. “ Disbursement Request ” means a disbursement request from the Servicer (on behalf of the Borrower) to the Account Bank in the form attached hereto as Exhibit D in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(c ). “ Dollar ”, “ USD ” or “ U.S.$ ” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for all debts, public and private. “ EBITDA ” means, with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Loan Agreement for such Loan Asset (together with all reasonable add-backs and exclusions as designated in such Loan Agreement), and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes, unallocated depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), and any other item the Servicer and the Administrative Agent mutually deem to be appropriate. “ Eighth Amendment Date ” means November 14, 2022. “ Eligible Bid ” means a bid made in good faith by a bidder for all or any portion of the Collateral Portfolio in connection with a sale of the Collateral Portfolio in whole or in part pursuant to Section 7.02(i ). “ Eligible Loan Asset ” means, at any time, a Loan Asset which has been Pledged hereunder in respect of which each of the representations and warranties contained in Section 4.02 and Schedule II hereto is true and correct as of such time. “ Eligible Replacement ” has the meaning assigned to that term in Section 6.01(c ). “ Eligible Successor Agent ” has the meaning assigned to that term in Section 9.01(h ). “ Environmental Laws ” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300, et seq.), the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the rules and regulations thereunder, each as amended or supplemented from time to time. 14 “ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time. “ ERISA Affiliate ” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower or Servicer, as applicable, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower or Servicer, as applicable, or (c) for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower or Servicer, as applicable, any corporation described in clause (a) above or any trade or business described in clause (b) above. “ Event of Default ” has the meaning assigned to that term in Section 7.01. “ Excepted Persons ” has the meaning assigned to that term in Section 11.13(a ). “ Excess Concentration Amount ” means, as of any date of determination, the sum of the Adjusted Borrowing Value of all Eligible Loan Assets as of such date that are Second Lien Loan Assets in excess of 20.0% of the Excess Concentration Measure. “ Excess Concentration Measure ” means, as of any date of determination, the sum of the Adjusted Borrowing Value of each Eligible Loan Asset. “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “ Excluded Amounts ” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral Portfolio, which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) any amount representing a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under a Loan Agreement and (iii) any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07 , to the extent such amount is attributable to a time after the effective date of such replacement or sale. 15 “ Excluded Taxes ” has the meaning assigned to that term in Section 2.11(a ). “ Exposure Amount ” means, as of any date of determination, with respect to each Loan Asset owned by the Borrower, the maximum unfunded commitment associated with such Loan Asset (including, without limitation, any letter of credit reimbursements). “ Extension Fee ” has the meaning assigned to that term in the Lender Fee Letter. “ Facility Maturity Date ” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence, of the Facility Maturity Date pursuant to Section 7.01 , (iii) the Collection Date and (iv) the occurrence of the termination of this Agreement pursuant to Section 2.18(b) hereof. “ Fair Market Value ” means, with respect to any Loan Asset or item of Collateral Portfolio, as of each date fair market value information is publicly published by the Borrower, Servicer or Transferor, as applicable, if such Loan Asset has been reduced in value on such date below the original principal amount, the lesser of (i) the fair market value of such Loan Asset as required by, and in accordance with, the 1940 Act and any orders of the Securities and Exchange Commission issued to the Transferor, to be determined by the board of directors of the Transferor and reviewed by its auditors and (ii) the fair value of such Loan Asset determined in accordance with GAAP. “ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (or related legislation or official administrative rules or practices) implementing the foregoing. “ Federal Funds Rate ” means, for any day, a fluctuating per annum interest rate equal, for each such day, to the rate set forth for such day opposite the caption “Federal funds (effective)” in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day. Notwithstanding anything herein to the contrary, in no event shall the Federal Funds Rate be less than 0.00%. “ Federal Reserve Bank ” means any of the twelve regional Federal Reserve Banks chartered under the laws of the United States. 16 “ Fees ” means (i) the Non-Usage Fee, (ii) the Extension Fee, if applicable and (iii) the other fees payable to each Lender pursuant to the terms of any Lender Fee Letter. “ Financial Asset ” has the meaning specified in Section 8-102(a)(9) of the UCC. “ Financial Sponsor ” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person. “ First Lien Loan Asset ” means any Loan Asset that (i) provides that the payment obligation of the Obligor on such Loan Asset is either senior to, or pari passu with, all other Indebtedness of such Obligor, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable Underlying Collateral that are reasonable for similar loans, and liens accorded priority by law in favor of any Governmental Authority), and (iii) the Servicer determines in good faith that the value of the collateral or the enterprise value securing the Loan Asset and ability to generate cash flow on or about the time of acquisition equals or exceeds the outstanding principal balance of the Loan Asset plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral. “ Floor ” means zero. “ Foreign Lender ” means a Lender that is not a U.S. Person. “ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States. “ Governmental Authority ” means, with respect to any Person, any nation or government, any state, province, territory or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person. “ Hazardous Materials ” means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition. “ Indebtedness ” means, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) ; provided that, for the avoidance of doubt, any Loan Assets sold by the Borrower in a manner which is characterized on the books of the Borrower as a secured borrowing by the Borrower in accordance with GAAP but does not create any recourse to the Borrower (for example, where the Borrower sells a portion of a loan which has been restructured as a first lien loan and a first lien last out loan) shall not constitute “Indebtedness” of the Borrower. 17 “ Indemnified Amounts ” has the meaning assigned to that term in Section 8.01. “ Indemnified Party ” has the meaning assigned to that term in Section 8.01. “ Indemnifying Party ” has the meaning assigned to that term in Section 8.03. “ Independent Director ” means an individual who has prior experience as an independent director, independent manager or independent member and who is provided by CT Corporation, Corporation Service Company, Puglisi & Associates, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally-recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not, and for the five-year period prior to such individual’s appointment as Independent Director has not been, and will not while serving as Independent Director be, any of the following: (a)             a member, partner, equityholder, manager, director, officer or employee of the Borrower, the Parent, or any of their respective equityholders or Affiliates (other than as an Independent Director of the Parent, the Borrower or an Affiliate of the Borrower or the Parent or any special purpose vehicle that is required by a creditor to be a single purpose bankruptcy remote entity; provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business); (b)             a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Parent, or any of their respective equityholders or Affiliates (other than as an employee of a nationally-recognized company that routinely provides professional Independent Directors and other corporate services to the Borrower, the Parent or any of their respective Affiliates in the ordinary course of its business); 18 (c)             a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d)             a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. For purposes of this definition, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships and any person sharing the Independent Director’s household (other than a tenant or employee). “ Indorsement ” has the meaning specified in Section 8-102(a)(11) of the UCC, and “ Indorsed ” has a corresponding meaning. “ Initial Advance ” means the first Advance made pursuant to Article II. “ Initial Payment Date ” means the 15th day of March, 2016 (or if such day is not a Business Day, the next succeeding Business Day). “ Instrument ” has the meaning specified in Section 9-102(a)(47) of the UCC. “ Insurance Policy ” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying Collateral. “ Insurance Proceeds ” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve or repair the related real estate or required to be paid to the Obligor under the Loan Agreement or (ii) prior to an Event of Default hereunder and with prior notice to the Administrative Agent, any such amount for which the Borrower has elected, in its reasonable business discretion, to be used to restore, improve or repair the related real estate or otherwise to be paid to the Obligor under the Loan Agreement. “ Interest Collection Account ” means a sub-account (account number 84455302 at the Account Bank) of the Collection Account into which Interest Collections shall be deposited. “ Interest Collections ” means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including, without limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all delayed compensation (representing compensation for delayed settlement), all guaranty payments attributable to interest, proceeds of any liquidations, sales or dispositions attributable to interest on such Loan Asset and all Recoveries attributable to interest on such Loan Asset and (ii) amendment fees, late fees, waiver fees, prepayment fees, commitment fees, upfront fees, ticking fees or other similar amounts received in respect of Loan Assets. “ Interest Coverage Ratio ” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio” or any comparable definition in the Loan Agreement for such Loan Asset, and in any case that “Interest Coverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the related Loan Agreement. 19 “ Interest Period ” means with respect to any SOFR Advance (i) the period beginning on, and including, the Advance Date or Conversion Date, as applicable, with respect to such SOFR Advance and ending on, but excluding, the first succeeding Payment Date ( provided that if the Advance Date or Conversion Date, as applicable, for any SOFR Advance occurs prior to the Payment Date in the same calendar month, the initial Interest Period for such SOFR Advance shall end on, but exclude, the second succeeding Payment Date) and (ii) thereafter, for so long as such SOFR Advance or any portion thereof remains outstanding, each period beginning on, and including, the Payment Date on which the immediately preceding Interest Period with respect to such SOFR Advance ended and ending on, but excluding, the next succeeding Payment Date. “ Investment Policies ” means the Servicer’s written investment policies in effect on the date hereof (a copy of which has been previously delivered to the Administrative Agent), as same may be amended from time to time in Servicer’s reasonable business judgment. “ Joinder Supplement ” means an agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit E to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date. “ Lender ” means (i) SMBC, (ii) each financial institution which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement to the Administrative Agent and the Borrower as contemplated by Section 2.22 and/or (iii) any other Person to whom a Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04 . “ Lender Allocation Percentage ” means, as of any Payment Date Cut-Off, the greater of: (i) 65% and (ii) the percentage obtained by dividing (x) the Advances Outstanding as of such date by (y) the sum of the Adjusted Borrowing Value of each Eligible Loan Asset as of such date. “ Lender Fee Letter ” means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer and the applicable Lender in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time. “ Lien ” means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction. 20 “ Lien Release Dividend ” has the meaning assigned to that term in Section 2.07(g ). “ Lien Release Dividend Date ” means the date of a Lien Release Dividend specified by the Borrower, which date may be any Business Day, provided written notice is given in accordance with Section 2.07(g ). “ Loan Agreement ” means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries. “ Loan Asset ” means any commercial loan, or portion thereof, individually or collectively, acquired by the Borrower in the ordinary course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii) all right, title and interest of the Borrower in and to the loan and any Underlying Collateral, but excluding, in each case, the Retained Interest and Excluded Amounts and owned by the Borrower on the initial Advance Date (as set forth on the Loan Asset Schedule delivered on the initial Advance Date) or acquired by the Borrower after the initial Advance Date pursuant to the delivery of a Loan Assignment and listed on Schedule Ito the Loan Assignment with respect to acquisitions from the Transferor and pursuant to assignments or novations contemplated by each relevant Loan Agreement with respect to all acquisitions. “ Loan Asset Checklist ” means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower to the Collateral Custodian, for each Loan Asset, of all Required Loan Documents to be included within the respective Loan Asset File, which shall specify whether such document is an original or a copy. “ Loan Asset File ” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required herein) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto. “ Loan Asset Register ” has the meaning assigned to that term in Section 5.03(k ). “ Loan Asset Schedule ” means the schedule of Loan Agreements (as amended or modified from time to time in accordance with the terms hereof) evidencing Loan Assets delivered by the Borrower to the Collateral Custodian and the Administrative Agent. Each such schedule shall set forth, as to any Eligible Loan Asset to be Pledged hereunder, the applicable information specified on Schedule IV , which shall also be provided to the Collateral Custodian in electronic format acceptable to the Collateral Custodian. “ Loan Assignment ” has the meaning set forth in the Purchase and Sale Agreement. “ Loan-to-Value Ratio ” means, with respect to a Loan Asset, the percentage equivalent of a fraction, (i) the numerator of which is equal to the commitment amount as provided in the applicable Loan Agreement of such Loan Asset plus the commitment amount of any other senior or pari passu Indebtedness of the related Obligor (including, in the case of Revolving Loan Asset and Delayed Draw Loan Asset, without duplication, the maximum availability thereof) and (ii) the denominator of which is equal to the enterprise value of the Obligor that issued such Loan Asset (as determined by the Servicer in accordance with the Servicing Standard, as of the Cut-Off Date, unless the Administrative Agent in its reasonable discretion disagrees with such determination, in which case the Administrative Agent shall determine the enterprise value of such Obligor). In the event the Borrower disagrees with the Administrative Agent’s determination of the enterprise value of such Obligor, the Borrower may (at its expense) retain an Approved Valuation Firm to value such Obligor, and if the value determined by such firm is greater than the Administrative Agent’s determination of the enterprise value of such Obligor, such firm’s valuation shall become the enterprise value of such Obligor; provided that the enterprise value of such Obligor shall be the value assigned by the Administrative Agent until such firm has determined its value. 21 “ Majority Owned Affiliate ” means an Affiliate at least 50.1% of the equity interests of which are owned, directly or indirectly, by the Borrower, the Servicer or the Transferor, as applicable. “ Make-Whole Premium ” means an amount, payable pro rata to each Lender, equal to, to the extent the Agreement is terminated or the Maximum Facility is reduced, in whole or in part, in each case pursuant to Section 2.18(b) (a) after the Closing Date but on or prior to the date which is one year following the Closing Date, 2.00% of the Maximum Facility Amount (if the Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable, (b) after any date that is after the first anniversary of the Closing Date but on or prior to the date which is two years following the Closing Date, 1.00% of the Maximum Facility Amount (if the Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable and (c) after any date that is after the second anniversary of the Closing Date, 0.00% of the Maximum Facility Amount (if the Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable; provided that the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition of “Maximum Facility Amount”. “ Management Agreement ” means the Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of December 2, 2015, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder. “ Margin Stock ” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board. “ Material Adverse Effect ” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of any Secured Party with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower, the Transferor and the Servicer, to perform their respective obligations under this Agreement or any other Transaction Document to which such entity is a party or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s, the Administrative Agent’s or the other Secured Parties’ Lien on the Collateral Portfolio. 22 “ Material Modification ” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset executed or effected on or after the Cut-Off Date for such Loan Asset which: (a)             reduces or forgives any or all of the principal amount due under such Loan Asset; (b)             (i) delays or extends the maturity date or any principal payment date for such Loan Asset by more than six (6) months or, along with all prior such amendments, waivers, modifications or supplements executed or effected on or after the applicable Cut-Off Date, causes the maturity date or any principal payment date for such Loan Asset to be delayed or extended more than six (6) months in the aggregate; or (ii) delays or extends the maturity date or any principal payment date for such Loan Asset beyond the Stated Maturity Date; provided however that this clause (ii) shall not apply to any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset the maturity date of which was subsequent to the Stated Maturity Date as of the Cut-Off Date for such Loan Asset; provided further that if the Borrower has purchased or purchases a Loan Asset that is a portion of a loan tranche under a Loan Agreement and subsequently purchases an additional portion of such loan tranche, then for purposes of clause (i) or (ii) of this clause (b), a Material Modification pursuant to such clause (i) or (ii) to the portion of such tranche first purchased by the Borrower shall be deemed to also constitute a Material Modification to any portion of such tranche subsequently purchased by the Borrower; (c)             waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement of any PIK Loan Asset), or reduces the spread or coupon with respect to such Loan Asset by more than 2.00% or, along with all prior such amendments, waivers, modifications or supplements executed or effected on or after the applicable Cut-Off Date, reduces the spread or coupon with respect to such Loan Asset by more than 2.00%; (d)             contractually or structurally subordinates such Loan Asset, or the Lien of such Loan Asset, by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Collateral securing such Loan Asset; (e)             substitutes, alters or releases a material portion of the Underlying Collateral securing such Loan Asset and such substitution, alteration or release, as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Loan Asset; or (f)             amends, modifies, waives or supplements any financial covenants or waives any default of any Loan Asset, in each case that could reasonably be expected to have a material adverse effect on the Obligor’s creditworthiness or on the collectability of such Loan Asset had such amendment, modification, waiver or supplement not occurred; or 23 (g)             results in materially less financial information in respect of reporting frequency, scope or otherwise that is provided by the Obligor with respect to such Loan Asset. “ Maximum Facility Amount ” means the aggregate Commitments as then in effect, which amount shall not exceed $300,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time. “ Measurement Date ” means each of the following, as applicable: (i) the Closing Date; (ii) each Cut-Off Date; (iii) each Reporting Date; (iv) each Advance Date; and (v) the date of any optional repurchase, substitution or Lien Release Dividend pursuant to or any Borrowing Base calculation required by Section 2.07. “ Monthly Reporting Date ” means the seventh Business Day of each calendar month, commencing December 2015. “ Monthly Servicing Report ” has the meaning assigned to that term in Section 6.08(b ). “ Moody’s ” means Moody’s Investors Service, Inc. (or its successors in interest). “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or Servicer, as applicable, or any ERISA Affiliate of either contributed or had any obligation to contribute on behalf of its employees at any time during the current year or the preceding five years. “ Net Senior Leverage Ratio ” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Net Senior Leverage Ratio” or any comparable definition relating to first lien senior secured Indebtedness in the Loan Agreement for such Loan Asset, and in any case that “Net Senior Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio with respect to the applicable Obligor of (i) first lien senior secured Indebtedness minus Unrestricted Cash to (ii) EBITDA as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Loan Agreement. “ Non-Performing Loan Asset ” means a Loan Asset in which (a) the Obligor commences restructuring or workout negotiations or completes a debt-for-equity swap, (b) the Obligor has a payment default with respect to principal or interest with respect to any pari passu debt facility or (c) the Servicer has classified the Loan Asset as non-accrual. “ Non-Usage Fee ” has the meaning assigned to that term in the Lender Fee Letter. “ Noteless Loan Asset ” means a Loan Asset with respect to which the Loan Agreements (i) do not require the Obligor to execute and deliver a promissory note to evidence the Indebtedness created under such Loan Asset or (ii) require the Obligor to execute and deliver such promissory note to any holder of the Indebtedness created under such Loan Asset only if such holder requests the Obligor to deliver such promissory note, and the Obligor has not been requested to deliver such promissory note with respect to such Loan Asset held by the Borrower. 24 “ Notice and Request for Consent ” has the meaning assigned to that term in Section 2.07(g)(i ). “ Notice of Borrowing ” means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender in the form attached hereto as Exhibit F. “ Notice of Exclusive Control ” has the meaning assigned to that term in the Control Agreement. “ Notice of Reduction ” means a notice of a reduction of the Advances Outstanding and/or the Maximum Facility Amount pursuant to Section 2.18 , in the form attached hereto as Exhibit G. “ Obligations ” means all present and future Indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Secured Parties, arising under this Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances Outstanding, Breakage Fees, obligations pursuant to the Administrative Agent’s Erroneous Payment Subrogation Rights, indemnifications and other amounts due or to become due by the Borrower to the Lenders, the Administrative Agent, the Secured Parties, the Account Bank, the Collateral Agent and the Collateral Custodian under this Agreement and/or any other Transaction Document, including, without limitation, any amounts payable under any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable by the Borrower to the Secured Parties, including reasonable and reasonably documented outside attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding). “ Obligor ” means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof. “ Officer’s Certificate ” means a certificate signed by a director, a manager, the president, the secretary, an assistant secretary, the chief financial officer or any vice president, as an authorized officer, of any Person. “ Opinion of Counsel ” means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion; provided that Dechert LLP shall be considered acceptable counsel for purposes of this definition. “ Optional Sale ” has the meaning assigned to that term in Section 2.07(h ). “ Outstanding Balance ” means the outstanding principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest. For the avoidance of doubt, the Outstanding Balance with respect to a Revolving Loan Asset or a Delayed Draw Loan Asset shall be equal to the funded amount of such Revolving Loan Asset or Delayed Draw Loan Asset. 25 “ Parent ” means CCT or any successor entity formed by or surviving any Permitted BDC Merger. “ Payment Date ” means the 15th day of each March, June, September and December or, if such day is not a Business Day, the next succeeding Business Day, commencing on the Initial Payment Date; provided that the final Payment Date shall occur on the Collection Date; provided further that the Administrative Agent may, in its sole discretion with three (3) Business Days’ prior written notice to the Borrower, the Collateral Agent and the Servicer, déclassé any Business Day a Payment Date if (i)(x) an Event of Default shall have been declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative Agent or the Lenders have declared the Advances Outstanding and the other Obligations to be immediately due and payable in full in accordance with Section 7.01 . “ Payment Date Cut-Off ” means, with respect to each Payment Date, the fifth Business Day prior to such Payment Date. “ Payment Duties ” has the meaning assigned to that term in Section 10.02(b)(ii ). “ Pension Plan ” has the meaning assigned to that term in Section 4.01(x ). “ Periodic Term SOFR Determination Day ” shall have the meaning set forth in the definition of “Term SOFR”. “ Permitted BDC ” means each of FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II. “ Permitted BDC Merger ” means any transaction or a series of related transactions for the direct or indirect acquisition by a Permitted BDC of CCT; provided that substantially concurrently with the consummation of any merger where CCT (or such successor for which opinions referenced below have been delivered) is not the surviving entity, such Permitted BDC shall have delivered perfection, true sale and non-consolidation opinions in form reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, the transaction contemplated by the Agreement and Plan of Merger, which transaction occurred on December 19, 2018, was a Permitted BDC Merger. “ Permitted Investments ” means, at any time: (i)               direct interest bearing obligations of, and interest bearing obligations guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality of the United States, the obligations of which are backed by the full faith and credit of the United States; (ii)              demand or time deposits in, certificates of deposit of, demand notes of, or bankers’ acceptances issued by any depository institution or trust company organized under the laws of the United States or any State thereof (including any federal or state branch or agency of a foreign depository institution or trust company) and subject to supervision and examination by federal and/or state banking authorities (including, if applicable, the Collateral Agent, the Collateral Custodian or the Administrative Agent or any agent thereof acting in its commercial capacity); provided that the short term unsecured debt obligations of such depository institution or trust company at the time of such investment, or contractual commitment providing for such investment, are rated at least “A-1” by Standard & Poor’s and “P-1” by Moody’s; 26 (iii)             commercial paper that (i) is payable in Dollars and (ii) is rated at least “A1” by Standard & Poor’s and “P-1” by Moody’s; and (iv)             units of money market funds rated in the highest credit rating category by each of S&P and Moody’s. No Permitted Investment shall have an “f”, “r”, “p”, “pi”, “q”, “sf” or “t” subscript affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the Administrative Agent or any of their respective affiliates, or any entity for whom the Collateral Agent, the Administrative Agent, the Collateral Custodian, the Account Bank or any of their respective affiliates provides services and receives compensation (so long as such investment otherwise meets the applicable requirements of the foregoing definition of Permitted Investment at the time of acquisition); provided that, notwithstanding the foregoing clauses (i) through (iv), unless the Borrower and the Servicer have received the written advice of counsel of national reputation experienced in such matters to the contrary (together with an Officer’s Certificate of the Borrower or the Servicer to the Administrative Agent and the Collateral Agent that the advice specified in this definition has been received by the Borrower and the Servicer), Permitted Investments may only include obligations or securities that constitute cash equivalents for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes of the Volcker Rule. “ Permitted Liens ” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant to or by the Transaction Documents. “ Permitted Successor Advisor ” means any joint venture entity between (i) KKR Credit Advisors (US) LLC or its Affiliate and (ii) Franklin Square Holdings, L.P. or its Affiliate, pursuant to which joint venture (a) KKR Credit Advisors (US) LLC or its Affiliate owns at least 50% of the equity interests of all classes (including voting equity interests) and (b) at least 50% of the investment committee with the sole authority to make investment-related decisions for (1) prior to the consummation of a Permitted BDC Merger, CCT, and (2) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, are employees of KKR Credit Advisors (US) LLC or its Affiliate. 27 “ Person ” means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity. “ PIK Interest ” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as interest as it accrues. “ PIK Loan Asset ” means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received. “ Pledge ” means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II. “ Portfolio Assets ” means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to: (a)              any amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets; (b)              all rights with respect to the Loan Assets to which the Borrower is entitled as lender of record under the applicable Loan Agreement; (c)              the Controlled Accounts, together with all cash and investments in each of the foregoing including amounts earned on investments therein; (d)             any Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies due, to become due and paid in respect thereof accruing after the applicable Cut-Off Date and all liquidation proceeds; (e)              all Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments included in the Loan Asset Files or Records; (f)               all Insurance Policies with respect to any Loan Asset; (g)              all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar filings signed or authorized by an Obligor relating thereto; (h)              the Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor) and the assignment to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower against the Transferor under or in connection with the Purchase and Sale Agreement; 28 (i)               all records (including computer records) with respect to the foregoing (including, without limitation, the Records); (j)               all collections, income, payments, proceeds and other benefits of each of the foregoing; and (k)              all rights with respect to the Loan Assets to which the Borrower is entitled as assignee under any assignment agreement related to the applicable Loan Agreement. “ Prime Rate ” means, as of any date, the rate announced by SMBC from time to time and in effect on such date as its prime rate in the United States at its New York Branch, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by SMBC or any other specified financial institution in connection with extensions of credit to debtors; provided that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Principal Collection Account ” means a sub-account (account number 84455301 at the Account Bank) of the Collection Account into which Principal Collections shall be deposited. “ Principal Collections ” means (i) any amounts deposited by the Borrower (or the Servicer on its behalf) in accordance with Section 2.06(a)(i) or Section 2.07(c)(i) and (ii) with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments and proceeds of any liquidations, sales or dispositions, in each case, not attributable to the interest on such Loan Asset. For the avoidance of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account. “ Pro Rata Share ” means, with respect to each Lender, (i) with respect to Revolving Commitments, the percentage obtained by dividing all Revolving Commitments of such Lender (or, following the termination thereof, the outstanding principal amount of all Revolving Advances of such Lender), by the aggregate of all Revolving Commitments of all the Lenders (or, following the termination thereof, the aggregate Revolving Advances Outstanding), (ii) with respect to Term Commitments, the percentage obtained by dividing all Term Commitments of such Lender (or, following the termination thereof, the outstanding principal amount of all Term Advances of such Lender), by the aggregate of all Term Commitments of all the Lenders (or, following the termination thereof, the aggregate Term Advances Outstanding) and (iii) with respect to Commitments, the percentage obtained by dividing all Commitments of such Lender (or, following the termination thereof, the outstanding principal amount of all Advances of such Lender), by the aggregate of all Commitments of all the Lenders (or, following the termination thereof, the aggregate Advances Outstanding). “ Proceeds ” means, with respect to any Collateral Portfolio, all property that is receivable or received when such Collateral Portfolio is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral Portfolio. 29 “ Purchase and Sale Agreement ” means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time. “ Quarterly Reporting Date ” means the seventh Business Day of each calendar quarter, commencing with the calendar quarter beginning January 1, 2016. “ Quarterly Servicing Report ” has the meaning assigned to that term in Section 6.08(b ). “ Records ” means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower has acquired an interest pursuant to the Purchase and Sale Agreement or in which the Borrower or the Transferor have otherwise obtained an interest. “ Recoveries ” means, as of the time any Underlying Collateral with respect to any Loan Asset subject to a payment default, or other default, by the related Obligor is sold, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Servicing Standard, the proceeds from the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Underlying Collateral, and amounts representing late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor. “ Register ” has the meaning assigned to that term in Section 2.14. “ Reinvestment Period ” shall mean the date commencing on the Closing Date and ending on the day preceding the earliest of (i) December 1, 2023 1 (or such later date as results from the Reinvestment Period Extension in accordance with and pursuant to Section 2.01(d)(i) , or as otherwise agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders), (ii) the occurrence of an Event of Default and the termination of the Commitments pursuant to Section 7.01 and (iii) the declaration or automatic or scheduled occurrence of the Facility Maturity Date; provided that if any of the foregoing is not a Business Day, the Reinvestment Period shall end on the next Business Day. “ Reinvestment Period Extension ” has the meaning assigned to that term in Section 2.01(d)(i ). “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 1 Please note December 2, 2023 is a Saturday. 30 “ Release Date ” has the meaning set forth in Section 2.07(c ). “ Relevant Governmental Body ” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “ Relevant Test Period ” means, with respect to any Loan Asset, the relevant test period for the calculation of Total Net Leverage Ratio, Interest Coverage Ratio or Net Senior Leverage Ratio, as applicable, for such Loan Asset in the related Loan Agreement or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the relevant test period is not provided for in the related Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor. “ Remittance Period ” means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including, the Payment Date Cut-Off immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning on the first day after the most recently ended Remittance Period and ending on, and including, the Payment Date Cut-Off immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date. “ Replacement Servicer ” has the meaning assigned to that term in Section 6.01(c ). “ Reporting Date ” means, as the context requires, either (i) the Monthly Reporting Date or (ii) the Quarterly Reporting Date. “ Required Lenders ” means (i) SMBC (as a Lender hereunder) and its successors and assigns, in the event any such party is a Lender hereunder and (ii) the Lenders representing an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect. “ Required Loan Documents ” means, for each Loan Asset, originals (except as otherwise indicated) of the following documents or instruments, all as specified on the related Loan Asset Checklist: (a)(i) other than in the case of a Noteless Loan Asset, the original or, if accompanied by an original “lost note” affidavit and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower (and evidencing an unbroken chain of endorsements from each prior holder thereof evidenced in the chain of endorsements in blank), and (ii) if such promissory note is not issued in the name of the Borrower or in the case of a Noteless Loan Asset (x) a copy of each transfer document or instrument relating to such Noteless Loan Asset evidencing the assignment of such Noteless Loan Asset from the Borrower in blank, and (y) a copy of the Loan Asset Register with respect to such Noteless Loan Asset, as described in Section 5.03(k)(ii) and (iii) additional transfer agreements, consents or other documentation necessary (if any) to ensure the Borrower is a lender of record under the underlying Loan Agreement and recognized by the underlying agent or administrative agent, as applicable, and the Obligor with respect to such Loan Asset as a lender thereto; 31 (b)              originals or copies of each of the following, to the extent applicable to the related Loan Asset; any rel…

Document text

EX-10.1 · tm2616740d1_ex10-1.htm

EX-10.1
 2
 tm2616740d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 EXECUTION VERSION

 NINTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

(CCT Tokyo Funding LLC)

 THIS NINTH AMENDMENT TO LOAN
AND SERVICING AGREEMENT, dated as of June 1, 2026 (this &ldquo; Amendment &rdquo;), is entered into by and among CCT TOKYO FUNDING
LLC, as the Borrower (the &ldquo; Borrower &rdquo;), FS KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.),
as the Servicer, the Lender identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION, the Administrative
Agent (in such capacity, the &ldquo; Administrative Agent &rdquo;).

 R E C I T A L S

 WHEREAS, the above-named parties
(together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as
amended, supplemented or otherwise modified from time to time prior to the date hereof, the &ldquo; Agreement &rdquo;), by and among
the Borrower, the Transferor, the Servicer, each of the Lenders from time to time party thereto, the Collateral Agent and the Administrative
Agent; and

 WHEREAS, pursuant to and in
accordance with Section 11.01 of the Agreement (as amended by this Amendment), the parties hereto desire to amend the Agreement in
certain respects as provided herein;

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

 SECTION 1.          Definitions .

 Each capitalized term used
but not defined herein has the meaning ascribed thereto in the Agreement (as amended by this Amendment).

 SECTION 2.          Amendment .

 Effective
as of the date hereof, the parties hereto agree that the Agreement is hereby amended as indicated in the attached Annex A to delete
the stricken text (indicated textually in the same manner as the following example: stricken text )
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text ).

 SECTION 3.          Agreement
in Full Force and Effect as Amended .

 Except as specifically amended
hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly
waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation
of the Agreement.

 SECTION 4.          Representations
and Warranties .

 Each of the Borrower and Servicer
hereby represents and warrants as of the date of this Amendment as follows:

 (a)           this
Amendment has been duly executed and delivered by it;

 (b)           this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors&rsquo;
rights generally or by general principles of equity; and

 (c)           there
is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering into
this Amendment.

 SECTION 5.          Conditions
to Effectiveness .

 The effectiveness of this
Amendment is subject to the receipt by (A) the Administrative Agent of (a) executed counterparts (or other evidence of execution,
including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letter related thereto and (b) the
fee payable on the date hereof as specified in the fee letter and (B) Mayer Brown LLP of its fees invoiced to date.

 SECTION 6.          Miscellaneous .

 (a)          This
Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of
the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) any
other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC
(collectively, &ldquo;Signature Law&rdquo;), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature,
or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original
manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed,
scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm
or otherwise verify the validity or authenticity thereof. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of
doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature
Law due to the character or intended character of the writings .

 (b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.

 (c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.

 2

 (d)          In
case any provision in or obligation under this Amendment 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.

 (e)          This
Amendment 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.

 (f)          THIS
AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE OTHER
TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER.

 (g)          Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of
Manhattan in New York City in any action or proceeding arising out of or relating to this Amendment and the other Transaction Documents,
and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in
such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the
fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties
hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law .

 [Signature Pages Follow]

 3

 IN
WITNESS WHEREOF , the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.

 BORROWER:
 CCT TOKYO FUNDING LLC

 By:
 /s/ William Goebel

 Name: William Goebel

 Title:   Chief Financial Officer

 SERVICER:
 FS KKR CAPITAL CORP.

 By:
 /s/ William Goebel

 Name: William Goebel

 Title:   Chief Accounting Officer

 [Signatures Continue on the Following Page]

 [Signature Page to Ninth Amendment &ndash;
CCT Tokyo Funding LLC]

 ADMINISTRATIVE AGENT:
 SUMITOMO MITSUI BANKING CORPORATION

 By:
 /s/ Christopher Keeshan

 Name: Christopher Keeshan

 Title: Managing Director

 LENDER:
 SUMITOMO MITSUI BANKING CORPORATION

 By:
 /s/ Christopher Keeshan

 Name: Christopher Keeshan

 Title: Managing Director

 [Signature Page to
Ninth Amendment &ndash; CCT Tokyo Funding LLC]

 ANNEX A

 See Attached

 CONFORMED THROUGH NINTH AMENDMENT

 Up to U.S.$300,000,000

 LOAN AND SERVICING AGREEMENT

 Dated as of December 2, 2015

 Among

 CCT TOKYO FUNDING LLC,

as the Borrower

 FS KKR CAPITAL CORP.,

as the Servicer and as the Transferor

 SUMITOMO MITSUI BANKING CORPORATION,

as the Administrative Agent and as the Collateral Agent

 and

 EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lenders

 Table
of Contents

 Page

 ARTICLE I.           DEFINITIONS
 1

 SECTION 1.01
 Certain Defined Terms
 1

 SECTION 1.02
 Other Terms
 43

 SECTION 1.03
 Computation of Time Periods
 44

 SECTION 1.04
 Interpretation
 44

 SECTION 1.05
 Nature of Obligations
 44

 SECTION 1.06
 Divisions
 45

 SECTION 1.07
 Rates
 45

 ARTICLE II.          THE FACILITY
 45

 SECTION 2.01
 Variable Funding Note and Advances
 45

 SECTION 2.02
 Procedure for Advances
 47

 SECTION 2.03
 Determination of Yield
 50

 SECTION 2.04
 Remittance Procedures
 50

 SECTION 2.05
 Instructions to the Collateral Agent
 54

 SECTION 2.06
 Borrowing Base Deficiency Payments
 54

 SECTION 2.07
 Substitution and Sale of Loan Assets; Affiliate Transactions
 55

 SECTION 2.08
 Payments and Computations, Etc.
 60

 SECTION 2.09
 Fees
 61

 SECTION 2.10
 Increased Costs; Capital Adequacy
 61

 SECTION 2.11
 Taxes
 63

 SECTION 2.12
 Collateral Assignment of Agreements
 66

 SECTION 2.13
 Grant of a Security Interest
 66

 SECTION 2.14
 Evidence of Debt
 67

 SECTION 2.15
 Survival of Representations and Warranties
 67

 SECTION 2.16
 Release of Loan Assets
 67

 SECTION 2.17
 Treatment of Amounts Received by the Borrower
 67

 SECTION 2.18
 Prepayment; Termination
 68

 SECTION 2.19
 Value Adjustment Events
 68

 SECTION 2.20
 Collections and Allocations
 69

 i

 Table of Contents

 (continued)

 Page

 SECTION 2.21
 Reinvestment of Principal Collections
 70

 SECTION 2.22
 Additional Lenders
 71

 SECTION 2.23
 Inability to Determine Rates; Benchmark Replacement Setting; Illegality
 71

 ARTICLE III.        CONDITIONS PRECEDENT
 74

 SECTION 3.01
 Conditions Precedent to Effectiveness
 74

 SECTION 3.02
 Conditions Precedent to All Advances
 75

 SECTION 3.03
 Advances Do Not Constitute a Waiver
 78

 SECTION 3.04
 Conditions to Pledges of Loan Assets
 78

 ARTICLE IV.        REPRESENTATIONS AND WARRANTIES
 80

 SECTION 4.01
 Representations and Warranties of the Borrower
 80

 SECTION 4.02
 Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio
 88

 SECTION 4.03
 Representations and Warranties of the Servicer
 89

 ARTICLE V.         GENERAL COVENANTS
 93

 SECTION 5.01
 Affirmative Covenants of the Borrower
 93

 SECTION 5.02
 Negative Covenants of the Borrower
 100

 SECTION 5.03
 Affirmative Covenants of the Servicer
 103

 SECTION 5.04
 Negative Covenants of the Servicer
 108

 ARTICLE VI.        ADMINISTRATION AND SERVICING OF CONTRACTS
 110

 SECTION 6.01
 Appointment and Designation of the Servicer
 110

 SECTION 6.02
 Duties of the Servicer
 112

 SECTION 6.03
 Authorization of the Servicer
 115

 SECTION 6.04
 Collection of Payments; Accounts
 115

 SECTION 6.05
 Realization Upon Loan Assets
 117

 SECTION 6.06
 Servicing Compensation
 118

 SECTION 6.07
 Payment of Certain Expenses by Servicer
 118

 SECTION 6.08
 Reports to the Administrative Agent; Account Statements; Servicing Information
 118

 SECTION 6.09
 Annual Statement as to Compliance
 121

 SECTION 6.10
 Annual Independent Public Accountant&rsquo;s Servicing Reports
 121

 SECTION 6.11
 The Servicer Not to Resign
 121

 ii

 Table of Contents

 (continued)

 Page

 ARTICLE VII.       EVENTS OF DEFAULT
 122

 SECTION 7.01
 Events of Default
 122

 SECTION 7.02
 Additional Remedies of the Administrative Agent
 126

 ARTICLE VIII.      INDEMNIFICATION
 129

 SECTION 8.01
 Indemnities by the Borrower
 129

 SECTION 8.02
 Indemnities by Servicer
 132

 SECTION 8.03
 Legal Proceedings
 134

 SECTION 8.04
 After-Tax Basis
 135

 ARTICLE IX.        THE ADMINISTRATIVE AGENT
 135

 SECTION 9.01
 The Administrative Agent
 135

 ARTICLE X.         COLLATERAL AGENT
 142

 SECTION 10.01
 Designation of Collateral Agent
 142

 SECTION 10.02
 Duties of Collateral Agent
 142

 SECTION 10.03
 Merger or Consolidation
 144

 SECTION 10.04
 Collateral Agent Compensation
 145

 SECTION 10.05
 Collateral Agent Removal
 145

 SECTION 10.06
 Limitation on Liability
 145

 SECTION 10.07
 Collateral Agent Resignation
 146

 ARTICLE XI.        MISCELLANEOUS
 147

 SECTION 11.01
 Amendments and Waivers
 147

 SECTION 11.02
 Notices, Etc.
 147

 SECTION 11.03
 No Waiver; Remedies
 148

 SECTION 11.04
 Binding Effect; Assignability; Multiple Lenders
 148

 SECTION 11.05
 Term of This Agreement
 149

 SECTION 11.06
 GOVERNING LAW; JURY WAIVER
 149

 SECTION 11.07
 Costs, Expenses and Taxes
 149

 SECTION 11.08
 No Proceedings
 150

 SECTION 11.09
 Recourse Against Certain Parties
 151

 SECTION 11.10
 Execution in Counterparts; Severability; Integration
 152

 iii

 Table of Contents

 (continued)

 Page

 SECTION 11.11
 Consent to Jurisdiction; Service of Process
 152

 SECTION 11.12
 Characterization of Conveyances Pursuant to the Purchase and Sale Agreement
 153

 SECTION 11.13
 Confidentiality
 154

 SECTION 11.14
 Non-Confidentiality of Tax Treatment
 155

 SECTION 11.15
 Waiver of Set Off
 155

 SECTION 11.16
 Headings and Exhibits
 155

 SECTION 11.17
 Ratable Payments
 156

 SECTION 11.18
 Failure of Borrower or Servicer to Perform Certain Obligations
 156

 SECTION 11.19
 Power of Attorney
 156

 SECTION 11.20
 Delivery of Termination Statements, Releases, etc.
 156

 SECTION 11.21
 Permitted BDC Merger
 156

 SECTION 11.22
 Acknowledgement Regarding Any Supported QFCs
 157

 iv

 LIST OF SCHEDULES AND EXHIBITS

 SCHEDULES

 SCHEDULE I
 Conditions Precedent Documents

 SCHEDULE II
 Eligibility Criteria

 SCHEDULE III
 Agreed-Upon Procedures For Independent Public Accountants

 SCHEDULE IV
 Loan Asset Schedule

 SCHEDULE V
 Advance Funding Account &ndash; Wire Instructions

 SCHEDULE VI
 Schedule VI Loan Assets

 EXHIBITS

 EXHIBIT A
 Form of Approval Notice

 EXHIBIT B
 Form of Borrowing Base Certificate

 EXHIBIT C
 Form of Conversion Notice

 EXHIBIT D
 Form of Disbursement Request

 EXHIBIT E
 Form of Joinder Supplement

 EXHIBIT F
 Form of Notice of Borrowing

 EXHIBIT G
 Form of Notice of Reduction (Reduction of Advances Outstanding/Maximum Facility Amount)

 EXHIBIT H
 Form of Variable Funding Note

 EXHIBIT I
 Form of Notice and Request for Consent

 EXHIBIT J-1
 Form of Monthly Servicing Report

 EXHIBIT J-2
 Form of Quarterly Servicing Report

 EXHIBIT K
 Form of Servicer&rsquo;s Certificate (Servicing Report)

 EXHIBIT L
 Form of Release of Required Loan Documents

 EXHIBIT M
 Form of Assignment and Acceptance

 EXHIBIT N
 Form of Power of Attorney for Servicer

 EXHIBIT O
 Form of Power of Attorney for Borrower

 EXHIBIT P
 Form of Servicer&rsquo;s Certificate (Loan Asset Register)

 EXHIBIT Q
 Form of Underwriting Request

 ANNEXES

 ANNEX A
 Commitments

 v

 Table
of Contents

 Page

 This LOAN AND SERVICING AGREEMENT
is made as of December 2, 2015, among:

 (1)             CCT
TOKYO FUNDING LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the &ldquo; Borrower &rdquo;);

 (2)             FS
KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, as the Servicer (as defined
herein) and as the Transferor (as defined herein);

 (3)             SUMITOMO
MITSUI BANKING CORPORATION, a Japanese joint stock corporation, as Administrative Agent (together with its successors and assigns in such
capacity, the &ldquo; Administrative Agent &rdquo;) and as the Collateral Agent (together with its successors and assigns in such
capacity, the &ldquo; Collateral Agent &rdquo;); and

 (4)             EACH
OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as a Lender.

 PRELIMINARY STATEMENT

 The Lenders have agreed, on
the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to
time in an aggregate principal amount not to exceed the Borrowing Base. The proceeds of the Advances will be used (a) to finance
the Borrower&rsquo;s purchase, on a &ldquo;true sale&rdquo; basis, of Eligible Loan Assets from the Transferor, approved by the Administrative
Agent, pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor, (b) to finance the Borrower&rsquo;s purchase,
on a &ldquo;true sale&rdquo; basis, of Eligible Loan Assets, approved by the Administrative Agent, from Persons that are not Affiliates
of the Borrower, the Servicer or the Transferor, (c) to fund the Unfunded Exposure Account and (d) to distribute such proceeds
to the Borrower&rsquo;s parent. Further, the Lenders, in entering into this transaction, are relying on the separateness of the Borrower
from the Parent as an important structural element of this transaction. Accordingly, the parties agree as follows:

 ARTICLE I.

 DEFINITIONS

 SECTION 1.01        Certain
Defined Terms .

 (a)             Certain
capitalized terms used throughout this Agreement are defined above or in this Section 1.01.

 (b)             As
used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a part hereof), the
following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the
terms defined):

 &ldquo; 1940 Act &rdquo;
means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

 &ldquo; Account Bank &rdquo;
means Wells Fargo, in its capacity as the &ldquo;Account Bank&rdquo; pursuant to the Control Agreement.

 &ldquo; Action &rdquo;
has the meaning assigned to that term in Section 8.03.

 &ldquo; Additional Amount &rdquo;
has the meaning assigned to that term in Section 2.11(a ).

 &ldquo; Adjusted Borrowing
Value &rdquo; means for any Loan Asset, for any date of determination, an amount equal to the Assigned Value of such Loan Asset at
such time multiplied by the Outstanding Balance of such Loan Asset; provided that the Adjusted Borrowing Value of any Warranty
Loan Asset or Loan Asset (or, if applicable, any portion thereof representing the Excess Concentration Amount for such Loan Asset) that
is no longer an Eligible Loan Asset shall be zero ( provided that the Administrative Agent in its sole and absolute discretion,
may agree to a value other than zero).

 &ldquo; Administrative Agent &rdquo;
means Sumitomo Mitsui Banking Corporation, in its capacity as administrative agent for the Lenders, together with its successors and assigns,
including any successor appointed pursuant to Article IX.

 &ldquo; Advance &rdquo;
means each Term Advance or Revolving Advance advanced by the Lenders to the Borrower on an Advance Date pursuant to Article II.

 &ldquo; Advance Date &rdquo;
means, with respect to any Advance, the Business Day on which such Advance is made.

 &ldquo; Advance Funding Account &rdquo;
means an account in the name of the Borrower (account number 84455304 at the Account Bank) with the wire instructions set forth on Schedule
V or such other account or with such other wire instructions as from time to time the Borrower has designated to the Administrative Agent
in writing with evidence satisfactory to the Administrative Agent confirming that a Responsible Officer of the Borrower has requested
such account or wire instruction modification in writing.

 &ldquo; Advances Outstanding &rdquo;
means, at any time, the sum of the principal amounts of Advances made to the Borrower for the initial and any subsequent borrowings pursuant
to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed as repayment
of principal amounts of Advances Outstanding pursuant to Section 2.04 at or prior to such time and any other amounts received
by the Lenders to repay the principal amounts of Advances Outstanding pursuant to Section 2.18 or otherwise at or prior to
such time; provided that the principal amounts of Advances Outstanding shall not be reduced by any Available Collections or other
amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason.

 &ldquo; Affected Party &rdquo;
has the meaning assigned to that term in Section 2.10.

 2

 &ldquo; Affiliate &rdquo;
when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the
purposes of this definition, &ldquo;control,&rdquo; when used with respect to any specified Person, means the power to vote 20% or more
of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms &ldquo;controlling&rdquo; and &ldquo;controlled&rdquo; have
meanings correlative to the foregoing; provided that for purposes of determining whether any Loan Asset is an Eligible Loan Asset
or for purposes of Section 5.01(b)(xix) , the term Affiliate shall not include any Affiliate relationship which may exist solely
as a result of direct or indirect ownership or control by (x) a common Financial Sponsor, (y) a Financial Sponsor that is under
common control with such Person or (z) Persons under common control in different industries and whose assets do not cross-collateralize
different Loan Assets.

 &ldquo; Agented Note &rdquo;
means any Loan Asset (i) originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous
or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio and (ii) with respect
to which, upon an assignment of the note to the Borrower, the Borrower, as assignee of the note, will have all of the rights but none
of the obligations of the transferor with respect to such note and the Underlying Collateral.

 &ldquo; Agreement &rdquo;
means this Loan and Servicing Agreement (including any schedules, exhibits or annexes), as the same may be amended, restated, supplemented
and/or otherwise modified from time to time hereafter.

 &ldquo; Agreement and Plan
of Merger &rdquo; means that certain Agreement and Plan of Merger, dated as of July 22, 2018, by and among CCT, FS Investment
Corporation, IC Acquisition, Inc. and FS/KKR Advisor, LLC.

 &ldquo; Anti-Corruption Laws &rdquo;
means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any
other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Borrower, the Servicer or any of
their respective Subsidiaries or their respective Related Parties is located or doing business.

 &ldquo; Anti-Money Laundering
Laws &rdquo; means Applicable Law in any jurisdiction in which the Borrower, the Servicer or any of their respective Subsidiaries or
their respective Related Parties are located or doing business that relates to money laundering or terrorism financing, any predicate
crime to money laundering, or any financial record keeping and reporting requirements related thereto.

 &ldquo; Applicable Law &rdquo;
means for any Person or property of such Person all existing and future laws, rules, regulations (including temporary and final income
tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and published interpretations by any
Governmental Authority applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices
Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board&rsquo;s Regulations &ldquo;B&rdquo; and
 &ldquo;Z&rdquo;, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer
Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions,
writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent
jurisdiction.

 3

 &ldquo; Applicable Percentage &rdquo;
means, for each Eligible Loan Asset, the corresponding percentage for the type of Loan Asset (such type to be determined as of the Cut-Off
Date of each Loan Asset and set forth on Approval Notice pertaining to such Loan) set forth below:

 (a)             that
is a First Lien Loan Asset (other than a Broadly Syndicated Loan Asset, 65%;

 (b)            that
is a Broadly Syndicated Loan Asset, 70%; and

 (c)             that
is a Second Lien Loan Asset, 25%.

 &ldquo; Applicable Spread &rdquo;
has the meaning assigned to that term in the Lender Fee Letter.

 &ldquo; Approval Notice &rdquo;
means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A ,
evidencing the approval by the Administrative Agent, in its sole discretion, of the acquisition of such Eligible Loan Asset by the Borrower.

 &ldquo; Approved Valuation
Firm &rdquo; means (a) each of (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a Lincoln
Partners LLC), (iii) Duff & Phelps Corp. and (iv) [REDACTED] and (b) any other nationally recognized valuation
firm approved by each of the Borrower and the Administrative Agent in their sole reasonable discretion.

 &ldquo; Assigned Documents &rdquo;
has the meaning assigned to that term in Section 2.12.

 &ldquo; Assigned Value &rdquo;
means (a) with respect to each Loan Asset constituting a First Lien Loan Asset, as of any date of determination and expressed as
a percentage of the Outstanding Balance of such Loan Asset, (i) on and after the Cut-Off Date with respect to such Loan Asset but
prior to the occurrence of a Value Adjustment Event with respect to such Loan Asset, (A) if the purchase price of such Loan Asset
was less than 95% of the par amount of such Loan Asset, a percentage equal to the purchase price divided by the par amount and (B), otherwise,
100.0% and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x) 100% and (y) any value determined pursuant
to Section 2.19 and (b) with respect to each Loan Asset constituting a Second Lien Loan Asset, as of any date of determination
and expressed as a percentage of the Outstanding Balance of such Loan Asset, (i) on and after the Cut-Off Date with respect to such
Loan Asset but prior to the occurrence of a Value Adjustment Event with respect to such Loan Asset, the lesser of (A) 100.0% and
(B) the value assigned to such Loan Asset by the Administrative Agent in its sole discretion as of the Cut-Off Date of such Loan
Asset and (ii) after any occurrence of a Value Adjustment Event, the lesser of (x) 100% and (y) any value determined pursuant
to Section 2.19 . Notwithstanding anything herein to the contrary, as of the Sixth Amendment Date, the Loan Assets set forth
on Schedule VI hereto (the &ldquo; Schedule VI Loan Assets &rdquo;) shall have the Assigned Values set forth on Schedule
VI hereto (the &ldquo; Sixth Amendment Assigned Values &rdquo;); provided that, prior to the occurrence of a Value Adjustment
Event with respect to a Schedule VI Loan Asset after the Sixth Amendment Date in which the Administrative Agent has reduced the Assigned
Value of such Schedule VI Loan Asset below the applicable Sixth Amendment Assigned Value, the Borrower may not retain an Approved Valuation
Firm to value such Schedule VI Loan Asset and the Servicer may not request the Administrative Agent re-evaluate the Assigned Value for
such Schedule VI Loan Asset.

 4

 &ldquo; Assignment and Acceptance &rdquo;
has the meaning assigned to that term in Section 11.04(a ).

 &ldquo; Available Collections &rdquo;
means all cash collections and other cash proceeds actually received with respect to any Loan Asset, including without limitation, all
Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds
or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral (including from any guarantors), all
other amounts on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled
Accounts; provided that, for the avoidance of doubt, &ldquo;Available Collections&rdquo; shall not include amounts on deposit in
the Unfunded Exposure Account that do not represent proceeds of Permitted Investments.

 &ldquo; Available Tenor &rdquo;
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark
pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of &ldquo;Interest Period&rdquo; pursuant to Section 2.23(e) ; provided that
unless otherwise agreed to by the Administrative Agent and the Borrower, the Available Tenor that is used shall be for a period of three
months.

 &ldquo; Bankruptcy Code &rdquo;
means Title 11, United States Code, 11 U.S.C. &sect;&sect; 101 et seq. , as amended from time to time.

 &ldquo; Bankruptcy Event &rdquo;
shall be deemed to have occurred with respect to a Person if either:

 (i)             a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of
a trustee, receiver, custodian, liquidator, assignee, administrator, sequestrator or the like for such Person or all or substantially
all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for
a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal
bankruptcy laws or other similar laws now or hereafter in effect; or

 5

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

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

 &ldquo; Bankruptcy Proceeding &rdquo;
means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

 &ldquo; Base Rate &rdquo;
means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) the Federal Funds Rate, as in effect from
time to time, plus 0.50%, (c) Term SOFR for a three-month tenor in effect on such day plus 1.00% and (d) zero
percent (0%). The Administrative Agent&rsquo;s prime lending rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. The Administrative Agent and the Lenders may make commercial loans or other loans at rates
of interest at, above, or below the Administrative Agent&rsquo;s prime lending rate. Any change in the Base Rate due to a change in the
Prime Rate, the Federal Funds Rate or Term SOFR will be effective from and including the effective date of such change in the Prime Rate,
the Federal Funds Rate or Term SOFR, respectively. Interest calculated pursuant to clause (a) above will be determined based
on a year of 365 or 366 days, as applicable, and actual days elapsed. Interest calculated pursuant to clauses (b) and (c) above
will be determined based on a year of 360 days and actual days elapsed.

 &ldquo; Base Rate Advance &rdquo;
means any Advance (i) not made as a SOFR Advance in accordance with Section 2.02(b) and (ii) not converted
into a SOFR Advance in accordance with Section 2.02(c ).

 &ldquo; Base Rate Advances
Outstanding &rdquo; means, at any time, the outstanding Base Rate Advances.

 &ldquo; Base Rate Term SOFR
Determination Day &rdquo; shall have the meaning set forth the definition of &ldquo;Term SOFR&rdquo;.

 &ldquo; Base Rate Yield Rate &rdquo;
means, as of any date of determination, an interest rate per annum equal to the Base Rate for such date plus the Applicable
Spread (applicable to Base Rate Advances).

 &ldquo; Benchmark &rdquo;
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
Term SOFR Reference Rate or the then-current Benchmark, then &ldquo;Benchmark&rdquo; means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.23(b) .

 6

 &ldquo; Benchmark Replacement &rdquo;
means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:

 (a)             Daily
Simple SOFR; or

 (b)             the
sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration
to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the
then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

 If the Benchmark Replacement as determined pursuant
to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Transaction Documents.

 &ldquo; Benchmark Replacement
Adjustment &rdquo; means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention
for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

 &ldquo; Benchmark Replacement
Date &rdquo; means the earliest to occur of the following events with respect to the then-current Benchmark:

 (a)             in
the case of clause (a) or (b) of the definition of &ldquo;Benchmark Transition Event&rdquo;, the later of (i) the
date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors
of such Benchmark (or such component thereof); or

 (b)             in
the case of clause (c) of the definition of &ldquo;Benchmark Transition Event&rdquo;, the first date on which such Benchmark
(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of
such Benchmark (or such component thereof) continues to be provided on such date.

 7

 For the avoidance of doubt, the &ldquo;Benchmark
Replacement Date&rdquo; will be deemed to have occurred in the case of clause (a) or (b) above with respect to
any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

 &ldquo; Benchmark Transition
Event &rdquo; means the occurrence of one or more of the following events with respect to the then-current Benchmark:

 (a)             a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 (b)             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof); or

 (c)             a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,
or as of a specified future date will not be, representative.

 For the avoidance of doubt, a &ldquo;Benchmark
Transition Event&rdquo; will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).

 &ldquo; Benchmark Unavailability
Period &rdquo; means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such
time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in
accordance with Section 2.23 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Transaction Document in accordance with Section 2.23 .

 &ldquo; Benefit Plan Entity &rdquo;
has the meaning assigned to that term in Section 4.01(x ).

 8

 &ldquo; Borrower &rdquo;
has the meaning assigned to that term in the preamble hereto.

 &ldquo; Borrowing Base &rdquo;
means, as of any date of determination, an amount equal to the lesser of:

 (a)             (i) the
sum of the products of (A) the Applicable Percentage for each Eligible Loan Asset as of such date and (B) (x) the Adjusted
Borrowing Value of such Eligible Loan Asset as of such date minus (ii) the Excess Concentration Amount, plus (iii) the
amount on deposit in the Principal Collection Account as of such date plus (iv) the amount on deposit in the Unfunded Exposure
Account as of such date minus (v) the Unfunded Exposure Equity Amount as of such date; or

 (b)             (i) the
Maximum Facility Amount as of such date, minus (ii) the Unfunded Exposure Amount as of such date, plus (iii) amounts
on deposit in the Unfunded Exposure Account as of such date; provided that, for the avoidance of doubt, any Loan Asset (or, if
applicable, any portion thereof representing the Excess Concentration Amount for such Loan Asset) which at any time is no longer an Eligible
Loan Asset shall not be included in the calculation of &ldquo;Borrowing Base&rdquo;.

 &ldquo; Borrowing Base Certificate &rdquo;
means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially in the
form of Exhibit B hereto, prepared by the Servicer.

 &ldquo; Borrowing Base Deficiency &rdquo;
means, as of any date of determination, the extent to which the aggregate Advances Outstanding on such date exceeds the Borrowing Base.

 &ldquo; Breakage Fee &rdquo;
means, for any full or partial repayment of any SOFR Advance on any date other than a Payment Date or with less than three Business Days&rsquo;
prior written notice to the Administrative Agent, the breakage costs, if any related to such repayment, which shall be deemed to be the
amount determined by the Administrative Agent to be the excess of (a) the amount of interest that would have accrued on the principal
amount of the SOFR Advance had such prepayment not occurred, at the Benchmark rate that would have been applicable to such SOFR Advance,
for the period from the date of such prepayment to (i) the last day of the then-current Interest Period therefor if on such last
day the Administrative Agent will have had at least three Business Days&rsquo; notice of such prepayment and (ii) if on such last
day the Administrative Agent will not have had at least three Business Days&rsquo; notice of such prepayment, the last day of the next
Interest Period therefor, over (b) the amount of interest that would accrue on such principal amount for such period at the interest
rate which the Administrative Agent would earn for a deposit in Dollars of a comparable amount and period from other banks in the Eurocurrency
market.

 &ldquo; Broadly Syndicated
Loan Asset &rdquo; means any Loan Asset (a) that is part of a credit facility with a facility size on the date of origination
thereof at least equal to U.S.$250,000,000 and (b) as to which, on the date of origination thereof, (i) Moody&rsquo;s has either
(x) assigned a corporate family rating to an Obligor thereon or (y) assigned to such credit facility a monitored publicly available
rating and (ii) S&P has either (x) assigned an issuer credit rating to the Obligor thereof or (y) assigned to such
credit facility a monitored publicly available rating.

 9

 &ldquo; Business Day &rdquo;
means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York, New
York or the city in which the offices of the Collateral Agent are located and are authorized or required by Applicable Law, regulation
or executive order to close.

 &ldquo; Cause &rdquo; means,
with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard of,
bad faith or gross negligence with respect to, or a breach of such Independent Director&rsquo;s duties as set forth in the Borrower&rsquo;s
organizational documents, (ii) that such Independent Director has engaged in or has been charged with, or has been convicted of,
fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) that such Independent Director
is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or (iv) that such Independent
Director no longer meets the definition of Independent Director.

 &ldquo; CCT &rdquo; means
(i) prior to the consummation of a Permitted BDC Merger, Corporate Capital Trust, Inc., a Maryland corporation, (ii) on
or after the consummation of the Permitted BDC Merger on December 19, 2018 and prior to any additional Permitted BDC Merger, FS KKR
Capital Corp. (as successor in interest to Corporate Capital Trust, Inc.), a Maryland corporation, and (iii) on or after the
consummation of any additional Permitted BDC Merger, the applicable Permitted BDC.

 &ldquo; Change of Control &rdquo;
shall be deemed to have occurred if any of the following occur (other than in connection with, relating to or arising from a Permitted
BDC Merger):

 (a)             the
Management Agreement shall fail to be in full force and effect;

 (b)            the
certificate of incorporation, by-laws and any other governing documents of the Parent shall fail to be in full force and effect;

 (c)            the
creation or imposition of any Lien (other than a Permitted Lien) on any limited liability company membership interest in the Borrower
without the prior written consent of the Administrative Agent;

 (d)            the
failure by the Parent, directly or indirectly, to own 100% of the limited liability company membership interests in the Borrower;

 (e)             the
assignment or transfer by (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after the consummation
of each Permitted BDC Merger, the applicable Permitted BDC, of its rights or obligations as &ldquo;Servicer&rdquo; under this Agreement
and any other Transaction Document to an entity other than an Affiliate of (i) prior to the consummation of a Permitted BDC Merger,
CCT, and (ii) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC (other than pursuant to Section 6.01
following the delivery of a Servicer Termination Notice);

 (f)             any
event which results in a change of Control of (i) prior to the consummation of a Permitted BDC Merger, CCT, and (ii) on or after
the consummation of each Permitted BDC Merger, the applicable Permitted BDC; or

 10

 (g)            the
failure of KKR Credit Advisors (US) LLC or a Permitted Successor Advisor to act as an advisor to the Servicer.

 &ldquo; Closing Date &rdquo;
means December 2, 2015.

 &ldquo; Code &rdquo; means
the Internal Revenue Code of 1986, as amended.

 &ldquo; Collateral Agent &rdquo;
has the meaning assigned to that term in the preamble hereto.

 &ldquo; Collateral Agent Expenses &rdquo;
means all accrued and unpaid expenses (including reasonable attorneys&rsquo; fees, costs and expenses) and indemnity amounts payable by
the Borrower to the Collateral Agent under the Transaction Documents.

 &ldquo; Collateral Agent Fees &rdquo;
means, with respect to any Payment Date, fees in the amount equal to the product of (x) 0.04% per annum and (y) (i) the
average Outstanding Balance of the Loan Assets during each day of the related Remittance Period plus (ii) the average amount on deposit
in the Principal Collection Account during each day of the related Remittance Period plus (iii) the average amount on deposit in
the Unfunded Exposure Account during each day of the Related Remittance Period; provided that the Collateral Agent Fees shall not be less
than $50,000 annually; provided further that , notwithstanding any of the foregoing, other than Collateral Agent fees incurred during
a period in which an Event of Default has occurred and not been cured and fees incurred in connection with such Event of Default, so long
as SMBC or its Affiliate is the Collateral Agent, the Collateral Agent Fees shall be $0.

 &ldquo; Collateral Agent Termination
Notice &rdquo; has the meaning assigned to that term in Section 10.05.

 &ldquo; Collateral Custodian &rdquo;
means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms of the Custody Agreement.

 &ldquo; Collateral Custodian
and Account Bank Expenses &rdquo; means the expenses set forth in the Collateral Custodian and Account Bank Fee Letter and all accrued
and unpaid expenses including reasonable attorneys&rsquo; fees, costs and expenses) and indemnity amounts payable by the Borrower to the
Collateral Custodian and Account Bank under the Transaction Documents.

 &ldquo; Collateral Custodian
and Account Bank Fee Letter &rdquo; means the Fee Schedule accepted by the Servicer on behalf of the Borrower and the Collateral Custodian
and Account Bank on December 2, 2015, as such Fee Schedule may be amended, modified, supplemented, restated or replaced from time
to time.

 &ldquo; Collateral Custodian
and Account Bank Fees &rdquo; means the fees set forth in the Collateral Custodian and Account Bank Fee Letter that are payable to
the Collateral Custodian and Account Bank.

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

 (i)             the
Portfolio Assets, and all monies due or to become due in payment under the Loan Assets included therein on and after the related Cut-Off
Date, including, but not limited to, all Available Collections;

 11

 (ii)             the
Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and

 (iii)            all
income and Proceeds of the foregoing.

 &ldquo; Collection Account &rdquo;
means a trust account (comprised of the Interest Collection Account and the Principal Collection Account) in the name of the Borrower
for the benefit of and under the control of the Collateral Agent for the benefit of the Secured Parties; (it being understood, however,
that the Servicer shall be able to request distributions and releases therefrom in accordance herewith and expressly permitted hereby);
 provided that the funds deposited therein (including any interest and earnings thereon) from time to time and subject to the terms
thereof shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any Taxes payable with respect
to the Collection Account.

 &ldquo; Collection Date &rdquo;
means the date on which the aggregate outstanding principal amount of the Advances Outstanding have been repaid in full and all Yield
and Fees and all other Obligations have been indefeasibly paid in full (other than contingent reimbursement and indemnification obligations
for which no claim has been made), and the Borrower shall have no further right to request any additional Advances.

 &ldquo; Commitment &rdquo;
means, with respect to each Lender, (i) prior to the end of the Reinvestment Period or for purposes of Advances made pursuant to
 Section 2.02(f) , the Dollar amount set forth opposite such Lender&rsquo;s name on Annex A hereto (as such amount may
be revised from time to time in accordance with the terms hereof) or the amount set forth as such Lender&rsquo;s &ldquo;Commitment&rdquo;
on Schedule I to the Joinder Supplement relating to such Lender, as applicable, and (ii) after the Reinvestment Period (other than
for purposes of Advances made pursuant to Section 2.02(f)) , such Lender&rsquo;s Pro Rata Share of the aggregate Advances Outstanding.
A Lender may have either or both a Revolving Commitment or a Term Commitment as specified on Annex A hereto (as such amount may be revised
from time to time) or on Schedule I to the Joinder Supplement relating to such Lender, as applicable.

 &ldquo; Conforming Changes &rdquo;
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of &ldquo;Base Rate&rdquo;, the
definition of &ldquo;Business Day&rdquo;, the definition of &ldquo;U.S. Government Securities Business Day&rdquo;, the definition of &ldquo;Interest
Period&rdquo; or any similar or analogous definition (or the addition of a concept of &ldquo;interest period&rdquo;), timing and frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
the applicability and length of lookback periods, the applicability of Section 2.10 and other technical, administrative or
operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption
and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other
manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection
with the administration of this Agreement and the other Transaction Documents).

 12

 &ldquo; Connection Income
Taxes &rdquo; means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

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

 &ldquo; Control Agreement &rdquo;
means that certain securities account control agreement, dated as of the date hereof, by and among the Borrower, the Servicer, the Collateral
Agent and the Account Bank, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with
the terms thereof.

 &ldquo; Controlled Accounts &rdquo;
means the Collection Account and the Unfunded Exposure Account.

 &ldquo; Conversion Date &rdquo;
means, with respect to any Advance, the Business Day on which such Advance was, or is to be, converted from a Base Rate Advance to a SOFR
Advance.

 &ldquo; Conversion Notice &rdquo;
means, with respect to any Advance, the written notice, in substantially the form attached hereto as Exhibit C , evidencing
the request of the Borrower to the Administrative Agent to convert such Advance from a Base Rate Advance into a SOFR Advance.

 &ldquo; Custody Agreement &rdquo;
means that certain Custody Agreement, dated the date of this Agreement, by and among the Borrower, the Servicer, the Transferor, the Administrative
Agent, the Collateral Agent, and the Collateral Custodian.

 &ldquo; Cut-Off Date &rdquo;
means, with respect to each Loan Asset, the date such Loan Asset is acquired by the Borrower.

 &ldquo; Daily Simple SOFR &rdquo;
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining &ldquo;Daily
Simple SOFR&rdquo; for business loans; provided , that if the Administrative Agent decides that any such convention is not administratively
feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

 13

 &ldquo; Defaulted Loan Asset &rdquo;
means a Loan Asset which has become subject to a Value Adjustment Event of the type described in clauses (i) or (ii) of
the definition thereof. If the Value Adjustment Event which gave rise to a Defaulted Loan Asset is cured, the Borrower may submit such
Loan Asset for review by the Administrative Agent (in its sole discretion) for the purpose of re-classifying such Loan Asset as a Loan
Asset which is no longer a Defaulted Loan Asset.

 &ldquo; Delayed Draw Loan
Asset &rdquo; means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully
funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset but which, once all
such installments have been made, has the characteristics of a Term Loan Asset.

 &ldquo; Disbursement Request &rdquo;
means a disbursement request from the Servicer (on behalf of the Borrower) to the Account Bank in the form attached hereto as Exhibit D
in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(c ).

 &ldquo; Dollar &rdquo;,
 &ldquo; USD &rdquo; or &ldquo; U.S.$ &rdquo; means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for all debts, public and private.

 &ldquo; EBITDA &rdquo;
means, with respect to any period and any Loan Asset, the meaning of &ldquo;EBITDA&rdquo;, &ldquo;Adjusted EBITDA&rdquo; or any comparable
definition in the Loan Agreement for such Loan Asset (together with all reasonable add-backs and exclusions as designated in such Loan
Agreement), and in any case that &ldquo;EBITDA&rdquo;, &ldquo;Adjusted EBITDA&rdquo; or such comparable definition is not defined in such
Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant
to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings
from continuing operations for such period plus interest expense, income taxes, unallocated depreciation and amortization for such period
(to the extent deducted in determining earnings from continuing operations for such period), and any other item the Servicer and the Administrative
Agent mutually deem to be appropriate.

 &ldquo; Eighth Amendment Date &rdquo;
means November 14, 2022.

 &ldquo; Eligible Bid &rdquo;
means a bid made in good faith by a bidder for all or any portion of the Collateral Portfolio in connection with a sale of the Collateral
Portfolio in whole or in part pursuant to Section 7.02(i ).

 &ldquo; Eligible Loan Asset &rdquo;
means, at any time, a Loan Asset which has been Pledged hereunder in respect of which each of the representations and warranties contained
in Section 4.02 and Schedule II hereto is true and correct as of such time.

 &ldquo; Eligible Replacement &rdquo;
has the meaning assigned to that term in Section 6.01(c ).

 &ldquo; Eligible Successor
Agent &rdquo; has the meaning assigned to that term in Section 9.01(h ).

 &ldquo; Environmental Laws &rdquo;
means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations
and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited
to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous Materials. Environmental Laws include, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. &sect; 9601 et seq.), the Hazardous Material
Transportation Act (49 U.S.C. &sect; 331 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. &sect; 6901 et seq.),
the Federal Water Pollution Control Act (33 U.S.C. &sect; 1251 et seq.), the Clean Air Act (42 U.S.C. &sect; 7401 et seq.),
the Toxic Substances Control Act (15 U.S.C. &sect; 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. &sect; 300, et seq.),
the Environmental Protection Agency&rsquo;s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational
Safety and Health Act (29 U.S.C. &sect; 651 et seq.), and the rules and regulations thereunder, each as amended or supplemented
from time to time.

 14

 &ldquo; ERISA &rdquo; means
the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

 &ldquo; ERISA Affiliate &rdquo;
means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as the Borrower or Servicer, as applicable, (b) a trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with the Borrower or Servicer, as applicable, or (c) for purposes of
Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of
the Code) as the Borrower or Servicer, as applicable, any corporation described in clause (a) above or any trade or business
described in clause (b) above.

 &ldquo; Event of Default &rdquo;
has the meaning assigned to that term in Section 7.01.

 &ldquo; Excepted Persons &rdquo;
has the meaning assigned to that term in Section 11.13(a ).

 &ldquo; Excess Concentration
Amount &rdquo; means, as of any date of determination, the sum of the Adjusted Borrowing Value of all Eligible Loan Assets as of such
date that are Second Lien Loan Assets in excess of 20.0% of the Excess Concentration Measure.

 &ldquo; Excess Concentration
Measure &rdquo; means, as of any date of determination, the sum of the Adjusted Borrowing Value of each Eligible Loan Asset.

 &ldquo; Exchange Act &rdquo;
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 &ldquo; Excluded Amounts &rdquo;
means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral Portfolio,
which amount is attributable to the payment of any Tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or
on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) any
amount representing a reimbursement of insurance premiums, (ii) any escrows relating to Taxes, insurance and other amounts in connection
with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements
under a Loan Agreement and (iii) any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted
for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold
or transferred by the Borrower pursuant to Section 2.07 , to the extent such amount is attributable to a time after the effective
date of such replacement or sale.

 15

 &ldquo; Excluded Taxes &rdquo;
has the meaning assigned to that term in Section 2.11(a ).

 &ldquo; Exposure Amount &rdquo;
means, as of any date of determination, with respect to each Loan Asset owned by the Borrower, the maximum unfunded commitment associated
with such Loan Asset (including, without limitation, any letter of credit reimbursements).

 &ldquo; Extension Fee &rdquo;
has the meaning assigned to that term in the Lender Fee Letter.

 &ldquo; Facility Maturity
Date &rdquo; means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic
occurrence, of the Facility Maturity Date pursuant to Section 7.01 , (iii) the Collection Date and (iv) the occurrence
of the termination of this Agreement pursuant to Section 2.18(b) hereof.

 &ldquo; Fair Market Value &rdquo;
means, with respect to any Loan Asset or item of Collateral Portfolio, as of each date fair market value information is publicly published
by the Borrower, Servicer or Transferor, as applicable, if such Loan Asset has been reduced in value on such date below the original principal
amount, the lesser of (i) the fair market value of such Loan Asset as required by, and in accordance with, the 1940 Act and any orders
of the Securities and Exchange Commission issued to the Transferor, to be determined by the board of directors of the Transferor and reviewed
by its auditors and (ii) the fair value of such Loan Asset determined in accordance with GAAP.

 &ldquo; FATCA &rdquo; means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (or related legislation or official
administrative rules or practices) implementing the foregoing.

 &ldquo; Federal Funds Rate &rdquo;
means, for any day, a fluctuating per annum interest rate equal, for each such day, to the rate set forth for such day opposite
the caption &ldquo;Federal funds (effective)&rdquo; in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute
publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if
for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Administrative Agent, to be the
rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day. Notwithstanding
anything herein to the contrary, in no event shall the Federal Funds Rate be less than 0.00%.

 &ldquo; Federal Reserve Bank &rdquo;
means any of the twelve regional Federal Reserve Banks chartered under the laws of the United States.

 16

 &ldquo; Fees &rdquo; means
(i) the Non-Usage Fee, (ii) the Extension Fee, if applicable and (iii) the other fees payable to each Lender pursuant to
the terms of any Lender Fee Letter.

 &ldquo; Financial Asset &rdquo;
has the meaning specified in Section 8-102(a)(9) of the UCC.

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

 &ldquo; First Lien Loan Asset &rdquo;
means any Loan Asset that (i) provides that the payment obligation of the Obligor on such Loan Asset is either senior to, or pari
passu with, all other Indebtedness of such Obligor, (ii) is secured by a pledge of collateral, which security interest is validly
perfected and first priority under Applicable Law (subject to liens permitted under the applicable Underlying Collateral that are reasonable
for similar loans, and liens accorded priority by law in favor of any Governmental Authority), and (iii) the Servicer determines
in good faith that the value of the collateral or the enterprise value securing the Loan Asset and ability to generate cash flow on or
about the time of acquisition equals or exceeds the outstanding principal balance of the Loan Asset plus the aggregate outstanding balances
of all other loans of equal or higher seniority secured by the same collateral.

 &ldquo; Floor &rdquo; means
zero.

 &ldquo; Foreign Lender &rdquo;
means a Lender that is not a U.S. Person.

 &ldquo; GAAP &rdquo; means
generally accepted accounting principles as in effect from time to time in the United States.

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

 &ldquo; Hazardous Materials &rdquo;
means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. &sect; 172.010, materials
defined as hazardous pursuant to &sect; 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum
distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified
as being &ldquo;in inventory&rdquo;, &ldquo;usable work in process&rdquo; or similar classification that would, if classified as unusable,
be included in the foregoing definition.

 &ldquo; Indebtedness &rdquo;
means, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with
customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary
for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such
Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise
become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives,
and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise
acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in
 clauses (a) through (e) ; provided that, for the avoidance of doubt, any Loan Assets sold by the Borrower in
a manner which is characterized on the books of the Borrower as a secured borrowing by the Borrower in accordance with GAAP but does not
create any recourse to the Borrower (for example, where the Borrower sells a portion of a loan which has been restructured as a first
lien loan and a first lien last out loan) shall not constitute &ldquo;Indebtedness&rdquo; of the Borrower.

 17

 &ldquo; Indemnified Amounts &rdquo;
has the meaning assigned to that term in Section 8.01.

 &ldquo; Indemnified Party &rdquo;
has the meaning assigned to that term in Section 8.01.

 &ldquo; Indemnifying Party &rdquo;
has the meaning assigned to that term in Section 8.03.

 &ldquo; Independent Director &rdquo;
means an individual who has prior experience as an independent director, independent manager or independent member and who is provided
by CT Corporation, Corporation Service Company, Puglisi & Associates, National Registered Agents, Inc., Wilmington Trust
Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent
Directors, another nationally-recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate
of the Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business,
and which individual is duly appointed as an Independent Director and is not, and for the five-year period prior to such individual&rsquo;s
appointment as Independent Director has not been, and will not while serving as Independent Director be, any of the following:

 (a)             a
member, partner, equityholder, manager, director, officer or employee of the Borrower, the Parent, or any of their respective equityholders
or Affiliates (other than as an Independent Director of the Parent, the Borrower or an Affiliate of the Borrower or the Parent or any
special purpose vehicle that is required by a creditor to be a single purpose bankruptcy remote entity; provided that such Independent
Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its
business);

 (b)             a
creditor, supplier or service provider (including provider of professional services) to the Borrower, the Parent, or any of their respective
equityholders or Affiliates (other than as an employee of a nationally-recognized company that routinely provides professional Independent
Directors and other corporate services to the Borrower, the Parent or any of their respective Affiliates in the ordinary course of its
business);

 18

 (c)             a
family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;
or

 (d)             a
Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

 For purposes of this definition, &ldquo;family
member&rdquo; includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships and any person
sharing the Independent Director&rsquo;s household (other than a tenant or employee).

 &ldquo; Indorsement &rdquo;
has the meaning specified in Section 8-102(a)(11) of the UCC, and &ldquo; Indorsed &rdquo; has a corresponding meaning.

 &ldquo; Initial Advance &rdquo;
means the first Advance made pursuant to Article II.

 &ldquo; Initial Payment Date &rdquo;
means the 15th day of March, 2016 (or if such day is not a Business Day, the next succeeding Business Day).

 &ldquo; Instrument &rdquo;
has the meaning specified in Section 9-102(a)(47) of the UCC.

 &ldquo; Insurance Policy &rdquo;
means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying Collateral.

 &ldquo; Insurance Proceeds &rdquo;
means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding
or award in lieu of condemnation, other than (i) any such amount received which is required to be used to restore, improve or repair
the related real estate or required to be paid to the Obligor under the Loan Agreement or (ii) prior to an Event of Default hereunder
and with prior notice to the Administrative Agent, any such amount for which the Borrower has elected, in its reasonable business discretion,
to be used to restore, improve or repair the related real estate or otherwise to be paid to the Obligor under the Loan Agreement.

 &ldquo; Interest Collection
Account &rdquo; means a sub-account (account number 84455302 at the Account Bank) of the Collection Account into which Interest Collections
shall be deposited.

 &ldquo; Interest Collections &rdquo;
means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including, without
limitation, all scheduled payments of interest and payments of interest relating to principal prepayments, all delayed compensation (representing
compensation for delayed settlement), all guaranty payments attributable to interest, proceeds of any liquidations, sales or dispositions
attributable to interest on such Loan Asset and all Recoveries attributable to interest on such Loan Asset and (ii) amendment fees,
late fees, waiver fees, prepayment fees, commitment fees, upfront fees, ticking fees or other similar amounts received in respect of Loan
Assets.

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

 19

 &ldquo; Interest Period &rdquo;
means with respect to any SOFR Advance (i) the period beginning on, and including, the Advance Date or Conversion Date, as applicable,
with respect to such SOFR Advance and ending on, but excluding, the first succeeding Payment Date ( provided that if the Advance
Date or Conversion Date, as applicable, for any SOFR Advance occurs prior to the Payment Date in the same calendar month, the initial
Interest Period for such SOFR Advance shall end on, but exclude, the second succeeding Payment Date) and (ii) thereafter, for so
long as such SOFR Advance or any portion thereof remains outstanding, each period beginning on, and including, the Payment Date on which
the immediately preceding Interest Period with respect to such SOFR Advance ended and ending on, but excluding, the next succeeding Payment
Date.

 &ldquo; Investment Policies &rdquo;
means the Servicer&rsquo;s written investment policies in effect on the date hereof (a copy of which has been previously delivered to
the Administrative Agent), as same may be amended from time to time in Servicer&rsquo;s reasonable business judgment.

 &ldquo; Joinder Supplement &rdquo;
means an agreement among the Borrower, a Lender and the Administrative Agent in the form of Exhibit E to this Agreement (appropriately
completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date.

 &ldquo; Lender &rdquo;
means (i) SMBC, (ii) each financial institution which may from time to time become a Lender hereunder by executing and delivering
a Joinder Supplement to the Administrative Agent and the Borrower as contemplated by Section 2.22 and/or (iii) any other
Person to whom a Lender assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance
with the terms of Section 11.04 .

 &ldquo; Lender Allocation
Percentage &rdquo; means, as of any Payment Date Cut-Off, the greater of: (i) 65% and (ii) the percentage obtained by dividing
(x) the Advances Outstanding as of such date by (y) the sum of the Adjusted Borrowing Value of each Eligible Loan Asset as of
such date.

 &ldquo; Lender Fee Letter &rdquo;
means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer and the applicable Lender in connection
with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.

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

 20

 &ldquo; Lien Release Dividend &rdquo;
has the meaning assigned to that term in Section 2.07(g ).

 &ldquo; Lien Release Dividend
Date &rdquo; means the date of a Lien Release Dividend specified by the Borrower, which date may be any Business Day, provided written
notice is given in accordance with Section 2.07(g ).

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

 &ldquo; Loan Asset &rdquo;
means any commercial loan, or portion thereof, individually or collectively, acquired by the Borrower in the ordinary course of its business,
which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii) all right, title and
interest of the Borrower in and to the loan and any Underlying Collateral, but excluding, in each case, the Retained Interest and Excluded
Amounts and owned by the Borrower on the initial Advance Date (as set forth on the Loan Asset Schedule delivered on the initial Advance
Date) or acquired by the Borrower after the initial Advance Date pursuant to the delivery of a Loan Assignment and listed on Schedule
Ito the Loan Assignment with respect to acquisitions from the Transferor and pursuant to assignments or novations contemplated by each
relevant Loan Agreement with respect to all acquisitions.

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

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

 &ldquo; Loan Asset Register &rdquo;
has the meaning assigned to that term in Section 5.03(k ).

 &ldquo; Loan Asset Schedule &rdquo;
means the schedule of Loan Agreements (as amended or modified from time to time in accordance with the terms hereof) evidencing Loan Assets
delivered by the Borrower to the Collateral Custodian and the Administrative Agent. Each such schedule shall set forth, as to any Eligible
Loan Asset to be Pledged hereunder, the applicable information specified on Schedule IV , which shall also be provided to the Collateral
Custodian in electronic format acceptable to the Collateral Custodian.

 &ldquo; Loan Assignment &rdquo;
has the meaning set forth in the Purchase and Sale Agreement.

 &ldquo; Loan-to-Value Ratio &rdquo;
means, with respect to a Loan Asset, the percentage equivalent of a fraction, (i) the numerator of which is equal to the commitment
amount as provided in the applicable Loan Agreement of such Loan Asset plus the commitment amount of any other senior or pari passu Indebtedness
of the related Obligor (including, in the case of Revolving Loan Asset and Delayed Draw Loan Asset, without duplication, the maximum availability
thereof) and (ii) the denominator of which is equal to the enterprise value of the Obligor that issued such Loan Asset (as determined
by the Servicer in accordance with the Servicing Standard, as of the Cut-Off Date, unless the Administrative Agent in its reasonable discretion
disagrees with such determination, in which case the Administrative Agent shall determine the enterprise value of such Obligor).
In the event the Borrower disagrees with the Administrative Agent&rsquo;s determination of the enterprise value of such Obligor, the Borrower
may (at its expense) retain an Approved Valuation Firm to value such Obligor, and if the value determined by such firm is greater than
the Administrative Agent&rsquo;s determination of the enterprise value of such Obligor, such firm&rsquo;s valuation shall become the enterprise
value of such Obligor; provided that the enterprise value of such Obligor shall be the value assigned by the Administrative Agent
until such firm has determined its value.

 21

 &ldquo; Majority Owned Affiliate &rdquo;
means an Affiliate at least 50.1% of the equity interests of which are owned, directly or indirectly, by the Borrower, the Servicer or
the Transferor, as applicable.

 &ldquo; Make-Whole Premium &rdquo;
means an amount, payable pro rata to each Lender, equal to, to the extent the Agreement is terminated or the Maximum Facility is
reduced, in whole or in part, in each case pursuant to Section 2.18(b) (a) after the Closing Date but on or prior
to the date which is one year following the Closing Date, 2.00% of the Maximum Facility Amount (if the Agreement is terminated) or the
amount by which the Maximum Facility Amount is reduced, as applicable, (b) after any date that is after the first anniversary of
the Closing Date but on or prior to the date which is two years following the Closing Date, 1.00% of the Maximum Facility Amount (if the
Agreement is terminated) or the amount by which the Maximum Facility Amount is reduced, as applicable and (c) after any date that
is after the second anniversary of the Closing Date, 0.00% of the Maximum Facility Amount (if the Agreement is terminated) or the amount
by which the Maximum Facility Amount is reduced, as applicable; provided that the Make-Whole Premium shall be calculated without
giving effect to the proviso in the definition of &ldquo;Maximum Facility Amount&rdquo;.

 &ldquo; Management Agreement &rdquo;
means the Amended and Restated Limited Liability Company Agreement of the Borrower, dated as of December 2, 2015, as the same may
be amended, restated, supplemented or otherwise modified from time to time as permitted hereunder.

 &ldquo; Margin Stock &rdquo;
means &ldquo;margin stock&rdquo; as such term is defined in Regulation T, U or X of the Federal Reserve Board.

 &ldquo; Material Adverse Effect &rdquo;
means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise),
operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity, enforceability or collectability
of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or
any material portion of the Loan Assets, (c) the rights and remedies of any Secured Party with respect to matters arising under this
Agreement or any other Transaction Document, (d) the ability of each of the Borrower, the Transferor and the Servicer, to perform
their respective obligations under this Agreement or any other Transaction Document to which such entity is a party or (e) the status,
existence, perfection, priority or enforceability of the Collateral Agent&rsquo;s, the Administrative Agent&rsquo;s or the other Secured
Parties&rsquo; Lien on the Collateral Portfolio.

 22

 &ldquo; Material Modification &rdquo;
means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset executed or effected on or
after the Cut-Off Date for such Loan Asset which:

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

 (b)             (i) delays
or extends the maturity date or any principal payment date for such Loan Asset by more than six (6) months or, along with all prior
such amendments, waivers, modifications or supplements executed or effected on or after the applicable Cut-Off Date, causes the maturity
date or any principal payment date for such Loan Asset to be delayed or extended more than six (6) months in the aggregate; or

 (ii) delays or extends
the maturity date or any principal payment date for such Loan Asset beyond the Stated Maturity Date; provided however that this
clause (ii) shall not apply to any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset
the maturity date of which was subsequent to the Stated Maturity Date as of the Cut-Off Date for such Loan Asset; provided further
 that if the Borrower has purchased or purchases a Loan Asset that is a portion of a loan tranche under a Loan Agreement and subsequently
purchases an additional portion of such loan tranche, then for purposes of clause (i) or (ii) of this clause (b), a Material
Modification pursuant to such clause (i) or (ii) to the portion of such tranche first purchased by the Borrower shall be deemed
to also constitute a Material Modification to any portion of such tranche subsequently purchased by the Borrower;

 (c)             waives
one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such
Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement of any PIK Loan Asset), or reduces
the spread or coupon with respect to such Loan Asset by more than 2.00% or, along with all prior such amendments, waivers, modifications
or supplements executed or effected on or after the applicable Cut-Off Date, reduces the spread or coupon with respect to such Loan Asset
by more than 2.00%;

 (d)             contractually
or structurally subordinates such Loan Asset, or the Lien of such Loan Asset, by operation of a priority of payments, turnover provisions,
the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any
of the Underlying Collateral securing such Loan Asset;

 (e)             substitutes,
alters or releases a material portion of the Underlying Collateral securing such Loan Asset and such substitution, alteration or release,
as determined in the sole discretion of the Administrative Agent, materially and adversely affects the value of such Loan Asset; or

 (f)             amends,
modifies, waives or supplements any financial covenants or waives any default of any Loan Asset, in each case that could reasonably be
expected to have a material adverse effect on the Obligor&rsquo;s creditworthiness or on the collectability of such Loan Asset had such
amendment, modification, waiver or supplement not occurred; or

 23

 (g)             results
in materially less financial information in respect of reporting frequency, scope or otherwise that is provided by the Obligor with respect
to such Loan Asset.

 &ldquo; Maximum Facility Amount &rdquo;
means the aggregate Commitments as then in effect, which amount shall not exceed $300,000,000; provided that at all times after
the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

 &ldquo; Measurement Date &rdquo;
means each of the following, as applicable: (i) the Closing Date; (ii) each Cut-Off Date; (iii) each Reporting Date; (iv) each
Advance Date; and (v) the date of any optional repurchase, substitution or Lien Release Dividend pursuant to or any Borrowing Base
calculation required by Section 2.07.

 &ldquo; Monthly Reporting
Date &rdquo; means the seventh Business Day of each calendar month, commencing December 2015.

 &ldquo; Monthly Servicing
Report &rdquo; has the meaning assigned to that term in Section 6.08(b ).

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. (or its successors in interest).

 &ldquo; Multiemployer Plan &rdquo;
means a &ldquo;multiemployer plan&rdquo; as defined in Section 4001(a)(3) of ERISA to which the Borrower or Servicer, as applicable,
or any ERISA Affiliate of either contributed or had any obligation to contribute on behalf of its employees at any time during the current
year or the preceding five years.

 &ldquo; Net Senior Leverage
Ratio &rdquo; means, with respect to any Loan Asset for any Relevant Test Period, the meaning of &ldquo;Net Senior Leverage Ratio&rdquo;
or any comparable definition relating to first lien senior secured Indebtedness in the Loan Agreement for such Loan Asset, and in any
case that &ldquo;Net Senior Leverage Ratio&rdquo; or such comparable definition is not defined in such Loan Agreement, the ratio with
respect to the applicable Obligor of (i) first lien senior secured Indebtedness minus Unrestricted Cash to (ii) EBITDA
as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements
and financial reporting packages provided by the relevant Obligor as per the requirements of the Loan Agreement.

 &ldquo; Non-Performing Loan
Asset &rdquo; means a Loan Asset in which (a) the Obligor commences restructuring or workout negotiations or completes a debt-for-equity
swap, (b) the Obligor has a payment default with respect to principal or interest with respect to any pari passu debt facility or
(c) the Servicer has classified the Loan Asset as non-accrual.

 &ldquo; Non-Usage Fee &rdquo;
has the meaning assigned to that term in the Lender Fee Letter.

 &ldquo; Noteless Loan Asset &rdquo;
means a Loan Asset with respect to which the Loan Agreements (i) do not require the Obligor to execute and deliver a promissory note
to evidence the Indebtedness created under such Loan Asset or (ii) require the Obligor to execute and deliver such promissory note
to any holder of the Indebtedness created under such Loan Asset only if such holder requests the Obligor to deliver such promissory note,
and the Obligor has not been requested to deliver such promissory note with respect to such Loan Asset held by the Borrower.

 24

 &ldquo; Notice and Request
for Consent &rdquo; has the meaning assigned to that term in Section 2.07(g)(i ).

 &ldquo; Notice of Borrowing &rdquo;
means an irrevocable written notice of borrowing from the Borrower to the Administrative Agent and each Lender in the form attached hereto
as Exhibit F.

 &ldquo; Notice of Exclusive
Control &rdquo; has the meaning assigned to that term in the Control Agreement.

 &ldquo; Notice of Reduction &rdquo;
means a notice of a reduction of the Advances Outstanding and/or the Maximum Facility Amount pursuant to Section 2.18 , in
the form attached hereto as Exhibit G.

 &ldquo; Obligations &rdquo;
means all present and future Indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, or due or to become due) of the Borrower to the Secured Parties, arising under this Agreement and/or
any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances Outstanding,
Breakage Fees, obligations pursuant to the Administrative Agent&rsquo;s Erroneous Payment Subrogation Rights, indemnifications and other
amounts due or to become due by the Borrower to the Lenders, the Administrative Agent, the Secured Parties, the Account Bank, the Collateral
Agent and the Collateral Custodian under this Agreement and/or any other Transaction Document, including, without limitation, any amounts
payable under any Lender Fee Letter, any Make-Whole Premium and costs and expenses payable by the Borrower to the Secured Parties, including
reasonable and reasonably documented outside attorneys&rsquo; fees, costs and expenses, including without limitation, interest, fees and
other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such
insolvency proceeding).

 &ldquo; Obligor &rdquo;
means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.

 &ldquo; Officer&rsquo;s Certificate &rdquo;
means a certificate signed by a director, a manager, the president, the secretary, an assistant secretary, the chief financial officer
or any vice president, as an authorized officer, of any Person.

 &ldquo; Opinion of Counsel &rdquo;
means a written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion; provided
 that Dechert LLP shall be considered acceptable counsel for purposes of this definition.

 &ldquo; Optional Sale &rdquo;
has the meaning assigned to that term in Section 2.07(h ).

 &ldquo; Outstanding Balance &rdquo;
means the outstanding principal balance of a Loan Asset, expressed exclusive of PIK Interest and accrued interest. For the avoidance of
doubt, the Outstanding Balance with respect to a Revolving Loan Asset or a Delayed Draw Loan Asset shall be equal to the funded amount
of such Revolving Loan Asset or Delayed Draw Loan Asset.

 25

 &ldquo; Parent &rdquo;
means CCT or any successor entity formed by or surviving any Permitted BDC Merger.

 &ldquo; Payment Date &rdquo;
means the 15th day of each March, June, September and December or, if such day is not a Business Day, the next succeeding Business
Day, commencing on the Initial Payment Date; provided that the final Payment Date shall occur on the Collection Date; provided
further that the Administrative Agent may, in its sole discretion with three (3) Business Days&rsquo; prior written notice to the
Borrower, the Collateral Agent and the Servicer, d&eacute;class&eacute; any Business Day a Payment Date if (i)(x) an Event of Default
shall have been declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative Agent
or the Lenders have declared the Advances Outstanding and the other Obligations to be immediately due and payable in full in accordance
with Section 7.01 .

 &ldquo; Payment Date Cut-Off &rdquo;
means, with respect to each Payment Date, the fifth Business Day prior to such Payment Date.

 &ldquo; Payment Duties &rdquo;
has the meaning assigned to that term in Section 10.02(b)(ii ).

 &ldquo; Pension Plan &rdquo;
has the meaning assigned to that term in Section 4.01(x ).

 &ldquo; Periodic Term SOFR
Determination Day &rdquo; shall have the meaning set forth in the definition of &ldquo;Term SOFR&rdquo;.

 &ldquo; Permitted BDC &rdquo;
means each of FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and
Corporate Capital Trust II.

 &ldquo; Permitted BDC Merger &rdquo;
means any transaction or a series of related transactions for the direct or indirect acquisition by a Permitted BDC of CCT; provided
that substantially concurrently with the consummation of any merger where CCT (or such successor for which opinions referenced below have
been delivered) is not the surviving entity, such Permitted BDC shall have delivered perfection, true sale and non-consolidation opinions
in form reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, the transaction contemplated by the Agreement
and Plan of Merger, which transaction occurred on December 19, 2018, was a Permitted BDC Merger.

 &ldquo; Permitted Investments &rdquo;
means, at any time:

 (i)               direct
interest bearing obligations of, and interest bearing obligations guaranteed as to timely payment of principal and interest by, the United
States or any agency or instrumentality of the United States, the obligations of which are backed by the full faith and credit of the
United States;

 (ii)              demand
or time deposits in, certificates of deposit of, demand notes of, or bankers&rsquo; acceptances issued by any depository institution or
trust company organized under the laws of the United States or any State thereof (including any federal or state branch or agency of a
foreign depository institution or trust company) and subject to supervision and examination by federal and/or state banking authorities
(including, if applicable, the Collateral Agent, the Collateral Custodian or the Administrative Agent or any agent thereof acting in its
commercial capacity); provided that the short term unsecured debt obligations of such depository institution or trust company at
the time of such investment, or contractual commitment providing for such investment, are rated at least &ldquo;A-1&rdquo; by Standard &
Poor&rsquo;s and &ldquo;P-1&rdquo; by Moody&rsquo;s;

 26

 (iii)             commercial
paper that (i) is payable in Dollars and (ii) is rated at least &ldquo;A1&rdquo; by Standard & Poor&rsquo;s and &ldquo;P-1&rdquo;
by Moody&rsquo;s; and

 (iv)             units
of money market funds rated in the highest credit rating category by each of S&P and Moody&rsquo;s.

 No Permitted Investment shall
have an &ldquo;f&rdquo;, &ldquo;r&rdquo;, &ldquo;p&rdquo;, &ldquo;pi&rdquo;, &ldquo;q&rdquo;, &ldquo;sf&rdquo; or &ldquo;t&rdquo; subscript
affixed to its S&P rating. Any such investment may be made or acquired from or through the Collateral Agent or the Administrative
Agent or any of their respective affiliates, or any entity for whom the Collateral Agent, the Administrative Agent, the Collateral Custodian,
the Account Bank or any of their respective affiliates provides services and receives compensation (so long as such investment otherwise
meets the applicable requirements of the foregoing definition of Permitted Investment at the time of acquisition); provided that,
notwithstanding the foregoing clauses (i) through (iv), unless the Borrower and the Servicer have received the written advice of
counsel of national reputation experienced in such matters to the contrary (together with an Officer&rsquo;s Certificate of the Borrower
or the Servicer to the Administrative Agent and the Collateral Agent that the advice specified in this definition has been received by
the Borrower and the Servicer), Permitted Investments may only include obligations or securities that constitute cash equivalents for
purposes of the rights and assets in paragraph (c)(8)(i)(B) of the exclusions from the definition of &ldquo;covered fund&rdquo; for
purposes of the Volcker Rule.

 &ldquo; Permitted Liens &rdquo;
means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced
(a) Liens for state, municipal or other local Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently
be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP
have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen&rsquo;s, warehousemen&rsquo;s, mechanics&rsquo;,
carriers&rsquo;, workmen&rsquo;s and repairmen&rsquo;s Liens and other similar Liens, arising by operation of law in the ordinary course
of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant to or by the Transaction
Documents.

 &ldquo; Permitted Successor
Advisor &rdquo; means any joint venture entity between (i) KKR Credit Advisors (US) LLC or its Affiliate and (ii) Franklin
Square Holdings, L.P. or its Affiliate, pursuant to which joint venture (a) KKR Credit Advisors (US) LLC or its Affiliate owns at
least 50% of the equity interests of all classes (including voting equity interests) and (b) at least 50% of the investment committee
with the sole authority to make investment-related decisions for (1) prior to the consummation of a Permitted BDC Merger, CCT, and
(2) on or after the consummation of each Permitted BDC Merger, the applicable Permitted BDC, are employees of KKR Credit Advisors
(US) LLC or its Affiliate.

 27

 &ldquo; Person &rdquo;
means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company,
trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or
other entity.

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

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

 &ldquo; Pledge &rdquo;
means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II.

 &ldquo; Portfolio Assets &rdquo;
means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including
all right, title and interest of the Borrower in and to:

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

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

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

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

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

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

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

 (h)              the
Purchase and Sale Agreement (including, without limitation, rights of recovery of the Borrower against the Transferor) and the assignment
to the Collateral Agent, for the benefit of the Secured Parties, of all UCC financing statements filed by the Borrower against the Transferor
under or in connection with the Purchase and Sale Agreement;

 28

 (i)               all
records (including computer records) with respect to the foregoing (including, without limitation, the Records);

 (j)               all
collections, income, payments, proceeds and other benefits of each of the foregoing; and

 (k)              all
rights with respect to the Loan Assets to which the Borrower is entitled as assignee under any assignment agreement related to the applicable
Loan Agreement.

 &ldquo; Prime Rate &rdquo;
means, as of any date, the rate announced by SMBC from time to time and in effect on such date as its prime rate in the United States
at its New York Branch, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest
rate of interest charged by SMBC or any other specified financial institution in connection with extensions of credit to debtors; provided
that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 &ldquo; Principal Collection
Account &rdquo; means a sub-account (account number 84455301 at the Account Bank) of the Collection Account into which Principal Collections
shall be deposited.

 &ldquo; Principal Collections &rdquo;
means (i) any amounts deposited by the Borrower (or the Servicer on its behalf) in accordance with Section 2.06(a)(i) or
 Section 2.07(c)(i) and (ii) with respect to any Loan Asset, all amounts received which are not Interest Collections,
including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and
all guaranty payments and proceeds of any liquidations, sales or dispositions, in each case, not attributable to the interest on such
Loan Asset. For the avoidance of doubt, &ldquo;Principal Collections&rdquo; shall not include amounts on deposit in the Unfunded Exposure
Account.

 &ldquo; Pro Rata Share &rdquo;
means, with respect to each Lender, (i) with respect to Revolving Commitments, the percentage obtained by dividing all Revolving
Commitments of such Lender (or, following the termination thereof, the outstanding principal amount of all Revolving Advances of such
Lender), by the aggregate of all Revolving Commitments of all the Lenders (or, following the termination thereof, the aggregate Revolving
Advances Outstanding), (ii) with respect to Term Commitments, the percentage obtained by dividing all Term Commitments of such Lender
(or, following the termination thereof, the outstanding principal amount of all Term Advances of such Lender), by the aggregate of all
Term Commitments of all the Lenders (or, following the termination thereof, the aggregate Term Advances Outstanding) and (iii) with
respect to Commitments, the percentage obtained by dividing all Commitments of such Lender (or, following the termination thereof, the
outstanding principal amount of all Advances of such Lender), by the aggregate of all Commitments of all the Lenders (or, following the
termination thereof, the aggregate Advances Outstanding).

 &ldquo; Proceeds &rdquo;
means, with respect to any Collateral Portfolio, all property that is receivable or received when such Collateral Portfolio is collected,
sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes
all rights to payment with respect to any insurance relating to such Collateral Portfolio.

 29

 &ldquo; Purchase and Sale
Agreement &rdquo; means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller,
and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

 &ldquo; Quarterly Reporting
Date &rdquo; means the seventh Business Day of each calendar quarter, commencing with the calendar quarter beginning January 1,
2016.

 &ldquo; Quarterly Servicing
Report &rdquo; has the meaning assigned to that term in Section 6.08(b ).

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

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

 &ldquo; Register &rdquo;
has the meaning assigned to that term in Section 2.14.

 &ldquo; Reinvestment Period &rdquo;
shall mean the date commencing on the Closing Date and ending on the day preceding the earliest of (i) December 1, 2023 1
(or such later date as results from the Reinvestment Period Extension in accordance with and pursuant to Section 2.01(d)(i) ,
or as otherwise agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders), (ii) the occurrence
of an Event of Default and the termination of the Commitments pursuant to Section 7.01 and (iii) the declaration or automatic
or scheduled occurrence of the Facility Maturity Date; provided that if any of the foregoing is not a Business Day, the Reinvestment
Period shall end on the next Business Day.

 &ldquo; Reinvestment Period
Extension &rdquo; has the meaning assigned to that term in Section 2.01(d)(i ).

 &ldquo; Related Parties &rdquo;
means, with respect to any Person, such Person&rsquo;s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person&rsquo;s Affiliates.

 1 Please note December 2, 2023 is a Saturday.

 30

 &ldquo; Release Date &rdquo;
has the meaning set forth in Section 2.07(c ).

 &ldquo; Relevant Governmental
Body &rdquo; means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

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

 &ldquo; Remittance Period &rdquo;
means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including, the Payment Date
Cut-Off immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning on the first day
after the most recently ended Remittance Period and ending on, and including, the Payment Date Cut-Off immediately preceding such Payment
Date, or, with respect to the final Remittance Period, the Collection Date.

 &ldquo; Replacement Servicer &rdquo;
has the meaning assigned to that term in Section 6.01(c ).

 &ldquo; Reporting Date &rdquo;
means, as the context requires, either (i) the Monthly Reporting Date or (ii) the Quarterly Reporting Date.

 &ldquo; Required Lenders &rdquo;
means (i) SMBC (as a Lender hereunder) and its successors and assigns, in the event any such party is a Lender hereunder and (ii) the
Lenders representing an aggregate of at least 51% of the aggregate Commitments of the Lenders then in effect.

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

 (a)(i) other than in the
case of a Noteless Loan Asset, the original or, if accompanied by an original &ldquo;lost note&rdquo; affidavit and indemnity, a copy
of, the underlying promissory note, endorsed by the Borrower (and evidencing an unbroken chain of endorsements from each prior holder
thereof evidenced in the chain of endorsements in blank), and (ii) if such promissory note is not issued in the name of the Borrower
or in the case of a Noteless Loan Asset (x) a copy of each transfer document or instrument relating to such Noteless Loan Asset evidencing
the assignment of such Noteless Loan Asset from the Borrower in blank, and (y) a copy of the Loan Asset Register with respect to
such Noteless Loan Asset, as described in Section 5.03(k)(ii) and (iii) additional transfer agreements, consents
or other documentation necessary (if any) to ensure the Borrower is a lender of record under the underlying Loan Agreement and recognized
by the underlying agent or administrative agent, as applicable, and the Obligor with respect to such Loan Asset as a lender thereto;

 31

 (b)              originals
or copies of each of the following, to the extent applicable to the related Loan Asset; any rel…

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